20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission File Number:  1-33168

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

(Exact name of registrant as specified in its charter)

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

Torre Latitud, L501, Piso 5

Av. Lázaro Cárdenas 2225

Col. Valle Oriente, San Pedro Garza García

Nuevo León, Mexico
(Address of principal executive offices)

José Luis Guerrero

Torre Latitud, L501, Piso 5

Av. Lázaro Cárdenas 2225

Col. Valle Oriente, San Pedro Garza García

Nuevo León, Mexico

+ 52 81 8625 4327

jlguerrero@oma.aero

(Name, Telephone, E-mail and/or facsimile number and address of Company contact person)

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

Title of each class:	Name of each exchange on which registered
American Depositary Shares (ADSs) each representing 8 Series B shares	The NASDAQ Stock Market LLC
Series B shares	The NASDAQ Stock Market LLC*

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

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

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

N/A

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Title of each class:	Number of Shares
Series B shares	341,200,000
Series BB shares	58,800,000

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

Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

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

Yes o No þ

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

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

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

U.S. GAAP o IFRS þ Other o

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

Item 17 o Item 18 þ

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

Yes o No þ

TABLE OF CONTENTS

		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
	Selected Financial Data	1
	Exchange Rates	9
	Risk Factors	10
	Forward-Looking Statements	35
ITEM 4.	INFORMATION ON THE COMPANY	36
	History and Development of the Company	36
	Business Overview	41
	Regulatory Framework	76
	Organizational Structure	95
	Property, Plant And Equipment	97
ITEM 4A.	UNRESOLVED STAFF COMMENTS	98
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	98
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	145
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS	155
	Major Shareholders	155
	Related-Party Transactions	158
ITEM 8.	FINANCIAL INFORMATION	160
	Legal Proceedings	160
	Dividends and Capital Stock Reimbursements	166
ITEM 9.	THE OFFER AND LISTING	168
	Share Price History	168
	Trading on the Mexican Stock Exchange	169
ITEM 10.	ADDITIONAL INFORMATION	170
	Material Contracts	187
	Exchange Controls	187
	Taxation	187
	Documents On Display	191
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	191
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	191
ITEM 12A.	DEBT SECURITIES	192

i

TABLE OF CONTENTS

(continued)

		Page
ITEM 12B.	WARRANTS AND RIGHTS	192
ITEM 12C.	OTHER SECURITIES	192
ITEM 12D.	AMERICAN DEPOSITARY SHARES	192
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	194
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	194
ITEM 15.	CONTROLS AND PROCEDURES	194
ITEM 16.	[RESERVED]	196
ITEM 16A.	AUDIT COMMITTEE’S FINANCIAL EXPERT	196
ITEM 16B.	CODE OF ETHICS	196
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	197
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	197
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	197
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	198
ITEM 16G.	CORPORATE GOVERNANCE	199
ITEM 16H.	MINE SAFETY DISCLOSURES	203
ITEM 17.	FINANCIAL STATEMENTS	II-1
ITEM 18.	FINANCIAL STATEMENTS	II-1
ITEM 19.	EXHIBITS	II-1

ii

PART I

Item 1.Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.Offer Statistics and Expected Timetable

Not applicable.

Item 3.Key Information

SELECTED FINANCIAL DATA

Our consolidated financial statements included in this annual report are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.  We publish our consolidated financial statements in Mexican pesos.

References in this annual report on Form 20-F to “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States.  References in this annual report on Form 20-F to “pesos” or “Ps.” are to the lawful currency of Mexico.  This Form 20-F contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader.  These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.  Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps. 13.0652 to U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank (Banco de México) on December 31, 2013.

This annual report on Form 20-F contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume.  A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

The discussion in this annual report of aeronautical and non-aeronautical revenues in relation to our total revenues is not in accordance with IFRS because it excludes our construction revenues from such amounts.  Therefore, in reviewing this annual report, you should be aware that in several sections of this annual report we take into account only revenues that resulted in actual cash inflows for the year (which we categorize as aeronautical and non-aeronautical revenues) for ratios or comparative calculations.  Both of these categories of revenues are dependent, either directly or indirectly, on passenger traffic, while revenues from construction services under IFRS Interpretations Committee (“IFRIC”) 12, “Service Concession Arrangements,” are not dependent upon passenger traffic, but from the level of capital expenditures carried out at each airport.  Information reported using only revenues that generated cash inflows may be more useful for readers of this annual report because those revenues are driven by the key elements of our business: passenger traffic and our maximum tariffs.  The use of aeronautical and non-aeronautical revenues is more common in our industry, as they represent the revenues generated from our core operations, which are services provided to passengers, airlines and other third parties based on passenger traffic at our airports.  Additionally, management regularly reviews our aeronautical and non-aeronautical revenues as they provide representative information regarding our passenger traffic and actual cash flows, which allows us to compare such revenues over comparative periods as well as make projections about our expected future cash flows.  Finally, management reviews non-aeronautical revenues per terminal passenger excluding hotel services because hotel services are not necessarily driven by passenger traffic and therefore may not provide representative information with respect to passenger traffic.  This metric is not considered to be an IFRS metric, given its exclusion of certain revenues.  We indicate each instance in which we use only aeronautical and non-aeronautical

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revenues and non-aeronautical revenues excluding hotel services by indicating the category of revenues used. The following tables present a reconciliation of our aeronautical and non-aeronautical revenues to our total revenues per our consolidated statement of comprehensive income:

	Year Ended December 31, 2013
	Aeronautical Revenues		Non- Aeronautical Revenues		Total Aeronautical and Non- Aeronautical Revenues		Percentage of Total Revenues	Construction Revenues		Total Revenues
	(in thousands of pesos)
Metropolitan
Monterrey	Ps.	1,046,621	Ps.	320,774	Ps.	1,367,395	94.8%	Ps.	74,722	Ps.	1,442,117
Tourist
Acapulco	108,420		20,266		128,686		74.6%	43,861		172,547
Mazatlán	136,063		34,719		170,782		92.3%	14,173		184,955
Zihuatanejo	91,203		17,843		109,046		81.7%	24,348		133,394
Regional
Chihuahua	148,028		30,461		178,489		95.1%	9,127		187,616
Culiacán	211,588		32,504		244,092		93.0%	18,294		262,386
Durango	44,341		7,144		51,485		69.0%	23,149		74,634
San Luis Potosí	65,573		14,541		80,114		52.0%	73,874		153,988
Tampico	108,330		15,504		123,834		95.3%	6,116		129,950
Torreón	87,321		14,114		101,435		89.5%	11,887		113,322
Zacatecas	51,282		7,139		58,421		69.0%	26,264		84,685
Border
Ciudad Juárez	112,707		22,460		135,167		93.7%	9,078		144,245
Reynosa	69,919		9,425		79,344		81.7%	17,795		97,139
Hotel	—		176,510		176,510		100.0%	—		176,510
Other(1)	—		2,113,785		2,113,785		100.0%	—		2,113,785
Total	2,281,396		2,837,189		5,118,585		93.6%	352,688		5,471,273
Eliminations(2)	(12,527)		(2,040,688)		(2,053,215)		N/A	—		(2,053,215)
Total Revenues	Ps.	2,268,869	Ps.	796,501	Ps.	3,065,370	89.7%	Ps.	352,688	Ps.	3,418,058

(1)Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

2

	Year Ended December 31, 2012
	Aeronautical Revenues		Non- Aeronautical Revenues		Total Aeronautical and Non- Aeronautical Revenues		Percentage of Total Revenues	Construction Revenues		Total Revenues
	(in thousands of pesos)
Metropolitan
Monterrey	Ps.	989,976	Ps.	292,169	Ps.	1,282,145	94.7%	Ps.	72,331	Ps.	1,354,476
Tourist
Acapulco	99,498		18,725		118,223		85.7%	19,665		137,888
Mazatlán	122,061		34,900		156,961		92.9%	11,940		168,901
Zihuatanejo	89,602		17,401		107,003		87.2%	15,708		122,711
Regional
Chihuahua	139,127		27,259		166,386		86.2%	26,654		193,040
Culiacán	194,285		26,605		220,890		77.0%	66,093		286,983
Durango	45,051		6,723		51,774		98.1%	1,015		52,789
San Luis Potosí	63,281		13,836		77,117		89.2%	9,355		86,472
Tampico	105,275		14,938		120,213		93.7%	8,028		128,241
Torreón	77,305		13,259		90,564		89.8%	10,231		100,795
Zacatecas	51,177		6,713		57,890		73.1%	21,343		79,233
Border
Ciudad Juárez	110,444		20,563		131,007		82.5%	27,785		158,792
Reynosa	53,719		8,143		61,862		66.2%	31,570		93,432
Hotel	—		158,477		158,477		100.0%	—		158,477
Other(1)	—		2,123,202		2,123,202		100.0%	—		2,123,202
Total	2,140,801		2,782,913		4,923,714		93.9%	321,718		5,245,432
Eliminations(2)	(10,138)		(2,093,956)		(2,104,094)		N/A	—		(2,104,094)
Total Revenues	Ps.	2,130,663	Ps.	688,957	Ps.	2,819,620	89.8%	Ps.	321,718	Ps.	3,141,338

(1)Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

3

	Year Ended December 31, 2011
	Aeronautical Revenues		Non- Aeronautical Revenues		Total Aeronautical and Non- Aeronautical Revenues		Percentage of Total Revenues	Construction Revenues		Total Revenues
	(in thousands of pesos)
Metropolitan
Monterrey	Ps.	843,773	Ps.	250,719	Ps.	1,094,492	85.6%	Ps.	184,574	Ps.	1,279,066
Tourist
Acapulco	103,695		21,986		125,681		96.3%	4,853		130,534
Mazatlán	122,733		36,440		159,173		93.0%	12,002		171,175
Zihuatanejo	77,611		17,537		95,148		55.9%	75,096		170,244
Regional
Chihuahua	122,508		24,910		147,418		88.5%	19,101		166,519
Culiacán	168,427		23,614		192,041		94.0%	12,156		204,197
Durango	38,390		6,046		44,436		96.3%	1,723		46,159
San Luis Potosí	51,845		12,018		63,863		98.2%	1,179		65,042
Tampico	92,958		12,587		105,545		95.0%	5,510		111,055
Torreón	65,984		11,471		77,455		100.0%	—		77,455
Zacatecas	44,698		6,528		51,226		95.7%	2,324		53,550
Border
Ciudad Juárez	101,423		18,345		119,768		92.5%	9,771		129,539
Reynosa	36,132		6,601		42,733		94.3%	2,571		45,304
Hotel	—		142,098		142,098		100.0%	—		142,098
Other(1)	—		1,970,958		1,970,958		100.0%	3		1,970,961
Total	1,870,177		2,561,858		4,432,035		93.1%	330,863		4,762,898
Eliminations(2)	—		(1,973,187)		(1,973,187)		N/A	—		(1,973,187)
Total Revenues	Ps.	1,870,177	Ps.	588,671	Ps.	2,458,848	88.1%	Ps.	330,863	Ps.	2,787,711

(1)   Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)   Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

4

	Year Ended December 31, 2010
	Aeronautical Revenues		Non- Aeronautical Revenues		Total Aeronautical and Non- Aeronautical Revenues		Percentage of Total Revenues	Construction Revenues		Total Revenues
	(in thousands of pesos)
Metropolitan
Monterrey	Ps.	731,415	Ps.	209,636	Ps.	941,051	83.1%	Ps.	192,050	Ps.	1,133,101
Tourist
Acapulco	115,417		22,130		137,547		75.6%	44,382		181,929
Mazatlán	117,603		34,947		152,550		77.1%	45,350		197,900
Zihuatanejo	78,644		16,528		95,172		72.9%	35,312		130,484
Regional
Chihuahua	115,961		23,250		139,211		81.4%	31,874		171,085
Culiacán	147,441		20,324		167,765		86.4%	26,391		194,156
Durango	30,628		10,785		41,413		100.0%	—		41,413
San Luis Potosí	43,747		11,512		55,259		100.0%	—		55,259
Tampico	68,193		10,863		79,056		100.0%	—		79,056
Torreón	52,473		10,805		63,278		100.0%	—		63,278
Zacatecas	41,917		5,773		47,690		72.9%	17,685		65,375
Border
Ciudad Juárez	80,682		17,369		98,051		81.0%	22,936		120,987
Reynosa	28,505		5,917		34,422		71.0%	14,049		48,471
Hotel	—		99,823		99,823		100.0%	—		99,823
Other(1)	—		1,567,270		1,567,270		100.0%	—		1,567,270
Total	1,652,626		2,066,932		3,719,558		89.6%	430,029		4,149,587
Eliminations(2)	—		(1,575,135)		(1,575,135)		N/A	—		(1,575,135)
Total Revenues	Ps.	1,652,626	Ps.	491,797	Ps.	2,144,423	83.3%	Ps.	430,029	Ps.	2,574,452

(1)

Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V., Servicios Complementarios del Centro Norte, S.A. de C.V., Servicios Corporativos Terminal 2, S.A. de C.V., and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)

Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

The following tables present our selected consolidated financial information for or as of each of the periods or dates indicated, and have been derived in part from our audited consolidated financial statements.  This information should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements, including the notes to our consolidated financial statements.

5

	Year Ended December 31,
	2010	2011	2012	2013
	(in thousands of pesos, except per share data)				(in thousands of dollars)(1)
Statements of Income and Comprehensive Income data:
Revenues:
Aeronautical services(2)	1,652,626	1,870,177	2,130,663	2,268,869	173,657
Non-aeronautical services(3)	491,797	588,671	688,957	796,501	60,964
Construction services	430,029	330,863	321,718	352,688	26,994
Total revenues	2,574,452	2,789,711	3,141,338	3,418,058	261,615
Operating costs and expenses:
Costs of services, excluding depreciation and amortization	688,381	603,900	656,217	725,329	55,516
Major maintenance provision	64,274	165,683	164,208	263,167	20,143
Cost of construction	430,029	330,863	321,718	352,688	26,994
Administrative expenses	380,474	434,531	457,749	501,233	38,364
Right to use airport facilities(4)	103,067	115,979	137,028	148,159	11,340
Technical assistance fees(5)	47,567	55,150	67,365	66,643	5,101
Depreciation and amortization(6)	149,232	165,088	186,803	201,226	15,402
Other income, net	(9,090)	(751)	(9,924)	(49,782)	(3,810)
Total operating costs and expenses	1,853,934	1,870,443	1,981,164	2,208,663	169,050
Operating income	720,518	919,268	1,160,174	1,209,395	92,565
Interest expense	(87,088)	(98,431)	(103,846)	(209,359)	(16,024)
Interest income	15,791	16,079	27,764	72,650	5,561
Exchange (loss) gain, net	1,562	(38,766)	23,168	(6,198)	(474)
Income before income taxes	650,783	798,150	1,107,260	1,066,488	81,628
Income tax (benefit) expense	(8,796)	182,070	288,172	(134,876)	(10,323)
Consolidated net income for the year	659,579	616,080	819,088	1,201,364	91,951
Items that will not be subsequently reclassified to income:
Actuarial losses on labor obligations	0	0	(11,313)	(2,851)	(218)
Income tax relating to items that will not be subsequently reclassified to profit or loss	0	0	3,390	843	65
Total comprehensive income for the year	659,579	616,080	811,165	1,199,356	91,798
Consolidated net income attributable to:
Controlling interest	660,897	615,823	818,121	1,199,636	91,819
Non-controlling interest	(1,318)	257	967	1,728	132
Consolidated comprehensive income attributable to:
Controlling interest	660,897	615,823	810,198	1,197,628	91,665
Non-controlling interest	(1,318)	257	967	1,728	132
Basic and diluted earnings per share(7)	1.6565	1.5433	2.0501	3.0062	0.2301
Basic and diluted earnings per ADS(7)	13.2520	12.3464	16.4008	24.0496	1.8407
Dividend or reimbursement of capital per share(8)	1.0000	1.0000	1.2500	3.0000	0.2296
Other operating data:
Total terminal passengers (thousands of passengers)(9)	11,588	11,773	12,594	13,292
Total air traffic movements (thousands of movements)	345	336	332	321

6

Aeronautical and non-aeronautical revenues per terminal passenger(10) 185 209 224 231

7

	Year Ended December 31,
	2010	2011	2012	2013
	(in thousands of pesos, except operating data)				(in thousands of dollars)(1)
Statement of Financial Position data:
Cash and cash equivalents	312,838	523,634	1,152,433	1,534,006	117,412
Total current assets	897,009	1,163,381	1,696,415	2,276,938	174,275
Property and equipment, net	2,093,160	2,118,450	2,150,327	2,165,766	165,766
Investment in airport concessions	5,561,881	5,769,688	5,942,989	6,092,046	466,280
Total assets	8,703,959	9,295,154	10,010,410	11,011,453	842,808
Current liabilities	1,108,101	824,945	1,216,881	956,989	73,247
Total liabilities	2,827,949	3,210,653	3,594,454	4,614,059	353,157
Total shareholders’ equity	5,876,010	6,084,501	6,415,956	6,397,394	489,651
Other data:
Net cash flows from operating activities	482,501	749,144	1,260,413	1,005,246	76,942
Net cash flows used in investing activities	(399,091)	(454,475)	(393,884)	(270,880)	(20,733)
Net cash flows used in financing activities	(38,306)	(83,873)	(237,730)	(352,793)	(27,003)
Increase in cash and cash equivalents	45,104	210,796	628,799	381,573	29,206

(1)	Translated into dollars at the rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013. Per share dollar amounts are expressed in dollars (not thousands of dollars). Operating data is expressed in units indicated.
(2)	Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees based on the aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from the aircraft to the terminal building, a security charge for each departing passenger and other sources of revenues subject to regulation under our maximum rates.
(3)	Revenues from non-aeronautical services represent sources of revenues not subject to regulation under our maximum rates and consist of: ( i) revenues from commercial activities, such as, car parking charges, advertising, leasing of commercial space to tenants, food and beverage services, car rentals and retail; (ii) revenues from diversification activities, such as hotel services, revenues from OMA Carga and real estate services; and (iii) revenues from complementary activities, such as revenues from our checked baggage-screening services, among other sources of revenues. Pursuant to our concessions and to the Mexican Airport Law (Ley de Aeropuertos) and the regulations thereunder, parking services are currently excluded from aeronautical services under our maximum rates, although the Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) could decide to regulate such rates, and such rates may be regulated by other authorities.
(4)	Each of our subsidiary concession holders is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently equal to 5% of each concession holder’s gross annual revenues.
(5)	We pay Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA) a technical assistance fee under the Technical Assistance Agreement entered into in connection with SETA’s purchase of its Series BB shares. This fee is described in “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements with SETA.”
(6)	Reflects depreciation of fixed assets and amortization of airport concessions and rights to use airport facilities.
(7)	Based on net income attributable to controlling interest for each year and on 399,039,231 weighted average common shares in 2011, 399,060,153 weighted average common shares in 2012 and 399,052,350 weighted average common shares in 2013. Earnings per ADS are based on the ratio of eight Series B shares per ADS.
(8)	Declared dividends per share for the period based on 400,000,000 shares. Includes reimbursements of capital per share.
(9)	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).
(10)	Aeronautical plus non-aeronautical revenues divided by terminal passengers for the period. Expressed in pesos (not thousands of pesos).

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EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end free-market exchange rate expressed in pesos per U.S. dollar.  The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period.  The data provided in this table is based on noon buying rates published by the U.S. Federal Reserve for cable transfers in Mexican pesos.  All amounts are stated in pesos and have not been restated in constant currency units.  We make no representation that the Mexican peso amounts referred to in this annual report could have been or could be converted into U.S. dollars at any particular rate or at all.

Year Ended December 31,	High	Low	Period End	Average(1)
2009	15.41	12.63	13.06	13.50
2010	13.19	12.16	12.38	12.62
2011	14.25	11.51	13.95	12.43
2012	14.37	12.63	12.96	13.15
2013	13.43	11.98	13.10	12.76
October	13.25	12.77	13.00	12.99
November	13.24	12.87	13.11	13.06
December	13.22	12.85	13.10	13.01
2014:
January	13.46	13.00	13.36	13.22
February	13.51	13.20	13.23	13.29
March	13.33	13.07	13.09	13.20
April (through April 15)	13.13	12.95	13.10	13.05

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

Source:  U.S. 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 (Bolsa Mexicana de Valores), and, as a result, will likely affect the market price of the ADSs.  Such fluctuations will also affect the U.S. dollar conversion by the depositary of any cash dividends paid in pesos.

On December 31, 2013, the U.S. Federal Reserve noon buying rate was Ps. 13.10 per U.S.$ 1.00.  On April 15, 2014, the U.S. Federal Reserve noon buying rate was Ps. 13.10 per U.S.$ 1.00.

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

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RISK FACTORS

Risks Related to the Regulation of Our Business

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

Our aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries.  In 2011, 2012 and 2013, approximately 67.0%, 67.8% and 66.4%, respectively, of our total revenues, and approximately 76.1%, 75.6% and 74.0%, respectively, of the sum of our aeronautical and non-aeronautical 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 that affect our profitability are authorized (as in the case of our master development programs) or established (as in the case of our maximum rates) by the Ministry of Communications and Transportation for five-year terms.  We generally do not have the ability to unilaterally change our obligations (such as the investment obligations under our master development programs or the obligation under our concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term.  In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.

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

In 2015, the Ministry of Communications and Transportation will set our maximum rates and annual efficiency adjustments for 2016 through 2020.  For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4.  Information on the Company—Regulatory Framework—Revenue Regulation.”  We are unable to predict what our maximum rates or annual efficiency adjustments will be for the period from 2016 to 2020.  Any changes to our maximum rates or annual efficiency adjustments for this period may have a material adverse impact on our business, results of operations, prospects and financial condition.

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

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

When determining our maximum rates for the next five-year period (from 2016 to 2020), the Ministry of Communications and Transportation may be solicited by different entities (for example, the Mexican Federal Competition Commission (Comisión Federal de Competencia, or the “Competition Commission”) and the carriers operating at our airports) to modify our maximum rates, thus reducing our profitability.  Therefore, there can be no assurance that the laws and regulations governing our business, including the rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our business, results of operations, prospects and financial condition.

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Additionally, the Ministry of Communications and Transportation has announced that it intends to establish a new, independent regulatory agency, the Federal Agency of Civil Aviation, that is expected to serve a similar role as the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil) of establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. We cannot predict whether or when this new agency will be organized, the scope of its authority, the actions that it will take in the future or the effect of any such actions on our business.

On February 20, 2014, a bill was introduced in Mexico’s Congress to amend the Federal Economic Competition Law (Ley Federal de Competencia Económica).  The bill was approved by the House of Deputies on March 25, 2014 and has been passed to the Senate for review.  If approved, the new law would grant more power to the Mexican Competition Commission, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition, set higher fines for violations of the Federal Economic Competition Law, which includes important changes to rules governing mergers and anti-competitive behavior, and limit the availability of legal defenses against the application of the law.

As of April 15, 2014, the bill has not been approved.  If the bill is approved and the Mexican Competition Commission determines that any of the services we provide at our airports are deemed essential, we could be required to implement significant changes to our business operations and thus generate a significant impact on our results of operations. We cannot predict if the new bill will be approved or the terms in which it will be approved. We also cannot predict the impact it would have on our business.

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

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

On July 30, 2010, the FAA downgraded Mexico’s aviation safety rating from an ICAO Category 1 rating to an ICAO Category 2 rating, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation between January and July 2010.  The downgrade was attributable to an insufficient number of flight inspectors and administrative and organizational elements in the Mexican Bureau of Civil Aviation.

The consequences of the downgrade from a Category 1 rating to a Category 2 rating were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States and that the international routes of Mexicana de Aviación would not be flown by any Mexican carrier with a Category 2 rating.

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

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues are established do not guarantee that our consolidated results of operations, or the results of operations of any airport, will be profitable, or that we will realize our expected return on investment.

The regulations applicable to our aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one

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terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation.  For a discussion of the framework for establishing our maximum rates and the application of our rates, see “Item 4.  Information on the Company—Regulatory Framework—Revenue Regulation.”  In December 2010, the Ministry of Communications and Transportation determined, based on the terms of our concessions, the maximum rates for our airports from January 1, 2011 through December 31, 2015.  Under the terms of our concessions, there is no guarantee that the results of operations of any airport will be profitable.  We may not realize our expected return on investment from capital investments under the master development programs.

Our concessions provide that an airport’s maximum rates will be adjusted periodically for inflation (determined by reference to the Mexican producer price index, excluding fuel).  Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances including, among others, required capital investments not foreseen in the master development programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by us, our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain limited events specified in our concessions have occurred.  Therefore, there can be no assurance that any such request would be granted.  If a request to increase an airport’s maximum rates is not granted, and we are impacted by the circumstances that led to the request, our results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline.

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

Historically, we have set the prices we charge for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year.  For example, in 2013, our revenues subject to maximum rate regulation represented approximately 99.1% of the amounts we were entitled to earn under the maximum rates for all of our airports.  There can be no assurance that we will be able to establish prices in the future that allow us to collect substantially all of the revenues we are entitled to earn from services subject to price regulation.

The specific prices we charge for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican producer price index (excluding fuel), the Mexican consumer price index and the value of the peso relative to the U.S. dollar.  These variables are outside of our control.  Our projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of 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.  For a discussion of events that may lead to a termination of a concession, see “Item 4.  Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

Depreciation of the peso may cause us to exceed our maximum rates.

We aim to charge prices that are as close as possible to our maximum chargeable rates, and we are entitled to adjust our specific prices only once every six months for inflation (or earlier upon a cumulative increase of 5% in the Mexican producer price index (excluding fuel)).  However, we generally

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collect passenger charges from airlines 30 to 60 days following the date of each flight.  The tariffs for the services that we provide to international flights or international passengers are generally denominated in U.S. dollars but are paid in Mexican pesos based on the average exchange rate for the month prior to each flight.  Accordingly, depreciation of the peso, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, which could lead to the imposition of fines and the subsequent termination of one or more of our concessions.  The peso has historically experienced significant volatility.  From December 30, 2010, to December 30, 2011, the peso depreciated by approximately 12.7%, from Ps. 12.38 per U.S.$ 1.00 on December 30, 2010, to Ps. 13.95 per U.S.$ 1.00 on December 30, 2011.  From December 30, 2011 to December 31, 2012, the peso appreciated by approximately 7.1%, from Ps. 13.95 per U.S.$ 1.00 on December 30, 2011, to Ps. 12.96 per U.S.$ 1.00 on December 31, 2012.  From December 31, 2012 to December 31, 2013, the peso depreciated by approximately 1.1%, from Ps. 12.96 per U.S.$ 1.00 on December 31, 2012, to Ps. 13.10 per U.S.$ 1.00 on December 31, 2013.  On April 15, 2014, the exchange rate was Ps. 13.10 per U.S.$ 1.00.

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

Our concessions are our principal assets, and we would be unable to continue operations without them.  A concession may be revoked by the Mexican government for certain prescribed reasons, including the 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, the failure to pay damages resulting from our operations, the failure to keep our rates from exceeding our maximum rates or the failure to comply with any other material term of our concessions.  Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times.  Violations of other terms of a concession can result in the immediate termination of the concession.  Our concessions may also be terminated upon our bankruptcy or insolvency.  Violations of the Mexican Airport Law or its regulations could result in similar sanctions.  In the event that any one of our concessions is terminated, our other concessions may also be terminated.  For a discussion of events that may lead to a termination of a concession, see “Item 4.  Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

Under applicable Mexican law and the terms of our concessions, our concessions may also be made subject to additional conditions, including under our renewed master development programs, which we may be unable to meet.  Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

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

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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.

On February 6, 2014, the Mexican government announced that the Ministry Communications and Transport granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles).  The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V.  The Bocoyna airport is expected to operate daily public and private domestic flights.  The airport has an ICAO Category 3C rating and could present competition to our airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua.  The Secretary of Communications and Transport has the capacity to upgrade the category of the airport depending on improvements to infrastructure made by the concessionaire or could downgrade the category if the concessionaire does not maintain adequate conditions in the airport.

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

Any competition from other such airports could have a material adverse effect on our business, results of operations, prospects and financial condition.  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 a process, or that we would be successful if we were to participate.  Please see “Item 4.  Information on the Company—Regulatory Framework—Grants of New Concessions” below.

Risks Related to Our Operations

Our business could be adversely affected by a downturn in the global economy, particularly with regard to the U.S. economy.

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

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During the second half of 2011, global economic growth decreased due to persistent weaknesses such as the jobs crisis in the United States, the sovereign-debt crises in the Eurozone, which worsened during this period, fiscal problems and the declining prospects for economic growth, especially in developed economies.  Concerns have been raised by the European Central Bank that the recent financial crisis in Europe may dampen economic activity and, therefore, the economic recovery of the United States.  In 2010, the U.S. economy showed improvement, with the gross domestic product increasing at an annualized real rate of 2.9% and our international passenger traffic increasing by 6.7%.  In 2011, the recovery of the U.S. economy slowed slightly, with the gross domestic product increasing at an annualized real rate of 1.7% and our international passenger traffic decreasing by 7.4%.  In 2012, the recovery of the U.S. economy improved slightly, with the gross domestic product increasing at an annualized real rate of 2.2% and our internal passenger traffic increasing by 2.3%.  In 2013, the U.S. economy continued to improve, with the gross domestic product increasing at an annualized rate of 2.7% and our international passenger traffic increasing 0.4%.  The Congressional Budget Office forecasts that the real GDP will grow by 3.1% in 2014, the largest rise in nearly a decade.  Our business is particularly 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.  In 2013, 81.6% of the international passengers served by our airports arrived or departed on flights originating in or departing to the United States.

These weaknesses in the U.S. and global economies continued during 2012 and 2013, despite moderate economic recovery in the Eurozone and U.S. economic stabilization.  In the event of a recession, developing countries, which had largely rebounded from the economic and financial crisis in 2009, would be impacted through trade and financial channels.  According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía), in 2013, exports from Mexico to the United States represented approximately 78.8% of Mexican exports, 32.0% of foreign direct investment in Mexico originated in the United States, and private remittances received from the United States were approximately U.S.$ 12,478 million, according to the U.S. Bureau of Economic Analysis.

As the demand for aeronautical services in Mexico is substantially dependent on the performance of the Mexican economy, which is in turn highly dependent on the performance of the U.S. economy, a further downturn in the U.S economy could cause a material adverse effect on our business, results of operations, prospects and financial condition.  More generally, further downturns in the global economy and/or in the Mexican economy would also adversely affect our business, results of operations, prospects and financial condition.  See also “—Risks Related to Mexico—Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico will adversely affect our business and results of operations.”

Our revenues are highly dependent on levels of air traffic, which depend on factors beyond our control.

Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports.  These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services.  Passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including an economic downturn in Mexico, the United States and globally, the political situation in Mexico and elsewhere in the world, the attractiveness of our airports relative to that of other competing airports, fluctuations in fuel prices (which could cause airlines to increase tariffs and have a negative impact on traffic as a result of increased fuel costs) and changes in regulatory policies applicable to the aviation industry.  Any decreases in passenger and cargo traffic volumes and the number of air traffic movements

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to or from our airports as a result of these factors could adversely affect our business, results of operations, prospects and financial condition.

Our business is highly dependent on the operations of Mexico City International Airport.

In 2011, 2012 and 2013, approximately 51.5%, 52.5% and 51.6%, respectively, of our domestic passengers flew to or from our airports via Mexico City International Airport.  As a result, our domestic traffic is highly dependent upon the operations of Mexico City International Airport.

In 2013, domestic passenger traffic to and from Mexico City International Airport increased 4.6% as a result of increased passenger traffic to and from Reynosa, Mazatlán, Acapulco and Torreón.  We cannot assure you that the airport’s operations will not decrease in the future.

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

As with all airport operators, we are subject to the threat of terrorist attacks.  The terrorist attacks on the United States on September 11, 2001, had a severe adverse impact on the air travel industry, particularly on U.S. carriers and on carriers operating international service to and from the United States.  Airline traffic in the United States fell precipitously after the attacks.  Our terminal passenger volumes declined 5.8% in 2002 as compared to 2001.  Any future terrorist attacks involving one of our airports, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.  Among other consequences, airport operations would be disrupted or suspended during the time necessary to conduct rescue operations, investigate the incident and repair or rebuild damaged or destroyed facilities, and our future insurance premiums would likely increase.  In addition, our insurance policies do not cover all losses and liabilities resulting from terrorism.  Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

Because a substantial majority of our international flights involve travel to and from the United States, we may be required to comply with security directives of the FAA in addition to the directives of Mexican aviation authorities.  On March 29, 2013, the Mexican Bureau of Civil Aviation published mandatory circular CO SA —7.2/10 R2, which requires that all airlines screen checked baggage and that all airports have  screening equipment that complies with specified guidelines.  Security measures taken to comply with future security directives or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our business, results of operations, prospects and financial condition.

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 2011, 2012 and 2013, passenger charges represented 54.4%, 55.8% and 54.2%, respectively, of our total revenues and 61.7%, 62.1% and 60.5%, respectively, of the sum of our aeronautical and non-aeronautical revenues.  Events such as the conflicts in the Middle East and public health crisis such as the Severe Acute Respiratory Syndrome, or SARS, crisis and the Influenza A(H1N1) crisis have negatively affected in the past the frequency and pattern of air travel worldwide.

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On April 30, 2009, former President Felipe Calderón Hinojosa issued a presidential decree instructing Mexicans to remain in their homes for a period of five days to reduce the spread of the Influenza A(H1N1) virus.  The former president also requested that travel should continue to operate subject to special passenger measures, including the use of thermographic cameras to prevent the spread of the A(H1N1) virus.  As a consequence of the presidential decree and public concerns, many people chose to cancel or delay scheduled travel, producing a reduction in passenger traffic and operations during the second quarter of 2009.  Although the World Health Organization recommended that borders remain open and international travel remain unrestricted, these factors affecting passenger traffic continued without change.

Because our revenues are largely dependent on the level of passenger traffic in our airports, any general increase of hostilities relating to reprisals against terrorist organizations, further conflict in the Middle East, further outbreaks of health epidemics such as SARS, Influenza A(H1N1) or other international events of general concern (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.

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

Higher incidences of crime throughout Mexico, including extortion and drug trafficking in particular, could have an adverse effect on our business, results of operations, prospects and financial condition, as it may decrease the international passenger traffic directed to Mexico from abroad.  The travel warning issued by the U.S. Department of State (Bureau of Consular Affairs) on January 9, 2014 (the “Travel Warning”) urges U.S. citizens to defer non-essential travel to the states of Nuevo León (except the metropolitan area of Monterrey), Tamaulipas, the eastern edge of the state of Sonora, which borders the state of Chihuahua, the state of Chihuahua (except the business and shopping districts in the northeast section of Ciudad Juárez and its major industrial parks, and the central downtown section and major industrial parks in the city of Chihuahua), the states of Coahuila, Sinaloa (except the city of Mazatlán), Durango (except the city of Durango), Zacatecas (except the interior of the state and in the city of Zacatecas) and San Luis Potosí (except the city of San Luis Potosí), the northwestern and southern portions of the state of Guerrero (except the cities of Acapulco, Zihuatanejo and Ixtapa), the state of Michoacán (except the cities of Morelia and Lázaro Cardenas), the areas of the state of Nayarit that border the states of Sinaloa or Durango, the areas of the state of Colima that border the state of Michoacán and the areas of the state of Jalisco that border the states of Michoacán and Zacatecas, and to be aware of safety and security when visiting these cities and other regions, such as the metropolitan area of Monterrey, the cities of Mazatlán, Zacatecas, Acapulco, Zihuatanejo and Ixtapa and the states of Baja California, Morelos, Aguascalientes and Veracruz.  The Travel Warning highlights the special concern regarding the situation in Ciudad Juárez, Chihuahua and surrounding areas and notes that in Monterrey, the level of violence and insecurity has remained high.

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

International fuel prices, which represent a significant cost for airlines using our airports, have increased in recent years.  In previous years, these increased costs were among the factors leading to cancellations of routes, decreases in frequencies of flights and in some cases even contributed to filings for bankruptcy by some airlines.  An increase in international fuel prices could have an adverse effect on our results of operations and financial condition.

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

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

Our ability to increase non-aeronautical revenues is, among other factors, significantly dependent upon increasing passenger traffic at our airports and the profitability of other non-aeronautical businesses, such as our Terminal 2 NH Hotel.  We cannot assure you that we will be successful in implementing our strategy of increasing our passenger and cargo traffic or revenues from other non-aeronautical 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 could be exposed to additional risks if we pursue business opportunities in other countries.

From time to time, we may consider strategic participation in airport assets located in other countries.  We may evaluate international expansion opportunities through capital investment in other concessions.  Expansion into a market outside of Mexico could require significant capital expenditures.  If we pursue an international expansion opportunity, we could face internal or external risks, including, without limitation:  (i) a lack of market experience in the relevant country, (ii) foreign exchange and economic volatility, (iii) the dedication of significant management resources to executing the international operation and (iv) exposure to risks inherent to doing business in the relevant country.  Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our business, results of operations, prospects and financial condition, including our capital structure.

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

In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero T2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease with Mexico City International Airport that expires in 2027.  A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.  The Terminal 2 NH Hotel opened in August 2009.  The net amount of our investment in the Terminal 2 NH Hotel as of December 31, 2013, was Ps. 294,218 thousand.

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

As a new business endeavor, the Terminal 2 NH Hotel faces the challenge of maintaining enough market participation as it continues with its operations.  We cannot assure you that the occupancy rate of the hotel will be sufficient to recover our investment.  As of December 31, 2013, total revenues amounted to Ps. 176,510 thousand, as compared to Ps. 158,477 thousand in 2012, due principally to an increase in the annual average rate per room from Ps. 1,478 in 2012 to Ps. 1,619 in 2013 and an increase in the

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annual average occupancy rate from 79.3% in 2012 to 82.5%.  We cannot assure you that the occupancy rate of the hotel or that the annual average rate will continue to increase or that it will not decrease.

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 the Acapulco, Mazatlán and Zihuatanejo airports) 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 Cancún, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Puerto Rico, 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, which could have a direct and indirect impact on our aeronautical and non-aeronautical revenues.

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

In 2013, approximately 72.6% of the sum of our aeronautical and non-aeronautical revenues, were generated from six of our 13 airports.  The Monterrey airport generated the most significant portion of our revenues.  The following table lists the percentage of total revenues generated at our airports, including the percentage of total revenues generated by our hotel services:

Airport	For Year Ended December 31, 2013
Monterrey	44.6%
Culiacán	8.0%
Chihuahua	5.8%
Mazatlán	5.6%
Ciudad Juárez	4.4%
Acapulco	4.2%
Seven other airports, Terminal 2 NH Hotel, Servicios Complementarios del Centro Norte and OMA Logística	27.4%
Total	100.0%

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

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

If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 56.1% of our total employees as of December 31, 2013), 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.

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

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

Of the total aeronautical revenues generated at our airports in 2013, Aeroméxico and its affiliates represented 31.5%, VivaAerobus represented 17.7%, and Interjet represented 15.9%.  In recent years, discount carriers, charter carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market.  In 2013, passengers traveling on discount, charter and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 51.9% of our commercial aviation passenger traffic.

AMR Corporation, the parent company of American Airlines and American Eagle, generated 3.4% of the sum of our aeronautical and non-aeronautical revenues from January 1, 2013, to December 31, 2013, of which American Airlines accounted for 3.3% and American Eagle accounted for 0.1%.  As a percentage of our total passenger traffic, AMR Corporation generated 3.1%, of which American Airlines accounted for 2.1% and American Eagle accounted for 1.0% during the same period.

On November 29, 2011, AMR Corporation announced that AMR Corporation and certain of its U.S.-based subsidiaries filed voluntary petitions for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York.  The same day, the U.S. Bankruptcy Court for the Southern District of New York granted approval of a series of motions to help facilitate American Airlines and American Eagle’s continued normal business operations throughout the reorganization process.  AMR Corporation was granted the exclusive right to propose its own plan of reorganization.  On February 14, 2013, AMR Corporation and US Airways announced that they had signed an agreement to merge.  The merger was effected pursuant to AMR Corporation’s plan of reorganization for itself and certain of its affiliates as part of their Chapter 11 reorganization.  Both companies created a new combined company under the name of American Airlines Group, Inc., which is publicly traded.

Grupo Mexicana, which comprises Mexicana de Aviación, ClickMexicana and MexicanaLink, operated 24 routes at 12 of our 13 airports in July 2010, prior to the bankruptcy filing of Mexicana de Aviación.  On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection (concurso mercantil) before the 11th Federal District Court in Mexico City and that it also sought bankruptcy protection in the United States.  On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, ClickMexicana and MexicanaLink.  During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación.  Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación.  Based on international traffic, Grupo Mexicana generated 13.1% of our traffic, of which Mexicana de Aviación accounted for 9.3%.  Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

As of April 15, 2014, the total amount owed to us by Grupo Mexicana amounted to approximately Ps. 145,845 thousand.  This amount was fully reserved in 2010 and remained reserved as of December 31, 2013.  We have not charged any further amount or generated any interest on the amount owed ever since.  In subsequent bankruptcy proceedings, Mexican courts have ordered the separation of a total of approximately Ps. 132,628 thousand in passenger charges in our favor from the bankruptcy

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proceedings of Mexicana de Aviación, ClickMexicana and MexicanaLink and ordered the airlines to pay us or to declare it legally impossible to execute the payment.  On April 4, 2014 a federal judge declared Grupo Mexicana bankrupt.  Grupo Mexicana will have to sell its remaining assets and pay creditors with the proceeds from such sale.  The union representing Grupo Mexicana flight attendants has declared that it will appeal the decision.  To date, we have not received any portion of the amount due to us.  These amounts may not be recovered from Grupo Mexicana, representing a cash flow risk.

None of our contracts with our airline customers obligate them to continue providing service from our airports, and we can offer no assurance that, if any of our key customers reduced their use of our airports, competing airlines would add flights to their schedules to replace any flights no longer handled by our principal airline customers.  Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenues from our key customers.

In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another (unless the flight originated outside Mexico), which limits the number of airlines providing domestic service in Mexico.  Accordingly, we expect to continue to generate a significant portion of our revenues from domestic travel from a limited number of airlines.

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

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

In recent years, many airlines have reported substantial losses.  In all cases, our revenues from passenger charges and other aeronautical services are secured by a performance bond or other types of guarantees; however, guarantees may not fully cover the amount owed by an airline at a certain date, such as the case of the amount owed to us by Grupo Mexicana.  In the event of the insolvency of any of these airlines, we would not be certain of the collection of any amounts invoiced to that airline in respect of passenger charges.

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

From January 2002 to November 2002, several domestic airlines operating at our 13 airports—Aeroméxico, Mexicana de Aviación, Aeromar and Aeroméxico Connect—refused to pay certain increases in our airport service charges.  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.

Subsequently, we entered into an agreement with the Mexican National Air Transportation Board (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation pursuant to which we settled the existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines.  Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, to establish new routes and other measures expected to increase passenger traffic

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volume at our airports.  We subsequently entered into a new agreement covering the period from August 1, 2009, to December 31, 2011, but did not sign a new agreement with, or offer any incentive through, the National Air Transportation Board in 2012.  In January 2013, we signed a new agreement with the National Air Transportation Board covering the period from January 1, 2013 through December 31, 2015.  Historically, amounts paid under these agreements have not been material, and we do not expect the current agreement or any similar future agreements with the National Air Transportation Board to have a material effect on our results of operations.

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

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

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

The operations of our airports may be affected by the actions of third parties, which are beyond our control.

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

In addition, we depend on third-party providers of certain complementary services such as catering and baggage handling.  For example, Grupo Aeroméxico and Grupo Mexicana together controlled Servicios de Apoyo en Tierra, or SEAT, pursuant to a trust.  SEAT was at one time the largest provider of baggage and handling services at our airports.  In December 2010, the Mexican Bureau of Civil Aviation determined that SEAT did not fulfill the provisions of Article 54 of the Mexican Airport Law and ordered each of Grupo Aeroméxico and Grupo Mexicana to create a business association to provide themselves with complementary services and another separate business association to render services to third parties.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and are in operation as of May 12, 2011.  In the event that Grupo Mexicana resumes operations, the same requirements of the Mexican Bureau of Civil Aviation must be fulfilled if Grupo Mexicana decides to create companies to provide baggage and handling services.  If any service providers, including Administradora Especializada en Negocios, S.A. de C.V., were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves, either of which is likely to result in increased costs and have an adverse impact on our results of operations.

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

Various municipalities have asserted administrative law proceedings against us for the payment of property taxes with respect to the real estate on which we operate our airports in those cities.  We have appealed all the administrative law proceedings against us and, while some have been dismissed by the relevant administrative authority, some are still pending.

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

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

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

On December 18, 2012, a proposed amendment to Article 115 of the Constitution to eliminate airport concessions’ exemption from the payment of property taxes was filed before the House of Deputies (Cámara de Diputados).  The initiative was sent to the Constitutional Commission (Comisión de Puntos Constitucionales) of the House of Deputies for review.  As of April 15, 2014, no further legislative action had been taken with regard to this proposed amendment.  If adopted, this amendment could have a material impact on our business, results of operations, prospects and financial condition.

Recent reforms to the Mexican Constitutional Protection Law (Ley de Amparo) may cause a material adverse effect on our results of operations.

On April 2, 2013, amendments to the Mexican Constitutional Protection Law were published in the Mexican Official Gazette of the Federation (Diario Oficial de la Federación).  These amendments include, among others, new criteria for suspending acts by government authorities relating to concessions granted by the government.  Pursuant to this amendment, such a suspension will not be applied when it would impede the government’s ability to benefit from goods in the public domain.  It is possible that a judge would consider that our airports are government concessions intended for public use.  Therefore, if we are unable to obtain a suspension of a government act that we believe to be unconstitutional, our business, results of operations, prospects and financial condition could be adversely affected.

For instance, on November 19, 2013, the Apodaca municipality executed an inspection order and closed the commercial premises located in the Monterrey airport, which include a strip mall, gas station and industrial park, because they did not have multiple licenses for ground use and/or construction.  A constitutional claim (juicio de amparo) lawsuit was filed against these acts challenging this shutdown and the constitutionality of the municipal order.  The court granted a provisional suspension ordering that municipal authorities remove the barriers and enable the businesses to continue operations.

Additionally, the municipality notified the airport in a different official ruling that the closure actions were flawed and invalid.  Even though the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again.  If there is a new official request from the municipality, the lawsuit filed will be broadened and the constitutionality will be considered in the lawsuit.  As of April 15, 2014, the final resolution of this dispute remains pending.

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Recent reforms to the Mexican Federal Labor Law (Ley Federal del Trabajo) may cause a material adverse effect on our results of operations.

Amendments to several articles of the Mexican Federal Labor Law became effective on November 30, 2012.  The Mexican Federal Labor Law had not been substantially modified since it was enacted in 1970.  The principal changes resulting from the amendments include:  (i) the creation of new models of employment (seasonal employment and employment following training); (ii) increased flexibility for termination of employment; (iii) a requirement that the monthly total of salaries paid on an hourly basis be no less than the minimum mandatory monthly wage in effect; (iv) the application of regulations under the Mexican Federal Labor Law to personnel employed by services companies; (v) an increase in labor inspectors’ power to review employers; (vi) the addition of sexual harassment and other abuses as justified causes for termination of employment; and (vii) a new profit-sharing scheme for employees.  Our business, results of operations, prospects and financial condition may be materially and adversely impacted as a result of increases in labor costs or modified labor conditions derived from the interpretation of the Mexican courts of the recent amendments to the Mexican Federal Labor Law.

Natural disasters could adversely affect our business.

From time to time, the Northern and Central regions of Mexico experience torrential rains, hurricanes (particularly during the months of July through September) and, depending on the region, earthquakes and volcanic activity.  In addition, the Mazatlán, Culiacán and Acapulco airports are susceptible to occasional flooding due to torrential rainfall.

Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports.  Any of these events could reduce our passenger and cargo traffic volume.  The occurrence of natural disasters in the destinations that we serve could adversely affect our business, results of operations, prospects and financial condition.

In July 2013, the equivalent of the average rainfall over a one-year period caused the overflow of Cacahuateles and Nogales rivers and the partial cessation of operations for 14 hours at the Chihuahua airport.  Additionally, in September 2013, Hurricane Manuel struck the Pacific coast of Mexico, affecting the Acapulco and Zihuatanejo airports.  The Acapulco airport ceased operations for five days and implemented “air bridge” operations to evacuate a total of 28,724 stranded passengers and did not collect fees from the airlines or passengers during these operations.  The costs related to the air bridge and damage to the physical facilities at the Acapulco, Chihuahua and Zihuatanejo airports as a result of these storms did not have any material impact on our financial results.  At the Acapulco airport, we had Ps. 51,561 thousand in estimated damages.

We have insurance for the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but we do not have insurance covering losses due to resulting business interruption.  Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on any of our insurance policies.

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

As is the case with many other domestic and international airports around the world, several of our airports, including the Culiacán, Mazatlán and Zihuatanejo airports, have only one commercial aviation runway.  We cannot assure you that the operation of our runways will not be disrupted due to required maintenance or repairs.  In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control.  The closure of

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any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition.

We are exposed to risk related to construction projects.

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

In accordance with applicable labor laws, subcontractors are required to register their employees with the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), and anyone employing the services of subcontractors that have failed to comply with these laws is jointly liable for the payment of social security obligations as well as any applicable penalties.  Therefore, if subcontractors providing services at our airports do not have their employees registered at the Mexican Social Security Institute, we could be held jointly liable for the payment of social security obligations that such contractors may have, as well as any applicable penalties.

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

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

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

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

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

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

To allow the future expansion of the Monterrey airport, in February and June 2007, March and May 2008, July and December 2009 and February, July and December 2010, we completed acquisitions

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of land surrounding the airport with an aggregate area of 777 hectares (3 square miles), including the construction of a second runway, for an aggregate price of Ps. 1,559,381 thousand (U.S.$ 121.3 million).  Improvements made to airport facilities at our expense may be recognized by the Mexican Bureau of Civil Aviation as part of the Company’s investment in the airport concession.  We received authorization from the Mexican Bureau of Civil Aviation to reallocate Ps. 386,538 thousand (amount expressed in nominal 2009 pesos) of our investment in this land to investments included in the 2011–2015 master development program for the Monterrey airport.  We cannot assure you that the remaining amount of the investments will be recognized by the Ministry of Communication and Transportation in the future.

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

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

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

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

We are dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity risks.

We rely on a variety of information technology to manage our operations.  The proper functioning of these systems is critical to the efficient operation and management of our business.  In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business.  These changes may be costly and disruptive to our operations, and could impose substantial demands on management time.  Our systems may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break-ins, unauthorized access and cyber-attacks.  Currently, our information systems are protected with backup systems, including physical and software safeguards located outside of our offices for protection purposes, and a cold site on certain systems to recover information technology operations; furthermore, we undertake other steps to secure our systems and electronic information from exogenous events.  These safety components reduce the risk of disruptions, failures or security breaches of our information technology infrastructure and are reviewed periodically by external advisors.  The measures that we take to secure our systems and electronic information may not be adequate.  Any such disruption, failure or security breach of our information technology infrastructure, including our back-up systems, could have a negative impact on our operations.

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

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

Mexico’s environmental legislation could limit the growth of some of our airports.

There are areas protected by Mexican environmental laws within the grounds of the Acapulco and Zihuatanejo airports, and there are restrictions on any construction or development of any infrastructure within these areas.  According to the Mexican Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) norm NOM-059-2001, mangroves are protected species, and it is a criminal offense to remove such species.

For new buildings, extensions and/or modifications at airports that include a total or partial removal of forest vegetation for non-forest activities, it is necessary to obtain approval for a change in the use of the forest area, as provided by the Sustainable Forestry Development Act (Ley General de Desarrollo Forestal Sustentable).

The National Water Commission (Comisión Nacional del Agua) has the authority to restrict water use in some of our airports due to water shortage in the north of Mexico.  Airports such as Monterrey and Ciudad Juárez are affected by these regulations that could limit future growth of infrastructure and operations at those airports.

Several of our airports, such as Ciudad Juárez, Tampico and Torreón, are located in densely populated urban areas, which are subject to more restrictive environmental regulations (such as limitations on noise pollution and air emissions) that may limit our ability to expand.  This could adversely affect our results of operations.

Furthermore, the General Law on Climate Change (Ley General de Cambio Climático)  was adopted and published in the Official Gazette on June 6, 2012, which, among other objectives: (i) regulates greenhouse gases and emissions so as to stabilize their concentrations in the atmosphere to a point where they will not increase climate change, in consideration of the goals set forth by the UN Framework Convention on Climate Change; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy.

The regulations regarding climate change in effect or their enforcement may have a material adverse effect on our business, results of operations, prospects and financial condition.

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

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

Under the Mexican Airport Law, we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft.  Under Mexican law, we may be liable to third parties for

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personal injury or property damage resulting from the performance of such inspection.  In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if security measures for carry-on luggage are required to be enhanced, which could increase our liability or adversely affect our operating results.

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

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration (“TSA”)) is responsible for screening checked baggage.  We completed the purchase and installation of screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  On March 29, 2013, the Mexican Bureau of Civil Aviation published mandatory circular CO SA-17.2/10 R2, which supersedes mandatory circular CO SA-17.2/10 R1 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.

We are exposed to risks related to handling cargo.

The air cargo system is a complex, multi-faceted network that handles a vast amount of freight, packages and mail carried aboard passenger and all-cargo aircraft.  The air cargo system is vulnerable to several security threats, including:  potential plots to place explosives aboard aircraft; illegal shipments of hazardous materials; criminal activities, such as smuggling and theft; and potential hijackings and sabotage by persons with access to aircraft.  Several procedural and technology initiatives to enhance air cargo security and detect terrorist and criminal threats have been put in place, such as an x-ray machine certified by the TSA in the bonded OMA Carga area at the Monterrey airport, or are under consideration.

We may be subject to risks related to the integrity of our facilities or the reduction of our cargo traffic volume.  The occurrence of such events could adversely affect our business, results of operations, prospects and financial condition.

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

We are organized under the laws of Mexico, and all of our directors, officers and controlling persons reside in Mexico.  In addition, a substantial portion of our assets and the assets of our directors, officers and controlling persons are located in Mexico.  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 our directors, officers and controlling persons, including in any action based on civil liabilities under U.S. federal securities laws.  There is doubt as to the enforceability in 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.

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Risks Related to Our Shareholders

Aeroinvest, S.A. de C.V. (Aeroinvest), and Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA), control our management, and their interests may differ from those of other shareholders.

Aeroinvest is the beneficial owner of 37.1% of our total capital stock.  Aeroinvest directly owns Series B shares representing 24.7% of our total capital stock and Series A shares of SETA representing 74.5% of its capital stock.  SETA in turn owns Series BB shares and Series B shares that collectively represent 16.7% of our capital stock.  Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to our Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors.  SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management).  Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders.  If at any time before June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but its other special rights would be unaffected).  If at any time after June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights.  As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place.  Pursuant to our bylaws, the technical assistance agreement entered into with SETA providing for management and consulting services (the “Technical Assistance Agreement”), a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA) (the “Participation Agreement”) and a trust with Bancomext into which SETA has placed its shares (the “Bancomext Trust”), SETA was required to retain at least 51% of its Series BB shares until June 14, 2007, after which it became entitled to transfer up to one eighth of such 51% during each year thereafter.  To date, SETA has not executed its right to transfer its Series BB shares.  The rights and obligations of SETA in our management are explained in “Item 7.  Major Shareholders and Related-Party Transactions—Major Shareholders.”

In the event of the termination of the Technical Assistance Agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights.  So long as the Technical Assistance Agreement remains in effect and SETA continues to hold any Series BB shares, it also has the obligation to appoint and nominate the same directors and officers that it currently is entitled to appoint under our bylaws.  The Technical Assistance Agreement sets forth certain qualifications that members of our management appointed by them must have.  The Technical Assistance Agreement will remain in effect until June 14, 2015, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise.

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

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In addition to these special rights of SETA, Aeroinvest is entitled under Mexican law to elect one director to our board for each 10% of our capital stock that it owns.  Thus, Aeroinvest’s ownership of 37.1% of our capital stock entitles it to elect three members of our Board of Directors.  SETA and Aeroinvest are each subsidiaries of Empresas ICA, S.A.B. de C.V. (“Empresas ICA”).

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

If SETA, one of our principal shareholders, should sell or otherwise transfer all or a portion of our Series BB shares that it holds, our operations could be adversely affected.

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

Future sales of shares by us and our shareholders may depress the price of our Series B shares and ADSs.

On May 15, 2013, we filed a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission (“SEC”), which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock.

Future sales of substantial amounts of our capital stock, or the perception that such future sales may occur, may depress the price of our Series B shares and ADSs.  Pursuant to our shelf registration statement, we and Aeroinvest are permitted to sell the remaining 31,000,000 Series B shares registered under the shelf registration statement, directly or in the form of ADSs.  Additionally, though we, Aeroinvest and our executive officers and directors entered into a lock-up agreement for a period of 90 days (with respect to us and our executive directors) and 365 days (with respect to Aeroinvest and its executive directors) from July 9, 2013, the date of the prospectus supplement, our other shareholders were not subject to any lock-up agreements.  Consequently, they were still able to freely transfer their Series B shares immediately following the offering, directly or in the form of ADSs.  Any such sale may lead to a decline in the price of our Series B shares and ADSs.  We cannot assure you that the price of our Series B shares and ADSs would recover from any such decline in value.

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Risks Related to Mexico

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

In 2011, 2012 and 2013, domestic terminal passengers have represented approximately 84.8%, 85.5% and 86.2%, respectively, of the passenger traffic volume in our airports.  In addition, all of our assets are located, and all of our operations are conducted, in Mexico.  Accordingly, our financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in Mexico.  As a result, our business, financial condition and results of operations could be adversely affected by any deterioration of the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico or by other negative political, social and economic developments in Mexico.

In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange-rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates.

In 2011, GDP increased by 4.0%, and inflation was 3.8%.  In 2012, GDP increased by 3.9%, and inflation was 3.6%.  In 2013, GDP increased by 1.1%, and inflation was 4.0%.

During 2013, average reference interest rates in Mexico decreased by 20.9% compared to 2012.  The annualized interest rates on 28-day short-term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 5.4%, 4.4%, 4.2%, 4.2% and 3.8% for  2009, 2010, 2011, 2012 and 2013, respectively.  To the extent that we incur peso-denominated debt in the future, it could be at high interest rates.

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

Since the beginning of 2011, Grupo Aeroméxico, Interjet, VivaAerobus and Volaris have gradually increased the number of operations to recover the domestic market left by Grupo Mexicana and started flying with higher-capacity equipment.  As for the international market left by Grupo Mexicana, only the Monterrey-New York and Zacatecas-Oakland routes have not been taken over by any other airline.

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

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

Multiparty rule is still relatively new in Mexico, and new legislative initiatives could result in economic or political conditions that could materially and adversely affect our business.

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Changes in laws, public policies or regulations, may affect the political and economic environment in Mexico, and consequently they may contribute to economic uncertainty and to heightened volatility of the Mexican capital markets and in securities issued by Mexican companies.  In addition, because in the July 1, 2012 election for Congress, no single party obtained a clear majority, governmental gridlock and political uncertainty may occur.

In 2013, Mexico’s Congress passed an energy reform plan and a comprehensive tax reform plan. Any changes in the Mexican economy or the Mexican government’s economic policies may have a negative effect on our business, financial condition and  results of operations.  We cannot provide any assurances that political or social developments in Mexico, over which we have no control, will not have an adverse effect on Mexico’s economic situation and on our business, results of operations, financial condition and ability to repay our indebtedness.  Finally, we cannot provide any assurances that drug-related violence and crime will be contained, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

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

Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume.  Between January 4, 2010, and December 30, 2011, the peso fluctuated between Ps. 12.91 per U.S.$ 1.00 and Ps. 13.95 per U.S.$ 1.00, reaching Ps. 14.25 per U.S.$ 1.00 on November 25, 2011.  From September 30, 2010, to March 31, 2011, the peso appreciated by approximately 5.4%, from Ps. 12.60 per U.S.$ 1.00 to Ps. 11.92 per U.S.$ 1.00.  Between March 31, 2011, and September 30, 2011, the peso fluctuated between Ps. 11.92 and Ps. 13.77 per U.S.$ 1.00.  From September 30, 2011, to March 30, 2012, the peso depreciated by approximately 7.0% from Ps. 13.77 per U.S.$ 1.00 to Ps. 12.81 per U.S.$ 1.00.  Between March 30, 2012 and September 28, 2012, the peso fluctuated between Ps. 12.81 and Ps. 12.86 per U.S.$ 1.00.  From September 28, 2012 to March 29, 2013, the peso fluctuated between Ps. 12.86 per U.S.$ 1.00 and Ps. 12.32 per U.S.$ 1.00.  Between March 29, 2013 and September 30, 2013, the peso fluctuated between Ps. 12.32 and Ps. 13.16 per U.S.$ 1.00.  The peso subsequently began to appreciate, reaching Ps. 13.10 per U.S.$ 1.00 on April 15, 2014.

A depreciation of the peso affects our business in the following ways:  (i) international passengers and international flights pay tariffs denominated in U.S. dollars, while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight; thus, any depreciation of the Mexican peso has a positive impact on our results from operations, which are denominated in Mexican pesos; and (ii) we have financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos thus causing foreign exchange losses.  As of December 31, 2013, we had U.S.$ 16.3 million of liabilities denominated in U.S. dollars.

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

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

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

In recent years, the Mexican government has implemented changes to the tax laws applicable to Mexican companies, including us.  The terms of our concessions do not exempt us from any changes to the Mexican tax laws.  Should the Mexican government implement changes to the tax laws that result in our having significantly higher income tax, we will be required to pay the higher amounts due pursuant to any such changes, which could have a material adverse impact on our results of operations.  For example the issuance of the Business Flat Tax (Impuesto Empresarial a Tasa Única), which was published on October 1, 2007 and repealed in 2013, adversely impacted our results of operations in 2007, 2008, 2009, 2010, 2011, 2012 and 2013. See “Item 5.  Operating and Financial Review and Prospects—Taxation.”  In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on our business, results of operations, prospects and financial condition.

Most recently, on November 1, 2013, Mexico’s Congress approved several tax reforms that became effective at the beginning of 2014.  These reforms include changes to the Income Tax Law (Ley del Impuesto Sobre la Renta), Value Added Tax Law (Ley del Impuesto al Valor Agregado) and the Tax Code (Código Fiscal de la Federación).  The tax reforms also repeal the Business Flat Tax Law and the Tax on Cash Deposits Law (Ley del Impuesto a los Depósitos en Efectivo).

The main result of the recent tax reforms was the elimination of a previously recognized deferred Business Flat Tax liability and the recognition of deferred asset taxes based only on the Corporate Income Tax at a number of our airports representing Ps. 339,325 thousand.  In 2013, this resulted in a negative effective tax rate of 12.6%, compared to an effective tax rate of 26.0% in 2012.  We cannot predict the impact that future federal tax legislation reforms in Mexico may have on our financial condition and results of operations

Developments in other countries may affect us.

The market value of securities of Mexican companies may be, to varying degrees, affected by economic and market conditions in other countries.  Although economic conditions in these countries may differ significantly from economic conditions in 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 the sharp drop in Asian securities markets and the economic crises in Argentina, Brazil, Greece, Italy, Portugal, Russia, Spain, Venezuela and the United Arab Emirates.

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

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

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

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

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States.  For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the Mexican Securities Law, it may be difficult for minority shareholders to bring an action against directors for breach of these duties and achieve the same results as in most jurisdictions in the United States.  Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012.  However, these rules and procedures are different and more limited than those in place in the United States. Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders.

Mexican law and our bylaws restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.

As required by Mexican law, our bylaws provide that non-Mexican shareholders shall be considered as Mexicans in respect of their ownership interests in the Company and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances.  Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in the Company.  If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government.

We are subject to different corporate disclosure 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.

Risks Related to Our ADSs

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 generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in the Company.  Rights to purchase shares in these circumstances are known as preemptive rights.  We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase unless we file a registration statement with the SEC, with respect to that future issuance of shares, or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended.

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 shares in the United States to participate in a preemptive rights offering.  In addition, under current Mexican law, sales by the depository of preemptive rights and distribution of the proceeds from

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such sales to you, the ADS holders, is not possible.  As a result, your equity interest in the Company may be diluted proportionately.

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

Under Mexican law, a shareholder is required to deposit its shares with the Secretary of the Company, S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), a Mexican or foreign credit institution or a brokerage house in order to attend a shareholders’ meeting.  A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings.  A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with the procedures provided for in the deposit agreement, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

FORWARD-LOOKING STATEMENTS

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

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

·statements of our plans, objectives or goals,

·changes in our regulatory environment,

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

·statements of assumptions underlying such statements.

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

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

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

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Item 4.Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., which we refer to by the acronym “GACN”, is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico.  We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment.  The duration of our corporate existence is indefinite.  We are a holding company and conduct substantially all of our operations through our subsidiaries.  The terms “GACN”, “the Company”, “we”, “us” and “our” in this annual report refer to Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified.  Our registered office is located at Torre Latitud, L501, Piso 5, Av. Lázaro Cárdenas 2225, Col. Valle Oriente, San Pedro Garza García, Nuevo León, Mexico, telephone +52.81.8625.4300.  Our U.S. agent is Puglisi & Associates.  Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Investment by SETA and Its Affiliates

In 2000, as part of the first stage of our privatization, the Mexican government sold Series BB shares currently representing 14.7% of our capital stock to SETA, in a public bidding process.  Pursuant to this transaction, SETA paid the Mexican government a total of Ps. 864,055,578 (amount in nominal pesos, excluding interest) (U.S.$ 76.0 million based on the exchange rate in effect on the date of SETA’s bid) in exchange for:

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

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

·an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005, and 2% of which was exercised in September 2006); and

·the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA), a 15-year Technical Assistance Agreement setting forth SETA’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the public bidding process.  These agreements are described in greater detail under “Item 7.  Major Shareholders and Related-Party Transactions.”

SETA’s current shareholders are:

·Aeroinvest, which owns 74.5% of SETA.  Aeroinvest is a wholly owned subsidiary of Empresas ICA.  Aeroinvest also directly owns Series B shares representing 24.7% of our total capital stock.  Based on data from the Mexican Chamber of the Construction Industry (Cámara Mexicana de la Industria de la Construcción) and the Mexican National Institute of Statistics and Geography, Empresas ICA, the parent of Aeroinvest, is the largest engineering, procurement and construction company in Mexico and the largest provider in Mexico of construction services to both public- and private-sector clients.  Empresas ICA’s principal lines of business are the construction of infrastructure facilities, as well as industrial, urban, and housing construction and it has increased its participation in construction-related

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businesses both in Mexico and in foreign markets, such as infrastructure operations and, as of 2012, mining services.  In addition, Empresas ICA is engaged in the development and marketing of real estate, the construction, maintenance and operation of highways, social infrastructure and tunnels and in the management and operation of water supply systems and solid waste disposal systems.  Empresas ICA is listed on the Mexican Stock Exchange and the New York Stock Exchange.

·Aéroports de Paris Management, S.A., which owns 25.5% of SETA.  Aéroports de Paris Management is a wholly owned subsidiary of Aéroports de Paris, S.A., a French company recognized as a leading European airport group.  Aéroports de Paris, S.A. was previously the direct owner of the 25.5% participation in SETA until August 2006 when it transferred its participation in SETA to Aéroports de Paris Management.  For more than 40 years, Aéroports de Paris has operated the Charles de Gaulle and Orly airports in France, managing 90.3 million passengers in 2013.  Aéroports de Paris is listed on the Eurolist Market of Euronext Paris S.A.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2013 amounted to approximately Ps. 66,643 thousand.  This agreement is more fully described in “Item 7.  Major Shareholders and Related-Party Transactions.”

Initial Public Offering

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

Master Development Programs and Capital Expenditures

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

The following table sets forth our current committed investments under our master development programs by airport for 2011 through 2015.  Figures are updated based on the Producer Price Index (excluding fuel):

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Committed Investments Under Master Development Programs by Airport
for 2011 through 2015

	Year Ended December 31,
						Total
	2011	2012	2013	2014	2015	2011–2015
	(in thousands of pesos)
Acapulco	30,892	60,127	57,768	116,738	31,841	297,366
Ciudad Juárez	17,964	37,272	89,279	19,498	15,834	179,847
Culiacán	55,121	55,836	92,025	71,766	55,477	330,225
Chihuahua	24,388	37,210	55,731	14,788	10,693	142,810
Durango	37,505	22,761	12,166	22,117	3,893	98,442
Mazatlán	19,963	28,539	49,960	103,761	28,986	231,209
Monterrey	272,124	91,304	246,027	249,857	119,243	978,555
Reynosa	33,786	39,279	35,390	25,711	6,386	140,552
San Luis Potosí	19,801	21,220	56,135	51,373	42,724	191,253
Tampico	32,595	47,166	45,706	17,967	13,654	157,088
Torreón	31,854	13,844	36,186	25,632	4,293	111,809
Zacatecas	18,465	39,638	26,588	10,667	11,606	106,964
Zihuatanejo	18,066	46,951	26,521	50,304	27,482	169,324
Total	612,524	541,147	829,482	780,179	372,112	3,135,444

The following table sets forth our current committed investments under our master development programs by category for 2011 through 2015.  Figures are updated based on the Producer Price Index (excluding fuel):

Committed Investments Under Master Development Programs by Category
for 2011 through 2015

	Year Ended December 31,
						Total
	2011	2012	2013	2014	2015	2011–2015
	(in thousands of pesos)
Terminals	51,965	79,794	185,927	237,095	71,495	626,276
Runways and aprons	75,727	155,928	288,685	262,687	155,556	938,583
Machinery and equipment	158,128	76,250	193,107	139,520	54,084	621,089
Baggage-screening system – investments	149,912	15,925	6,884	3,243	55,176	231,140
Security – investments	51,197	140,851	60,190	44,344	20,845	317,427
Other	125,595	72,399	94,689	93,290	14,956	400,929
Total	612,524	541,147	829,482	780,179	372,112	3,135,444

Expenditures incurred to comply with our obligations under the master development programs include capital expenditures for fixed assets, expenditures associated with improvements to our concession assets, major maintenance costs and other items recorded as operating costs as incurred.  Major maintenance expenditures are not subject to capitalization and reduce our major maintenance provision.  See “Item 5.  Operating and Financial Review and Prospects—Critical Accounting Policies—

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Major Maintenance Provision.”  Thus, not all expenditures incurred to comply with our obligations under the master development programs will constitute capital expenditures.

In addition to investments in our master development programs, we have also invested in commercial and real estate opportunities, including our investment in a hotel in Terminal 2 of Mexico City International Airport.

The following table sets forth our actual capital expenditures, including capital expenditures made pursuant to our master development programs and other strategic capital expenditures by airport for 2011 through 2013:

Actual Capital Expenditures by Airport for 2011 through 2013

	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos)
Acapulco	6,296	23,875	50,246
Ciudad Juárez	9,768	28,395	11,548
Culiacán	13,504	69,615	20,833
Chihuahua	21,807	30,479	22,099
Durango	2,100	1,673	23,959
Mazatlán	12,916	13,657	15,779
Monterrey	199,013	96,724	85,737
Reynosa	3,556	33,778	18,297
San Luis Potosí	1,635	10,885	84,355
Tampico	6,954	9,772	7,006
Torreón	1,100	10,912	14,717
Zacatecas	3,191	22,251	26,545
Zihuatanejo	75,489	26,488	27,561
Other	27,703	13,626	35,789
Total	385,032	392,130	444,471

The following table sets forth our actual capital expenditures by category across all of our airports for 2011 through 2013:

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Actual Capital Expenditures by Category for 2011 through 2013

	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos)
Terminals	85,270	175,648	171,747
Runways and aprons	0	29,716	82,526
Machinery and equipment	8,845	77,638	28,767
Land	12,141	378	0
Baggage screening system – investments	220,066	6,789	0
New businesses	17,306	4,292	707
Other	41,404	97,669	160,724
Total	385,032	392,130	444,471

For the year ended December 31, 2013, our capital expenditures totaled Ps. 444,471 thousand.  Our capital expenditures for 2013 were dedicated primarily to our committed investments pursuant to our master development programs.

Our capital expenditures from 2011 through 2013 were allocated to the following types of investments at the majority of our airports:

·Terminals.  We remodeled and performed expansion projects at our airports to improve our departure lounges, baggage-claim and arrival areas, lighting and air conditioning systems, office spaces, taxi and other ground transportation.

·Paved surfaces.  We improved our runways, taxiways and service roads, including lighting systems, to meet and in certain cases exceed ICAO standards.  We also expanded several aircraft apron areas.

·Machinery and equipment.  We invested in machinery and equipment such as aircraft-approved fire-extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment, ambulances, elevators, moving walkways and public information systems, among others.

·Land.  As part of our strategic investments, in 2011 territorial reserves of Ps. 15,283 thousand were purchased to develop and expand our key airports.  In 2012 and 2013, we did not purchase any territorial reserves.

·Baggage screening system – investments.  We purchased and installed screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines to undergo a comprehensive screening process for the detection of explosives.

·New businesses.  In 2011, we developed a shopping center and office plaza located close to the bonded area between Terminal A and Terminal C of the Monterrey airport.  This construction consists of a two-story building with a commercial space on the lower level and office space for rent on the upper level.  A further explanation of our diversification activities is described in “Item 4.  Information on the Company—Business Overview—Non-Aeronautical Services.”

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

BUSINESS OVERVIEW

Our Operations

Through our subsidiaries, we hold concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in the country’s central and northern regions.  Each of our concessions has a term of 50 years beginning on November 1, 1998.  The term of each of our concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for up to 50 additional years.  The terms of our concessions also include the right to occupy, use and improve the land appurtenant to our airports, which we do not own and which will revert to the Mexican government upon the termination of our concession.  As operator of the 13 airports under our concessions, we charge fees to airlines, passengers and other users for the use of the airports’ facilities.  We also derive rental and other income from commercial activities conducted at our airports, such as the leasing of space to restaurants and retailers.

We operate 13 airports, which serve a major metropolitan area (Monterrey), three tourist destinations (Acapulco, Mazatlán and Zihuatanejo), seven regional centers (Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas) and two border cities (Ciudad Juárez and Reynosa).  Our airports are located in nine of the 31 Mexican states, covering a territory of approximately 926,421 square kilometers (575,667 square miles), with a population of approximately 24.0 million according to the Mexican National Institute of Statistics and Geography.  All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and to maintain customs and immigration services managed by the Mexican government, as well as refueling services.

According to figures published by the Mexican Bureau of Civil Aviation, our total aviation passenger traffic accounted for approximately 14.2% of all arriving and departing total aviation passengers in Mexico in 2013.

In 2013, we recorded revenues of Ps. 3,418,058 thousand (U.S.$ 261.6 million) and consolidated net income of Ps. 1,201,364 thousand (U.S.$ 92.0 million).  In 2013, the sum of our aeronautical and non-aeronautical revenues was Ps. 3,065,370 thousand (U.S.$ 234.6 million).  In 2013, our airports handled approximately 13.3 million terminal passengers, an increase of 5.5% with respect to the 12.6 million terminal passengers handled in 2012.

Our airports serve several major international routes, including Monterrey-Dallas, Monterrey-Houston, Monterrey-Atlanta, Mazatlán-Phoenix, Monterrey-Las Vegas, Zihuatanejo-Los Angeles and Mazatlán-Los Angeles.  Our airports also serve several other major international destinations, including San Antonio, Dallas, Chicago, Los Angeles, Detroit and Houston in the United States and Panama City.  In addition, our airports serve major resort destinations, such as Acapulco, Mazatlán and Zihuatanejo, which are popular destinations in Mexico frequented by tourists from Mexico, the United States and Canada.  Our airports also serve major domestic routes, including Monterrey-Mexico City, which was the country’s busiest domestic route in 2013, with approximately 2.7 million total passengers (including passengers flying directly to the nearby airport of Toluca, which are counted together with those flying to Mexico City), according to the Mexican Bureau of Civil Aviation.  Other major domestic routes served by our airports include Cancún-Monterrey, Mexico City-Chihuahua and Mexico City-Culiacán, with approximately 717,768, 534,467 and 422,495 total passengers, respectively, in 2013 according to the Mexican Bureau of Civil Aviation.

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In the last quarter of 2011, VivaAerobus started flying new international routes at the Monterrey airport to and from Chicago, San Antonio, Miami and Orlando, on October 14, November 8, November 11 and November 19, respectively.  Copa Airlines also started operations at the Monterrey airport with a new international route to and from Panama City, which started on December 7, 2011 with four flights per week.  During 2012, Avianca also started operations at the Monterrey airport with a new international route to and from San José, Costa Rica, which started on June 2, 2012 with three flights per week.  Interjet started flying new international routes at the Monterrey airport to and from Havana and San Antonio on October 25 and November 11, respectively.  Volaris started flying a new international route at the Culiacán airport to and from Los Angeles on August 4, 2012.  United started flying a new international route at the Durango airport to and from Los Angeles on March 10, 2012.  Magnicharters started flying a new international route at the Monterrey airport to and from Las Vegas on March 15, 2012.

Our international traffic in 2013 increased by 0.4% compared to 2012, principally as a result of Interjet’s new Monterrey-Las Vegas route, Aeromexico’s new Monterrey-Chicago route, Aeromar’s new  San Luis Potosí-McAllen route and American Eagle’s new Zacatecas-Dallas route.

Monterrey and its metropolitan area is the third largest city in Mexico based on population, with a population of approximately 3,930,388.  Monterrey ranks among Mexico’s most established urban and commercial centers and is the capital of the state of Nuevo León, Mexico’s eighth largest state based on population, which is 4,653,458, according to the Mexican National Institute of Statistics and Geography’s 2010 national population census.  It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities.  Business travelers account for a substantial portion of passengers at the Monterrey airport.  The airport is our leading airport based on passenger traffic volume, air traffic movements and contribution to revenues and ranked as the fourth busiest airport in Mexico based on passenger traffic volume in 2013, according to data published by the Mexican Bureau of Civil Aviation.  In 2013, our Monterrey airport accounted for approximately 48.3% of our terminal passenger traffic, 42.2% of our total revenues and 44.6% of the sum of our aeronautical and non-aeronautical revenues.

Three of our airports, Acapulco, Mazatlán and Zihuatanejo, serve popular Mexican tourist destinations.  Of these tourist destinations, Acapulco and Mazatlán are the largest, with Acapulco constituting Mexico’s 19th largest international tourist destination and Mazatlán the 17th largest based on the number of visitors in 2013, according to the Mexican National Institute of Migration (Instituto Nacional de Migración).  Acapulco is a principal port of call for cruise ships.  In 2013, the Acapulco, Mazatlán and Zihuatanejo airports collectively accounted for 13.6% of our aggregate terminal passengers, 14.4% of our total revenues and 13.3% of the sum of our aeronautical and non-aeronautical revenues.

Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with such diverse economic activities as mining (the Durango and Zacatecas airports), maquiladora manufacturing (the Chihuahua and Torreón airports), petroleum and chemical production (the Tampico airport), agriculture and livestock (the Culiacán airport) and transportation and logistics (the San Luis Potosí airport).  In 2013, these seven regional airports collectively accounted for 29.9% of our aggregate terminal passengers, 29.4% of our total revenues and 27.3% of the sum of our aeronautical and non-aeronautical revenues.

The remaining two airports in the group, the Ciudad Juárez and Reynosa airports, serve cities situated along the border of Mexico and the United States.  Both Ciudad Juárez and Reynosa are popular entry points to the United States.  In 2013, the Ciudad Juárez and Reynosa airports collectively accounted for 8.2% of our aggregate terminal passengers, 7.1% of our total revenues and 7.0% of the sum of our aeronautical and non-aeronautical revenues.

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In addition, we have an investment with a Mexican subsidiary of the international hotel operator NH Hoteles SA under Consorcio Grupo Hotelero T2 to develop and operate a 287-room hotel and more than 5,000 square meters (53,820 square feet) of commercial space inside Terminal 2 of Mexico City International Airport under a lease agreement with Mexico City International Airport that expires in 2027.  The Terminal 2 NH Hotel opened in August 2009.

Airlines based in Terminal 2 of Mexico City International Airport include Aeromar, Aeroméxico and Aeroméxico Connect, Copa, Delta and LAN.  We consider this a key part of our strategy to increase our non-aeronautical revenues.

The following table provides summary data for each of our 13 airports for the years ended December 31, 2011, 2012 and 2013:

	Year Ended December 31,
	2011					2012					2013
Airport	Terminal Passengers		Revenues(1)		Revenues per Terminal Passenger(2)	Terminal Passengers		Revenues(1)		Revenues per Terminal Passenger(2)	Terminal Passengers		Revenues(1)		Revenues per Terminal Passenger(2)
	(Number in millions)	%	(in millions of pesos)	%	(pesos)	(Number in millions)	%	(in millions of pesos)	%	(pesos)	(Number in millions)	%	(in millions of pesos)	%	(in pesos)
Metropolitan destination:
Monterrey	5.6	47.4	1,094.5	47.2	196.0	6.1	48.5	1,282.1	48.5	210.0	6.4	48.3	1,367.4	48.3	213.1
Total metropolitan destination	5.6	47.4	1,094.5	47.2	196.0	6.1	48.5	1,282.1	48.5	210.0	6.4	48.3	1,367.4	48.3	213.1
Tourist destinations:
Acapulco	0.6	5.1	125.7	5.4	210.8	0.5	4.3	118.2	4.5	216.1	0.6	4.6	128.7	4.5	208.5
Mazatlán	0.7	6.1	159.2	6.9	220.3	0.7	5.3	157.0	5.9	234.5	0.7	5.5	170.8	6.0	233.5
Zihuatanejo	0.5	4.1	95.1	4.1	198.0	0.5	3.6	107.0	4.1	233.7	0.5	3.5	109.0	3.9	237.2
Total tourist destinations	1.8	15.3	380.0	16.4	211.2(3)	1.7	13.3	382.2	14.5	228.3(3)	1.8	13.6	408.5	15.4	225.9(3)
Regional destinations:
Chihuahua	0.8	6.6	147.4	6.4	188.5	0.9	6.8	166.4	6.3	194.6	0.9	6.7	178.5	6.3	201.5
Culiacán	1.1	9.1	192.0	8.3	179.4	1.2	9.3	220.9	8.4	189.1	1.3	9.4	244.1	8.6	194.9
Durango	0.2	1.9	44.4	1.9	195.6	0.2	1.9	51.8	2.0	214.0	0.2	1.8	51.5	1.8	218.2
San Luis Potosí	0.2	2.1	63.9	2.8	247.9	0.3	2.2	77.1	2.9	284.5	0.3	2.0	80.1	2.8	306.1
Tampico	0.5	4.7	105.6	4.5	192.6	0.6	4.7	120.2	4.6	202.1	0.6	4.6	123.8	4.4	203.4
Torreón	0.4	3.2	77.5	3.3	206.2	0.4	3.3	90.5	3.4	218.1	0.5	3.5	101.4	3.6	217.0
Zacatecas	0.2	2.1	51.2	2.2	206.5	0.3	2.1	57.9	2.2	218.2	0.3	2.0	58.4	2.1	225.0
Total regional destinations	3.5	29.7	681.9	29.4	194.2(3)	3.8	30.3	784.8	29.7	205.9(3)	4.0	29.9	837.9	29.6	211.0(3)
Border destinations:
Ciudad Juárez	0.7	5.7	119.8	5.2	177.9	0.7	5.6	131.0	5.0	187.3	0.7	5.3	135.2	4.8	192.3
Reynosa	0.2	1.8	42.7	1.8	197.3	0.3	2.4	61.9	2.3	204.2	0.4	3.0	79.3	2.8	202.3
Total border destinations	0.9	7.6	162.5	7.0	182.6(3)	1.0	8.0	192.9	7.3	192.4(3)	1.1	8.2	214.5	7.6	195.9(3)
AIRPORT REVENUES(1)	11.8	100	2,318.9	100	196.8(3)	12.6	100	2,642.0	100	209.8(3)	13.3	100	2,828.3	100	212.8(3)

(1)Defined as the sum of aeronautical and non-aeronautical revenues for each airport, which does not include eliminations among our subsidiaries and does not include revenues from construction services.  Revenues in millions rounded to the decimal.

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

(3)Represents average revenues per terminal passenger for the applicable airports.

See Note 26 to our consolidated financial statements for further information by segment.  The Company’s reportable segments under IFRS present its airports and the Terminal 2 NH Hotel

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individually, and information about our holding company and service companies has been combined in the “other segments” line item, as they represent other business activities and are segments that are not required to be reported separately.  For purposes of analysis, segments, which are comprised of our 13 individual airports, have been grouped into four different regions according to their location:  metropolitan, tourist, regional and border airports.

Since July 2006, Mexico and the United States have been parties to an amended bilateral aviation agreement that increases, from two each to three each, the number of Mexican and U.S. carriers eligible to operate routes between certain pairs of cities, which may include any U.S. city and 12 specified cities in Mexico including Acapulco, Mazatlán and Zihuatanejo.  The agreement also provides for a future increase, from two each to three each, in the number of Mexican and U.S. carriers eligible to operate routes between U.S. cities and two specified additional Mexican cities, including Monterrey.  This subsequent increase took effect in October 2007.  To date, this bilateral agreement has not benefited our business as we expected, mainly because of the decrease in the tourism levels from the United States to Mexico as a result of the U.S. economic downturn.

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues.  All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports.  In 2011, 2012 and 2013, aeronautical services revenues represented approximately 67.0%, 67.8% and 66.4%, respectively, of our total revenues and 76.1%, 75.6% and 74.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Our revenues from aeronautical services are derived principally from:  passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services.  Aeronautical services revenues are principally dependent on the following factors:  passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport, the time of day the aircraft operates at the airport and the specific prices charged for the service.

Passenger Charges

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

Until April 30, 2010, our principal airline customers were required to pay us no later than 152 days after the invoice delivery date.  The term for payment was dependent upon interest rates on short-term Mexican treasury bills, or Cetes, with longer payment terms during periods of lower interest rates (within a defined range).  The new agreements between our airports and our principal airline customers provide that from May 1, 2010, payments for passenger charges will be between 30 and 60 days after the invoice delivery date.  In 2013, the weighted average term of payment was 46 days.

International passenger charges are currently U.S. dollar-denominated but are collected in pesos based on the average exchange rate during the month prior to the flight, and the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.  Domestic passenger charges are peso-denominated.  In 2011, 2012 and 2013, passenger charges

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represented approximately 81.1%, 82.2% and 81.7%, respectively, of our aeronautical services revenues, 54.4%, 55.8% and 54.2%, respectively, of our total revenues and 61.7%, 62.1% and 60.5%, respectively, of the sum of aeronautical and non-aeronautical revenues.  Passenger charges vary at each airport and based on the destination of each flight.

Aircraft Landing Charges

We collect landing charges from all carriers including cargo carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways and other visual landing assistance services.  Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client.  In 2011, 2012 and 2013, these charges represented approximately 5.4%, 5.1% and 5.1%, respectively, of our aeronautical services revenues, 3.6%, 3.5% and 3.4%, respectively, of our total revenues and 4.1%, 3.9% and 3.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Aircraft Parking, Boarding and Unloading Charges and Aircraft Long-Term Parking Charges

We collect various charges from all carriers including cargo 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.

We collect charges from 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 2011, 2012 and 2013, these charges represented approximately 4.3%, 4.5% and 4.3%, respectively, of our aeronautical services revenues, 2.9%, 3.0% and 2.9%, respectively, of our total revenues and 3.3%, 3.4% and 3.2%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Passenger Walkway Charges

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via buses and other vehicles.  These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client.  In 2011, 2012 and 2013, these charges represented approximately 1.1%, 1.1% and 1.1%, respectively, of our aeronautical services revenues, 0.8%, 0.8% and 0.8%, respectively, of our total revenues and 0.9%, 0.9% and 0.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel.  These charges are based on the time of day the services are used, the number of departing passengers and the destination of

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the flight.  Independent subcontractors provide airport security services at our airports.  In 2011, 2012 and 2013, these charges represented approximately 1.2%, 1.2% and 1.2%, respectively, of our aeronautical services revenues, 0.8%, 0.8% and 0.8%, respectively, of our total revenues and 0.9%, 0.9% and 0.9%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

The ICAO, the Mexican Bureau of Civil 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.  The ICAO 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.

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

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage.  Under Mexican law, however, airlines are responsible for screening checked baggage.  On March 29, 2013, the Mexican Bureau of Civil Aviation published mandatory circular CO SA-17.2/10 R2, which supersedes mandatory circular CO SA-17.2/10 R1 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.  In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus become subject to potential liability, if Mexican law changes in the future.

Complementary Service Providers

At each of our airports, we earn revenues from charging access and other fees from third-party providers, ramp-handling and baggage-handling services, catering services, aircraft security, providers of aircraft maintenance and repair and fuel.  These access fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of their total revenues.  We currently maintain contracts with  38 companies that provide the majority of these complementary services at our 13 airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services.  Servicios de Apoyo en Tierra, or SEAT, a company governed pursuant to a trust controlled by Grupo Aeroméxico and Grupo Mexicana, was at one time the largest provider of baggage and handling services at our airports.  In December 2010, the Mexican Bureau of Civil Aviation determined that SEAT did not fulfill the provisions of Article 54 of the Mexican Airport Law and ordered each of Grupo Aeroméxico and Grupo Mexicana to create a business association to provide themselves with complementary services and another separate business association to render services to third parties.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created

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the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and have been in operation since May 12, 2011.  In the event that Grupo Mexicana resumes operations, the same requirements of the Mexican Bureau of Civil Aviation must be fulfilled if Grupo Mexicana decides to create companies to provide baggage and handling services.  If any service providers, including Administradora Especializada en Negocios, S.A. de C.V., were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves.

The Mexican Airport and Auxiliary Services agency (Aeropuertos y Servicios Auxiliares) maintains an exclusive contract to sell fuel at all of our airports, and we charge the Mexican Airport and Auxiliary Services agency a nominal access fee.  The Mexican Airport and Auxiliary Services agency in turn is required to purchase all of its fuel from Petróleos Mexicanos, or PEMEX.

Leasing of Space to Airlines

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

Cargo Handling

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

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues.

Permanent Ground Transportation

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

Non-Aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services.  Our revenues from non-aeronautical services are principally derived from (i) commercial activities, such as the leasing of space in our airports to retailers, restaurants and other commercial tenants, maintaining parking facilities and advertising; (ii) diversification activities, such as hotel services, air cargo logistics services and real estate services; and (iii) complementary activities, which principally include the leasing of space to airlines and the baggage-screening system.

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

As one of the main parts of our business strategy, we have prioritized increasing our non-aeronautical revenues, seeking new commercial, diversification and the development of complementary activities.  As a result of our efforts, our non-aeronautical revenues have increased as a percentage of our revenues.  In 2000, non-aeronautical revenues represented 12% of our total revenues, while in 2011, 2012 and 2013, non-aeronautical revenues accounted for approximately 21.1%, 21.9% and 23.3% of our total revenues, respectively.  Non-aeronautical revenues represented 23.9%, 24.4%, and 26.0% in 2011, 2012 and 2013, respectively, of the sum of our aeronautical and non-aeronautical revenues.

Revenues from Commercial Activities

As another main part of our business strategy to enhance our non-aeronautical revenues, we have prioritized increasing our revenues from commercial activities in our airports through the development and promotion of the “OMA” brand, including the “OMA Plaza” retail brand, as well as the development and promotion of the commercial services described below.  As a result of our efforts, our revenues from commercial activities increased by 8.1% in 2013 as compared to 2012, primarily as a result of the following initiatives:

·Expanding and reconfiguring the commercial space available in our airport terminals.  In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports.  As a result, between 2000 and 2013, we increased the total area available for commercial activity in our 13 airports by approximately 79.4%, and have more than tripled the commercial area in the Monterrey airport.

·Renegotiating agreements with terminal tenants to be more consistent with market practice.  We have also improved our lease arrangements with existing tenants by adopting a new type of contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. We estimate, based on the nature of our tenant operations, that approximately 59% of our commercial space is suitable for royalty-based leasing arrangements.  As of December 31, 2013, substantially all of the eligible contracts were represented by royalty-based leasing arrangements.

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

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

·Providing timely commercial information.  We work on a daily basis to improve our commercial communication.  We believe that good communication is the best method to promote our commercial services and our strongest commercial tenants.  We have developed tools to advertise current promotions and new commercial services.  Giving certain information to our passengers enables them to shop intelligently and makes our service and product launches successful.

·Improving travel experience.  Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-orientated solutions to deliver a better experience for all our passengers.  Passengers are the lifeblood of any airport, and our mission is to ensure that passengers enjoy their experiences at our airports.  We are committed to ensuring that from the moment passengers step through our doors to the moment they leave, their time is as enjoyable and as stress-free as possible because an unstressed passenger is a passenger who consumes more in restaurants and shops.

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

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

·Advertising.  In 2002, we entered into a contract with a subsidiary of Corporación de Medios Integrales, S.A. de C.V., or CMI, pursuant to which we have developed a greater number of and more strategically located billboards, screens (projection and plasma) and other advertising space at our airports.  Under the agreement, CMI places advertising in our airports and we collect a percentage of the revenues that CMI receives from individual advertisers.  We also entered into contracts with Impactos Frecuencia y Cobertura en Medios, S.A. de C.V. in 2013 and ISA Corporativo, S.A. de C.V. at the end of 2011 to develop alternative advertising.

·Retail and duty free.  We have completed several renovation projects as part of our overall effort, described above, to improve the product mix and brand recognition of retail stores in the commercial areas at our airports.  Our retailer tenants currently offer such internationally recognized product brands as Hermès, Mont Blanc, Swatch, Christian Dior, Lancôme,

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L’Oréal, Swarovski, Lacoste, Cartier, Bulgari and Hugo Boss.  We also have several duty-free retailers that cater to international passengers.

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

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

·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.

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

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

Revenues from Diversification Activities

To enhance our non-aeronautical revenues, we are also focusing our business strategy on generating new services and products to diversify our revenue, such as hotel services, air cargo logistics services and real estate services.  We plan to develop land not needed for aeronautical operations at all of our airports for industrial, logistical or commercial uses that are directly or indirectly related to airport activities in order to strengthen the airports’ role as focal points of economic development in the cities where they are located.  As a result of our efforts, our revenues from diversification activities increased by 18.2% in 2013 as compared to 2012, primarily as a result of the following initiatives:

·Developments at Mexico City International Airport.  In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2027.  A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.  The Terminal 2 NH Hotel opened in August 2009.  As of December 31, 2013, total revenues amounted to Ps. 176,510 thousand, and annual average occupancy increased to 82.5% from 79.3% in 2012.  In 2013, the annual average rate per room was Ps. 1,618.5.

·OMA Carga Operations.  We have bonded warehouses and provide cargo logistics services, which include handling, maneuvers, loading and unloading, x-ray screening of exports and temporary warehousing, that operate at the Monterrey, Ciudad Juárez and Chihuahua airports.

·Shopping Center and Office Plaza.  Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of two-story building with commercial space on the lower level and office space for rent on the upper level.

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·Office Center for Cargo Logistics Agents.  Leasing of 1,500 square meters (16,146 square feet) of space at the Monterrey airport with an occupancy rate of 93.8% as of December 31, 2013.

·Gasoline Service Station at Monterrey Airport.  In December 2012, a gasoline service station within the Monterrey airport began operations.  The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Pemex Refining, for a renewable term of 15 years.  Grupo ORSAN is responsible for the operation of and all investments in the service station.  In 2013, the leasing of this land to Grupo ORSAN generated revenues of Ps. 319.4 thousand.

We continuously evaluate new business opportunities to grow our revenues, and as part of our expansion plans in terms of diversification activities, we have been developing the following projects that we expect to generate revenues in the following years:

·Strategic Alliance with VYNMSA Desarrollo Inmobiliario, S.A. de C.V.In November 2012, we signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport.  As part of this strategic alliance, 32.4 hectares within the Monterrey airport’s perimeter are being developed for use as an industrial park.

·Hotel at Monterrey Airport.  In July 2013, we, through our subsidiary OMA Logística, S.A. de C.V., signed an agreement with Grupo Hotelero Santa Fe, S. de R.L. de C.V., a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand through an investment of which OMA Logística, S.A. de C.V. holds 85% and Grupo Hotelero Santa Fe, S. de R.L. de C.V. holds 15%, to develop the project.  The Hilton Garden Inn at the Monterrey airport will include a restaurant and bar, business centers and a fitness center and will be easily accessible from Terminals A and B of the airport.  Construction of the hotel began in January 2014, and the hotel is expected to start operations during the first quarter of 2015.

Revenues from Complementary Activities

Our complementary activities generated 16.7% of our non-aeronautical revenues in 2013.  These include:

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

·Baggage-Screening Services.  The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage-screening guidelines.  We negotiated an increase to maximum rates as of 2013 with the Mexican Bureau of Civil Aviation to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circular CO SA- 17.2/10 R2.  See “Item  5.  Operating and Financial Review and Prospects—Recent Developments—

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Increases in Maximum Rates Associated with Baggage-Screening Services.”  Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012.  In 2013, our revenues from the operation of checked-baggage screening system service, which are not subject to maximum rates, amounted to Ps. 64,375 thousand.

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

Our Airports

In 2011, 2012 and 2013, our airports served a total of approximately 11.8 million, 12.6 million and 13.3 million terminal passengers, respectively.  The Monterrey airport, our metropolitan destination, accounted for approximately 47.4%, 48.5% and 48.3% of our terminal passenger traffic in 2011, 2012 and 2013, respectively.  The Acapulco, Mazatlán and Zihuatanejo airports, our tourist destinations, collectively accounted for approximately 15.3%, 13.3% and 13.6% of our terminal passenger traffic in 2011, 2012 and 2013, respectively.  The Ciudad Juárez and Reynosa airports, our border destinations, collectively accounted for approximately 7.6%, 8.0% and 8.2% of our terminal passenger traffic in  2011, 2012 and 2013, respectively.  Our regional destinations (the Culiacán, Chihuahua, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas airports) collectively accounted for approximately 29.7%, 30.3% and 29.9% of our terminal passenger traffic in 2011, 2012 and 2013, 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 tables set forth the passenger traffic volume presented in amounts of (i) total passengers, (ii) terminal departing and arriving passengers and (iii) transit passengers, for each of our airports for the periods indicated:

Passenger Traffic

	Year Ended December 31,
	2009			2010			2011			2012			2013
	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total	Terminal(1)	Transit(2)	Total
Total passengers:
Acapulco	839,048	7,186	846,234	736,878	3,461	740,339	596,326	5,284	601,610	546,951	3,469	550,420	617,079	11,896	628,975
Ciudad Juárez	631,111	15,163	646,274	633,919	17,613	651,532	673,364	19,865	693,229	699,394	19,263	718,657	702,904	20,395	723,299
Culiacán	1,062,893	96,621	1,159,514	1,059,904	73,643	1,133,547	1,070,706	50,485	1,121,191	1,168,380	42,857	1,211,237	1,252,235	39,903	1,292,138
Chihuahua	745,165	27,078	772,243	828,123	27,276	855,399	782,133	21,941	804,074	855,129	21,137	876,266	885,659	20,097	905,756
Durango	213,394	1,339	214,733	217,230	1,392	218,622	227,131	3,331	230,462	241,946	3,186	245,132	235,952	2,073	238,025
Mazatlán	743,556	54,638	798,194	756,122	38,416	794,538	722,492	25,618	748,110	669,407	21,210	690,617	731,297	23,012	754,309
Monterrey	5,199,895	93,411	5,293,306	5,380,412	80,632	5,461,044	5,582,794	59,122	5,641,916	6,105,910	42,107	6,148,017	6,417,755	35,790	6,453,545
Reynosa	215,392	384	215,776	198,138	449	198,587	216,599	426	217,025	302,934	640	303,574	392,206	742	392,948
San Luis Potosí	206,500	1,480	207,980	222,854	1,997	224,851	248,645	1,614	250,259	271,107	2,099	273,206	261,699	2,362	264,061
Tampico	470,304	3,825	474,129	451,005	4,134	455,139	548,083	1,742	549,825	594,797	5,549	600,346	608,813	8,611	617,424
Torreón	394,377	12,995	407,372	338,003	5,068	343,071	375,669	4,447	380,116	415,244	2,903	418,147	467,398	3,283	470,681
Zacatecas	251,602	7,888	259,490	268,577	2,690	271,267	248,029	749	248,778	265,264	836	266,100	259,677	1,006	260,683
Zihuatanejo	545,051	4,098	549,149	496,523	2,383	498,906	480,613	4,436	485,049	457,906	1,075	458,981	459,799	2,345	462,144
Total	11,518,288	326,106	11,844,394	11,587,688	259,154	11,846,842	11,772,584	199,060	11,971,644	12,594,369	166,331	12,760,700	13,292,473	171,515	13,463,988

(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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	Year Ended December 31,
	2009			2010			2011			2012			2013
	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total
Terminal departing passengers:
Acapulco	296,995	122,194	419,189	254,117	116,107	370,224	237,205	61,093	298,298	232,579	40,949	273,528	278,648	39,174	317,822
Ciudad Juárez	302,401	433	302,834	303,974	890	304,864	326,810	1,051	327,861	339,438	570	340,008	341,168	544	341,712
Culiacán	525,464	14,629	540,093	525,301	14,234	539,535	532,970	12,643	545,613	580,661	15,262	595,923	620,037	16,300	636,337
Chihuahua	330,430	39,504	369,934	373,103	39,686	412,789	350,642	39,779	390,421	383,173	43,082	426,255	396,488	45,894	442,382
Durango	94,040	11,312	105,352	93,895	12,649	106,544	98,780	12,659	111,439	103,273	14,742	118,015	103,045	12,923	115,968
Mazatlán	194,543	178,082	372,625	197,648	183,320	380,968	199,362	163,608	362,970	204,234	130,676	334,910	236,199	129,541	365,740
Monterrey	2,200,697	384,942	2,585,639	2,244,797	444,353	2,689,150	2,343,593	447,962	2,791,555	2,546,737	501,335	3,048,072	2,688,982	512,089	3,201,071
Reynosa	103,818	1,322	105,140	95,622	792	96,414	105,594	548	106,142	147,230	353	147,583	190,043	261	190,304
San Luis Potosí	69,634	33,364	102,998	70,398	40,854	111,252	81,004	42,694	123,698	79,557	55,929	135,486	76,408	53,975	130,383
Tampico	209,326	25,088	234,414	198,462	28,119	226,581	246,843	27,733	274,576	272,389	26,722	299,111	275,994	28,477	304,471
Torreón	165,160	30,914	196,074	141,279	27,173	168,452	160,864	25,336	186,200	175,251	30,451	205,702	206,272	27,324	233,596
Zacatecas	81,436	46,203	127,639	90,214	45,785	135,999	88,878	35,760	124,638	91,657	42,687	134,344	84,663	46,144	130,807
Zihuatanejo	152,093	123,025	275,118	134,396	115,342	249,738	142,524	98,732	241,256	138,185	91,923	230,108	141,423	91,123	232,546
Total	4,726,037	1,011,012	5,737,049	4,723,206	1,069,304	5,792,510	4,915,069	969,598	5,884,667	5,294,364	994,681	6,289,045	5,639,370	1,003,769	6,643,139

	Year Ended December 31,
	2009			2010			2011			2012			2013
	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total	Domestic	International	Total
Terminal arriving passengers:
Acapulco	339,423	80,436	419,859	293,303	73,351	366,654	257,813	40,215	298,028	253,689	19,734	273,423	282,297	16,960	299,257
Ciudad Juárez	327,740	537	328,277	328,836	219	329,055	345,236	267	345,503	359,065	321	359,386	360,612	580	361,192
Culiacán	522,094	706	522,800	519,617	752	520,369	524,641	452	525,093	570,144	2,313	572,457	613,316	2,582	615,898
Chihuahua	346,314	28,917	375,231	386,192	29,142	415,334	362,790	28,922	391,712	397,479	31,395	428,874	409,847	33,430	443,277
Durango	102,348	5,694	108,042	103,924	6,762	110,686	108,632	7,060	115,692	114,779	9,152	123,931	111,471	8,513	119,984
Mazatlán	200,326	170,605	370,931	198,206	176,948	375,154	200,089	159,433	359,522	213,690	120,807	334,497	248,913	116,644	365,557
Monterrey	2,315,744	298,512	2,614,256	2,332,544	358,718	2,691,262	2,408,290	382,949	2,791,239	2,616,416	441,422	3,057,838	2,769,936	446,748	3,216,684
Reynosa	109,952	300	110,252	101,566	158	101,724	110,225	232	110,457	154,785	566	155,351	201,373	529	201,902
San Luis Potosí	75,213	28,289	103,502	75,346	36,256	111,602	87,091	37,856	124,947	89,390	46,231	135,621	89,808	41,508	131,316
Tampico	221,332	14,558	235,890	206,835	17,589	224,424	254,719	18,788	273,507	278,529	17,157	295,686	287,686	16,656	304,342
Torreón	176,105	22,198	198,303	145,486	24,065	169,551	163,404	26,065	189,469	178,550	30,992	209,542	205,680	28,122	233,802
Zacatecas	84,398	39,565	123,963	95,886	36,692	132,578	97,857	25,534	123,391	100,209	30,711	130,920	92,046	36,824	128,870
Zihuatanejo	165,157	104,776	269,933	149,212	97,573	246,785	152,476	86,881	239,357	148,135	79,663	227,798	146,895	80,358	227,253
Total	4,986,146	795,093	5,781,239	4,936,953	858,225	5,795,178	5,073,263	814,654	5,887,917	5,474,860	830,464	6,305,324	5,819,880	829,454	6,649,334

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The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2013:

Capacity(1) by Airport(2)

Airport	Peak Air Traffic Movements per Hour	Runway Capacity(3)	% Capacity Used
Acapulco	7	40	17.5%
Ciudad Juárez	6	20	30.0%
Culiacán	10	20	50.0%
Chihuahua	8	40	20.0%
Durango	3	40	7.5%
Mazatlán	6	22	27.3%
Monterrey	21	38	55.3%
Reynosa	4	18	22.2%
San Luis Potosí	5	20	25.0%
Tampico	5	22	22.7%
Torreón	5	20	25.0%
Zacatecas	3	20	15.0%
Zihuatanejo	6	20	30.0%

(1)Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).

(2)2013 figures.

(3)Air traffic movements per hour.

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The following table sets forth the terminal capacity of each of our airports as of December 31, 2013:

Capacity(1) by Airport(2)

Airport	Peak Passenger Traffic Movements per Hour	Terminal Capacity(3)	% Capacity Used
Acapulco	541	1,382	39.2%
Ciudad Juárez	465	621	74.9%
Culiacán	808	938	86.2%
Chihuahua	632	781	80.9%
Durango	177	485	36.5%
Mazatlán	640	1,480	43.3%
Monterrey Terminal A	1,096	2,127	51.5%
Monterrey Terminal B	727	1,371	53.1%
Monterrey Terminal C	897	823	109.0%
Reynosa	358	326	109.8%
San Luis Potosí	162	479	33.8%
Tampico	399	683	58.4%
Torreón	356	545	65.4%
Zacatecas	314	571	55.0%
Zihuatanejo	656	809	81.1%

(1)Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).

(2)2013 figures.

(3)Passenger traffic during peak hours.

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

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Air Traffic Movements by Airport(1)

	Year Ended December 31,
	2009	2010	2011	2012	2013
Acapulco	26,671	25,843	23,410	22,595	21,755
Ciudad Juárez	15,114	15,756	13,921	14,766	13,960
Culiacán	39,044	46,226	48,045	42,910	41,482
Chihuahua	33,635	35,829	33,856	32,129	30,390
Durango	15,981	19,455	19,508	19,117	17,734
Mazatlán	23,514	22,687	21,938	18,480	18,104
Monterrey	85,260	90,216	86,071	88,604	90,234
Reynosa	8,388	8,267	8,978	11,603	11,998
San Luis Potosí	20,236	21,212	21,432	21,396	19,092
Tampico	20,575	21,348	20,945	22,299	20,683
Torreón	15,861	15,436	15,998	16,806	16,311
Zacatecas	8,742	9,936	9,515	9,819	8,447
Zihuatanejo	13,710	12,616	12,385	11,538	10,788
Total	326,731	344,827	336,002	332,062	320,978

(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 periods indicated:

Average Passengers per Air Traffic Movements by Airport(1)

	Year Ended December 31,
	2009	2010	2011	2012	2013
Acapulco	31.5	28.5	25.5	24.2	28.4
Ciudad Juárez	41.8	40.2	48.4	47.4	50.4
Culiacán	27.2	22.9	22.3	27.2	30.2
Chihuahua	22.2	23.1	23.1	26.6	29.1
Durango	13.4	11.2	11.6	12.7	13.3
Mazatlán	31.6	33.3	32.9	36.2	40.4
Monterrey	61.0	59.6	64.9	68.9	71.1
Reynosa	25.7	24.0	24.1	26.1	32.7
San Luis Potosí	10.2	10.5	11.6	12.7	13.7
Tampico	22.9	21.1	26.2	26.7	29.4
Torreón	24.9	21.9	23.5	24.7	28.7
Zacatecas	28.8	27.0	26.1	27.0	30.7
Zihuatanejo	39.8	39.4	38.8	39.7	42.6
Average of all airports	35.3	33.6	35.0	37.9	41.4

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

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Air Traffic Movements by Aviation Category(1)

	Year Ended December 31,
	2012	2013
Commercial aviation	182,139	185,895
Charter aviation	697	734
General aviation and other	149,226	134,349
Total	332,062	320,978

(1)Includes departures and landings for all 13 airports.

Metropolitan Destination

Monterrey International Airport

The Monterrey airport is our most important airport based on passenger traffic (including both domestic and international passengers), air traffic movements and contribution to aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Monterrey airport was the fourth busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 47.4%, 48.5% and 48.3%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 5.6 million, 6.1 million and 6.4 million terminal passengers, respectively, were served by the Monterrey airport.  Of the terminal passengers in 2011, 85.1% were domestic, and 14.9% were international passengers.  In 2012, 84.6% were domestic, and 15.4% were international passengers.  In 2013, 85.1% were domestic, and 14.9% were international passengers.  This airport serves primarily business travelers and is also a hub for the transportation of goods.

A total of 12 airlines (11 commercial airlines and one charter airline) operated at this airport during 2013.  In 2013, airlines operating at this airport served 36 direct destinations, including 26 domestic destinations and 10 international destinations.  In 2013, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Toluca, Hermosillo, Veracruz, Chihuahua, Dallas, Houston, Atlanta, Las Vegas, San Antonio, Chicago, Detroit and Panama City.

In 2013, the principal domestic airlines operating at the airport were VivaAerobus, Interjet, Aeroméxico and Aeroméxico Connect.  Aeroméxico Connect started flying to and from Toluca on February 25, 2013 and stopped flying to and from Brownsville and Laredo on April 26 and August 10, 2013, respectively.  Aeroméxico started flying to and from Chicago on December 12, 2013 and stopped flying to and from Cancún on August 29, 2013.  VivaAerobus started flying to and from Querétaro and La Paz on September 2 and December 14, 2013, respectively, and stopped flying to and from Las Vegas, Cuernavaca and San Antonio on February 2, May 13 and August 17, 2013, respectively.  Interjet started flying to and from Las Vegas on March 13, 2013 and stopped flying to and from Havana on April 14, 2013.  The principal non-Mexican airlines operating at this airport are American Airlines, United, Delta and Copa.  Avianca stopped flying to and from San José, Costa Rica, on May 15, 2013.

The Monterrey airport is located approximately 21 kilometers (13 miles) from the city of Monterrey, which has a population (including its suburbs) of approximately 3.9 million inhabitants.  Monterrey is Mexico’s third largest city based on population and is one of Mexico’s most productive industrial centers.  It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities.  Monterrey is the capital of the state of Nuevo León, the third largest contributor to Mexico’s GDP.

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The Monterrey airport operates 24 hours a day.  The airport currently has two operating runways, one with a length of 3,000 meters (9,842 feet) and the other with a length of 1,800 meters (5,905 feet).  The airport’s runway capacity is 38 air traffic movements per hour.  The airport also has an instrument landing system on runway 29.  The airport occupies a total area of 821 hectares (3.17 square miles) and has three commercial passenger terminal buildings (Terminal A, B and C for domestic and international flights) with a total area of approximately 58,848 square meters (6,334,434 square feet).  The airport has three platforms for commercial aviation operations, one platform for general aviation operations, one platform for air freight operations and eleven taxiways.

The Terminal A building has a total area of approximately 28,966 square meters (311,787 square feet), of which 3,331 square meters (35,855 square feet) is commercial space, a 21-position apron for commercial aviation, a two-position apron for air freight, a 10-position apron for general aviation,  nine air bridges, an ample boarding lounge for passengers making connections with other flights and other boarding lounges.  Terminal A has 14 boarding gates for international or domestic flights and a public parking facility that accommodates 1,194 vehicles.

The Terminal B building started operations on September 1, 2010, and is used by Aeroméxico, Aeroméxico Connect and Delta.  Terminal B has the capacity to service 2.0 million passengers per year.  The 19,187-square-meter (206,527-square-foot) facility has two levels plus a mezzanine and includes six air bridges, 15-position general aviation apron and 10 boarding gates.  Terminal B also has a public parking facility that accommodates 625 vehicles.  A subsidiary of our affiliate Empresas ICA was engaged to construct the foundation, procure, fabricate and assemble the metallic structure and install the three-dimensional roofing structure for the facility.  The relevant agreement was approved, in accordance with our Related Party Guidelines, by our Board of Directors upon the recommendation of our Committee responsible for Corporate Practices Functions, which concluded that the contract is on terms that the Committee believes are arm’s-length.

The Terminal C building has a total area of approximately 9,878 square meters (88,479 square feet).  This terminal, which commenced operation at year-end 2006, is used by the low-cost carrier VivaAerobus.  Terminal C has four boarding gates and serves five aircraft positions for general aviation.  In October 2007, in response to the request of low-cost carrier VivaAerobus, we started an expansion of the Terminal C building.  In particular, this expansion led to a development of a commercial area with nine leased spaces for duty free, snacks, and boutiques, an enlargement of the waiting lounge and the construction of an additional baggage-claim area with space for the principal customs and migration authorities.  In October 2011, we began the construction of a new project in Terminal C consisting of new modern access to the terminal building, more commercial spaces and an additional baggage-claim area, with a total area of approximately 3,420 square meters (36,812 square feet); this area began operation in January 2012.  Currently, Terminal C has a public parking facility that accommodates 412 vehicles.

The Monterrey airport offers one of Mexico’s most attractive air shipping options, both as a final destination and as a logistical hub.  Its current infrastructure servicing air cargo operations includes bonded terminal warehouses.  An area of 6,565 square meters (70,665 square feet) has been occupied by United Parcel Service and Federal Express since 2004 and DHL and OMA Carga (which we operate directly) since January 2010, as well as by merchandise checkpoint platforms (which can service nine trailers simultaneously), facilities for Mexican Customs Officers and parking for 296 cars and 32 trailers.  Roadways suitable for trailers and cars that serve the terminal, and dry, temperature-controlled and x-ray facilities are available.

In December 2012, a gasoline service station in the Monterrey airport began operations.  The 2,500 square meters (26,910 square feet) of land on which the service station is located was identified as a site for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Pemex Refining, for a renewable term of 15 years.  Grupo ORSAN is responsible for the operation of and all

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investments in the service station.  For the year ended December 31, 2013, the leasing of space to Grupo ORSAN generated Ps. 319.4 thousand.

To allow the future expansion of the Monterrey airport, including its second runway, in 2009, we completed the acquisition of land strategically located adjacent to the Monterrey airport with an aggregate surface area of 777 hectares (3 square miles) for an aggregate price of Ps. 1,159,631 thousand (U.S.$ 88.8 million) (amount expressed in nominal 2009 pesos).  The acquired land is classified in our financial statements as land owned by the Company at its acquisition value, presented as a fixed asset.  On October 1, 2012, we presented a proposal to the Mexican Bureau of Civil Aviation to recover the cost of its investment in the land, meaning that it requested that the Mexican Bureau of Civil Aviation recognize the acquired land as part of our future investment in the Monterrey airport concession included in the airport’s required master development program investments, rather than as a fixed asset that we own.  On December 4, 2012, we received authorization from the Mexican Bureau of Civil Aviation to reallocate Ps. 386,538 thousand (amount expressed in nominal 2009 pesos) in investments to be included in the 2011–2015 master development program for the Monterrey airport.  Additionally, during the 2011 master development program review, Ps. 77,306 thousand was reallocated due to extraordinary adjustment of the Monterrey airport’s maximum rate under its master development program.  We are currently reviewing various possibilities for the recovery of the remaining land with the Mexican Bureau of Civil Aviation at a cost of Ps. 695,769 thousand (amount expressed in nominal 2009 pesos).  The actual amounts of recovery are adjusted annually based on the Mexican Producer Index (Índice Nacional de Precios Productor).

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

Tourist Destinations

Acapulco International Airport

The Acapulco airport is our sixth most important airport based on passenger traffic and air traffic movements and our sixth most important airport based on aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Acapulco airport was the 19th  busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 5.1%, 4.3% and 4.6%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 596,326, 546,951 and 617,079 terminal passengers, respectively, were served by the Acapulco airport.  Of the terminal passengers in 2011, 83.0% were domestic, and 17.0% were international.  In 2012, 88.9% were domestic, and 11.1% were international.  In 2013, 90.9% were domestic, and 9.1% were international.  Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.  The increase in passenger traffic at the Acapulco airport of 12.8% from 2012 to 2013 is mainly due to the new Acapulco-Toluca route operated by Aeroméxico Connect since March 1, 2013.

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A total of 15 airlines (ten commercial airlines and five charter airlines) operated at this airport during 2013.  In 2013, airlines operating at this airport served ten direct destinations, including four domestic destinations and six international destinations.  In 2013, the principal routes to and from this airport, based on passenger traffic in 2013, were México City, Toluca, Tijuana and Monterrey.

In 2013, the principal domestic airlines operating at the airport were Interjet, Aeroméxico Connect, Aeroméxico, Volaris, VivaAerobus and Aeromar.  Aeroméxico Connect started flying to and from Toluca on March 1, 2013.  The principal non-Mexican airline operating at the airport was United, and its main direct destination was Houston.  Charter airlines operated five charter routes, of which the most popular were Montreal, Toronto and London.  Delta stopped operations at the airport on April 7, 2012.

The Acapulco airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 789,971.  Guerrero is Mexico’s 12th largest state based on population, and the city of Acapulco is one of Mexico’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships.  We believe that these cruise ship passengers could represent a significant portion of the airport’s terminal passengers.

The Acapulco airport operates 24 hours a day.  The airport has two operating runways and six taxiways.  The principal runway has a length of 3,300 meters (10,827 feet), and the auxiliary runway has a length of 1,700 meters (5,577 feet).  The apron servicing commercial aviation accommodates 15 airplanes, and the general aviation apron accommodates 29 aircraft.

The runway capacity at the Acapulco airport is 40 air traffic movements per hour.  The airport also has two instrument landing systems on for landing in low visibility on runways 10 and 28, which provide precise guidance to assist aircraft during landing.  The airport occupies a total area of 448.7 hectares (1.73 square miles) with a total terminal space of 19,341 square meters (208,184 square feet), of which 1,382 square meters (14,875 square feet) is commercial space.  Besides having the instrument landing system, runway 10-28 has approach lights and flashes on both headers.  Currently, the Acapulco airport has a public parking facility that accommodates 235 vehicles.

The general aviation platform has capacity to park either seven Bravo (B) category aircraft and 22 Alpha (A) category aircraft or eight Bravo (B) category aircraft and 12 Alpha (A) category aircraft.  Two of these Bravo (B) category positions are used to load and unload passengers.  Additionally, a dual-position area enables both types of aircraft to park in these positions.  Runway 10-28 is 45 meters (148 feet) wide and meets Eco (E) standards.

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

Mazatlán International Airport

The Mazatlán airport is our fourth most important airport based on passenger traffic.  According to the Mexican Bureau of Civil Aviation, the Mazatlán airport was the 17th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 6.1%, 5.3% and 5.5%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 722,492, 669,407 and 731,297 terminal passengers, respectively, were served by the Mazatlán airport.  Of the terminal passengers in 2011, 55.3% were

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domestic, and 44.7% were international.  In 2012, 62.4% were domestic, and 37.6% were international.  In 2013, 66.3% were domestic, and 33.7% were international.  The airport’s passengers are predominantly domestic tourists who come from Mexico City, Monterrey and Tijuana among other cities and international tourists who come primarily from the United States and Canada.  Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of 16 airlines operate at the airport (12 commercial airlines and four charter airlines).  In 2013, the Mexican commercial airlines operating at this airport were VivaAerobus, Aeroméxico Connect, Aeroméxico, Volaris and Magnicharters.

In 2013, the non-Mexican commercial airlines operating at the airport were US Airways, Alaska Airlines, WestJet, American Eagle, Mesa Airlines and Delta.  The airlines’ operations at the airport serve ten direct destinations throughout the year on a regular basis.  Of these destinations, Mexico City, Monterrey, Tijuana, San José del Cabo, Los Mochis and Guadalajara were the domestic routes.  The international destinations served by this airport were Phoenix and Los Angeles in the United States and Edmonton and Toronto in Canada.  United stopped flying to and from Houston on November 29, 2012.  The charter airlines were Aviacíon Comercial Especializada, MN Airlines, Aerolíneas Damojh and Caljet.  These charter airlines fly to and from Minneapolis, Los Angeles and Denver in the United States and to and from Vancouver, Edmonton and Toronto in Canada

The Mazatlán airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 438,434.  Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,217 hotel rooms, according to the Mexican Ministry of Tourism (Secretaría de Turismo).  Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.

The Mazatlán airport operates 24 hours a day.  Its runway capacity is 22 air traffic movements per hour.  The airport occupies approximately 458 hectares (1.77 square miles) of land.  The airport’s facilities include a terminal building with a total area of 17,758 square meters (191,145 square feet), of which 1,480 square meters (15,930 square feet) is commercial space.  The airport has a commercial aviation apron with 10 positions and a general aviation apron with 60 positions.  In addition, the airport has four air bridges and a public parking facility that accommodates 158 vehicles.  The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms and includes an instrument landing system on runway 26.

The Mazatlán airport has been extensively remodeled and upgraded since 2000 in order to improve its operational efficiency and appearance.  Its runway system was completely replaced in 2001, and its platform for general aviation was completely renovated in 2003.  The terminal building was also remodeled to include, among other amenities, tourist information services and new charter flight check-in counters.  The remodeling project was completed in 2003.  Other improvements to the airport included the separation of the arrival and departure areas, general improvements to the international boarding area and a helicopter-landing platform.  In 2010 and 2011, the airport’s inner façade was remodeled to give it a modern appearance.  The main building was also restored to integrate new business concepts and to make an extension of the platform to provide more safety and efficiency to air operations.

On February 19, 2014, the Mazatlán airport was named Best Regional Airport in Latin America and the Caribbean for 2013 by the Airports Council International (ACI).  Previously, the Mazatlán airport had been named Best Regional Airport in Latin America and the Caribbean for 2011 by the ACI on February 14, 2012.  ACI is the international organization that represents airport interests with governments and agencies, develops standards, practices and policies and provides information and training to raise quality standards in airport management and operations.  It has 591 members operating 1,861 airports in 177 countries and territories.  Since its creation in 2006, the Airport Service Quality Awards (“ASQ Awards”) have become the world’s leading airport passenger satisfaction benchmark,

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with over 220 airports participating.  The ASQ Awards recognize the best airports in the world based on ACI’s ASQ passenger satisfaction survey.

Zihuatanejo International Airport

The Zihuatanejo airport is our ninth most important airport based on passenger traffic.  According to the Mexican Bureau of Civil Aviation, the Zihuatanejo airport was the 27th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 4.1%, 3.6% and 3.5%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 480,613, 457,906 and 459,799 terminal passengers, respectively, were served by the Zihuatanejo airport.  Of the terminal passengers in 2011, 61.4% were domestic, and 38.6% were international.  In 2012, 62.5% were domestic, and 37.5% were international.  In 2013, 62.7% were domestic, and 37.3% were international.  Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican economic conditions.

A total of 22 airlines operate at the airport (13 commercial airlines and nine charter airlines).  In 2013, the principal domestic airlines were Interjet, Aeroméxico Connect, Magnicharters and Aeroméxico.  In 2013, the non-Mexican airlines operating at the airport included Alaska Airlines, United and US Airways.  In 2013, airlines operating at this airport served five regular destinations during the year:  Mexico City, Toluca, Los Angeles, Houston and Phoenix.  In 2013, the most important charter airlines operating at this airport were Air Canada (Vancouver, Calgary, Montreal and Toronto), MN Airlines (Minneapolis), Air Transat (Montreal), Airtran Airways (Milwaukee) and Frontier (Denver).

The Zihuatanejo airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo.  Situated in the state of Guerrero, with a population of 118,211 people, the city of Zihuatanejo is one of Mexico’s most attractive tourist destinations, with approximately 5,164 hotel rooms, according to the Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.

The Zihuatanejo airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time).  The airport has one runway, which is 2,500 meters (8,202 feet) long with a runway capacity of 20 air traffic movements per hour.  The airport’s facilities include a terminal building encompassing an area of 9,710 square meters (104,517 square feet), including 1,027 square meters (11,055 square feet) of commercial space.  It has a six-position commercial aviation apron, a 21-position general aviation apron and two taxiways.  Currently, the Zihuatanejo airport has a public parking facility that accommodates 169 vehicles.

The quality of services offered at the Zihuatanejo airport has improved as a result of the rehabilitation of its runway, the remodeling and expansion of the departure gate area and the reconfiguration of the passenger and carry-on luggage screening area.

Regional Destinations

Chihuahua International Airport

The Chihuahua airport is our third most important airport based on passenger traffic and air traffic movements and our third most important airport based on aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Chihuahua airport was the 15th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 6.6%, 6.8% and 6.7%, respectively, of our terminal passenger traffic.

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In 2011, 2012 and 2013, a total of 782,133, 855,129 and 885,659 terminal passengers, respectively, were served by the Chihuahua airport.  Of the terminal passengers in 2011, 91.2% were domestic, and 8.8% were international.  In 2012, 91.3% were domestic, and 8.7% were international.  In 2013, 91.0% were domestic, and 9.0% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of 10 airlines operate at the airport (nine commercial airlines and one charter airline); the principal airlines are Aeroméxico Connect, Volaris, Interjet, Aeroméxico, VivaAerobus, American Eagle and United.  In 2013, airlines operating at this airport served 13 destinations, including Mexico City, Monterrey, Guadalajara, Cancún, Hermosillo, Ciudad Juárez, Dallas and Houston.  Volaris started flying to Cancún and Tijuana on July 1, 2013 and October 15, 2013, respectively.  VivaAerobus started flying to and from Guadalajara on February 15, 2010, and ended this route on August 19, 2011.  On May 22, 2012, Volaris and from started flying to and from Guadalajara three times a week.  On May 12, 2012, Aeroméxico started flying charter routes to and from Puerto Vallarta, Mazatlán and Cancún.

The Chihuahua airport is located approximately 18 kilometers (11 miles) from the city of Chihuahua, the capital of the state of Chihuahua.  The city’s population is 794,139.  The state of Chihuahua ranks 14th largest based on GDP.  Chihuahua’s close proximity to the United States and its highly developed maquiladora industry account for the majority the airport’s incoming and outgoing traffic.

The Chihuahua airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time),  The airport has three runways, with lengths of 2,600 meters (8,530 feet), 2,400 meters (7,874 feet) and 1,100 meters (3,609 feet), respectively.  The runway system has a capacity of 40 air traffic movements per hour.  The airport also has an instrument landing system on runway 36.  The airport occupies a total area of approximately 921.4 hectares (3.56 square miles).  The airport’s facilities include a terminal building with a total area of approximately 7,813 square meters (84,098 square feet), including 876 square meters (9,429 square feet) of commercial space, an eight-position apron for commercial aviation, a 21-position apron for general aviation, four taxiways, a one-position apron for airfreight and one air bridge.  The airport has six gates for international or domestic flights.  Currently, the Chihuahua airport has a public parking facility that accommodates 298 vehicles.

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

In September 2011, we began with the expansion of the waiting lounge at the Chihuahua airport from a total area of 875 square meters (9,418 square feet) to an expanded new area of 1,163 square meters (12,518 square feet).  On July 11, 2012, the expanded waiting lounge began operation.

Culiacán International Airport

The Culiacán airport is our second most important airport based on passenger traffic, air traffic movements and contribution to aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Culiacán airport was the 10th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 9.1%, 9.3% and 9.4%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 1,070,706, 1,168,380 and 1,252,235 terminal passengers, respectively, were served by the Culiacán airport.  Of the terminal passengers in 2011, 98.8% were domestic, and 1.2% were international.  In 2012, 98.5% were domestic, and 1.5% were international.  In

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2013, 98.5% were domestic, and 1.5% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.

The airport’s terminal passenger traffic consists predominantly of commercial aviation.  In 2011, 2012 and 2013, commercial aviation accounted for approximately 96.8%, 97.5% and 98.2%, respectively, and general aviation accounted for approximately 3.2%, 2.5% an 1.8%, respectively, of the airport’s terminal passenger traffic.

A total of six commercial airlines operate at the airport; the principal airlines are Volaris, VivaAerobus, Aeroméxico, Aeroméxico Connect, Interjet, and Transportes Aeropacífico.  In 2013, airlines operating at this airport served nine destinations, including Tijuana, Mexico City, Monterrey, Guadalajara, La Paz, San José del Cabo, Hermosillo, Loreto and Las Vegas.  Volaris started flying to and from Hermosillo on October 19, 2012, but stopped flying this route on November 30, 2012.  Volaris also started flying a weekly international route to and from Los Angeles on August 4, 2012.  Aeroméxico Connect started flying to and from Loreto on March 24, 2013 and Aeroméxico started flying to and from Tijuana on October 1, 2013.

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

The Culiacán airport operates 16 hours a day, from 6:00 a.m. to 10:00 p.m. (local time).  Its runway capacity is 20 air traffic movements per hour.  The airport occupies a total area of 294.3 hectares (1.14 square miles) and has two air bridges.  An additional parcel of 32.5 hectares (0.13 square miles) of land in the southern part of the airport was acquired in 2008 as a strategic land reserve that we expect will allow future runway extension, as contemplated in the master development programs.

In 2002, in order to improve efficiency, we completed the construction of a new 8,046-square-meter (86,607-square-foot) terminal that includes 1,217 square meters (13,096 square feet) of commercial space, a boarding lounge, 15 commercial establishments, a 272-space public parking area, a five-position apron for commercial aviation and two air bridges.  In 2009, the commercial apron was reconfigured to simultaneously park up to eight aircraft and still have the capacity to simultaneously accommodate up to five type-C aircraft and at least one type-B (regional) aircraft.

The Culiacán airport also includes military installations.  The presence of these installations amid their operational activity may at some point affect the airport’s runway capacity at peak hours, thus affecting its civil aviation operations.

On February 16, 2012, the Culiacán airport entered into a construction process in order to increase its terminal building area by more than 3,000 square meters (32,292 square feet).  The project involved an internal refurbishment of nearly 2,500 square meters (26,910 square feet).  On November 7, 2012, construction was completed and the refurbished terminal building began operations.  The reconfiguration of the passenger inspection point is expected to optimize its operation, as it will operate with three simultaneous inspection posts that are expected to increase efficiency.  The waiting lounge was expanded to 1,856 square meters (19,978 square feet) from 1,130 square meters (12,163 square feet).  Similarly, the available commercial spaces at the completion of the project increased from 973 square meters (10,473 square feet) to 1,209 square meters (13,014 square feet).  This expansion project was complemented with renovations including the reconfiguration of the HVAC system.

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Durango International Airport

In each of 2011, 2012 and 2013, the Durango airport accounted for approximately 1.8% of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 227,131, 241,946 and 235,952 terminal passengers, respectively, were served by the Durango airport.  Of the terminal passengers in 2011, 91.3% were domestic, and 8.7% were international.  In 2012, 90.1% were domestic, and 9.9% were international.  In 2013, 90.9% were domestic, and 9.1% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of three commercial airlines currently operate at the airport:  Aeroméxico Connect, Aeromar and United.  United started flying a weekly route to and from Los Angeles on March 10, 2012.  Aeromar began operating at this airport on April 15, 2011, with two daily flights to and from Mexico City.

In 2013, airlines operating at this airport served four direct destinations (Mexico City, Tijuana, Houston and Los Angeles) throughout the entire year.

The Durango airport is located approximately 16 kilometers (10 miles) from the City of Durango, which has a population of 582,267.  The state of Durango is rich in natural resources and is Mexico’s leading producer of gold, silver, lead and zinc.

The Durango airport operates 14 hours a day, from 6:00 a.m. to 8:00 p.m. (local time).  The airport’s runway is 2,900 meters (9,514 feet) long.  The runway has five taxiways and a capacity of 40 air traffic movements per hour.

The airport’s total area is 552.2 hectares (2.13 square miles).  Its facilities include a 3.878-square-meter (41,742-square-foot) terminal building with 142 square meters (1,528 square feet) of commercial space.  It has a four-position commercial aviation apron, a 29-position general aviation apron and a 138-space public parking area.  The airport has two boarding gates for international or domestic flights.

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

San Luis Potosí International Airport

According to the Mexican Bureau of Civil Aviation, the San Luis Potosí airport was the 34th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, the San Luis Potosí airport accounted for approximately 2.1%, 2.2% and 2.0%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 248,645, 271,107 and 261,699 terminal passengers, respectively, were served by the San Luis Potosí airport.  Of the terminal passengers in 2011, 67.6% were domestic, and 32.4% were international.  In 2012, 62.3% were domestic, and 37.7% were international.  In 2013, 63.5% were domestic, and 36.5% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

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A total of seven commercial airlines operate at the airport:  Aeroméxico Connect, Aeromar, Volaris, Magnicharters, Aeroméxico, American Eagle and United.  In 2013, airlines operating at this airport served six destinations (three domestic routes and three international routes).  Of these destinations, the airport’s most important direct routes were Mexico City, Dallas and Houston.

The San Luis Potosí airport is located approximately 15 kilometers (9 miles) from the northeast city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 772,604.  The city of San Luis Potosí has 17 industrial parks, 1,235 km (767 miles) of railways, 11,517 km (7,156 miles) of highways and. according to the “Doing Business 2013”report published by the World Bank, San Luis Potosí is the fifth easiest city in Mexico to do business.  The airport operates 24 hours a day and has two runways and main runway capacity of 20 air traffic movements per hour.  The principal runway is 3,000 meters (9,843 feet) long, and the secondary runway is 1,000 meters (3,281 feet) long.  The airport has a total area of 519.8 hectares (2.00 square miles).  The airport’s facilities include a terminal building with approximately 3,832 square meters (41,247 square feet), including 444 square meters (4,779 square feet) of commercial space, a five-position platform for commercial aviation, a 27-position platform for general aviation, two taxiways, a boarding lounge and a public parking facility that accommodates 213 vehicles.  The airport’s navigational aids include precision approach path indicators, VHF omnidirectional radio and an instrument landing system on runway 14.

In 2013, the terminal building was remodeled.  As a result of the improvement and expansion project, the airport’s terminal building now includes a larger check-in area of approximately 545 square meters (5,866 square feet) and an expanded waiting lounge of 485 square meters (5,221 square feet).  Further improvements to the airport included the construction of a 148-square-meter (1,593-square-foot) ramp-handling and baggage-handling area and enlargements of other areas such as the baggage-screening service area, the passenger-inspection point area.

Tampico International Airport

According to the Mexican Bureau of Civil Aviation, the Tampico airport was the 20th  busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, it accounted for approximately 4.7%, 4.7% and 4.6%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 548,083, 594,797 and 608,813 terminal passengers, respectively, were served by the Tampico airport.  Of the terminal passengers in 2011, 91.5% were domestic, and 8.5% were international.  In 2012, 92.6% were domestic, and 7.4% were international.   In 2013, 92.6% were domestic, and 7.4% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

In 2013, the five commercial airlines operating at the airport were Interjet, Aeroméxico Connect, VivaAerobus, Aeromar and United, serving seven direct destinations:  Mexico City, Monterrey, Cancún, Veracruz, Villahermosa, Guadalajara and Houston.  VivaAerobus started flying to and from Cancún on June 7, 2013.  VivaAerobus stopped flying to and from Mexico City and Toluca on January 4, 2013 and August 30, 2013, respectively.  Aeromar stopped flying to and from Reynosa on February 27, 2013.

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

The Tampico airport operates Monday, Wednesday and Friday from 6:30 a.m. to 9:30 p.m. (local time) and from 6:30 a.m. to 9:00 p.m. on Sunday, Tuesday, Thursday and Saturday.  The airport has three runways in operation.  The principal runway is 2,550 meters (8,366 feet) long with a capacity of 22 air

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traffic movements per hour and includes an instrument landing system, which provides precise guidance to assist aircraft during landing, the second runway is 1,300 meters (4,265 feet) in length, and the third runway (used exclusively for Alpha (A) category aircraft and visual flights) is 1,200 meters (3,937 feet) long.

The airport’s total area is 391.7 hectares (1.51 square miles).  Its facilities include a 6,833-square-meter (73,550-square-foot) terminal building, of which 683 square meters (7,351 square feet) are commercial spaces.  It has a seven-position apron for commercial aviation, an 18-position apron for general aviation, two taxiways and four boarding gates.  Currently, the Tampico airport has a public parking facility that accommodates 257 vehicles.

Torreón International Airport

According to the Mexican Bureau of Civil Aviation, the Torreón airport was the 26th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, the Torreón airport accounted for approximately 3.2%, 3.3% and 3.5%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 375,669, 415,244 and 467,398 terminal passengers, respectively, were served by the Torreón airport.  Of the terminal passengers in 2011, 86.3% were domestic, and 13.7% were international.  In 2012, 85.2% were domestic, and 14.8% were international.  In 2013, 88.1% were domestic, and 11.9% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

In 2013, a total of eight commercial airlines operated at the airport, the principal of which were Aeroméxico, VivaAerobus, Aeroméxico Connect, Interjet, Aeromar, Magnicharters, American Airlines and United.  In 2013, these airlines served eight direct destinations:  Mexico City, Guadalajara, Cancún, Chihuahua, Hermosillo, Monterrey, Dallas and Houston.  On March 1, 2011, VivaAerobus began operating a daily route to and from Mexico City.  VivaAerobus started flying to and from Cancún and Guadalajara on June 1, 2013 and September 2, 2013, respectively.  Interjet started flying to and from Mexico City on July 8, 2013.

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

The Torreón airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time).  The airport has two runways.  The principal runway measures 2,755 meters (9,038 feet) in length, and the secondary runway measures 1,718 meters (5,636 feet) in length.  The airport has a runway capacity of 20 air traffic movements per hour.

The airport’s total area is 364.2 hectares (1.41 square miles).  Its facilities include a terminal building of 5,447 square meters (5,863 square feet), of which 545 square meters (5,866 square feet) are commercial space, an eight-position apron for commercial aviation, a nine-position apron for general aviation, two taxiways, five boarding gates, several VIP lounges and one air bridge.  Currently, the Torreón airport has a public parking facility that accommodates 134 vehicles.

Zacatecas International Airport

According to the Mexican Bureau of Civil Aviation, the Zacatecas airport was the 35th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and

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2013 the Zacatecas airport accounted for approximately 2.1%, 2.1% and 2.0%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 248,029, 265,264 and 259,677 terminal passengers, respectively, were served by the Zacatecas airport.  Of the terminal passengers in 2011, 75.3% were domestic, and 24.7% were international.  In 2012, 72.3% were domestic, and 27.7% were international.  In 2013, 68.0% were domestic, and 32.0% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.  Currently, the four commercial airlines that operate at this airport are Volaris, Aeroméxico Connect, Interjet and American Eagle, which serve five direct destinations.  The airport’s domestic routes are to and from Mexico City and Tijuana.  The airport’s international routes are to and from Los Angeles, Chicago and Dallas.

On September 13, 2011, Volaris started flying to and from Mexico City.  International air traffic was negatively affected by Mexicana de Aviación’s suspension of operations.  Routes from Zacatecas to and from Oakland, Los Angeles and Chicago were operated by this airline.

In 2013, airlines operating at this airport served five destinations:  Mexico City, Tijuana, Los Angeles, Chicago and Dallas.  Volaris and Aeroméxico Connect started flying to and from Chicago on November 10, 2011, and December 2, 2011, respectively.  Aeroméxico Connect stopped flying its route to and from Chicago on March 31, 2012.

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

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

The airport’s total area is 216 hectares (0.83 square miles).  The terminal building is 5,707 square meters (61,430 square feet), of which 571 square meters (6,146 square feet) is commercial area.  It has a three-position apron for commercial aviation, a 12-position apron for general aviation, three boarding gates and a parking lot with 198 parking spaces.

In June 2010, the airport opened an international arrivals gate with an area of 1,200 square meters (12,917 square feet).  In addition, the airport renovated the old arrivals gate creating a new gate with a total area of 1,867 square meters (20,096 square feet).  This new arrivals gate includes the old arrivals gate, the maneuvering yard for ramp services, an extension of the walkway connector, new offices for government authorities, new carousels for checked-in luggage, air conditioning and new work equipment.  The total amount invested was Ps. 25.0 million.  Before the renovations and expansions, the terminal building had a total surface area of 3,700 square meters (39,826 square feet), of which 331 square meters (3,563 square feet) consisted of commercial areas.

In January 2012, we began construction of a solar park at Zacatecas airport.  The main objective of the solar park is the generation of sustainable electricity through state-of-the-art technology in solar panels and solar parabolic concentrators.  The solar park installation uses two different photovoltaic generation technologies: rigid monocrystalline silicon panels and photovoltaic parabolic concentrators, each with an installed capacity of 100 Kw in a land area of approximately 4,000 square meters (43,056 square feet), which in 2013 generated approximately 330,787 Kw/h for the airport, equivalent to approximately 40% of the airport’s total electricity requirements.  We believe that this solar park is among the first at an airport in Latin America.

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Border Destinations

Ciudad Juárez International Airport

According to the Mexican Bureau of Civil Aviation, the Ciudad Juárez airport was the 18th busiest airport in Mexico in 2013 based on commercial and general aviation passenger traffic.  In 2011, 2012 and 2013, the Ciudad Juárez airport accounted for approximately 5.7%, 5.6% and 5.3%, respectively, of our terminal passenger traffic.

In 2011, 2012 and 2013, a total of 673,364, 699,394 and 702,904 terminal passengers, respectively, were served by the Ciudad Juárez airport.  Of the terminal passengers in 2011, 2012 and 2013, 99.8%, 99.9% and 99.8%, respectively, were domestic.

In 2013, six airlines operated at the airport (five commercial airlines and one charter airline), serving ten destinations.  In 2013, the airport served 10 direct routes (eight were commercial routes and two were charter routes).  Of these destinations, the airport’s most important direct routes were Mexico City, Guadalajara, Monterrey, Tijuana and Hermosillo.  On March 1, 2011, VivaAerobus started flying a daily route to and from Mexico City.  The Ciudad Juárez airport has general aviation international flights but does not currently have any international commercial routes.

VivaAerobus started flying to and from Mexico City and Guadalajara in 2010.  Aeroméxico has three daily direct flights to and from Mexico City.  Aeroméxico Connect serves destinations including Mexico City, Chihuahua, Guadalajara, Tijuana, Hermosillo and Monterrey.  Volaris started flying to and from Mexico City and Guadalajara on May 30, 2013 and to and from Cancún and Tijuana on July 4, 2013 and October 18, 2013, respectively.  VivaAerobus stopped flying to and from México City on January 6, 2013.

The airport is located in the city of Ciudad Juárez, which is near the U.S. border and has a population of 1,267,229.  The city is a major center of the maquiladora industry, exports 18% of the total manufactured exports in the country and has 21 industrial parks.  Because Ciudad Juárez is a popular entry point to the United States many of the airport’s passengers consist of Mexican migrant workers traveling to Ciudad Juárez in order to seek work in the United States.  Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

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

The airport’s total area is 381 hectares (1.47 square miles).  Its facilities include a terminal building of 6,210 square meters (66,844 square feet), consisting of 621 square meters (6,684 square feet) of commercial space, five boarding gates and two air bridges.  The airport has a seven-position commercial aviation apron, a nine-position general aviation apron, a one-position freight services apron and three taxiways.  Currently, Ciudad Juárez International Airport has a public parking facility that accommodates 280 vehicles.

Reynosa International Airport

According to the Mexican Bureau of Civil Aviation, the Reynosa airport was the 31st busiest airport in Mexico in 2012 based on commercial and general aviation passenger traffic.  In 2011. 2012 and 2013, the Reynosa airport accounted for approximately 1.8%, 2.4% and 3.0%, respectively, of our terminal passenger traffic.

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In 2011, 2012 and 2013, a total of 216,599, 302,934 and 392,206 terminal passengers, respectively, were served by the Reynosa airport.  Of the terminal passengers in 2011, 2012 and 2013, 99.6%, 99.7% and 99.8%, respectively, were domestic.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

In 2013, VivaAerobus, Aeroméxico Connect, Interjet, Aeroméxico, and Aeromar operated at this airport serving Mexico City, Veracruz, Cancún, Poza Rica and Guadalajara .  On October 2, 2009, VivaAerobus started flying from Reynosa, being the first low-cost commercial airline to operate at this airport.  On September 1, 2010, Mexicana de Aviación cancelled operations at this airport.  On June 1, 2011, Aeromar started a daily route to and from Victoria City.  On March 12, 2012, VivaAerobus started flying to and from Mexico City.  On June 1, 2012, Aeromar started flying to and from Tampico every third day.

The airport is located in Reynosa, a city with a population of 608,891 inhabitants bordering the United States near the Gulf of Mexico.  We believe that Reynosa’s robust industrial economic activity and proximity to the United States create the potential for growth in air cargo services.  Because Reynosa is a popular entry point to the United States, many of the airport’s passengers consist of Mexican migrant workers traveling to Reynosa in order to seek work in the United States.  Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

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

The airport’s total area is approximately 418 hectares (1.61 square miles).  The terminal building is 2,608 square meters (28,072 square feet), which includes 326 square meters (3,509 square feet) of commercial area.  It has a three-position apron for commercial aviation, a 15-position apron for general aviation, two taxiways, two boarding gates and a public parking area with 120 spaces.  Additionally, in July 2010, a new general aviation terminal building opened for private aviation.  The building was created in order to improve the service of, and attract more, private air business.

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2013, over 12 international commercial airlines and eight Mexican commercial airlines operated flights at our 13 airports.  Grupo Aeroméxico and VivaAerobus operated the most flights at our airports, followed by Interjet, Volaris and Magnicharters.  In 2013, revenues from Grupo Aeroméxico and its affiliates were Ps. 715,343 thousand (U.S.$ 54.8 million), revenues from VivaAerobus were Ps. 400,824 thousand (U.S.$ 30.7 million), revenues from Interjet totaled Ps. 369,998 thousand (U.S.$ 28.3 million), and revenues from Volaris were Ps. 189,439 thousand (U.S.$ 14.5 million), representing 31.5%, 17.7%, 15.9% and 8.3%, respectively, of our aeronautical revenues from airline customers for 2013.  These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines.

Historically, traditional carriers such as Aeroméxico and Mexicana de Aviación had represented a substantial majority of the Mexican commercial airline market.  In recent years, however, international carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market.  In 2013, passengers traveling on discount and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 51.9% of our commercial aviation passenger traffic.  Since air transportation historically has been affordable only to the

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higher income segments of Mexico’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has the potential to significantly increase the use of air transportation in Mexico.

Aeroméxico was previously owned by the Mexican government.  In November 2007, the Mexican Government, through NAFIN and IPAB (Instituto para la Protección al Ahorro Bancario) sold all of its remaining ownership interest in Aeroméxico and its affiliates to a group of investors led by Banco Nacional de México (“Banamex”).

Grupo Aeroméxico also controls Aeroméxico Connect, which operates at our airports, and Grupo Mexicana previously controlled ClickMexicana and MexicanaLink.  Both airlines previously managed the former largest provider of ramp-handling and baggage-handling services at our airports, Servicios de Apoyo en Tierra, or SEAT, a company governed by a trust controlled by Grupo Aeroméxico and Grupo Mexicana.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and have been in operation since May 12, 2011.

Aeroméxico and Mexicana de Aviación, along with Aeromar and Aeroméxico Connect, have in the past refused to pay certain increases in our airport service charges.  In December 2001, we entered into an agreement with the Mexican National Air Transportation Board and the Mexican Ministry of Communications and Transportation, pursuant to which we settled existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines.  Under the agreement, the National Air Transportation Board agreed to cause our principal airline customers to enter into (i) contracts governing charges for certain aeronautical services and (ii) lease contracts for property used by the airlines.  Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, for the establishment of new routes and other measures expected to increase passenger traffic volume at our airports.  Subsequently, we entered into a new agreement covering the period from August 1, 2009, to December 31, 2011.  In 2012, we did not sign a new agreement, and we did not offer any incentive through, the National Air Transportation Board.  On January 1, 2013 we signed a new agreement with the National Air Transportation Board covering the period from January 1, 2013 through December 31, 2015.  Historically, amounts paid under these agreements have not been material, and we do not expect the current agreement or any similar future agreements with the National Air Transportation Board to have a material effect on our results of operations.

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

The following table sets forth our principal air traffic customers for the years ended December 31, 2011, 2012 and 2013:

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	Percentage of Aeronautical Revenues
Principal Air Traffic Customers	2011	2012	2013
Domestic:
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)	31.8%	31.2%	31.5%
VivaAerobus	15.3%	17.8%	17.7%
Interjet	15.1%	15.8%	15.9%
Volaris	7.4%	7.9%	8.3%
Grupo Aeromonterrey	2.8%	3.4%	3.2%
Aeromar	1.2%	1.2%	1.0%
I.C.C.S.	1.1%	0.5%	0.4%
Menzies Aviation	0.4%	0.4%	0.4%
DHL Express México	0.3%	0.3%	0.6%
Other	8.4%	5.6%	6.1%
Total domestic	84.1%	84.0%	85.1%
International:
United	5.6%	5.5%	4.7%
American Airlines (including American Eagle)	3.8%	4.5%	4.5%
Delta	1.3%	1.4%	1.5%
Alaska Airlines	1.5%	1.4%	1.3%
US Airways (formerly America West (including Mesa))	1.1%	0.8%	0.9%
Charters	0.7%	0.5%	0.4%
Other	1.8%	1.9%	1.6%
Total international	15.9%	16.0%	14.9%
Total	100.0%	100.0%	100.0%

Complementary Services Customers

As of December 31, 2013, our principal complementary services clients are three principal providers of ramp-handling and baggage-handling services, Menzies Aviation, AGN Aviation Services, S.A. de C.V., and Administradora Especializada en Negocios, S.A. de C.V., which provided Ps. 9,063 thousand, Ps. 8,185 thousand and Ps. 5,799 thousand, respectively, of revenues in the form of access fees in 2013.

Our primary catering client is Aerococina, S.A. de C.V., which provided Ps. 1,194 thousand in revenues in the aggregate in the form of access fees in 2013.

Principal Non-Aeronautical Services Customers

As of December 31, 2013, we were party to approximately 1,195 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time-share sales and promotions services and tourist information and promotion services.  As a result, our revenues from non-aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers.  In 2013, our largest commercial customers were CMI (advertising), Aerocomidas, S.A. de C.V. (food and beverage), Operadora Aeroboutiques, S.A. de C.V. (duty paid stores), Dufry México, S.A. de C.V. (duty free), Especialistas en Alta Cocina, S.A. de

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C.V., Wings (food and beverage), ISA Corporativo, S.A. de C.V. (passenger services), FedEx de México, S. de R.L. de C.V. (leasing of warehouse space), Aeroméxico, American Express Company México, S.A. de C.V. (VIP lounges for commercial aviation passengers), Estafeta (leasing of landing space) and ICCS (VIP lounges for executive aviation passengers).

Seasonality

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

Competition

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

However, since the Acapulco, Mazatlán and Zihuatanejo 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 Los Cabos, Cancún and Puerto Vallarta, and abroad, such as in Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.

The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control.  These factors include the general state of the Mexican economy, and to a significant degree, the U.S. economy and the attractiveness of other commercial and industrial centers in Mexico, which may affect the attractiveness of Monterrey and other growing population centers in our airport group, such as Ciudad Juárez and San Luis Potosí.  In addition, with respect to Acapulco, Mazatlán and Zihuatanejo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes) and the development of new resorts that may be considered more attractive.  There can be no assurance that the locations we serve will continue to attract the same level of passenger traffic in the future.

The Mexican Airport and Auxiliary Services agency currently operates 12 small airports in Mexico’s northern region, which collectively served 1,145,245 passengers in 2013, representing an increase of 10.5% from 2012 traffic, mainly as a result of the increases in passenger traffic transported to and from Tepic, Querétaro, Loreto and Ciudad Obregón.

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

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

For instance, on February 6, 2014, the Mexican government announced that the Ministry Communications and Transport granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles).  The Bocoyna airport is expected to operate daily public and private domestic flights, has an ICAO Category 3C rating and could present competition to our airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua.

Sustainability and Our Corporate Culture

Sustainability is one of the core values of our corporate culture.  Our integrated management system focuses on quality, customer service, occupational health and safety, environmental care, corporate social responsibility and corporate governance.  This allows us to respond in a balanced way to the relevant aspects of our stakeholders through different actions and projects in our 13 airports.

Awards and Recognition

We have been included in the Sustainability Index of the Mexican Stock Exchange (Índice Sustentable de la Bolsa Mexicana de Valores) for three years in a row.  The current Sustainability Index is valid through January 31, 2015.  We were also included in the Transparency in Corporate Sustainability Index (Índice de Transparencia en Sustentabilidad Corporativa) published by GESOC (Gestión Social y Cooperación A.C.) and the Center for the Study of Institutional Governance at the IPADE Business School in 2011.

Since December 8, 2006, we have held a multisite ISO 9001 certification for our 13 airports and corporate offices.

On August 15, 2011, we received a multisite ISO 14001:2004 certification for our 13 airports and corporate offices.  This certificate was issued by Lloyd’s Register Quality Assurance and is valid until August 14, 2014.  The inspection and recertification process for our facilities is expected to occur in June 2014, before the certificate expires.

On August 25, 2011, we received a multisite OHSAS 18001:2007 certification for our 13 airports and corporate offices, valid through August 25, 2014.  The inspection and recertification process for our facilities is expected to occur in June 2014, before the certificate expires.

In 2012, the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Chihuahua and Monterrey airports and Level III Safe Company Certificates (Certificado de Empresa Segura Nivel III) to the Culiacán, Mazatlán and Torreón airports for achievement in the administration of health and safety in the workplace.  The San Luis Potosí airport was the first airport in Mexico to receive such certification in 2011.

In 2012, the Ciudad Juárez, Culiacán, Chihuahua, Durango, Mazatlán, San Luis Potosí and Tampico airports received the Environmental Quality Certificate (Certificado de Calidad Ambiental) issued by the Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al

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Ambiente) for compliance with environmental regulations and adoption of environmentally-sound practices.

In 2012, we received a Certificate of Companies Free of Educational Underdevelopment (Certificado de Empresa Libre de Rezago Educativo) issued by the Mexican Institution for Adult Education (Instituto Mexicano para la Educación de los Adultos).

For the fourth consecutive year in 2013, we received a “Great Place to Work” Certificate granted by Great Place to Work en México, ranking 56 in the top 100 companies to work for in Mexico, according to the ranking published by this organization.

On April 7, 2013, for the sixth consecutive year, we received the Socially Responsible Business Distinction (Distintivo de Empresa Socialmente Responsible) granted by the Mexican Center for Philanthropy (Centro Mexicano para la Filantropía).

On May 30, 2012, we signed a partnership agreement with the Universidad Autónoma de Guerrero and launched a project to jointly assist in the preservation of the Tres Palos Lagoon and mangrove areas near the Acapulco airport.  In 2013, the first phase of the project was concluded by concluding a social and environmental assessment of the communities that are close to the Lagoon.  Additionally, 2013 was the second year of operation the Environmental Management Unit (Unidad de Manejo Ambiental) for the restoration of Mangle Botoncillo mangroves near the Zihuatanejo airport.

On July 13, 2013, for the fourth consecutive year, we received an Addiction-Free Company Certificate (Certificado de Empresa Libre de Adicciones) issued by Premeditest for all of our workplace locations.

On March 6, 2013, Euromoney published its ranking of the Best Managed Companies in Latin America in 2013, in which we were ranked third in the Transport/Shipment/Logistics Sector.

In 2013, the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Ciudad Juárez airport.

In 2013, the Acapulco airport renewed its Environmental Quality Certificate (Certificado de Calidad Ambiental) issued by the Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente) for compliance with environmental regulations and adoption of environmentally-sound practices.

Also, in 2013, the Ciudad Juárez Airport received a Family Responsibility Company Certificate (Certificado de Empresa Familiarmente Responsible) granted by the Mexican Ministry of Labor and Social Welfare The Reynosa Airport received this certificate in 2012.

For the second time, on February 14, 2014, the Mazatlán airport was named the Best Regional Airport of 2013 in Latin America and the Caribbean by ACI.  Previous recognition was previously awarded in 2012.

REGULATORY FRAMEWORK

Sources of Regulation

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

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

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

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

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

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

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

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

·the concessions that entitle our subsidiaries to operate our 13 airports for a term of 50 years beginning on November 1, 1998;

·the Mexican Federal Economic Competition Law, enacted December 24, 1992; and

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

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

Under the Mexican Airport Law, the holder of a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico.  A concession generally must be granted pursuant to a public bidding process, except for:  (i) concessions granted to either (a) entities considered part of “the federal public administration” as defined under Mexican law or (b) private companies whose principal shareholders may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders.  Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.  On June 29, 1998, the Ministry of Communications and Transportation granted 13 concessions to operate, maintain and develop the 13 principal airports in Mexico’s Central North region to our subsidiaries.  Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process.  However, the process of selling Series BB shares currently representing 14.7% of our capital stock to our strategic shareholder pursuant to the privatization process was conducted through a public bidding process.  Each of our concessions was amended on September 12, 2000, in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

On February 17, 2000, the regulations under the Mexican Airport Law were issued, and we believe we are currently complying in all material respects with the requirements of the Mexican Airport

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Law and its regulations.  Noncompliance with these regulations could result in fines or other sanctions being assessed by the Ministry of Communications and Transportation, and are among the violations that could result in termination of a concession if they occur three or more times.

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

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

On June 6, 2012, the General Law on Climate Change was adopted and published in the Official Gazette, which, among other objectives, (i) regulates greenhouse gases and emissions so as to stabilize their concentrations in the atmosphere to a point where they will not increase climate change, in consideration of the goals set forth by the UN Framework Convention on Climate Change the provisions derived therein; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy.

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;

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

·approve the master development programs prepared by each concession holder every five years;

·determine each airport’s maximum rates;

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

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

In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports.  The Ministry of Communications and Transportation provides these services through 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.

Concession Tax

Under Article 232-A of the Mexican Federal Duties Law, holders of airport concessions must pay a tax for the use of state-owned assets.  As such, each of our subsidiary concession holders is required to pay a concession tax based on its gross annual revenues from the use of public domain assets pursuant to the terms of its concession.  Currently, this concession tax is set at a rate of 5 % and may be revised at any time by the Mexican government.  Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax, although there can be no assurance that this request will be honored.

Scope of Concessions

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

The concessions held by our subsidiary concession holders allow the relevant concession holder, during the term of the concession, to:  (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and its regulations; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage).  These assets are government-owned assets, subject to the Mexican National Assets Law.  Upon expiration of a concession, the use of these assets, together with any improvements thereto, automatically revert to the Mexican government.

Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law.  The security

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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.  On June 1, 2010, the Mexican Bureau of Civil Aviation, along with the Ministry of Communications and Transportation, established new regulations for carry-on luggage.  The new regulations contain a list of prohibited items and restrictions on liquids, gels and aerosols.  These rules apply to carry-on luggage on both domestic and international flights.

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage.  Under Mexican law, however, airlines are responsible for screening checked baggage.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of the equipment could increase our exposure to liability as a result of our involvement in the screening process.  In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus subject to potential liability, if Mexican law changes in the future.

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

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

General Obligations of Concession Holders

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

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

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

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

Classification of Services Provided at Airports

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

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

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

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

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

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

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

Complementary Services.  Complementary services for which the airlines are responsible may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator.  These services include:  ramp and handling services, checked-baggage screening, aircraft security, catering, cleaning, maintenance, repair and fuel supply (provided exclusively by the Mexican Airport and Auxiliary Services agency) 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.

Diversification Services.  Diversification services are not linked to the operation of the airport or aircraft and include hotel services, air cargo logistics services and real estate services.  These services are distinguished from commercial

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services based on the client served; commercial services are for passengers and activities in airport terminals, while the diversification services are intended to develop areas outside airport terminals.

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

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

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.

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, traffic forecasts, and expansion, modernization and maintenance plans for the following 15 years.  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 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);

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·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 10 years;

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

·any financing sources; and

·environmental protection measures.

The concessions require the concession holder to prepare and submit the concession holder’s master development program in a 24-month period and consider the necessary requirements of the airport users in the preparation of the master development program as well as the opinions of air carriers and operations and timetable’s committee.  The concession holder must submit a draft of the master development program to such committee and air carriers for their review and comments six months prior to its submission for approval to the Ministry of Communications and Transportation.  Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new master development program to the Ministry of Communications and Transportation.  The Ministry of Communications and Transportation may request additional information or clarification as well as seek further comments from airport users.  The Mexican Ministry of Defense (Secretaría de la Defensa Nacional) may also opine on the master development programs.

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

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

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

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

Revenue Regulation

The Mexican Airport Law provides for the Ministry of Communications and Transportation to establish price regulations for services for which the Competition Commission determines that a competitive market does not exist.  In 1999, the Competition 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

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access fees that may be charged to third parties rendering complementary services in our airports.  On September 12, 2000, a new regulation, the Rate Regulation, was incorporated within the terms of each of our concessions.  This regulation provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates.

Regulated Revenues

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

Since January 1, 2000, all of our revenues from aeronautical services have been subject to a price regulation system established by the Ministry of Communications and Transportation.  This price regulation system establishes a “maximum rate” for each airport for every year in a five-year period.  The “maximum rate” is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated revenue sources.  Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.  We are able to set the specific prices for regulated services, other than complementary services and the leasing of space to airlines, for each of our airports, every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport does not exceed the maximum rate per workload unit at that airport on an annual basis.  Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic increase the workload units permit greater revenues overall within each five-year period for which maximum rates are established.

In 2013, approximately 66.4% of our total revenues were earned from aeronautical services subject to price regulation under the maximum rates.  Approximately 74.0% of the sum of our aeronautical and non-aeronautical revenues were earned from aeronautical services subject to price regulation under the maximum rates.

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

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

Historical Maximum Rates and Maximum Rates for 2011 through 2015

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

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

Historical Maximum Rates(1)

	Year Ended December 31,
	2006	2007	2008	2009	2010
Acapulco	178.08	176.73	175.41	174.09	172.79
Ciudad Juárez	139.14	138.10	137.07	136.04	135.02
Culiacán	163.19	162.05	165.44	164.29	163.13
Chihuahua	155.96	154.87	158.61	157.50	156.40
Durango	171.98	170.69	169.39	168.13	166.87
Mazatlán	176.75	175.43	174.11	172.80	171.51
Monterrey	142.43	141.36	140.30	139.26	138.21
Reynosa	161.30	160.10	158.89	157.71	156.52
San Luis Potosí	120.42	119.52	118.62	117.74	116.85
Tampico	170.60	169.32	168.06	166.80	165.54
Torreón	174.12	172.80	171.51	170.22	168.94
Zacatecas	180.43	179.08	177.73	176.40	175.08
Zihuatanejo	181.78	180.42	179.05	177.72	176.38

(1)Expressed in constant pesos as of December 31, 2013, as required by the maximum rate regulation.  The maximum rate for each succeeding year from 2006 is reduced by the efficiency factor of 0.75% per year.

Current Maximum Rates(1)

	Year Ended December 31,
	2011	2012	2013(2)	2014	2015
Acapulco	195.53	194.16	200.95	199.55	198.15
Ciudad Juárez	152.97	151.89	154.99	153.91	152.83
Culiacán	155.96	154.87	158.61	157.50	156.40
Chihuahua	163.19	162.05	165.44	164.29	163.13
Durango	186.85	185.54	187.53	186.22	184.92
Mazatlán	181.75	180.48	184.65	183.36	182.08
Monterrey	152.45	151.38	153.17	152.10	151.03
Reynosa	176.66	175.43	177.46	176.22	174.99
San Luis Potosí	131.58	130.66	131.86	130.93	130.02
Tampico	177.50	176.25	178.17	176.92	175.68
Torreón	185.51	184.20	186.01	184.71	183.42
Zacatecas	197.93	196.54	198.55	197.15	195.77
Zihuatanejo	197.22	195.84	200.91	199.51	198.12

(1)Expressed in constant pesos as of December 31, 2013, as required by the maximum rate regulation.  The maximum rate for each succeeding year from 2013 is reduced by the efficiency factor of 0.70% per year.

(2)Increases to maximum rates for 2013 were negotiated with the Mexican Bureau of Civil Aviation to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circular CO SA-17.2/10 R2.

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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 15 years of workload units (each of which is equivalent to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo), operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation.  The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s master development program for the following 15 years.

·Projections for the following 15 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, 2010, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%.  For the five-year period ending December 31, 2015, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70%.

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

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

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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 December 31, 2013, the daily minimum wage in Mexico City was Ps. 67.29.  As a result, the maximum penalty at such date could have been Ps. 3,365 thousand (U.S.$ 257,516) per airport.

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

Special Adjustments to Maximum Rates

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

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

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

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

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

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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.

Increases in Maximum Rates Associated with Baggage-Screening Services

On March 29, 2013, the Mexican Bureau of Civil aviation published mandatory circular CO SA-17.2/10 R2, which supersedes mandatory circular CO SA-17.2/10 R1 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines to provide the service to the airlines.  On November 30, 2012, after negotiation with the Mexican Bureau of Civil Aviation, the maximum rates of our thirteen airports were increased to take into account the maintenance cost incurred due to the operation of baggage-screening equipment.  The maximum rate increase became effective on January 1, 2013.

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of its 13 concession holders throughout the term of these concessions.  Any acquisition by us or one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Competition 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 shareholders of a concession holder;

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

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·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;

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

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

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

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

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

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

·the failure to maintain the airport’s facilities;

·the provision of unauthorized services;

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

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

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

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

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

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

According to the Mexican National Assets Law, 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.

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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 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.

The Mexican Airport Law provides that sanctions of up to 400,000 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 December 31, 2013, the daily minimum wage in Mexico City was Ps. 67.29.  As a result, the maximum penalty at such date could have been Ps. 26,916 thousand (U.S.$ 2.1 million) per airport.

Consequences of Termination or Revocation of a Concession

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

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government at no cost and free of any liens or other encumbrances.  There is substantial doubt as to whether the provisions of our concessions would prevail over those of the Mexican Communications Law.  Accordingly, there can be no assurance that upon expiration or termination of our concessions, the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports.  Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities.  In addition, the government may grant concessions without a public bidding process to the following entities:

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

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

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

·entities in the federal public administration; and

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

Environmental Matters

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 Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) or the “General Environmental Law,” and its regulations, which are administered by the Ministry of the Environment and Natural Resources and enforced by the Ministry’s enforcement branch, the Federal Attorney for Environmental Protection; (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), or the “Law on Waste”, which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Attorney for Environmental Protection; (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission, also a branch of the Ministry of the Environment and Natural Resources; (iv) the General Law of Climate Change; and (v) the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental).

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 published in October 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 wastewaters into national water bodies must comply with, among other rules, 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, Official Mexican Standards (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Meteorology and Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the

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environmental laws described above, establish standards relating to air emissions, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other issues.  Official Mexican Standards on soil contamination and waste management are currently being developed and may be enacted in the near future.  With respect to soil contamination, we assess the environmental impact and attempt to find solutions in accordance with the Federal Attorney for Environmental Protection, which allows us to carry out our projects and activities in accordance with Mexican law.

The Federal Attorney for Environmental Protection 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 Attorney for Environmental Protection 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 Attorney for Environmental Protection required that environmental audits be performed at each of our airports.  Based on the results of these audits, the Federal Attorney for Environmental Protection 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 Attorney for Environmental Protection 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 Attorney for Environmental Protection has confirmed that we have complied with all of the relevant environmental requirements derived from the aforementioned environmental audits, and has renewed compliance certificates for all of our airports.  These certificates, which are known as Environmental Quality Certificates (Certificados de Calidad Ambiental), certify compliance with applicable Mexican environmental laws, regulations and applicable Official Mexican Standards and must be renewed on a biannual basis.

In accordance with the General Law of Climate Change, individuals and entities that are responsible for sources of emission that are subject to environmental reporting are obligated to compile necessary information, data and documents with respect to direct and indirect emissions for the inclusion in the Mexican National Registry of Emissions (Registro Nacional de Emisiones).  Consequently, we are obligated to comply with this requirement beginning on January 1, 2015.

Furthermore, on June 7, 2013, the Federal Law of Environmental Responsibility was published in the Mexican Official Gazette of the Federation and requires that any person or entity who, whether by act or omission, directly or indirectly, causes harm to the environment, is obligated to repair such harm.  If repair of such harm is not possible, such person is required to pay compensation for the harm caused and take any action necessary to avoid any additional harm or damage.  Likewise, this law establishes a judicial procedure for environmental responsibility through which any physical or moral person with a legitimate interest can sue for repair and compensation for harm done to the environment.

Environmental Certification

In 2011, we received ISO 14001:2004 environmental certification for our 13 airports under the multisite scheme.  This certification recognizes us as a company that is committed to sound environmental practices.  The ISO 14001:2004 certification provides each of the 13 airports in the group with an environmental management system, including methodology for self-assessment and confirming

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compliance with our environmental policy.  The inspection and recertification process is expected to begin in June 2014.

In 2011 and 2012, we were selected to be one of the members of the Sustainability Index by the Mexican Stock Exchange.  The Mexican Stock Exchange Sustainability Index members were selected from among the 70 most traded stocks on the Mexican Stock Exchange based on evaluation criteria of corporate governance, environmental management and social responsibility.

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 actions that our predecessor was required to perform or refrain from performing under applicable environmental laws and under their agreements with environmental authorities.

The level of environmental regulation in 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 and financial condition.

Regulatory Changes Proposed by Mexico’s Competition Commission

On October 1, 2007, the Chairman of the Competition Commission released an independent report on the competitiveness of Mexico’s airports relative to each other and to international airports.  The Chairman’s report made the following recommendations as ways to increase efficiency at Mexican airports:

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

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

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

·promote greater efficiency in scheduling at airports with heavy volumes of passenger traffic;

·promote greater competition between airports;

·eliminate the Mexican Airport and Auxiliary Services agency’s role as exclusive fuel service provider;

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

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·be mindful of vertical integration among airports and airlines.

The Ministry of Communications and Transportation issued a response to the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, Mexico’s airport charges were lower than 36 of the 50 international airports against which they were compared.  We also issued a joint press release along with the other two Mexican airport groups, Grupo Aeroportuario del Pacífico and Aeropuertos del Sureste, questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report and stating that we are committed to participate in a comprehensive review of the report in order to demonstrate our commitment to the efficient development of the airport sector.  In addition, after the Competition Commission Chairman’s report was released, on October 1, 2007, initiatives were introduced in Mexico’s Congress to make several reforms to the Mexican Airport Law that, if enacted, could have a material adverse effect on us.

On February 26, 2009, a legislative initiative was filed with Mexico’s Congress by representatives of PRD (Partido de la Revolución Democrática), PT (Partido del Trabajo) and CONVERGENCIA.

This initiative seeks to reform a substantial part of the current Mexican Airport Law, which regulates airport-related matters.  The initiative was sent to the Transport and Communications Commissions of the Congress to be analyzed and, if each commission determines that the initiative includes all the elements necessary to reform the law, then the initiative will be submitted to the Congress for its approval.  On March 25, 2010, the Transport and Communications Commissions released a negative opinion on this initiative.  The negative opinion was submitted to Congress for its approval but was dismissed on April 20, 2010.  Should the current Mexican Airport law be amended with respect to matters that are related to our operations, such amendment could have a material impact on our operations.

As of April 15, 2014, no such regulatory changes had been enacted.  Although we do not expect that the Competition Commission Chairman’s report or the congressional initiative will result in any regulatory changes in the short term, there can be no assurance that changes to the airport regulatory framework will not occur in the future.

ORGANIZATIONAL STRUCTURE

The following table sets forth our consolidated subsidiaries as of December 31, 2013, including our direct and indirect ownership interest in each:

Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Aeropuerto de Acapulco, S.A. de C.V.	Mexico	100	Holds concession for Acapulco International Airport
Aeropuerto de Ciudad Juárez, S.A. de C.V.	Mexico	100	Holds concession for Ciudad Juárez International Airport
Aeropuerto de Culiacán, S.A. de C.V.	Mexico	100	Holds concession for Culiacán International Airport
Aeropuerto de Chihuahua, S.A. de C.V.	Mexico	100	Holds concession for Chihuahua International Airport

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Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Aeropuerto de Durango, S.A. de C.V.	Mexico	100	Holds concession for Durango International Airport
Aeropuerto de Mazatlán, S.A. de C.V	Mexico	100	Holds concession for Mazatlán International Airport
Aeropuerto de Monterrey, S.A. de C.V.	Mexico	100	Holds concession for Monterrey International Airport
Aeropuerto de Reynosa, S.A. de C.V.	Mexico	100	Holds concession for Reynosa International Airport
Aeropuerto de San Luis Potosí, S.A. de C.V.	Mexico	100	Holds concession for San Luis Potosí International Airport
Aeropuerto de Tampico, S.A. de C.V.	Mexico	100	Holds concession for Tampico International Airport
Aeropuerto de Torreón, S.A. de C.V.	Mexico	100	Holds concession for Torreón International Airport
Aeropuerto de Zacatecas, S.A. de C.V.	Mexico	100	Holds concession for Zacatecas International Airport
Aeropuerto de Zihuatanejo, S.A. de C.V.	Mexico	100	Holds concession for Zihuatanejo International Airport
Servicios Aeroportuarios del Centro Norte, S.A. de C.V.	Mexico	100	Provider of administrative and other services at certain of our airports.
Operadora de Aeropuertos del Centro Norte, S.A. de C.V.	Mexico	100	Provider of operational services to our concessionaries.
Holding Consorcio Grupo Hotelero T2, S.A. de C.V.	Mexico	100	Holds 90% of the shares of the Consortium to develop and operate an NH-branded hotel and commercial areas inside the new Terminal 2 of Mexico City International Airport. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.

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Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Consorcio Grupo Hotelero T2, S.A. de C.V.	Mexico	90	Holds a 20-year lease agreement with Mexico City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters (53,820 square feet) in commercial space inside Terminal 2.
Servicios Corporativos Terminal T2, S.A. de C.V.	Mexico	90	Provider of administrative and other services to Consorcio Grupo Hotelero T2, S.A. de C.V.
Servicios Complementarios del Centro Norte, S.A. de C.V.	Mexico	100	Provider of complementary services.
OMA Logística, S.A. de C.V.	Mexico	100	Develops and operates commercial areas in our concessionaries. Holds 85% of the shares of the investment project to develop and operate a Hilton Garden Inn and commercial areas at the Monterrey airport. Grupo Hotelero Santa Fe, S. de R.L. de C.V. owns the remaining 15%.
Servicios Aero Especializados del Centro Norte, S.A. de C.V.	Mexico	100	Provider of administrative and other services at certain of our airports.
OMA VYNMSA Aero Industrial Park, S.A. de C.V.	Mexico	51	Entity created to build and operate an industrial park at the Monterrey airport.
Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V.	Mexico	85	Holds a 20-year lease agreement with the Monterrey airport to develop and operate a 134-room hotel at the Monterrey airport under the brand Hilton Garden Inn.

PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican National Assets Law, 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

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imposed by the Ministry of Communications and Transportation and our compliance with the terms of our current concessions.  Upon expiration of our concessions, these assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, including any improvements thereon, except for those caused by normal wear and tear.

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

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events.  We also maintain general liability insurance but do not maintain business-interruption insurance.  Among other insurance policies, we carry a U.S.$ 50.0 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S.$ 1.0 billion policy covering personal and property damages to third parties.  We also carry a U.S.$ 200.0 million insurance policy covering damage to our assets and infrastructure.

Item 4A.Unresolved Staff Comments

None.

Item 5.Operating and Financial Review and Prospects

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

Our consolidated financial statements included in this annual report are prepared in accordance with IFRS, as issued by the IASB.

Overview

We hold concessions to operate, maintain and develop 13 airports in Mexico, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government.  The substantial majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers.  For example, approximately 66.4% of our total revenues in 2013 were earned from aeronautical services and approximately 74.0% of the sum of our aeronautical and non-aeronautical revenues in 2013 were earned from aeronautical services.  Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume at our airports.  Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Communications and Transportation and the specific prices that we negotiate with airlines for the provision of aeronautical services.  The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services.  In evaluating our aeronautical revenues, we focus principally on workload units, which measure volume, and aeronautical revenues per workload unit, which measures the contribution to aeronautical revenues from each workload unit.

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

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

During 2013, our business initiatives were focused on maximizing aeronautical revenues and increasing non-aeronautical revenues through (i) the promotion of route development and the optimization of rates; (ii) improving the commercial offering and the passenger experience inside our airport terminals; (iii)  increasing the operations of our current diversification businesses related to airports, such as the Terminal 2 NH Hotel and our OMA Carga business; and (iv) generating new sources of non-aeronautical revenues through new diversification activities that we expect to increase our revenues in the coming years.

Recent Developments

Possible Amendments to the Mexican Airport Law

On December 14, 2011, a bill was introduced in Mexico’s Congress to amend the Mexican Airport Law.  The bill proposes that the Ministry of Communications and Transportation gain additional authority to plan and apply the standards, policies and programs for the Mexican airport system, to oversee the proper operation of civil aviation in Mexico and to establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports.  The bill was approved by the Senate (Senado de la República) and submitted to the House of Deputies, which approved the bill with certain modifications and returned it to the Senate for final approval.  The amendments to the Mexican Airport Law set forth therein will become effective once the Senate has approved the final draft of the amendments and they are published in the Mexican Official Gazette of the Federation.  We do not expect these amendments to have a material impact on our business, results of operations, prospects or financial condition.

Among other changes, the bill proposes that the Ministry of Communications and Transportation, acting in its capacity as airport authority will have additional authority to (i) plan and apply the standards, policies and programs for the Mexican airport system to effectuate the proper operation of civil aviation in Mexico and (ii) establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports.  The Ministry of Communications and Transportation would also be authorized to verify compliance with the Mexican Airport Law, the Mexican Civil Aviation Law, the international treaties and applicable rules and regulations and will also be responsible for the proper operation of the Mexican Airport Registry.  Under this bill, the Ministry could:  (i) require the opinion of the Competition Commission regarding the granting of new concessions;

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and (ii) consider economic efficiency and reductions in user costs when granting airport concessions.  Likewise, under this bill, complementary services (such as ramp, traffic, fuel supply, aircraft repair and maintenance) in an airport concessionaire must be rendered on a competitive basis.

Under this bill, concessions would be granted for an initial period of up to 50 years, and could be extended for additional periods, without exceeding an additional 50 years.  The aforementioned extension would be subject to:  (i) compliance in all respects with the conditions stated in the concession; (ii) the favorable opinion of a commission composed of members of the Ministry of Defense, the Attorney General’s Office, the Navy and the Ministry of Communications and Transportation; (iii) the request of the extension five years prior to the expiration of the concession; and (iv) the acceptance of the new conditions set by the Ministry of Communications and Transportation.

After the bill becomes effective, every concession title, permit and authorization granted before the commencement of these amendments will have to be modified in accordance with this bill, within the calendar year following the commencement date of the bill.  We cannot predict whether these amendments will result in a change to our maximum rates.

Possible Amendments to the Mexican Federal Economic Competition Law

On February 20, 2014, a bill was introduced in Mexico’s Congress to amend the Federal Economic Competition Law.  The bill was approved by the House of Deputies on March 25, 2014 and has been passed to the Senate for review.  If approved, the new law would grant more power to the Mexican Competition Commission, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition, set higher fines for violations of the Federal Economic Competition Law, which includes important changes to rules governing mergers and anti-competitive behavior, and limit the availability of legal defenses against the application of the law.

As of April 15, 2014, the bill has not been approved.  If the bill is approved and the Mexican Competition Commission determines that any of the services we provide at our airports are deemed essential, we could be required to implement significant changes to our business operations, which may have a significant impact on our results of operations. We cannot predict if the new bill will be approved or the terms in which it will be approved. We also cannot predict the impact it would have on our business.

Secondary Global Public Offering

On May 15, 2013, we filed a shelf registration statement on Form F-3 with the SEC, which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock, in an underwritten global public offering at a price of Ps. 40.00 per Series B share and U.S.$24.76 per ADS.

Fiscal Deconsolidation by Empresas ICA

In July 2013, our controlling shareholder, Empresas ICA, conducted a public offering through Aeroinvest and sold 69 million of its Series B shares and decreased its holdings in the Company by approximately 17.25% on July 12, 2013.  Pursuant to Mexican tax law, such a transaction represented a reduction of its shareholding in the Company and, as a result, we are no longer consolidated for tax purposes by Empresas ICA.

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Hotel at Monterrey Airport

In July 2013, we, through our subsidiary OMA Logística, S.A. de C.V., signed an agreement with Grupo Hotelero Santa Fe, S. de R.L. de C.V., a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand through an investment of which OMA Logística, S.A. de C.V., holds 85% and Grupo Hotelero Santa Fe, S. de R.L. de C.V. holds 15%, to develop the project.  The Hilton Garden Inn at the Monterrey airport will include a restaurant and bar, business centers and a fitness center and will be easily accessible from Terminals A and B of the airport.  Construction of the hotel began in January 2014, and the hotel is expected to start operations during the first quarter of 2015.

Effects of Hurricane Manuel

In September 2013, Hurricane Manuel struck the Pacific coast of Mexico, affecting the Acapulco and Zihuatanejo airports.  The Acapulco airport ceased operations for five days and implemented “air bridge” operations to evacuate a total of 28,724 stranded passengers and did not collect fees from the airlines or passengers in connection with these operations.  The costs incurred by the Acapulco, Chihuahua and Zihuatanejo airports as a result of these storms did not have any material impact on our financial results.  At the Acapulco airport, we had Ps. 51,561 thousand in estimated damages.

Tax Reform Effects

In October 2013, Mexico’s Congress approved a tax reform that, among other changes, includes the repeal of Business Flat Tax Law, the repeal of the Tax on Cash Deposits Law, a 16% value added tax rate, the imposition of a 10% withholding tax on dividends, a new Income Tax Law, and new statutory tax rates, all of which are effective from January 1, 2014.  The repeal of Business Flat Tax Law and new statutory tax rates resulted in the elimination of existing deferred Business Flat Tax liabilities of Ps. 337,317 thousand.

Line of Credit with UPS Capital Business Credit

On April 11, 2014 we withdrew U.S.$ 3.1 million from a line of credit for rescue and firefighting equipment.  The line of credit is with UPS Capital Business Credit (guaranteed by Export-Import Bank of the United States (“Ex-Im Bank”)) and is valid through July 25, 2019.  The line of credit is guaranteed by the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest.  The interest rate is LIBOR plus 265 basis points.

Operating Results

Certain U.S. dollar amounts have been translated from Mexican pesos for convenience purposes at an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013.

Passenger and Cargo Volumes

In 2013, approximately 86.2% of the terminal passengers using our airports were domestic.  Domestic traffic increased by 6.4% and international traffic increased by 0.4% as compared to 2012.  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.  For instance, in 2013, airlines began receiving new aircrafts, which increased flight capacities

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and, thereby, passenger traffic.  Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.

In 2011, 2012 and 2013, our 13 airports handled approximately 88,599, 89,860 and 85,532 metric tons of cargo, respectively.  The decrease in air cargo transportation in 2013 was due to an increase in ground cargo transportation.  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.

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

	Year Ended December 31,
	2011	2012	2013
Domestic terminal passengers(1)	9,988.3	10,769.2	11,459.25
International terminal passengers(1)	1,784.3	1,825.1	1,833,22
Total terminal passengers(1)	11,772.6	12,594.4	13,292.47
Cargo units(1)	886.0	898.6	855.32
Total workload units(1)	12,658.6	13,493.0	14,147.79
Change in total terminal passengers(2)	1.6%	7.0%	5.5%
Change in workload units(2)	1.3%	6.6%	4.9%
Aeronautical revenues(3)	1,870,177	2,130,662	2,268,869
Change in aeronautical revenues(2)	13.2%	13.9%	6.5%
Aeronautical revenues per workload unit	147.7	157.9	160.4
Change in aeronautical revenues per workload unit(1)(2)	11.7%	6.9%	1.6%
Non-aeronautical revenues(3)	588,671	688,957	796,501
Change in non-aeronautical revenues(2)	19.7%	17.0%	15.6%
Non-aeronautical revenues per terminal passenger(4)	50.0	54.7	59.9
Change in non-aeronautical revenues per terminal passenger(2)	17.9%	9.4%	9.5%
Non-aeronautical revenues per terminal passenger, excluding hotel services(4)(5)	37.9	42.1	46.6
Change in non-aeronautical revenues per terminal passenger, excluding hotel services(2)(5)	12.1%	11.0%	10.7%

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

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

(3)In thousands of pesos.

(4)In pesos.

(5)Figures presented for comparison purposes, as revenues from hotel services do not increase as a function of terminal passengers.

In 2013, we served 13.3 million terminal passengers, of which 11.5 million were domestic and 1.8 million were international, and approximately 0.2 million were transit passengers.

Classification of Revenues

We classify our revenues into three categories:  revenues from aeronautical services, revenues from non-aeronautical services and revenues from construction services.  Historically, a substantial majority of our total revenues have been derived from aeronautical services.  For example, in 2013,

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66.4% of our total revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services and construction services.  Aeronautical services represented 74.0% of the sum of our aeronautical and non-aeronautical revenues.

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, the leasing of space in our airports to airlines (other than first class/VIP lounges and other similar activities not directly related to essential airport operations) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally includes revenues earned from:  (i) commercial activities, such as car parking (which may be subject to certain municipal regulations, but not to our maximum rates), rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as advertising, retail operators, food and beverage providers, car rental companies, time-share sales and promotions service providers, duty-free operators and fees collected from other miscellaneous sources, such as financial services providers, telecommunications providers and other passenger services providers; (ii) diversification activities, which include revenues earned by the operation of the Terminal 2 NH Hotel of Mexico City International Airport, OMA Carga operations (air cargo logistics services) and real estate services; and (iii) complementary activities, which principally include our checked baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations, as well as fees for access to federal zones.

We recognize revenues from construction services derived from the improvements made to airports that are included in our master development programs.  We recognize revenues and costs for improvements to airport concessions that are included in the airport’s master development program.  Construction service revenues related to the airport concession are determined based on negotiations between us and the Ministry of Communication and Transportation (recognized according to the percentage-of-completion method), as we construct or improve the airports based on the master development programs.  The Ministry of Communication and Transportation grants us the right to obtain revenues from the airport services rendered.

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

Fluctuations in the Peso

Between January 4, 2010, and December 30, 2011, the peso fluctuated between Ps. 12.91 per U.S.$ 1.00 and Ps. 13.95 per U.S.$ 1.00, reaching Ps. 14.25 per U.S.$ 1.00 on November 25, 2011.  From September 30, 2010, to March 31, 2011, the peso appreciated by approximately 5.4%, from Ps. 12.60 per U.S.$ 1.00 to Ps. 11.92 per U.S.$ 1.00.  Between March 31, 2011, and September 30, 2011, the peso fluctuated between Ps. 11.92 and Ps. 13.77 per U.S.$ 1.00.  From September 30, 2011, to March 30, 2012, the peso depreciated by approximately 7.0% from Ps. 13.77 per U.S.$ 1.00 to Ps. 12.81 per U.S.$ 1.00.  Between March 30, 2012 and September 28, 2012, the peso fluctuated between Ps. 12.81 and Ps. 12.86 per U.S.$ 1.00.  From September 28, 2012 to March 29, 2013, the peso fluctuated between Ps. 12.86 per U.S.$ 1.00 and Ps. 12.32 per U.S.$ 1.00.  Between March 29, 2013 and September 30, 2013, the peso fluctuated between Ps. 12.32 and Ps. 13.16 per U.S.$ 1.00.  The peso subsequently began to appreciate, reaching Ps. 13.10 per U.S.$ 1.00 on April 15, 2014.

A depreciation of the peso affects our business in the following ways:  (i) international passengers pay tariffs denominated in U.S. dollars, and these tariffs are generally collected in Mexican pesos 30 days

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following the date of each flight; thus any depreciation of the Mexican peso has a positive impact on our results from operations which are denominated in Mexican pesos and (ii) we have financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos thus causing foreign exchange losses.  As of December 31, 2013, international passenger charges amounted to Ps. 412,817 thousand and as of December 31, 2013, we had U.S.$ 16.3 million of liabilities denominated in U.S. dollars.

Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit (a workload unit is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services.  See “Item 4.  Regulatory Framework—Revenue Regulation” for a description of our maximum rates and the rate setting procedures for future periods.  The maximum rates for our airports have been determined for each year through December 31, 2015.

The following table sets forth our revenues from aeronautical services for the periods indicated:

	Year Ended December 31,
	2011		2012		2013
	Amount	%	Amount	%	Amount	%
	(in thousands of pesos, except percentages)
Aeronautical revenues:
Domestic passenger charges	1,195,059	63.9%	1,355,923	63.6%	1,441,037	63.5%
International passenger charges	321,690	17.2%	395,947	18.6%	412,817	18.2%
Landing charges	101,330	5.4%	109,045	5.1%	116,082	5.1%
Aircraft parking charges	80,671	4.3%	95,105	4.5%	97,997	4.3%
Airport security charges	21,817	1.2%	24,795	1.1%	27,123	1.2%
Passenger walkway charges	21,157	1.1%	24,378	1.2%	25,845	1.1%
Other(1)	128,453	6.9%	125,470	5.9%	147,968	6.5%
Total aeronautical revenues	1,870,177	100.0%	2,130,663	100.0%	2,268,869	100.0%

(1)Includes regulated access fees, leasing of space to airlines for their operations and leasing of space in the airside to cargo handling agents and shippers.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and the leasing of space to airlines, every three months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenues per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year.  We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers.  Historically, our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers.  In 2013, passenger charges represented 81.7% of our aeronautical services revenues.  In 2013, aeronautical services represented 66.4% of our total revenues and 74.0% of the sum of our aeronautical and non-aeronautical revenues.

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We seek to offer incentives, including significant discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports.  The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier meeting the conditions specified for those incentives.  In 2011, we offered incentives to Aeroméxico Connect and VivaAerobus to encourage them to establish new routes.  In 2012 and 2013, we offered a general incentive scheme to all airlines that started new routes as well as airlines with increased passenger traffic as compared to 2011 and 2012, respectively.  The main objective is to promote passenger growth in all of our airports.  We may continue to offer further incentives in the future.

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

In 2013, our aeronautical revenues represented approximately 99.1% of the amount we were entitled to earn under the maximum rates applicable to all of our airports.  To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenues, this percentage could decrease.  There can be no assurance that we will be able to collect substantially all of the revenues we are entitled to earn from services subject to price regulation in the future.

Non-Aeronautical Revenues

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services.  The contribution to our total revenues from non-aeronautical services was 23.3% in 2013.  Our non-aeronautical revenues per terminal passenger increased from Ps. 54.7 in 2012 to Ps. 59.9 in 2013, due primarily to an increase in and improvement of diversification and commercial activities in all of our airports, especially our revenues from baggage-screening services, hotel services, OMA Carga operations and car rental services.  Our non-aeronautical revenues in 2013 represented 26.0% of the sum of our aeronautical and non-aeronautical revenues, and our revenues from commercial activities per terminal passenger increased from Ps. 29.5 in 2012 to Ps. 30.3 in 2013, due primarily to an increase in and improvement of commercial activities in all of our airports, especially our revenues from car rentals, telecommunication services whereby telecommunication providers paid our airports for use of their space and food and beverage operations.

The following table sets forth our revenues from non-aeronautical activities for the periods indicated:

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	Year Ended December 31,
	2011		2012		2013
	Amount	%	Amount	%	Amount	%
	(in thousands of pesos, except percentages)
Non-aeronautical revenues:
Commercial activities:
Car parking charges	113,428	19.3%	124,300	18.0%	128,012	16.1%
Advertising	75,403	12.8%	82,494	12.0%	80,185	10.1%
Retail operations	40,101	6.8%	39,750	5.8%	44,444	5.6%
Food and beverage operations	35,843	6.1%	41,005	6.0%	46,472	5.8%
Car rental operators	34,872	5.9%	37,355	5.4%	45,635	5.7%
Time share developers	15,253	2.6%	15,590	2.3%	14,371	1.8%
Duty-free operations	11,793	2.0%	11,412	1.7%	12,606	1.6%
Financial services	4,002	0.7%	4,493	0.7%	4,556	0.6%
Communications and network	3,059	0.5%	6,680	1.0%	13,195	1.7%
Services to passengers	2,990	0.5%	7,711	1.1%	12,896	1.6%
Total commercial activities	336,744	57.2%	370,790	53.8%	402,372	50.5%
Diversification activities:
Hotel services	142,098	24.1%	158,477	23.0 %	176,510	22.2%
OMA Carga operations	25,364	4.4%	31,184	4.5%	42,894	5.4%
Real estate services	638	0.1%	3,159	0.5%	8,554	1.1%
Total diversification activities	168,100	28.6%	192,820	28.0%	227,958	28.6%
Complementary Activities:
Leasing of space(1)	51,249	8.7%	58,692	8.5%	61,104	7.7%
Complementary service suppliers	6,576	1.1%	7,896	1.1%	7,237	0.9%
Baggage-screening services	0	N/A	25,820	3.7%	64,375	8.1%
Total of complementary activities	57,825	9.8%	92,408	13.4%	132,716	16.7%
Recovery of costs from leasing clients(2)	26,002	4.4%	32,939	4.8%	33,455	4.2%
Total revenues from non-aeronautical services	588,671	100.0%	688,957	100.0%	796,501	100.0%

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

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

The majority of our non-aeronautical revenues are derived from commercial activities, which represented 50.5% of our non-aeronautical revenues in 2013.  Commercial activities include car parking charges (which may be subject to government regulation, but not to our maximum rates), rental and royalty payments from third parties operating retail stores and providing commercial services at our airports, such as advertising, food and beverage providers, car rentals, time-share sales and promotions services, duty-free stores and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers.

On an individual basis, our most important source of non-aeronautical revenues is hotel services provided by Terminal 2 NH Hotel of Mexico City International Airport, which represented 22.2% of our

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non-aeronautical revenues in 2013 and is part of our diversification activities.  Other than hotel services, diversification activities include OMA Carga operations (air cargo logistics services) and real estate services.

Complementary activities represented 16.7% of our non-aeronautical revenues in 2013.  These activities principally include baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations; as well as fees for access to federal zones.

Operating Costs

Our operating costs have been, and we believe that they will continue to be, funded entirely from our results of operations.  The following table sets forth our operating costs and certain other related information for the periods indicated:

	Year Ended December 31,
	2011	2012		2013
	Amount	Amount	% Change	Amount	% Change
	(in thousands of pesos, except percentages)
Operating Costs:
Cost of services:
Employee costs	149,899	157,619	5.2%	168,549	6.9%
Maintenance	72,325	91,817	27.0%	136,400	48.6%
Safety, security and insurance	100,594	133,580	32.8%	139,034	4.1%
Utilities (electricity, cleaning and water)	133,272	143,306	7.5%	139,316	(2.8%)
Real estate leases	25,629	26,377	2.9%	31,755	20.4%
Allowance for doubtful accounts	10,905	(6,689)	(161.3%)	(3,727)	(44.3%)
Hotel service costs	23,656	28,220	19.3%	25,658	(9.1%)
Statutory employee profit sharing	1,299	2,790	114.8%	1,424	(49.0%)
Other	86,321	79,197	(8.3%)	86,920	9.8%
Total cost of services	603,900	656,217	8.7%	725,329	10.5%
Maintenance provision	165,683	164,208	(0.9%)	263,167	60.3%
Construction costs	330,863	321,718	(2.8%)	352,688	9.6%
Administrative expenses	434,531	457,749	5.3%	501,233	9.5%
Concession taxes	115,979	137,028	18.1%	148,159	8.1%
Technical assistance fees	55,150	67,365	22.1%	66,643	(1.1%)
Depreciation and amortization(1)	165,088	186,803	13.2%	201,226	7.7%
Other expenses (income), net	(751)	(9,924)	(1,221.4%)	(49,782)	401.6%
Total operating costs	1,870,443	1,981,164	5.9%	2,208,663	11.5%

(1)Depreciation reflects depreciation of fixed assets, and amortization reflects amortization of our concessions and rights to use airport facilities.

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Cost of Services

Our cost of services consists primarily of employee, maintenance, safety, security and insurance costs, utilities (a portion of which we recover from our tenants) and other miscellaneous expenses.  Our cost of services increased from Ps. 656,217 thousand in 2012 to Ps. 725,329 thousand in 2013.  This increase was principally due to maintenance costs, which increased from Ps. 91,817 thousand in 2012 to Ps. 136,400 thousand in 2013 as a result of the cost of maintaining our baggage-screening equipment, and employee costs, which increased from Ps. 157,619 thousand in 2012 to Ps. 168,549 thousand in 2013 due to an increase in the number of employees, the provision of variable employee compensation and inflation adjustments.

Construction Costs

We invest in additions and upgrades to our concession assets in accordance with our master development programs.  As our construction costs are equal to our revenues from construction services, they do not have a cash impact on our results of operations.

Administrative Expenses

Our administrative expenses consist primarily of personnel expenses, fees and expenses paid to consultants and other providers of professional services and other administrative overhead expenses.

Solidarity Fees

We and our subsidiaries have entered into inter-company agreements under which we provide services and make payments among us and our subsidiaries.  The payments under these agreements affect the revenues, operating costs and income at our individual subsidiaries but not our consolidated results.  Under the intercompany agreements, our parent company Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., or GACN, and our administrative services subsidiaries provide certain services and guarantees to our airport operating subsidiaries (which may include payments to certain of our airport operating subsidiaries), in exchange for which our airport operating subsidiaries make payments to GACN and the service subsidiaries.  Each of our airports has entered into a “Solidarity Agreement” with our parent company, pursuant to which each of our airport operating subsidiaries pays a solidarity fee to GACN in exchange for which GACN guarantees the ongoing viability of that subsidiary’s concession, including, in the case of certain subsidiaries, by making payments to those subsidiaries to ensure that they have the resources to comply with their master development programs and other regulatory obligations.  As described under “Item 4.  Information on the Company—Regulatory Framework—General Obligations of Concession Holders,” 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 airport operating subsidiaries.  Therefore, our airport operating subsidiaries that generate higher revenues pay higher solidarity fees to our parent company to ensure the continued viability of the concessions held by our airport operating subsidiaries that generate lower revenues.  Amounts paid pursuant to the Solidarity Agreements are determined in accordance with Mexican transfer pricing regulations established under the Mexican Income Tax Law and are in line with a transfer pricing study that we commission annually from an independent third party.  The intercompany agreements also include agreements to provide other routine services, including negotiating regulated tariffs and interfacing with regulators, leasing of commercial real estate, trademark license royalties, marketing services and employee costs.  The costs of these services and guarantees, including the solidarity fees, are actual costs that are charged to individual airports.

Technical Assistance Fee and Concession Tax

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in

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exchange for a fee.  The technical assistance fee for each of 2001 and 2002 was fixed at U.S.$ 5.0 million (adjusted annually for U.S. inflation).  For the remainder of the contract term, the fee is equal to the greater of U.S.$ 3.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee, taxes and depreciation and amortization).

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

Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions.  In 2013, our depreciation and amortization expenses increased by 7.7%, as compared to 2012, as a result of an increase in investment improvements to concession assets during 2013.

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

Capital Expenditures

In 2013, capital expenditures were Ps. 444,471 thousand.  We funded our capital expenditures through cash flows from operations and debt, and we believe that we will continue to do so in the future.  See “Item 5.  Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Employee Statutory Profit Sharing

We are subject to the mandatory employee statutory profit sharing regime (participación de los trabajadores en las utilidades de las empresas, or “PTU”) established by the Mexican Federal Labor Law.  Under this regime, 10% of a company’s unconsolidated annual profits, as calculated for tax purposes, must be distributed among employees other than the chief executive officer.

Taxation

In October 2013, the Mexican government enacted tax reforms, which include several significant changes to income tax laws, discussed in further detail below, entering into effect on January 1, 2014. The effects of the changes in tax law on deferred tax assets and liabilities are recognized as earnings in 2013.

Prior to these tax reforms, Mexican companies were subject to a dual tax system comprised of the Corporate Income Tax and the Business Flat Tax and recognized the financial statement effects of one or both of those taxes.  As a result of the repeal of the Business Flat Tax, all existing deferred Business Flat Tax was eliminated and deferred income taxes are recognized solely on a Corporate Income Tax basis going forward.

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The Corporate Income Tax rate in 2013 and 2012 was 30%.  In connection with the tax reforms, scheduled decreases in the Corporate Income Tax rate, which would have reduced the rate to 29% in 2014 and 28% in 2015 and thereafter, were canceled.

A withholding tax at a rate of 10% on the gross amount of dividends distributed to non-Mexican holders with respect to our Series B shares and our ADSs was enacted as part of the recent tax reforms.  For a further discussion of the withholding tax, see “Item 10.  Additional Information—Taxation—Taxation of Dividends.”

The main impact of these tax reforms was the elimination of a deferred Business Flat Tax liability and a new statutory tax rate that was previously recognized and the recognition of a deferred tax asset based only on Corporate Income Tax at a number of our airports, representing Ps. 337,317  thousand for the year ended December 31, 2013.  As a result, in 2013, we had a negative effective tax rate of 12.6%.

Effects of Devaluation and Inflation

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

	Year Ended December 31,
	2012	2013
(Appreciation) depreciation of the Mexican peso as computed to the U.S. dollar(1)	(7.1%)	1.1%
Mexican inflation rate(2)	3.6%	4.0%
U.S. inflation rate(3)	1.7%	1.5%
Increase in Mexican GDP(4)	3.9%	1.1%

(1)Based on changes in the noon buying rate for Mexican pesos, as published by the U.S. Federal Reserve at the end of each period, which were as follows:  Ps. 13.95 per U.S.$ 1.00 as of December 30, 2011,  Ps. 12.96 per U.S.$ 1.00 as of December 31, 2012, and Ps. 13.10 per U.S.$ 1.00 as of December 31, 2013.

(2)Based on changes in the Mexican Consumer Price Index from the previous period, as reported by the Mexican Central Bank.  The year-end Mexican Consumer Price Index was 107.246 in 2012 and 111.508 in 2013.

(3)Based on changes in the Consumer Price Index for all urban consumers before seasonal adjustment, 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 did not have a material impact on our revenues or results of operations during 2012 and 2013.  However, the general condition of the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, the following:

Depreciation and amortization expense.  IFRS requires us to revalue our non-monetary assets to give effect to inflation when it approaches or exceeds 100%, in addition to other qualitative factors.

Passenger charges.  Passenger charges for international passengers are currently denominated in U.S. dollars (although invoiced and paid in Mexican pesos), while passenger charges for domestic passengers are denominated in pesos.

Exchange gains and losses.  Our consolidated statement of comprehensive income reflects gains and losses from foreign exchange transactions and could be impacted by exchange rates (to the extent of our foreign currency transactions).

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

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

Operating Results by Segment

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

	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Metropolitan Destination
Monterrey:
Revenues:
Aeronautical services	843,773	989,976	1,046,621
Non-aeronautical services	250,719	292,169	320,774
Construction services	184,574	72,331	74,722
Total revenues	1,279,066	1,354,476	1,442,117
Operating costs:
Costs and administrative expenses	212,517	230,395	245,215
Major maintenance provision	29,365	55,770	56,249
Construction costs	184,574	72,331	74,722
Depreciation and amortization	58,109	65,864	71,513
Solidarity fee	685,568	723,974	771,663
Total operating costs	1,170,133	1,148,334	1,219,363
Income from operations	108,933	206,142	222,754
Operating margin(1)	8.5%	15.2%	15.4%
Tourist Destinations
Acapulco:
Revenues:
Aeronautical services	103,695	99,498	108,420
Non-aeronautical services	21,986	18,725	20,266
Construction services	4,853	19,665	43,861
Total revenues	130,534	137,888	172,547
Operating costs:
Costs and administrative expenses	46,893	50,720	42,776
Major maintenance provision	26,307	10,288	17,499
Construction costs	4,853	19,665	43,861
Depreciation and amortization	12,453	13,909	14,845
Solidarity fee	40,817	22,996	24,688
Total operating costs	131,323	117,578	143,669
Income from operations	(789)	20,310	28,878
Operating margin(1)	(0.6%)	14.7%	16.7%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Mazatlán:
Revenues:
Aeronautical services	122,733	122,061	136,063
Non-aeronautical services	36,440	34,900	34,719
Construction services	12,002	11,940	14,173
Total revenues	171,175	168,901	184,955
Operating costs:
Costs and administrative expenses	34,345	36,219	39,990
Major maintenance provision	20,224	6,583	22,044
Construction costs	12,002	11,940	14,173
Depreciation and amortization	9,450	10,903	11,258
Solidarity fee	88,545	78,126	68,905
Total operating costs	164,566	143,771	156,370
Income from operations	6,609	25,130	28,585
Operating margin(1)	3.9%	14.9%	15.5%
Zihuatanejo:
Revenues:
Aeronautical services	77,611	89,602	91,203
Non-aeronautical services	17,537	17,401	17,843
Construction services	75,096	15,708	24,348
Total revenues	170,244	122,711	133,394
Operating costs:
Costs and administrative expenses	27,636	32,660	28,684
Major maintenance provision	(9,270)	6,360	10,017
Construction costs	75,096	15,708	24,348
Depreciation and amortization	9,265	11,909	13,346
Solidarity fee	41,378	39,920	33,377
Total operating costs	144,105	106,557	109,772
Income from operations	26,139	16,154	23,622
Operating margin(1)	15.4%	13.2%	17.7%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Regional Destinations
Chihuahua:
Revenues:
Aeronautical services	122,508	139,127	148,028
Non-aeronautical services	24,910	27,259	30,461
Construction services	19,101	26,654	9,127
Total revenues	166,519	193,040	187,616
Operating costs:
Costs and administrative expenses	28,517	33,260	41,320
Major maintenance provision	14,889	14,423	11,419
Construction costs	19,101	26,654	9,127
Depreciation and amortization	7,640	9,183	10,190
Solidarity fee	87,928	83,093	87,043
Total operating costs	158,075	166,613	159,099
Income from operations	8,444	26,427	28,517
Operating margin(1)	5.1%	13.7%	15.2%
Culiacán:
Revenues:
Aeronautical services	168,427	194,285	211,588
Non-aeronautical services	23,614	26,605	32,504
Construction services	12,156	66,093	18,294
Total revenues	204,197	286,983	262,386
Operating costs:
Costs and administrative expenses	35,139	41,589	48,850
Major maintenance provision	44,969	7,561	31,523
Construction costs	12,156	66,093	18,294
Depreciation and amortization	9,319	10,608	12,600
Solidarity fee	110,822	125,593	111,327
Total operating costs	212,405	251,444	222,594
Income from operations	(8,208)	35,539	39,792
Operating margin(1)	(4.0%)	12.4%	15.2%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Durango:
Revenues:
Aeronautical services	38,390	45,051	44,341
Non-aeronautical services	6,046	6,723	7,144
Construction services	1,723	1,015	23,149
Total revenues	46,159	52,789	74,634
Operating costs:
Costs and administrative expenses	15,246	16,392	18,530
Major maintenance provision	11,353	7,152	7,383
Construction costs	1,723	1,015	23,149
Depreciation and amortization	3,306	3,966	4,092
Solidarity fee	15,749	15,783	13,710
Total operating costs	47,377	44,308	66,864
Income from operations	(1,218)	8,481	7,770
Operating margin(1)	(2.6%)	16.1%	10.4%
San Luis Potosí:
Revenues:
Aeronautical services	51,845	63,281	65,573
Non-aeronautical services	12,018	13,836	14,541
Construction services	1,179	9,355	73,874
Total revenues	65,042	86,472	153,988
Operating costs:
Costs and administrative expenses	17,716	16,427	19,713
Major maintenance provision	24,256	7,419	35,637
Construction costs	1,179	9,355	73,874
Depreciation and amortization	2,818	3,208	3,698
Solidarity fee	21,446	37,616	8,232
Total operating costs	67,415	74,025	141,154
Income from operations	(2,373)	12,447	12,834
Operating margin(1)	(3.6%)	14.4%	8.3%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Tampico:
Revenues:
Aeronautical services	92,958	105,275	108,330
Non-aeronautical services	12,587	14,938	15,504
Construction services	5,510	8,028	6,116
Total revenues	111,055	128,241	129,950
Operating costs:
Costs and administrative expenses	23,592	27,217	28,505
Major maintenance provision	25,829	9,914	19,496
Construction costs	5,510	8,028	6,116
Depreciation and amortization	4,373	5,172	5,518
Solidarity fee	51,964	58,842	48,419
Total operating costs	111,268	109,173	108,054
Income from operations	(213)	19,068	21,896
Operating margin(1)	(0.2%)	14.9%	16.8%
Torreón:
Revenues:
Aeronautical services	65,984	77,305	87,321
Non-aeronautical services	11,471	13,259	14,114
Construction services	—	10,231	11,887
Total revenues	77,455	100,795	113,322
Operating costs:
Costs and administrative expenses	22,107	23,411	27,644
Major maintenance provision	(18,536)	13,919	17,060
Construction costs	—	10,231	11,887
Depreciation and amortization	6,251	6,933	7,267
Solidarity fee	33,858	31,018	36,839
Total operating costs	43,680	85,512	100,698
Income from operations	33,775	15,283	12,624
Operating margin(1)	43.6%	15.2%	11.1%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Zacatecas:
Revenues:
Aeronautical services	44,698	51,177	51,282
Non-aeronautical services	6,528	6,713	7,139
Construction services	2,324	21,343	26,264
Total revenues	53,550	79,233	84,685
Operating costs:
Costs and administrative expenses	15,645	17,576	18,296
Major maintenance provision	(12,243)	5,929	7,099
Construction costs	2,324	21,343	26,264
Depreciation and amortization	4,106	4,467	5,146
Solidarity fee	18,896	20,409	17,990
Total operating costs	28,728	69,724	74,795
Income from operations	24,822	9,509	9,890
Operating margin(1)	46.4%	12.0%	11.7%
Border Destinations
Ciudad Juárez:
Revenues:
Aeronautical services	101,423	110,444	112,707
Non-aeronautical services	18,345	20,563	22,460
Construction services	9,771	27,785	9,078
Total revenues	129,539	158,792	144,245
Operating costs:
Costs and administrative expenses	29,572	35,039	35,965
Major maintenance provision	(4,736)	12,701	17,275
Construction costs	9,771	27,785	9,078
Depreciation and amortization	7,982	8,222	8,212
Solidarity fee	52,316	54,289	50,964
Total operating costs	94,905	138,036	121,494
Income from operations	34,634	20,756	22,751
Operating margin(1)	26.7%	13.1%	15.8%

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	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos, except percentages)
Reynosa:
Revenues:
Aeronautical services	36,132	53,719	69,919
Non-aeronautical services	6,601	8,143	9,425
Construction services	2,571	31,570	17,795
Total revenues	45,304	93,432	97,139
Operating costs:
Costs and administrative expenses	14,799	16,816	18,771
Major maintenance provision	13,277	6,188	10,466
Construction costs	2,571	31,570	17,795
Depreciation and amortization	2,911	3,671	4,526
Solidarity fee	11,172	25,299	32,417
Total operating costs	44,730	83,544	83,975
Income from operations	573	9,888	13,164
Operating margin(1)	1.3%	10.6%	13.6%
Hotel:
Revenues:
Non-aeronautical services	142,098	158,477	176,510
Total revenues	142,098	158,477	176,510
Operating costs:
Costs and administrative expenses	89,183	98,925	103,801
Depreciation and amortization	20,344	20,334	20,219
Total operating costs	109,527	119,259	124,020
Income from operations	32,571	39,218	52,490
Operating margin	22.9%	24.7%	29.7%

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

Historically, our most profitable airport has been the Monterrey airport, which handles the majority of our international passengers.  In recent years, however, this trend has changed.  In 2011, the Zacatecas airport was our most profitable airport.  In 2012, the Durango airport was our most profitable airport, and in 2013, the Zihuatanejo airport was our most profitable airport.  We determine profitability per airport by dividing income from operations in each airport by total revenues for that airport.

Summary Historical Consolidated Results of Operations

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

	Year Ended December 31,
	2011	2012		2013
	Amount	Amount	% Change	Amount	% Change
	(in thousands of pesos, except percentages)
Revenues:
Aeronautical services	1,870,177	2,130,663	13.9%	2,268,869	6.5%
Non-aeronautical services	588,671	688,957	17.0%	796,501	15.6%
Construction services	330,863	321,718	(2.8%)	352,688	9.6%

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Total revenues	2,789,711	3,141,338	12.6%	3,418,058	8.8%
Operating costs:
Cost of services	603,900	656,217	8.7%	725,329	10.5%
Major maintenance provision	165,683	164,208	(0.9%)	263,167	60.3%
Construction costs	330,863	321,718	(2.8%)	352,688	9.6%
Administrative expenses	434,531	457,749	5.3%	501,233	9.5%
Concession taxes	115,979	137,028	18.1%	148,159	8.1%
Technical assistance fees	55,150	67,365	22.1%	66,643	(1.1%)
Depreciation and amortization	165,088	186,803	13.2%	201,226	7.7%
Other income (expense)	(751)	(9,924)	(1,221.4%)	(49,782)	401.6%
Total operating costs	1,870,443	1,981,164	5.9%	2,208,663	11.5%
Income from operations	919,268	1,160,174	26.2%	1,209,395	4.2%
Interest income (expense), net	(82,352)	(76,082)	(7.6%)	(136,709)	79.7%
Exchange gain (loss), net	(38,766)	23,168	(159.8%)	(6,198)	(126.8%)
Income before income taxes	798,150	1,107,260	38.7%	1,066,488	(3.7%)
Income taxes	182,070	288,172	(58.3%)	(134,876)	(146.8%)
Consolidated net income	616,080	819,088	33.0%	1,201,364	46.7%
Other operating data:
Operating margin(1)	33.0%	36.9%		35.4%
Net margin(2)	22.1%	26.1%		35.1%

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

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

Results of Operations for the Year Ended December 31, 2013, Compared to the Year Ended December 31, 2012.

Consolidated Revenues

Total revenues for 2013 were Ps. 3,418,058 thousand, 8.8% higher than the Ps. 3,141,338 thousand recorded in 2012, primarily as a result of an increase in both aeronautical and non-aeronautical revenues.  The sum of aeronautical and non-aeronautical revenues in 2013 increased by 8.7% as compared to 2012.

Aeronautical revenues increased by 6.5% to Ps. 2,268,869 thousand in 2013, as compared to Ps. 2,130,663 thousand in 2012, due primarily to an increase in revenues from passenger charges from Ps. 1,751,870 thousand in 2012 to Ps. 1,853,854 thousand in 2013.  This increase in passenger charges was attributable to a 5.5% increase in passenger traffic from 12.5 million in 2012 to 13.3 million in 2013.  Aeronautical revenues per workload unit in 2013 were Ps. 160.4 compared to Ps. 157.9 in 2012, an increase of 1.6%.

Non-aeronautical revenues increased by 15.6% from Ps. 688,957 thousand in 2012 to Ps. 796,501 thousand in 2013, due primarily to revenues from our checked baggage-screening service, which increased by 149.3% to Ps. 64,375 thousand in 2013 from Ps. 25,820 thousand in 2012, as well as revenues from hotel services, which increased by 11.4% to Ps. 176,510 thousand in 2013 from Ps. 158,477 thousand in 2012, OMA Carga operations, which increased by 37.6% to Ps. 42,894 thousand in 2013 from Ps. 31,184 thousand in 2012, car rental services, which increased by 22.2% to Ps. 45,635 thousand in 2013 from Ps. 37,355 thousand in 2012 and food and beverage services, which increased by 13.3% to Ps. 46,472 thousand in 2013 from Ps. 41,005 thousand in 2012.  Non-aeronautical revenues per

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terminal passenger increased by 9.5%, from Ps. 54.7 in 2012 to Ps. 59.9 in 2013, due primarily to the development and implementation of commercial and diversification initiatives.

Revenues from construction services in 2013 were Ps. 352,688 thousand, an increase of 9.6% from Ps. 321,718 thousand recognized in 2012, as a result of an increase in investments in improvements of concession assets.

Revenues by Segment

On an airport-by-airport basis, the principal contributors to revenues in 2013 were the Monterrey airport (Ps. 1,046,621 thousand), the Culiacán airport (Ps. 211,588 thousand), the Chihuahua airport (Ps. 148,028 thousand), the Mazatlán airport (Ps. 136,063 thousand), the Ciudad Juárez airport (Ps. 112,707 thousand) and the Acapulco airport (Ps. 108,420 thousand).

Metropolitan Destination

At the Monterrey airport, aeronautical revenues increased by 5.7% from Ps. 989,976 thousand in 2012 to Ps. 1,046,621 thousand in 2013, due primarily to a 5.1% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 9.8% from Ps. 292,169 thousand in 2012 to Ps. 320,774 thousand in 2013, due primarily to a 38.5% increase in revenues from OMA Carga, which resulted principally from an increase in ground transportation volumes and a special project that processed additional air cargo in customs areas, a 166.6% increase in revenues from real estate services, which resulted from increase of revenues from leasing space in the strip mall and gas station, a 21.1% increase in revenues from car rentals; a 10.9% increase in revenues from food and beverage services and a 3.1% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 6.6% from Ps. 1,282,145 thousand in 2012 to Ps. 1,367,395 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.9% from Ps. 195.1 in 2012 to Ps. 198.8 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

Tourist Destinations

At the Acapulco airport, aeronautical revenues increased by 9.0% from Ps. 99,498 thousand in 2012 to Ps. 108,420 thousand in 2013, due primarily to a 12.8% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 8.2% from Ps. 18,725 thousand in 2012 to Ps. 20,266 thousand in 2013, due primarily to a 118.8% increase in revenues from telecommunication services, which resulted from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 23.4% increase in revenues from retail operations and a 29.2% increase in revenues from car rentals resulting from an increase in car rental sites in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 8.9% from Ps. 118,223 thousand in 2012 to Ps. 128,686 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 3.4% from Ps. 214.9 in 2012 to Ps. 207.5 in 2013, principally due to an increase in workload units.

At the Mazatlán airport, aeronautical revenues increased by 11.5% from Ps. 122,061 thousand in 2012 to Ps. 136,063 thousand in 2013, due primarily to a 9.2% increase in terminal passenger traffic.  Non-aeronautical revenues decreased by 0.5% from Ps. 34,900 thousand in 2012 to Ps. 34,719 thousand in 2013, due primarily to a 13.5% decrease in advertising, which resulted in a decrease in government advertising spending, a 6.6% decrease in time-share and hotel promotion revenues due to a special agreement, starting in May 2012, with providers of this service who paid to lease space based on revenues and now pay to lease space based on passenger traffic and a decrease of parking services by 3.7%.  The sum of aeronautical and non-aeronautical revenues increased by 8.8% from Ps. 156,961 thousand in 2012 to Ps. 170,782 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload

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unit decreased by 0.2% from Ps. 230.9 in 2012 to Ps. 230.4 in 2013, principally due to an increase in workload units.

At the Zihuatanejo airport, aeronautical revenues increased by 1.8% from Ps. 89,602 thousand in 2012 to Ps.  91,203 thousand in 2013, due primarily to a 0.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 2.5% from Ps. 17,401 thousand in 2012 to Ps. 17,843 thousand in 2013, due primarily to a 34.3% increase in car rentals resulting from an increase in car rental sites in the airport and a 112.3% increase in revenues from telecommunication services, which resulted from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 1.9% from Ps. 107,003 thousand in 2012 to Ps. 109,047 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.5% from Ps. 232.6 in 2012 to Ps. 236.1 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

Regional Destinations

At the Chihuahua airport, aeronautical revenues increased by 6.4% from Ps. 139,127 thousand in 2012 to Ps. 148,028 thousand in 2013, due primarily to a 3.6% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 11.7% from Ps. 27,259 thousand in 2012 to Ps. 30,461 thousand in 2013, due primarily to a 63.1% increase in revenues from car rentals as a result of the increase in car rental sites in the airport as well as an initial opening fee paid by the car rental companies, a 23.1% increase revenues in retail operations, a 130.6% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 23.8% increase in revenues from OMA Carga and a 9.5% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues increased by 7.3% from Ps. 166,386 thousand in 2012 to Ps. 178,489 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.1% from Ps. 184.3 in 2012 to Ps. 190.0 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

At the Culiacán airport, aeronautical revenues increased by 8.9% from Ps. 194,285 thousand in 2012 to Ps. 211,588 thousand in 2013, due primarily to a 7.2% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 22.2% from Ps. 26,605 thousand in 2012 to Ps. 32,504 thousand in 2013, due primarily to a 60.1% increase in revenues from food and beverage services as a result of an increase in passenger traffic and spaces leased and a 46.5% increase in revenues from retail operations as a result of the opening of new stores.  The sum of aeronautical and non-aeronautical revenues increased by 10.5% from Ps. 220,890 thousand in 2012 to Ps. 244,092 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.5% from Ps. 183.3 in 2012 to Ps. 189.7 in 2013, principally due to an increase in the sum of aeronautical and non-aeronautical revenues.

At the Durango airport, aeronautical revenues decreased by 1.6% from Ps. 45,051 thousand in 2012 to Ps. 44,341 thousand in 2013, due primarily to a 2.5% decrease in terminal passenger traffic.  Non-aeronautical revenues increased by 6.3% from Ps. 6,723 thousand in 2012 to Ps. 7,144 thousand in 2013, due primarily to a 146.5% increase in revenues resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, and a 13.7% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues decreased by 0.6% from Ps. 51,774 thousand in 2012 to Ps. 51,485 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.0% from Ps. 212.1 in 2012 to Ps. 216.3 in 2013, principally due to a decrease in aeronautical revenues resulting from a decrease in terminal passenger traffic.

At the San Luis Potosí airport, aeronautical revenues increased by 3.6% from Ps. 63,281 thousand in 2012 to Ps. 65,573 thousand in 2013, due primarily to a 4.6% increase in passenger charges that offset the decrease in terminal traffic.  Non-aeronautical revenues increased by 5.1% from Ps. 13,836 thousand

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in 2012 to Ps. 14,541 thousand in 2013, due primarily to a 154.9% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 88.1% increase in revenues from food and beverage services and a 3.7% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues increased by 3.9% from Ps. 77,117 thousand in 2012 to Ps. 80,114 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.8% from Ps. 139.6 in 2012 to Ps. 157.6 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues and a decrease in workload units.

At the Tampico airport, aeronautical revenues increased by 2.9% from Ps. 105,275 thousand in 2012 to Ps. 108,330 thousand in 2013, due primarily to a 2.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 3.8% from Ps. 14,938 thousand in 2012 to Ps. 15,504 thousand in 2013, due primarily to a 84.4% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 15.9% increase in revenues from food and beverage services, a 10.2% increase in revenues from the leasing of space and a 5.0% increase in revenues from car rentals.  The sum of aeronautical and non-aeronautical revenues increased by 3.0% from Ps. 120,213 thousand in 2012 to Ps. 123,834 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.0% from Ps. 200.2 in 2012 to Ps. 202.3 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

At the Torreón airport, aeronautical revenues increased by 13.0% from Ps. 77,305 thousand in 2012 to Ps. 87,321 thousand in 2013, due primarily to a 12.6% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 6.4% from Ps. 13,259 thousand in 2012 to Ps. 14,114 thousand in 2013, due primarily to a 113.5% increase in revenues from telecommunication services, resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport and a 68.0% increase in revenues from food and beverage services as a result of the opening of a new restaurant.  The sum of aeronautical and non-aeronautical revenues increased by 12.0% from Ps. 90,564 thousand in 2012 to Ps. 101,435 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit remained at the 2012 amount of Ps. 214.7.

At the Zacatecas airport, aeronautical revenues increased by 0.2% from Ps. 51,177 thousand in 2012 to Ps.51,282 thousand in 2013, due primarily to an increase in terminal passenger charges despite a 2.1% decrease in domestic passenger traffic.  Non-aeronautical revenues increased by 6.3% from Ps. 6,713 thousand in 2012 to Ps. 7,139 thousand in 2013, due primarily to a 149.7% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport and a 172.8% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 3.1% from Ps. 217.9 in 2012 to Ps. 224.7 in 2013, principally due to an increase in revenues from passenger charges.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues increased by 2.0% from Ps. 110,444 thousand in 2012 to Ps. 112,707 thousand in 2013, due primarily to a 4.6% increase in passenger charges.  Non-aeronautical revenues increased by 9.2% from Ps. 20,563 thousand in 2012 to Ps. 22.460 thousand in 2013, due primarily to a 58.4% increase in revenues from car rentals as a result of the increase in car rental sites in the airport as well as an initial opening fee paid by the car rental companies and a 111.4% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 3.2% from Ps. 131,007 thousand in 2012 to Ps. 135,167 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per

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workload unit increased by 3.0% from Ps. 179.3 in 2012 to Ps. 184.7 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

At the Reynosa airport, aeronautical revenues increased by 30.2% from Ps. 53,719 thousand in 2012 to Ps. 69,919 thousand in 2013, due primarily to a 29.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.7% from Ps. 8,143 thousand in 2012 to Ps. 9,425 thousand in 2013, due primarily to a 21.1% increase in car parking revenues resulting from an increase in terminal passenger traffic, a 111.5% increase in telecommunication resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 54.8% increase in revenues from food and beverage services as a result of the opening of a new restaurant.  The sum of aeronautical and non-aeronautical revenues increased by 28.3% from Ps. 61,862 thousand in 2012 to Ps. 79,344 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 0.5% from Ps. 201.0 in 2012 to Ps. 200.1 in 2013, principally due to an increase in workload units.

Hotel

At our hotel, total revenues increased by 11.4% from Ps. 158,477 thousand in 2012 to Ps. 176,510 thousand in 2013, due primarily to an increase in the annual average rate per room from Ps. 1,478 in 2012 to Ps. 1,619 in 2013 and an increase in the annual average occupancy rate from 79.3% in 2012 to 82.5 % in 2013.

Operating Results

Cost of Services

Our cost of services increased by 10.5% from Ps. 656,217 thousand in 2012 to Ps. 725,329 thousand in 2013, mainly as a result of an increase in the costs of maintenance of baggage-screening equipment and employee costs due to an increase in the number of employees, the provision of variable employee compensation and inflation adjustments.  As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services increased from 23.3% in 2012 to 23.7% in 2013, mainly reflecting an increase in maintenance and employee costs.

Maintenance provision

The cost of maintenance provision increased from Ps. 164,208 thousand in 2012 to Ps. 263,167 thousand in 2013.  We are required to perform major maintenance activities to our airports as established by our concession provided by the Mexican government.  The estimated major maintenance costs are based on our master development programs, which are reviewed and updated every five years.  The contractual obligations to maintain and restore the infrastructure of our airports is recognized as a provision in our consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period.  When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation.  Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost.  After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.  Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.  In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date.  The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and

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charged or credited as an operating item within our consolidated statements of income and other comprehensive income.

Every quarter, the maintenance provision is revised to update the amount that has been provided for in order to keep the provision as current as possible.  The provision could increase or decrease as a result of certain events, such as, on the one hand, a contingency in an airport that requires immediate major maintenance, other maintenance that has been delayed or, on the other hand, an asset that does not need maintenance, in which case resources can be better used for other activities.

Administrative Expenses

Our administrative expenses increased by 9.5% from Ps. 457,749 thousand in 2012 to Ps. 501,233 thousand in 2013, due primarily to an increase in employee expenses as a result of an additional number of employees hired in 2013 and inflationary increases in wages.

Technical Assistance Fee and Concession Tax

Our technical assistance fee, which is paid in U.S. dollars, decreased by 1.1% from Ps. 67,365 thousand in 2012 to Ps. 66,643 thousand in 2013, reflecting the appreciation of the Mexican peso in relation to the U.S. dollar in 2013.  Our concession tax increased by 8.1% from Ps. 137,028 thousand in 2012 to Ps. 148,159 thousand in 2013 as a result of an increase in revenues in 2013.

Depreciation and Amortization

Our 7.7% increase in depreciation and amortization, from Ps. 186,803 thousand in 2012 to Ps. 201,226 thousand in 2013, was principally due to an increase in investment improvements to concession assets during 2013.

Income from Operations

On a consolidated basis, our operating income increased by 4.2% from Ps. 1,160,174 thousand in 2012 to Ps. 1,209,395 thousand during 2013, due primarily to an increase in total revenues.  Our operating margin decreased from 36.9% in 2012 to 35.4% in 2013 and, considering only the sum of our aeronautical and non-aeronautical revenues, from 41.1% in 2012 to 39.5% in 2013.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “—Operating Results—Solidarity Fees.”  In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2013 were the Monterrey airport (Ps. 222,754 thousand), the Culiacán airport (Ps. 39,792 thousand), the Acapulco airport (Ps. 28,878 thousand), the Mazatlán airport (Ps. 28,585 thousand), the Chihuahua airport (Ps. 28,517 thousand) and the Zihuatanejo airport (Ps. 23,622 thousand).

Metropolitan Destination

Operating income for the Monterrey airport increased from Ps. 206,142 thousand in 2012 to Ps. 222,754 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset an increase in operating costs.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 723,974 thousand in 2012 to Ps. 771,663 thousand in 2013 due to higher aeronautical and non-aeronautical revenues, and a 6.4% increase in costs and administrative expenses from Ps. 230,395 thousand in 2012 to 245,215 thousand in 2013 as a result of an increase in the

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maintenance cost from Ps. 24,388 thousand in 2012 to Ps. 35,700 thousand in 2013 and an increase in concession tax from Ps.66,454 thousand in 2012 to Ps. 70,363 thousand in 2013

Tourist Destinations

Operating income for the Acapulco airport increased from Ps. 20,310 thousand in 2012 to Ps. 28,878 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in operating costs.  The increase in operating costs mainly reflected an increase in major maintenance provision from Ps. 10,288 thousand in 2012 to Ps. 17,499 thousand in 2013 due to increased maintenance requirements and the increase in solidarity fees from Ps. 22,996 thousand in 2012 to Ps. 24,688 thousand in 2013, due to increase in aeronautical and non-aeronautical revenues.  These increases in costs were partially offset by an overall decrease in costs and administrative expense from Ps. 50,720 thousand to Ps. 42,776 thousand, due principally to a gain from the sale of a parcel of land (for a net amount of Ps. 11,025 thousand) and the recognition of an insurance reimbursement for damages caused by Hurricane Manuel, which, in turn, offset an increase in cost of services due to damages recognized in relation to the Hurricane Manuel contingency.

Operating income for the Mazatlán airport increased from Ps. 25,130 thousand in 2012 to Ps. 28,585 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset an increase in operating costs.  The increase in operating costs mainly reflected an increase in major maintenance provision from Ps. 6,583 thousand in 2012 to Ps. 22,044 thousand in 2013 due to increased maintenance requirements.

Operating income for the Zihuatanejo airport increased from Ps. 16,154 thousand in 2012 to Ps. 23,622 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues and a decrease in certain operating costs.  The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps. 39,920 thousand in 2012 to Ps. 33,377 thousand in 2013 and a 12.2% decrease in costs and administrative expenses from Ps. 32,660 thousand in 2012 to Ps. 28,684 thousand in 2013.  The increase in operating income was also attributable to other income of Ps. 7,225 thousand compared to an expense of Ps. 1,314 thousand in 2012 due to the sale of fixed assets.

Regional Destinations

Operating income for the Chihuahua airport increased from Ps. 26,427 thousand in 2012 to Ps. 28,517 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected a 24.2% increase in costs and administrative expenses from Ps. 33,260 thousand in 2012 to Ps. 41,320 thousand in 2013, an increase in solidarity fees from Ps. 83,093 thousand in 2012 to Ps. 87,043 thousand in 2013 as a result of higher aeronautical and non-aeronautical revenues and a decrease in major maintenance from Ps. 14,423 thousand to Ps. 11,419 thousand.

Operating income for the Culiacán airport increased from Ps. 35,539 thousand in 2012 to Ps. 39,792 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues coupled with a decrease in solidarity fees.  Operating costs also reflected an increase in major maintenance provision from Ps. 7,561 thousand in 2012 to Ps. 31,523 thousand in 2013 due to an increase in maintenance requirements.

Operating income for the Durango airport decreased from Ps. 8,481 thousand in 2012 to Ps. 7,770 thousand in 2013, due primarily to a decrease in the sum of aeronautical and non-aeronautical revenues and an increase in operating costs.  The increase in operating costs mainly reflected a 13.0% increase in costs and administrative expenses from Ps. 16,392 thousand in 2012 to Ps. 18,530 thousand in 2013 as a result of an increase in maintenance from Ps. 2,458 thousand in 2012 to Ps. 4,079 thousand in 2013.

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Operating income for the San Luis Potosí airport increased from Ps. 12,447 thousand in 2012 to Ps. 12,834 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in increase in operating costs.  The increase in operating costs mainly reflected an increase in major maintenance provisions from Ps. 7,419 thousand in 2012 to Ps. 35,637 thousand in 2013 due to increased maintenance requirements.

Operating income for the Tampico airport increased from Ps. 19,068 thousand in 2012 to Ps. 21,896 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in major maintenance provision from Ps. 9,914 thousand in 2012 to Ps. 19,496 thousand in 2013 due to an increase in maintenance requirements, offset by a decrease in solidarity fees from Ps. 58,842 thousand to Ps. 48,419 thousand.

Operating income for the Torreón airport decreased from Ps. 15,283 thousand in 2012 to Ps. 12,624 thousand in 2013, due primarily to an increase in operating costs that offset the increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 31,018 thousand in 2012 to Ps. 36,839 thousand in 2013, an 18.1% increase in administrative expenses from Ps. 23,411 thousand in 2012 to Ps. 27,644 thousand in 2013 as a result of an increase in concession taxes from Ps 4,746 thousand in 2012 to Ps. 5,469 thousand in 2013, an increase in expenses for third-party studies we contracted to allow us to conduct our operations from Ps. 935 thousand in 2012 to Ps. 1,669 thousand in 2013, an increase in materials and supplies from Ps. 760 thousand in 2012 to Ps. 1,188 thousand in 2013 and other revenues from Ps. 8 thousand in 2012 to Ps. 870 thousand in 2013 and an increase in major maintenance provision from Ps. 13,919 thousand in 2012 to Ps. 17,060 thousand in 2013 due to increased maintenance requirements.

Operating income for the Zacatecas airport increased from Ps. 9,509 thousand in 2012 to Ps. 9,890 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in operating costs.  The increase in operating costs mainly reflected an increase in major maintenance provision from Ps. 5,929 thousand in 2012 to Ps. 7,099 thousand in 2013.

Border Destinations

Operating income for the Ciudad Juárez airport increased from Ps. 20,756 thousand in 2012 to Ps. 22,751 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in major maintenance provision from Ps. 12,701 thousand in 2012 to Ps. 17,275 thousand in 2013 as a result of an increase in maintenance requirements, offset by a decrease in solidarity fees from Ps. 54,289 thousand to Ps. 50,964 thousand.

Operating income for the Reynosa airport increased from Ps. 9,888 thousand in 2012 to Ps. 13,164 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset an increase in operating costs.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 25,299 thousand in 2012 to Ps. 32,417 thousand in 2013 as a result of higher aeronautical and non-aeronautical revenues, and an increase in major maintenance provision from Ps. 6,188 thousand in 2012 to Ps. 10,466 thousand in 2013 due to increased maintenance requirements.

Hotel

Operating income for our hotel increased from Ps. 39,218 thousand in 2012 to Ps. 52,490 thousand in 2013, due primarily to an increase in revenues due to higher occupancy rates and tariffs.

Exchange Gain (Loss)

We had a net exchange loss in 2013 of Ps. 6,198 thousand, as compared to a gain of Ps. 23,168 thousand in 2012, due primarily to the depreciation of the peso.  The exchange rate used to convert our

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dollar-denominated liabilities from pesos to U.S. dollars was Ps. 13.0652 to U.S.$ 1.00 as of December 31, 2013 and Ps. 12.86 to U.S.$ 1.00 as of December 31, 2012.

Net Interest Expense

Our net interest expense increased 79.7% from Ps. 76,082 thousand in 2012 to Ps. 136,709 thousand in 2013, due primarily to a 97.4% increase in long-term debt from Ps. 1,505,141 thousand in 2012 to Ps. 2,970,526 thousand in 2013. As of December 31, 2013, 43.1% of our long-term debt had a floating interest rate based on the 28-day (tasa de interés interbancaria de equilibrio, or “TIIE”).  During 2011, the 28-day TIIE consistently declined, from 4.8750% on January 1, 2011 to 4.7900% on December 30, 2011, with a yearly average of 4.8231%.  During 2012, the 28-day TIIE continued to decline until April, reaching 4.7175%, and it increased for the remainder of the year, closing at 4.8450% on December 31, 2012, with a yearly average of 4.7896%.  During 2013, the 28-day TIIE continued to decline, closing at 3.79% on December 31, 2013, with a yearly average of 3.97%.

Income Taxes

We recorded an income tax benefit of Ps. 134,876 thousand in 2013, as compared to an income tax expense of Ps. 288,172 thousand in 2012, principally as a result of a decrease in our net deferred income tax liability from Ps. 156,169 thousand in 2012 to a net deferred income tax asset of Ps. 247,938 thousand in 2013 as a result of the repeal of the Business Flat Tax and a new statutory tax rate in October 2013.  See “Item 5.  Operating and Financial Review and Prospects—Recent Developments—Tax Reform Effects.”  As a result of the repeal of the Business Flat Tax, we eliminated our deferred Business Flat Tax liability; and we were able to recognize an additional benefit for recoverable tax on assets, as the shift from Business Flat Tax payment to an Corporate Income Tax payment will result in our ability to recover a portion of tax on assets paid in prior years.

Our current income tax increased from Ps. 245,885 to Ps. 267,928 as a result of an increase in taxable income in 2013.

The decrease in our net deferred tax liability resulted principally from the repeal of the Business Flat Tax in October 2013.

Our effective tax rate was 26.0% in 2012 and (12.6%) in 2013.  The effective tax rates in 2013 and 2012 differed from the statutory rate of 30% principally as a result of the effect of the tax reform under which we eliminated existing deferred Business Flat Tax liabilities as well as recognized a deferred Corporate Income Tax asset for taxes on assets paid in prior years for which we now anticipate we will be able to recover such benefits.  Inflationary effects also impacted our effective tax rate, resulting in a lower effective tax rate.

Net Income and Comprehensive Income

Our net income increased by 46.7% from Ps. 819,088 thousand in 2012 to Ps. 1,201,364 thousand in 2013.  Comprehensive income increased by 47.9% from Ps. 811,165 thousand in 2012 to Ps. 1,199,356 thousand in 2013.  Earnings per share were Ps. 3.01, and earnings per ADS were Ps. 24.05.

Results of Operations for the Year Ended December 31, 2012, Compared to the Year Ended December 31, 2011.

Consolidated Revenues

Total revenues for 2012 were Ps. 3,141,338 thousand, 12.6% higher than the Ps. 2,789,711 thousand recorded in 2011, primarily as a result of an increase in both aeronautical and non-aeronautical

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revenues.  The sum of aeronautical and non-aeronautical revenues in 2012 increased by 14.7% as compared to 2011.

Aeronautical revenues increased by 13.9% to Ps. 2,130,663 thousand in 2012, as compared to Ps. 1,870,177 thousand in 2011, due primarily to an increase in revenues from passenger charges from Ps. 1,516,749 thousand in 2011 to Ps. 1,751,870 thousand in 2012.  This increase in passenger charges was attributable to a 7.0% increase in passenger traffic from 12.0 million in 2011 to 12.8 million in 2012.  Aeronautical revenues per workload unit in 2012 were Ps. 157.9 compared to Ps. 147.7 in 2011, an increase of 6.9%.

Non-aeronautical revenues increased by 17.0% from Ps. 588,671 thousand in 2011 to Ps. 688,957 thousand in 2012, due primarily to revenues from our checked baggage-screening service, which has been operating since March 1, 2012 and amounted to Ps. 25,820 thousand in 2012, as well as revenues from hotel services, which increased by 11.5% to Ps. 158,477 thousand in 2012 from Ps. 142,098 thousand in 2011, car parking services, which increased by 9.6% to Ps. 124,300 thousand in 2012 from Ps. 113,428 thousand in 2011, the leasing of space, which increased by 14.5% to Ps. 58,692 thousand in 2012 from Ps. 51,249 thousand in 2011, and advertising, which increased by 9.4% to Ps. 82,494 thousand in 2012 from Ps. 75,403 thousand in 2011.  Non-aeronautical revenues per terminal passenger increased by 9.4%, from Ps. 50.0 in 2011 to Ps. 54.7 in 2012, due primarily to the development and implementation of commercial and diversification initiatives.

Revenues from construction services in 2012 were Ps. 321,718 thousand, a decrease of 2.8% from Ps. 330,863 thousand recognized in 2011, as a result of a decrease in investments in improvements of concession assets.

Revenues by Segment

On an airport-by-airport basis, the principal contributors to revenues in 2012 were the Monterrey airport (Ps. 1,354,476 thousand), the Culiacán airport (Ps. 286,983 thousand), the Chihuahua airport (Ps. 193,040 thousand), the Mazatlán airport (Ps. 168,901 thousand), the Ciudad Juárez airport (Ps. 158,792 thousand) and the Acapulco airport (Ps. 137,888 thousand).

Metropolitan Destination

At the Monterrey airport, aeronautical revenues increased by 17.3% from Ps. 843,773 thousand in 2011 to Ps. 989,976 thousand in 2012, due primarily to a 9.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 16.5% from Ps. 250,719 thousand in 2011 to Ps. 292,169 thousand in 2012, due primarily to a 13.6% increase in car parking revenues, a 23.7% increase in revenues from cargo activities and a 23.4% increase in revenues from third-party food and beverage operations as a result of the opening of new restaurants.  The sum of aeronautical and non-aeronautical revenues increased by 17.1% from Ps. 1,094,492 thousand in 2011 to Ps. 1,282,145 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.8% from Ps. 180.9 in 2011 to Ps. 195.1 in 2012, principally due to an increase in revenues from passenger charges.

Tourist Destinations

At the Acapulco airport, aeronautical revenues decreased by 4.0% from Ps. 103,695 thousand in 2011 to Ps. 99,498 thousand in 2012, due primarily to an 8.3% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 14.8% from Ps. 21,986 thousand in 2011 to Ps. 18,725 thousand in 2012, due primarily to the decrease in terminal passenger traffic.  The sum of aeronautical and non-aeronautical revenues decreased by 5.9% from Ps. 125,681 thousand in 2011 to Ps. 118,223 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.7% from

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Ps. 209.3 in 2011 to Ps. 214.9 in 2012, principally due to a decrease in workload units and a decrease in revenues from passenger charges.

At the Mazatlán airport, aeronautical revenues decreased by 0.5% from Ps. 122,733 thousand in 2011 to Ps. 122,061 thousand in 2012, due primarily to a 7.3% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 4.2% from Ps. 36,440 thousand in 2011 to Ps. 34,900 thousand in 2012, due primarily to a 11.6% decrease in time share-related revenues as a result of the termination of lease agreements by certain time-share vendors.  The sum of aeronautical and non-aeronautical revenues decreased by 1.4% from Ps. 159,173 thousand in 2011 to Ps. 156,961 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.3% from Ps. 217.2 in 2011 to Ps. 230.9 in 2012, principally due to an increase in revenues from passenger charges despite the decrease in terminal passenger traffic and a decrease in workload units.

At the Zihuatanejo airport, aeronautical revenues increased by 15.5% from Ps. 77,611 thousand in 2011 to Ps. 89,602 thousand in 2012, due primarily to a 19.9% increase in passenger charges, despite a 4.7% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 0.8% from Ps. 17,537 thousand in 2011 to Ps. 17,401 thousand in 2012, due primarily to a 30.0% decrease in car rental revenues and an 18.1% decrease in food and beverage revenues, which were offset by a 661.4% increase in passenger services revenues as a result of improved and expanded passenger services and a 7.9% increase in advertising revenues.  The sum of aeronautical and non-aeronautical revenues increased by 12.5% from Ps. 95,148 thousand in 2011 to Ps. 107,003 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 17.9% from Ps. 197.3 in 2011 to Ps. 232.6 in 2012, principally due to an increase in revenues from passenger charges and a decrease in workload units.

Regional Destinations

At the Chihuahua airport, aeronautical revenues increased by 13.6% from Ps. 122,508 thousand in 2011 to Ps. 139,127 thousand in 2012, due primarily to a 9.3% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 9.4% from Ps. 24,910 thousand in 2011 to Ps. 27,259 thousand in 2012, due primarily to a 17.6% increase in revenues from the leasing of space, a 13.7% increase in advertising revenues as a result of an increase in alternative advertising, including car exhibitions, kiosks and wall advertising, and a 3.6% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 12.9% from Ps. 147,418 thousand in 2011 to Ps. 166,386 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.7% from Ps. 177.7 in 2011 to Ps. 184.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Culiacán airport, aeronautical revenues increased by 15.4% from Ps. 168,427 thousand in 2011 to Ps. 194,285 thousand in 2012, due primarily to a 9.1% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 12.7% from Ps. 23,614 thousand in 2011 to Ps. 26,605 thousand in 2012, due primarily to a 101.1% increase in revenues from the leasing of space, a 37.4% increase in car rental revenues as a result of the increase of car rental counters and a 7.6% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 15.0% from Ps. 192,041 thousand in 2011 to Ps. 220,890 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 5.7% from Ps. 173.4 in 2011 to Ps. 183.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Durango airport, aeronautical revenues increased by 17.4% from Ps. 38,390 thousand in 2011 to Ps. 45,051 thousand in 2012, due primarily to a 6.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 11.2% from Ps. 6,046 thousand in 2011 to Ps. 6,723 thousand in 2012, due primarily to a 78.5% increase in a revenues from the leasing of space and a 532.2% increase in communications revenues as a result of the installation of wireless internet technology for passenger use.  The sum of aeronautical and non-aeronautical revenues increased by 16.5% from Ps. 44,436 thousand in

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2011 to Ps. 51,774 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.2% from Ps. 194.3 in 2011 to Ps. 212.1 in 2012, principally due to an increase in revenues from passenger charges.

At the San Luis Potosí airport, aeronautical revenues increased by 22.1% from Ps. 51,845 thousand in 2011 to Ps. 63,281 thousand in 2012, due primarily to a 9.0% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.1% from Ps. 12,018 thousand in 2011 to Ps. 13,836 thousand in 2012, due primarily to a 20.4% increase in advertising revenues as a result of an increase in local advertising, a 23.0% increase in car rental revenues and a 8.5% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 20.8% from Ps. 63,863 thousand in 2011 to Ps. 77,117 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 14.2% from Ps. 122.3 in 2011 to Ps. 139.6 in 2012, principally due to an increase in revenues from passenger charges.

At the Tampico airport, aeronautical revenues increased by 13.3% from Ps. 92,958 thousand in 2011 to Ps. 105,275 thousand in 2012, due primarily to an 8.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 18.7% from Ps. 12,587 thousand in 2011 to Ps. 14,938 thousand in 2012, due primarily to a 25.8% increase in advertising revenues as a result of an increase in local advertising, a 15.6% increase in car rental revenues and a 45.9% increase in time-share-related revenues.  The sum of aeronautical and non-aeronautical revenues increased by 13.9% from Ps. 105,545 thousand in 2011 to Ps. 120,213 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.8% from Ps. 191.1 in 2011 to Ps. 200.2 in 2012, principally due to an increase in revenues from passenger charges.

At the Torreón airport, aeronautical revenues increased by 17.2% from Ps. 65,984 thousand in 2011 to Ps. 77,305 thousand in 2012, due primarily to a 10.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.6% from Ps. 11,471 thousand in 2011 to Ps. 13,259 thousand in 2012, due primarily to an increase in revenues from food and beverage services as a result of the opening of a new restaurant and a 15.1% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 16.9% from Ps. 77,455 thousand in 2011 to Ps. 90,564 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.1% from Ps. 202.3 in 2011 to Ps. 214.7 in 2012, principally due to an increase in revenues from passenger charges.

At the Zacatecas airport, aeronautical revenues increased by 14.5% from Ps. 44,698 thousand in 2011 to Ps. 51,177 thousand in 2012, due primarily to a 6.9% increase in terminal passenger traffic. Non-aeronautical revenues increased by 2.8% from Ps. 6,528 thousand in 2011 to Ps. 6,713 thousand in 2012, due primarily to a 304.3% increase in revenues from telecommunication services as a result of the installation of wireless internet technology for passenger use and a 9.9% increase advertising revenues as a result of an increase in local advertising.  The sum of aeronautical and non-aeronautical revenues increased by 13.0% from Ps. 51,226 thousand in 2011 to Ps. 57,890 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 6.6% from Ps. 204.4 in 2011 to Ps. 217.9 in 2012, principally due to an increase in revenues from passenger charges.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues increased by 8.9% from Ps. 101,423 thousand in 2011 to Ps. 110,444 thousand in 2012, due primarily to a 3.9% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 12.1% from Ps. 18,345 thousand in 2011 to Ps. 20,563 thousand in 2012, due primarily to a 5.4% increase in car parking revenues, a 19.0% increase in advertising revenues as a result of an increase in alternative advertising, including kiosk exhibitions, and a 363.9% increase in time-share-related revenues from time-share vendors to whom we rent space in our airports.

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The sum of aeronautical and non-aeronautical revenues increased by 9.4% from Ps. 119,768 thousand in 2011 to Ps. 131,007 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.8% from Ps. 171.1 in 2011 to Ps. 179.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Reynosa airport, aeronautical revenues increased by 48.7% from Ps. 36,132 thousand in 2011 to Ps. 53,719 thousand in 2012, due primarily to a 39.9% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 23.4% from Ps. 6,601 thousand in 2011 to Ps. 8,143 thousand in 2012, due primarily to a 23.2% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 44.8% from Ps. 42,733 thousand in 2011 to Ps. 61,862 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.5% from Ps. 194.2 in 2011 to Ps. 201.0 in 2012, principally due to an increase in revenues from passenger charges.

Hotel

At our hotel, total revenues increased by 11.5% from Ps. 142,098 thousand in 2011 to Ps. 158,477 thousand in 2012, due primarily to an increase in the annual average rate per room from Ps. 1,321 in 2011 to Ps. 1,478 in 2012, which more than offset the impact of a decrease in the annual average occupancy rate from 82.8% in 2011 to 79.3% in 2012.

Operating Results

Cost of Services

Our cost of services increased by 8.7% from Ps. 603,900 thousand in 2011 to Ps. 656,217 thousand in 2012, mainly as a result of increases in maintenance costs (from Ps. 72,325 thousand in 2011 to Ps. 91,817 thousand in 2012), security and insurance (from Ps. 100,594 thousand in 2011 to Ps. 133,580 thousand in 2012) and cost of services for the Terminal 2 NH Hotel (from Ps. 23,656 thousand in 2011 to Ps. 28,220 thousand in 2012).  As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services decreased from 24.7% in 2011 to 23.3% in 2012, mainly reflecting a decrease in allowance for doubtful accounts.

Administrative Expenses

Our administrative expenses increased by 5.3% from Ps.  434,531 thousand in 2011 to Ps. 457,749 thousand in 2012, due primarily to fees for studies conducted in anticipation of our ICAO certification, as well as studies conducted to evaluate diversification activities.

Technical Assistance Fee and Concession Tax

Our technical assistance fee increased by 22.1% from Ps. 55,150 thousand in 2011 to Ps. 67,365 thousand in 2012, reflecting an increase in profitability in 2012.  Our concession tax increased by 18.1% from Ps. 115,979 thousand in 2011 to Ps. 137,028 thousand in 2012, reflecting an increase in revenues in 2012.

Depreciation and Amortization

Our 13.2% increase in depreciation and amortization, from Ps. 165,088 thousand in 2011 to Ps. 186,803 thousand in 2012, was principally due to improvements to our concession assets.

Income from Operations

On a consolidated basis, our operating income increased by 26.2% from Ps. 919,268 thousand during 2011 to Ps. 1,160,174 thousand in 2012, due primarily to Ps. 360,772 thousand of additional

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aeronautical and non-aeronautical revenues.  Our operating margin increased from 33.0% in 2011 to 36.9% in 2012 and, considering only the sum of our aeronautical and non-aeronautical revenues, from 37.4% in 2011 to 41.2% in 2012.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “—Operating Results—Solidarity Fees.”  In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2012 were the Monterrey airport (Ps. 206,142 thousand), the Culiacán airport (Ps. 35,539 thousand), the Chihuahua airport (Ps. 26,427 thousand), the Mazatlán airport (Ps. 25,130 thousand), the Ciudad Juárez airport (Ps. 20,756 thousand) and the Acapulco airport (Ps. 20,310 thousand).

Metropolitan Destination

Operating income for the Monterrey airport increased from Ps. 108,933 thousand in 2011 to Ps. 206,142 thousand in 2012, due primarily to a 17.1% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 9.2% increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 29,365 thousand in 2011 to Ps. 55,770 thousand in 2012 due to increased maintenance requirements, a 5.6% increase in the airport’s solidarity fee as a result of the increase in revenues, an increase from Ps. 12,208 thousand to Ps. 17,635 thousand in administrative expenses, mainly as a result of an increase of Ps. 2,500 thousand in the provision for minor legal proceedings with commercial tenants relating to their lease agreements, a 21.3% increase in insurance costs and a 21.4% increase in concession fees paid because of the increase in revenues.

Tourist Destinations

Operating income for the Acapulco airport increased from Ps. (789 thousand) in 2011 to Ps. 20,310 thousand in 2012, due primarily to a 22.6% decrease in operating costs, which outpaced a 5.9% decrease in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 26,307 thousand in 2011 to Ps. 10,288 thousand in 2012 due to decreased maintenance requirements and a 43.7% decrease in the airport’s solidarity fee as a result of the decrease in revenues and a decrease in operating costs before the solidarity fee.

Operating income for the Mazatlán airport increased from Ps. 6,609 thousand in 2011 to Ps. 25,130 thousand in 2012, due primarily to a 13.6% decrease in operating costs, which outpaced a 1.4% decrease in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 20,224 thousand in 2011 to Ps. 6,583 thousand in 2012 due to decreased maintenance requirements and an 11.8% decrease in the airport’s solidarity fee as a result of the decrease in revenues.

Operating income for the Zihuatanejo airport decreased from Ps. 26,139 thousand in 2011 to Ps. 16,154 thousand in 2012, due primarily to a 30.4% increase in operating costs, which outpaced a 12.5% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (9,270 thousand) in 2011 to Ps. 6,360 thousand in 2012 due to increased maintenance requirements.

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Regional Destinations

Operating income for the Chihuahua airport increased from Ps. 8,444 thousand in 2011 to Ps. 26,427 thousand in 2012, due primarily to a 12.9% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 0.7% increase in operating costs.  The increase in operating costs mainly reflected a 16.6% increase in administrative expenses as a result of a 24.2% increase in insurance costs and a 20.8% increase in concession fees paid because of the increase in revenues, which more than offset a 5.5% decrease in the airport’s solidarity fee as a result of an increase in operating costs before the solidarity fee.

Operating income for the Culiacán airport increased from Ps. (8,208 thousand) in 2011 to Ps. 35,539 thousand in 2012, due primarily to a 7.4% decrease in operating costs and a 15.0% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 44,969 thousand in 2011 to Ps. 7,561 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Durango airport increased from Ps. (1,218 thousand) in 2011 to Ps. 8,481 thousand in 2012, due primarily to a 5.2% decrease in operating costs and a 16.5% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 11,353 thousand in 2011 to Ps. 7,152 thousand in 2012 due to decreased maintenance requirements.

Operating income for the San Luis Potosí airport increased from Ps. (2,373 thousand) in 2011 to Ps. 12,447 thousand in 2012, due primarily to a 20.8% increase in the sum of aeronautical and non-aeronautical revenues and a 2.4% decrease in operating costs.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 24,256 thousand in 2011 to Ps. 7,419 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Tampico airport increased from Ps. (213 thousand) in 2011 to Ps. 19,068 thousand in 2012, due primarily to a 4.4% decrease in operating costs and a 13.9% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 25,829 thousand in 2011 to Ps. 9,914 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Torreón airport decreased from Ps. 33,775 thousand in 2011 to Ps. 15,283 thousand in 2012, due primarily to a 72.3% increase in operating costs, which outpaced a 16.9% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (18,536 thousand) in 2011 to Ps. 13,919 thousand in 2012 due to increased maintenance requirements.

Operating income for the Zacatecas airport decreased from Ps. 24,822 thousand in 2011 to Ps. 9,509 thousand in 2012, due primarily to an 83.2% increase in operating costs, which outpaced a 13.0% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (12,243 thousand) in 2011 to Ps. 5,929 thousand in 2012 due to increased maintenance requirements.

Border Destinations

Operating income for the Ciudad Juárez airport decreased from Ps. 34,634 thousand in 2011 to Ps. 20,756 thousand in 2012, due primarily to a 29.5% increase in operating costs, which outpaced a 9.4% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (4,736 thousand) in 2011 to Ps. 12,701

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thousand in 2012 due to increased maintenance requirements and an 18.5% increase in administrative expenses due to higher maintenance charges related mainly to maintenance of the terminal building.

Operating income for the Reynosa airport increased from Ps. 573 thousand in 2011 to Ps. 9,888 thousand in 2012, due primarily to a 44.8% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 23.3% increase in operating costs.  The increase in operating costs mainly reflected a 62.2% increase in the airport’s solidarity fee as a result of the increase in revenues and a decrease in operating costs before the solidarity fee.

Hotel

Operating income for our hotel increased from Ps. 32,571 thousand in 2011 to Ps. 39,218 thousand in 2012, due primarily to a 11.5% increase in revenues due to a higher average rate per room.

Exchange Gain (Loss)

We had a net exchange gain in 2012 of Ps. 23,168 thousand, as compared to a loss of Ps. 38,766 thousand in 2011, due primarily to the appreciation of the peso and despite a 38.0% increase in dollar-denominated liabilities.  The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps. 12.86 to U.S.$ 1.00 as of December 31, 2012 and Ps. 13.99 to U.S.$ 1.00 as of December 31, 2011.

Net Interest Expense

Our net interest expense decreased 7.6% from Ps. 82,352 thousand in 2011 to Ps. 76,082 thousand in 2012, due primarily to a 1.2% decrease in long-term debt from Ps. 1,528,895 thousand in 2011 to Ps. 1,505,141 thousand in 2012 and lower interest rates during 2012 compared to 2011.  84.2% of our long-term debt has a floating interest rate based on 28-day TIIE.  During 2011, the 28-day TIIE consistently declined, from 4.8750% on January 1, 2011 to 4.7900% on December 30, 2011, with a yearly average of 4.8231%.  During 2012, the 28-day TIIE continued to decline until April, reaching 4.7175%, and it increased for the remainder of the year, closing at 4.8450% on December 31, 2012, with a yearly average of 4.7896%.

Income Taxes

We recorded an income tax expense of Ps. 288,172 thousand in 2012, as compared to Ps. 182,070 thousand in 2011, principally as a result of an increase in our deferred tax liability from Ps. 122,826 thousand in 2011 to Ps. 156,169 thousand in 2012, in addition to an increase in current Corporate Income Tax from Ps. 201,263 thousand in 2011 to Ps. 245,885 thousand in 2012 and an increase in current Business Flat Tax from Ps. 11,544 thousand in 2011 to Ps. 5,553 thousand in 2012.

The increase in current Corporate Income Tax from 2011 to 2012 resulted from an increase in taxable income in 2012.

The increase in our net deferred tax liability resulted principally from the decrease of tax loss carryforwards, a decrease in provisions and reserves that generate deductible temporary differences, which were offset by decreases in the investments in our intangible assets associated with our airport concessions, as well as fixed assets and an increase in Business Flat Tax credits from 2012 compared to 2011.

Our effective tax rate was 22.8% in 2011 and 26.03% in 2012.  The effective tax rates in 2012 and 2011 differed from the statutory rate of 30% as a result of permanent differences, mainly non-deductible expenses, and effects of inflation for tax purposes as well as changes in the value of tax loss

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carryforwards and projections associated with the tax regime to which we expect our individual airports to be subject in the future (Corporate Income Tax or Business Flat Tax).

Net Income

Our net income increased by 33.0% from Ps. 616,080 thousand in 2011 to Ps. 819,088 thousand in 2012.  Earnings per share were Ps. 2.0501, and earnings per ADS were Ps. 16.4010.

Liquidity and Capital Resources

Sources of Liquidity

Historically, we covered all of our liquidity needs, including our obligations under the master development programs, with cash flows generated by the operations of our subsidiaries and incurred no significant debt.  In the past five years, we have changed our strategy to financing our operations and have incorporated debt as a means to make strategic capital investments.  In the future, we hope to continue covering our liquidity needs with cash flows generated by the operations of our subsidiaries, with a reduction of costs and operational improvements to maximize profitability, and with the incurrence of additional debt to finance expenditures pursuant to our master development program obligations, other capital expenditures and working capital, to make our capital structure more efficient.  In our opinion, our working capital is sufficient for our present requirements.  For a discussion on our master development program obligations, see “Item 4.  Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Pursuant to our master development program, in 2014 and 2015, we anticipate investing Ps. 1,179,867 thousand and Ps. 372,112 thousand respectively as follows:

Committed Investments Under Master Development Programs by Category
for 2014 through 2015

	2014	2015
	(thousands of pesos)
Terminals	46,358	71,495
Runways and aprons	225,519	155,556
Machinery and equipment	287, 324	54,084
Baggage-screening system – investments	175,964	55,176
Security – investments	296,582	20,845
Other	148,120	14,956
Total	1,179,867	372,112

Cash Flows

Our treasury monitors cash flows on a daily, monthly and annual basis to plan and determine the management, sources and uses of resources, as well as to meet our capital and debt service obligations at all times, and to improve our working capital and capital structure.

As of December 31, 2011, 2012 and 2013, we had Ps. 523,634 thousand, Ps. 1,152,433 thousand and Ps. 1,534,006 thousand, respectively, of cash and cash equivalents, of which 3.6%, 9.6% and 1.5%, respectively, was denominated in U.S. dollars.  We invested these resources in financial instruments in accordance with our investment policy.

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In 2013, we generated Ps. 1,005,246 thousand in cash flows from operating activities of which Ps. 1,636,236 thousand was directly from operating activities and was offset mainly by Ps. 275,701 thousand of income tax paid, Ps. 228,849 thousand of major maintenance expenses and Ps. 133, 557 thousand of taxes and other liabilities payments. Our cash flow used in investing activities was Ps. 270,880 thousand, mainly with respect to investments in our concessions and our cash flow used in financing activities was Ps. 352,793 thousand, mainly for the distribution of Ps. 1,196,912 thousand in capital reimbursements and Ps. 1,485,538 thousand in payment of debt, offset by proceeds from long-term debt of Ps. 2,497,524 thousand.

In 2012, we generated Ps. 1,260,415 thousand in cash flows from operating activities of which Ps. 1,509,351 thousand was directly from operating activities and was offset mainly by Ps. 213,907 thousand of income tax paid and Ps. 201,970 thousand of major maintenance expenses.  Our cash flow used in investing activities was Ps. 393,884 thousand, and our cash flow used in financing activities was Ps. 237,730 thousand, mainly for the payment of Ps. 500,000 thousand in capital reimbursements and Ps. 198,344 thousand in dividends, as well as the payment of debt and interests from our outstanding debt.

In 2011, we generated Ps. 749,144 thousand in cash flows from operating activities of which Ps. 1,256,196 thousand was directly from operating activities and was offset mainly by Ps. 148,341 thousand of income tax paid and Ps. 316,922 thousand of major maintenance expenses.  Our cash flow used in investing activities was Ps. 454,475 thousand, and our cash flow used in financing activities was Ps. 83,873 thousand, mainly for payments of dividends totaling Ps. 399,076 thousand, payments of debt and the reacquisition of certain of our shares in an aggregate amount of Ps. 7,589 thousand.

Indebtedness

Short-Term Indebtedness

On March 21, 2013, we issued Ps. 100,000 thousand in 28-day peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market at a weighted discount rate of 4.17%.  The proceeds from this issuance are expected to be used for working capital and for general corporate purposes.  We expect to renew this short-term issuance after each maturity.  This issuance is part of a Ps. 200,000 thousand unsecured commercial paper program.  The program received ratings of mx A 1+ by Standard & Poor’s and F1+ (mex) by Fitch Ratings.

As of December 31, 2013, we had lines of credit available for short-term issuances totaling Ps. 1,150,000 thousand.

Long-Term Indebtedness

On March 26, 2013, we issued Ps. 1,500,000 thousand in 10-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2011.  Interest payments are made on a semiannual basis at a fixed annual interest rate of 6.47%.  The principal amount will be repaid at maturity on March 14, 2023.  In connection with the issuance of these notes, a pledge was established on the Acapulco, Ciudad Juárez, Culiacan, Chihuahua, Mazatlan, Monterrey, Tampico, Torréon and Zihuatanejo airports.  The net proceeds from the placement were used to prepay existing debt and are being used to fund committed investments under the master development programs for our 13 airports, as well as for strategic investments.  The notes received ratings of mxAA+ by Standard and Poor’s and AA+

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(mex) by Fitch Ratings.  The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2013 Indenture”) are described below.

Covenants

·We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

·We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for priorities established by the operation of law.

·In the event of a Change of Control (as defined in the 2013 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control.  We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase.

·We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or (iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

·We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2013 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

·We cannot incur nor permit our subsidiaries to incur any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

Events of Default

·If we stop paying interest within three business days following a payment date.

·If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 15 business days from the date on which any responsible officer had knowledge of such a situation.

·If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

·If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable

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resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

·If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$ 10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

·If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

·If any definitive judicial resolution is issued against us or our subsidiaries that, individually or together, with any other definitive judicial resolution exceeds the amount of U.S.$ 10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

·If we reject, question or dispute the validity or enforceability of the notes.

·If we do not begin or perform the repurchase offer when a Change of Control has occurred.

·If on the 30th day business day after the audited annual financial statements are available, the notes are not secured by guarantors that fulfill minimum requirements.

On July 15, 2011, we issued Ps. 1,300,000 thousand in 5-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities (Registro Nacional de Valores) and traded on the Mexican market.  The interest rate on the notes is the 28-day TIIE plus 70 basis points.  We used the net proceeds of the offering to prepay existing debt.  The balance of the net proceeds was used to fund committed investments under our master development program for our 13 airports, as well as to make strategic investments.  The principal covenants and the events of default under the indenture (the “2011 Indenture”) pursuant to which these notes were issued are described below.

Covenants

·We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

·We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for preferences established by the operation of law.

·In the event of a Change of Control (as defined in the 2011 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control.  We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase.

·We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or

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(iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

·We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2011 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

·We cannot incur, nor permit our subsidiaries to incur, any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

·We will not permit our subsidiaries to incur additional debt, except in the following cases:  (i) debt incurred between our subsidiaries, (ii) debt incurred by the subsidiaries to us, (iii) debt incurred or to be incurred under the credit contracts with UPS Capital Business Credit for a total amount equivalent to up to U.S.$ 23.0 million or the equivalent in another currency, (iv) debt incurred with third parties (other than that mentioned in the item (iii)) up to an amount of U.S.$ 2.0 million or its equivalent in another currency, (v) debt repaid and secured by a specific asset or project, where the creditor does not have any recourse against us or any subsidiary, (vi) debt incurred by subsidiaries, which at the moment incurred, does not guarantee the notes, and (vii) debt incurred by subsidiaries that on August 23, 2013 were not subsidiaries.

Events of Default

·If we stop paying interest within three business days following a payment date.

·If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect and said information is not corrected within 15 business days from the date on which any responsible officer had knowledge of said situation.

·If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

·If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries or if for any reason a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

·If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$ 10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

·If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

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·If any definitive judicial resolution is issued against us or our subsidiaries that individually or together with any other definitive judicial resolution exceeds the amount of U.S.$ 10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

·If we reject, question or dispute the validity or enforceability of the notes.

·If we do not begin or perform the repurchase offer when a Change of Control has occurred.

As of the date of this annual report, we were in compliance with these covenants, and no event of default had been triggered.

As of December 31, 2012, we, through seven of our airports, maintained lines of credit with UPS Capital Business Credit (guaranteed by Ex-Im Bank) for U.S.$ 20.4 million, pursuant to agreements dated October 15, 2010 and December 14, 2010, valid through December 21, 2021.  As of December 31, 2013, the balance of credit was U.S.$ 14.3 million.  These lines of credit are guaranteed by checked-baggage inspection equipment acquired by the airports.  The interest rate is three-month LIBOR plus 125 basis points.

On September 19, 2012, we entered into a contract for a line of credit with UPS Capital Business Credit (guaranteed by Ex-Im Bank) for U.S.$ 4.5 million valid through August 1, 2017.  As of December 31, 2013, the line of credit amounted to U.S.$ 2.0 million.  The line of credit is guaranteed by the Monterrey airport and the firefighting and checked-baggage inspection equipment acquired by the airports in 2011.  The interest rate is three-month LIBOR plus 95 basis points.

On April 11, 2014 we withdrew U.S.$ 3.1 million from a line of credit for rescue and firefighting equipment.  The line of credit is with UPS Capital Business Credit (guaranteed by Ex-Im Bank) and is valid through July 25, 2019.  The line of credit is guaranteed by the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest.  The interest rate is LIBOR plus 265 basis points.

Total Indebtedness

The following table sets forth our total indebtedness at the closing of each of the periods indicated:

As of December 31,	Indebtedness
	(in thousands of pesos)
2011	Ps.	1,558,076
2012	2,088,209
2013	3,103,535

Derivative Financial Instruments

We entered into ISDA Master Agreements with Credit Suisse Group AG on November 14, 2013 and with HSBC México, S.A. de C.V., Institución de Banca Múltiple, on January 13, 2014 to execute operations with derivative financial instruments.  We have a Derivative Financial Instruments Policy, which states that these instruments must not be used as a means of speculation, but rather, to hedge risks to maintain financial costs at a desired level.

Other Restrictions

As of December 31, 2013, restrictions imposed by debt instruments did not have any impact our ability to fulfill our capital and cash obligations.

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Principal Treasury Policies

The operation of the treasury is based on various policies, with which we were in compliance as of December 31, 2013.  The most significant policies currently in effect are as follows:

Investments in Financial Instruments.  The Company shall invest its cash balance in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

·The Company shall invest in instruments with a minimum credit rating of MxAA (Mexico) from Standard & Poor’s or its equivalent from a recognized rating agency.

·The investment period shall never exceed 90 days.

·No more than 50% of consolidated cash shall be invested in a single financial institution.

·The financial institution with which the investment is made shall be recognized in the Mexican market and registered with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”) and shall have had positive earnings for the past three years and a minimum credit rating of MxA (Mexico) from Standard & Poor’s or its equivalent from a recognized rating agency.

Indebtedness.  The Company shall comply with any debt restrictions established in its debt agreements or in related parties debt agreements that include any restriction on the Company’s debt level.

Derivative Financial Instruments.  The Company may only invest in derivative financial instruments that are strictly for coverage, with the objective of setting maximum financial costs and established on a national value.  The derivative financial investments shall be tested for effectiveness, the type of coverage shall be designated, and calculations of the Value at Risk or its equivalent will be validated with a third party.  The counterparty shall have a minimum risk rating of MxAA (Mexico) or AA (International) from Standard & Poor’s or the equivalent risk rating from a recognized rating agency.

Related-Party Transactions.  Related-party transactions shall be entered into on market terms in accordance with the opinion of an external expert.  Related-party transactions that that exceed Ps. 1,500 thousand in a single transaction or Ps. 10,000 thousand in a series of transactions shall be authorized by the Board of Directors.

Loans Between Affiliates.  Loans between affiliates shall only be vertical (from the holding company to its subsidiaries and from a subsidiary to the holding company) and never horizontal (between subsidiaries).  Such loans shall be made at market rates and within the parameters established in annual price and transfer studies.

Payment to Service Providers.  Payment to service providers shall be made within 30 calendar days after the date of receipt of the bill; provided that there may be special cases in which this period is shortened or lengthened.

Share Repurchase.  The Company carries out repurchases of its shares in compliance with various policies, including, but not limited to:  (i) being up-to-date on payment of cumulative dividends for Series BB shares, (ii) being up-to-date on payment of obligations derived from debt instruments registered with the Mexican National Registry of Securities, (iii) purchasing shares at

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market price, except with regard to public offerings or auctions authorized by the CNBV and (iv) ensuring that there are no relevant events that have not been disclosed to the investing public.

Principal Uses of Capital

Resources

Our capital resources are mainly used to comply with the master development programs (which include capital expenditures, major maintenance and other expenditures) and to invest in other capital expenditures necessary to accommodate the growth of our business.

The following table details our actual expenditures made during 2011, 2012 and 2013 and their classification in our consolidated financial statements for such periods:

	Year Ended December 31,
	2011	2012	2013
	(in thousands of pesos)
Capital expenditures pursuant to master development programs	330,863	321,718	352,688
Other capital expenditures	54,169	70,412	91,783
Total capital expenditures	385,032	392,130	444,471
Reductions to major maintenance provision	316,922	201,970	228,849
Other expenditures pursuant to master development programs	38,562	6,908	4,139
Expenditures pursuant to master development programs and other capital expenditures(1)	740,516	601,008	677,458

(1)The amounts disclosed in this table refer to increases in our investments in capital assets and represent both actual cash expenditures and capital additions, which are included in our accounts payable as of the end of each period, as the cash required for the capital additions has not yet been expended.

In 2013, we spent Ps. 444,471 thousand on capital expenditures, principally for improvements related to our terminals, runways and aprons and machinery and equipment.  In 2012, we spent Ps. 392,130 thousand on capital expenditures, principally for improvements related to our terminals, machinery and equipment and runways and aprons.  In 2011, we spent Ps. 385,032 thousand on capital expenditures, principally for improvements related to our baggage-screening services and improvements to our terminals.

We currently intend to fund our commitments pursuant to the master development programs, other capital expenditures and working capital required by our business operations through cash flows generated from our operations and from current indebtedness and through the issuance of additional debt as deemed necessary by our management to comply with our obligations under the MDP.  For a discussion on our master development program obligations, see “Item 4.  Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

Share Repurchase Program

On April 27, 2007, our shareholders approved the initial creation of a reserve of Ps. 400,000 thousand for our repurchase of Series B shares.  On April 14, 2011, April 18, 2012 and April 16, 2013 our shareholders authorized the use of an amount of up to Ps. 400,000 thousand for the operation of our share repurchase program during the year approved and until the next annual shareholders’ meeting.

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Our share repurchase program started in October 2007.  The operation of our share repurchase program generates cash inflow and cash outflow depending on the nature of the transaction (buying or selling).  For the years ended December 31, 2011, 2012 and 2013, the share repurchase program generated a cash outflow of Ps. 7,589 thousand, a cash inflow of Ps. 7,227 thousand and a cash outflow of Ps. 24,608 thousand, respectively.  On December 31, 2011, 2012 and 2013, the number of repurchased shares in treasury amounted to 1,151,300, 872,473 and 1,440,783, respectively.  During 2013, we bought 568,310 shares and used Ps. 24,651 thousand of the authorized repurchase amount for this purpose.

On April 10, 2014, our shareholders authorized the use of an amount of up to Ps. 373,867 thousand for repurchases of Series B shares during the rest of 2014, and until our next annual shareholders’ meeting in 2015.

Critical Accounting Policies

We prepare consolidated financial statements in conformity with IFRS.  As such, we are required to make estimates, judgments and assumptions that affect (i) certain reported amounts of our assets and liabilities, (ii) the disclosure of our contingent assets and liabilities at the date of the financial statements, and (iii) certain reported amounts of revenues and expenses during the reporting period.  We base estimates and judgments on our historical experience and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities.  Our actual results may differ from these estimates under different assumptions or conditions.  We evaluate our estimates and judgments on an ongoing basis.  Our significant accounting policies are described in Note 4 to our consolidated financial statements.  We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

Deferred Income Taxes

Through December 31, 2013, we recognized the tax effects of both Corporate Income Tax and the Business Flat Tax by projecting the reversal date of their temporary differences and applying the tax rate expected to apply in each estimated period.  Based on financial projections made during the period in which we expected temporary differences to reverse at our individual subsidiaries, we calculated our deferred taxes in accordance with the tax we expected to pay in the future (either the Corporate Income Tax or the Business Flat Tax).  In December 2013, the Mexican government enacted tax reforms, which, among other things, included the elimination of the Business Flat Tax.  Accordingly, our deferred income taxes as of December 31, 2013 were prepared taking into account that we will only be obligated to pay the Corporate Income Tax.

Additionally, the Company’s subsidiaries have tax loss carryforwards available to be amortized in addition to other deferred income tax assets for which we assess their recoverability.  We determine the recoverability of those assets based on our projections of future taxable income, which includes investments made under the master development programs to which we are subject, as well as the maximum rates that we are able to charge, as established by the Mexican government.

Investments

When we make an investment in another entity, we perform an analysis of the nature of our investment in order to determine if we exercise control, thereby consolidating the investment, if we exercise significant influence or joint control, thereby accounting for the investment as an equity method investment, or if we should account for the investment in another manner.  Such analysis is made based on a variety of factors, including actual and potential voting rights, control or influence through other contractual agreements, and any additional facts and circumstances that indicate that we possess the ability to direct, or have significant influence, over the relevant activities of the investment.

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Contingencies

We are subject to transactions or contingent events over which professional judgment is exercised in developing estimates of probability of occurrence of probable outflows associated with adverse outcomes.  The factors considered in these estimates are the legal merits of the case, as substantiated by the opinion of our legal advisors.

Estimates

Allowance for Doubtful Accounts

In order to estimate doubtful accounts receivable, among other elements, we consider the credit risk derived from the customer’s financial position and any significant collection delays based on historical experience.

Useful Lives of Long-Lived Assets

Our long-lived assets correspond to concessions granted by the Mexican government, represented as an intangible asset, and property and equipment, represented as tangible assets. We review the estimated useful lives, residual values and depreciation and amortization methods of tangible and intangible long-lived assets at the end of each reporting period.  The level of uncertainty associated with estimates of useful lives is mainly related to changes in the market conditions in which the tangible and intangible assets are used, as a result of changes in demand, prices or traffic volumes.

Impairment in the Value of Long-Lived Assets

At the end of each reporting period, we review the carrying amounts of our tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss.  If there is any such indication, we calculate the recoverable amount of assets to determine the extent of the impairment loss (if any).  When it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash-generating unit to which the asset belongs.  When a reasonable and consistent distribution can be identified, corporate assets are also allocated to individual cash-generating units or are otherwise assigned to the smallest group of cash-generating units that can be identified based on reasonable and consistent distribution.  We believe that each airport individually cannot be considered a “cash-generating unit” because the bidding for our concession was made by the Mexican government as a 13-airport package, so concession holders are required to operate them regardless of the individual result.  Considering the foregoing, the evaluation of a likely impairment was made with consolidated figures.

The recoverable amount is the higher of (i) the fair value less the cost of selling the asset and (ii) the value in use.  In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate reflecting current market assessments of the value of money and the specific risks of the asset for which estimates of cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.  An impairment loss is recognized immediately in profit or loss.

The Company has not recorded an impairment loss for any periods presented in this Annual Report on Form 20-F.

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Maintenance Provisions

We have an obligation to perform major maintenance activities in our airports, per the terms of our concession agreements.  The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation.  Future disbursements are determined by considering the requirements of our master development programs.  The recognition of the maintenance provision affects the results of the periods in which the infrastructure under concession becomes available for use through the date on which the maintenance and/or repair work is performed.

Off-Balance Sheet Arrangements

Except for operating lease agreements and purchase obligations as disclosed in the contractual obligations table, we are not party to any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

	Payments Due by Period
	Total		Less than 1 Year(5)		1-3 Years		3-5 Years		More than 5 Years
	(in thousands of pesos)
Master development programs	Ps.	1,551,979	1,179,867		Ps.	372,112(6)	N/A(6)		N/A(6)
Purchase obligations(1)	65,301		44,971		20,330		N/A		N/A
Short-term debt	99,421		99,421		N/A		N/A		N/A
Long-term debt(2)	3,013,563		33,588		1,394,560		50,970		1,534,445
Interest(3)	1,107,114		163,291		424,250		202,987		316,587
Leases(4)	367,498		32,333		88,635		49,306		197,224
Total	Ps.	6,204,876	Ps.	1,553,471	Ps.	2,299,887	Ps.	303,263	Ps.	2,048,256

(1)Reflects minimum fixed annual payment to be paid under our Technical Assistance Agreement of U.S.$ 3.0 million updated to specific year using an annual U.S. inflation rate of 1.8%, as reported by the U.S. Department of Labor, Bureau of Labor Statistics for the period from June 2012 to June 2013, and assuming an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for operations with related parties in our consolidated financial statements.  The amount ultimately to be paid in any year will depend on our profitability.  The Technical Assistance Agreement will remain in effect until June 14, 2015, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

(2)Debt denominated in U.S. dollars was converted to pesos based on an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for liabilities in our consolidated financial statements.

(3)Interest projected based on forward interest rates (TIIE and LIBOR) and assuming an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for liabilities in our consolidated financial statements.

(4)In October 2008, we acquired 90% of the common stock of Consorcio Grupo Hotelero T2, S.A. de C.V.  This entity held a lease agreement with Mexico City International Airport to construct and operate a five-star hotel at Terminal 2 of Mexico City International Airport, establishing a leasing amount of the higher of Ps. 18.5 million per year or a royalty of 18% of total annual revenues.  Additionally, we executed a lease agreement with HSBC for our headquarters building with an annual payment of Ps. 0.5 million, adjusted every year according to the Mexican national consumer price index.

(5)Amounts for less than one year correspond to obligations for 2014.

(6)In 2010, the fifth year of our previous master development program, we negotiated new master development program commitments for the 2011–2015 period with the Ministry of Communications and Transportation.

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Item 6.Directors, Senior Management and Employees

Directors

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

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

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

On October 30, 2011, Salvador Alva Gómez, member of the Board of Directors, resigned as Independent Director because of his appointment as Rector of Sistema Tecnológico de Monterrey.  Salvador Alva Gómez served as a member of the Special Committee.  At the shareholders’ meeting held on April 18, 2012, Aaron Dychter Poltolarek was approved as an independent director of the Board of Directors.  Dr. Dychter served as interim independent director of the Board of Directors from January 24, 2012 until March 25, 2013.

At the shareholders’ meeting held on April 16, 2013, Fernando Flores Pérez, Aarón Dychter Polktolarek and Christina Gil White also resigned as Independent Directors, and Dr. José Luis Álvarez resigned as Chairman of our Board of Directors, though he continues serving as a Director.  At the same shareholders’ meeting, Diego Quintana Kawage was appointed as Chairman of our Board of Directors, and Elsa Beatriz García Bojorges, Ricardo Gutiérrez Muñoz and Carlos Guzmán Bofill were approved as Independent Directors of the Board of Directors.

At the shareholders’ meeting held on April 10, 2014, Laurent Galzy, who had been appointed by the SETA as interim director in substitution of Jacques Follain as of the date of the Board of Directors Meeting held on November 5, 2013, was ratified as a Director.  Jacques Follain was appointed the alternate Director for Mr. Galzy.

The following table lists the members of the Board of Directors effective on April 10, 2014, along with their titles, dates of appointment and ages:

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Name	Title	Director Since	Age
Diego Quintana Kawage*	Chairman and Director	April 14, 2011	43
Luis Guillermo Zazueta Domínguez	Independent Director	October 2, 2006	68
Alberto Felipe Mulás Alonso	Independent Director	October 2, 2006	53
Elsa Beatriz García Bojorges	Independent Director	April 16, 2013	48
Ricardo Gutiérrez Muñoz	Independent Director	April 16, 2013	37
Carlos Guzmán Bofill	Independent Director	April 16, 2013	53
José Luis Guerrero Álvarez	Director	December 21, 2005	70
Sergio Fernando Montaño León	Director	December 21, 2005	66
Luis Fernando Zárate Rocha	Director	September 22, 2000	70
Alonso Quintana Kawage*	Director	March 14, 2003	40
Laurent Galzy*	Director	November 5, 2013	56
Jacques Follain	Alternate Director	December 13, 2006	58

*      Appointed by SETA

Diego Quintana Kawage.  Mr. Diego Quintana Kawage has been a member of our Board of Directors since April 2011 and has acted as its Chairman since April 16, 2013.  He has also been a member of the board of directors of Empresas ICA since 2008 and is Empresas ICA’s representative for the industrial construction segment and responsible for the airports and housing segments for strategic alliances.  He joined Empresas ICA in 1995 and served as the General Director of ViveICA, S.A. de C.V., Empresas ICA’s homebuilding company, from 2004 to 2009 and as Finance Director of ViveICA, S.A. de C.V., from 2000 to 2003.  He holds an economics degree from the Universidad Anáhuac and has a Master’s of Science in management from Stanford University.

Luis Guillermo Zazueta Domínguez.  Mr. Luis Guillermo Zazueta Domínguez has been a member of our Board of Directors since October 2006.  In 1971, Mr. Zazueta founded Despacho Zazueta Hermanos, S.C., a professional accounting firm advising a wide range of clients on accounting and tax matters.  He is also on the board of directors of Altos Hornos de México, S.A.B. de C.V., Seguros Argos, S.A. de C.V., ANA Compañía de Seguros, S.A. de C.V., Prevem Seguros, S.A. de C.V., Almacenadora Gómez, S.A. de C.V., and Asecred Unión de Crédito, S.A. de C.V.  He is a member of the College of Certified Public Accountants and registered as a Fiscal Public Accountant at the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), the Mexican Social Security Institute, the Mexican Federal Institute for Workers’ Housing (Instituto del Fondo Nacional de la Vivienda para los Trabajadores, or “INFONAVIT”) and the Federal District.  Mr. Zazueta holds a degree in public accounting from the Universidad Iberoamericana.

Alberto Felipe Mulás Alonso.  Mr. Alberto Felipe Mulás Alonso has been a member of our Board of Directors since October 2006.  He currently serves as country head of Itaú BBA, a subsidiary of Itaú Unibanco (Brazil’s leading private financial group), responsible for developing the bank’s investment and corporate banking presence in Mexico. Prior to this, in 2003, he founded and then managed, through 2013, CReSCE Consultores, S.C., firm specialized in corporate finance, corporate governance and strategic planning.  In January 2001, President Vicente Fox appointed Mr. Mulás as Undersecretary of Housing at the Mexican Ministry of Social Development (Secretaría de Desarrollo Social) where he prepared the country’s new housing policy and created the National Housing Commission and became its first Commissioner and a member of the presidential cabinet.  Prior to 2001, Mr. Mulás’ investment banking career included: heading the Mexican operations of both Donaldson, Lufkin & Jenrette Securities Corp. (1999-2001) and Lehman Brothers Inc. (from 1992 to 1997).  He was also a vice-president at JP Morgan and an associate at Bankers Trust Company.  Mr. Mulás serves as an independent director on various boards, including: Red de Carreteras de Occidente (Mexico’s largest toll road operator), Consorcio Comex (the country’s largest paint manufacturer and retailer), Organización Ramirez (owner

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of Cinepolis, Latin America’s largest movie theater chain) and Farmacias del Ahorro (Mexico’s second largest pharmacy chain).  Mr. Mulás holds a degree in chemical engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Wharton School at the University of Pennsylvania.

Elsa Beatriz García Bojorges.  Ms. Elsa Beatriz García Bojorges, a certified public accountant, has been a member of our Board of Directors since April 2013.  She is a researcher and board member of the Mexican Financial Reporting Standards Board (Consejo Mexicano de Normas de Información Financiera, A.C. or “CINIF”), which is the accounting standard setting body in Mexico.  Ms. García is the president of our audit committee, as well as the president of the audit committee of Empresas ICA, the president of the audit committee, and a member of the corporate governance practices committee, of Red de Carreteras de Occidente, S.A.B. de C.V.  In 2010, 2011 and 2012, she participated on behalf of Mexico in the Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting hosted by the United Nations Conference on Trade and Development.  Previously, she worked as an independent financial consultant.  Previously, Ms. García was a partner in the accounting firm Bouzas, Reguera, Gonzalez y Asociados, S.C.  She is a lecturer at several universities, accounting associations and companies in Mexico and is a columnist for the Public Accountancy Journal.  She hold as an accounting degree with honors from the Universidad Nacional Autónoma de México, as well a diploma in financial engineering.  She has been certified by the Mexican Institute of Public Accountants (Instituto Mexicano de Contadores Públicos, or “IMCP”) since 1999.  In 2012, she received from the IMCP her certification as an accounting specialist.

Ricardo Gutiérrez Muñoz.  Mr. Ricardo Gutiérrez Muñoz has been a member of our Board of Directors since April 2013.  Mr. Gutiérrez has been the president of the executive committee of Mexichem, S.A.B. de C.V., since 2011, and while he was general director of Mexichem, he was responsible for managing 75 companies in the chemical and petrochemical sector in Mexico, the Americas, the United Kingdom, Japan and Taiwan.  Mr. Gutiérrez was previously general director and a member of the board of directors of Grupo Industrial Camesa; vice-president of corporate development of Empresas Lanzagorta; general director and member of the board of directors of Industrias Synkro and chief financial officer of Indetel/Alcatel.  Mr. Gutiérrez holds an accounting degree from the Instituto Politécnico Nacional (Escuela Superior de Comercio y Administración).  He also holds a Master’s degree in finance from the Universidad Lasalle.

Carlos Guzmán Bofill.  Mr. Carlos Guzmán Bofill has been a member of our Board of Directors since April 2013.  Mr. Guzmán was previously general director of ProMéxico from 2010 until 2012.  He also worked at Productos de Estireno, Grupo Alfa and Alfa División Acero.  In 1982, Mr. Guzmán Bofill started working at Hewlett Packard, where he served as treasury director for Latin America, director of development of Mexican Markets and vice-president of sales in Latin America for the personal computer and printer division.  He was also the general director of Hewlett Packard Mexico from 2000 to 2010.  Mr. Guzmán was national president of the Mexican Association of the Information Technology Industry (Asociación Mexicana de la Industria de las Tecnologías de la Información) and vice-president of the executive board of the Executive Council of Global Enterprises (Consejo Ejecutivo de Empresas Globales).  Mr. Guzmán holds a degree in chemical engineering from the Universidad Iberoamericana, a Master’s degree in chemical engineering from the Massachusetts Institute of Technology and a Master’s in Business Administration from Stanford University.

José Luis Guerrero Álvarez.  Dr. José Luis Guerrero Álvarez has been a member of our Board of Directors since December 2005 and acted as its Chairman from April 14, 2011 to April 16, 2013.  Dr. Guerrero was Chief Executive Officer of Empresas ICA from January 2007 to June 2012.  He was previously its Chief Financial Officer and Executive Vice President.  Between 1972 and 1979, he held positions as Planning Director of Combinado Industrial Sahagún, Technical Director of Roca Fosfórica Mexicana and Technical Planning and Development Sub-Manager at Lazaro Cardenas Las Truchas steel

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plant.  He also worked at Wichman Wimet, Conventry (United Kingdom), Fábricas Automex and Industria del Hierro.  In addition, Dr. Guerrero has been a member of the board of directors of Empresas ICA since 1990 and is an independent member of the board of directors and chairman of the Oversight Committee of the Mexican Stock Exchange, a member of the Board of Directors of Infrastructure Fund EXI and an independent member of Enova Endeavor.  He is also a former member of the board of directors of Banamex, among other companies.  Also, he has been a professor of Materials Science in the Engineering School of the Universidad Nacional Autónoma de México and a professor of finance at the IPADE.  Dr. Guerrero holds an engineering degree in Mechanical and Electrical Engineering from the UNAM, a diploma d’Ingénieur from the Institut Supérieur des Matériaux et de la Construction Méchanique of Paris, France, and both an M.S. and a Ph.D. in Engineering from the University of Illinois at Urbana-Champaign and has attended various executive courses at Harvard, Stanford, the University of Pennsylvania, the Instituto Tecnológico Autónomo de México (ITAM) and the Instituto Panamericano de Alta Dirección de Empresa (IPADE).

Sergio Fernando Montaño León.  Mr. Sergio F. Montaño León has been a member of our Board of Directors since December 2005.  Mr. Montaño was previously a member of the board of directors and Executive Vice President in charge of administration of Empresas ICA.  From 1972 until 2011, Mr. Montaño served in various capacities in the management and finance areas of several companies within the Empresas ICA group.  Previously, Mr. Montaño held various management positions with such Mexican companies as Trebol, S.A. de C.V., and Cervecería Cuauhtémoc Moctezuma, S.A. de C.V.  Mr. Montaño holds a degree in public accounting from the Universidad Nacional Autónoma de México, a Master’s degree in taxation from the Instituto para la Especialización de Ejecutivos and a Specialization in Insurance from the Instituto Tecnológico Autónomo de México.  Mr. Montaño has been a member of the Mexican Institute of  Public Accounting since 1985 and the Mexican Institute of Financial Executives since 1997.

Luis Fernando Zárate Rocha.  Mr. Luis Fernando Zárate Rocha has been a member of our Board of Directors since September 2000.  Mr. Zárate was previously a member of the board of directors and Executive Vice President in charge of overseeing civil construction of Empresas ICA.  He was affiliated with Empresas ICA for over 40 years, during which time he worked in business development as well in construction and infrastructure projects.  In 2012, Mr. Zárate was elected president of the Mexican Chamber of the Construction Industry for the period from 2012 to 2015 and was also elected in January 2012 president of the Mexican Energy Conservation Trust (Fideicomiso para el Ahorro de Energía Eléctrica).  Mr. Zárate holds a degree in civil engineering from the Universidad Nacional Autónoma de México, where he has been a professor of engineering since 1978.

Alonso Quintana Kawage.  Mr. Alonso Quintana Kawage has been a member of our Board of Directors since March 2003.  Mr. Quintana is also a member of the board of directors of Empresas ICA and has served as its Chief Executive Officer since July 1, 2012.  From January 2007 through June 2011, he was Empresas ICA’s Chief Financial Officer, where he led the efforts to secure financing for the most rapid growth in Empresas ICA’s history.  Since joining Empresas ICA in 1994, he has served the company in various capacities.  Mr. Quintana received a degree in civil engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Kellogg School of Management at Northwestern University.

Laurent Galzy.  Mr. Laurent Galzy is a graduate of HEC School of Management and Institut d’Etudes Politiques de Paris in France, and holds a Master’s Degree in Economics.  He also attended École Nationale d’Administration.  Since 1984, he has held several budget management positions, including at the Ministry of the Economy and Finance in France, in the areas of infrastructure, transport and local authority development.  In 1999, he became Deputy Director in charge of Industry, Transports and Research Subdivision at the Budget Directorate at the Ministry of the Economy and Finance.  Laurent Galzy was appointed Director of Management Control and Financial and Legal Affairs of Aéroports de

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Paris on February 1, 2002.  He became Chief Executive Officer of Aéroports de Paris Group, or the ADP Group, in 2003 and is executive director in charge of International and Subsidiaries since 2013. He is also a board member of TAV Airport Holdings, Schiphol Group and Société de Distribution Aéroportuaire, or SDA (a joint venture with Lagardère Group in the area of retail).  He has also been chairman of the board of Aéroports de Paris Management since November 2011.

Jacques Follain.  Mr. Jacques Follain has been an alternate member or member of our Board of Directors since December 2006 and is currently the alternate director for Mr. Galzy.  In April 2013, he was appointed as a member of our Board of Directors.  Mr. Follain is Managing Director of Aéroports de Paris Management.  Mr. Follain joined the ADP Group in 1998 and has played a key role in the development of ADP as an international airport operator in China, Mexico, Egypt, Jordan, Belgium, Mauritius, Croatia and Algeria.  Prior to joining ADP, Mr. Follain was an organizational consultant for Arthur Andersen Accenture for six years and then held several positions in L’Oréal starting in 1987, including heading its Mexico subsidiary, sales and marketing manager for Europe in the International Department and responsibility for setting up the management information systems of the professional division.  He is member of the Board of Directors of ADPI, ZAIC and MZLZ (Croatia), AIG (Jordan), ATOL (Mauritius) and Liège Airport (Belgium).  Mr. Follain is an aeronautical and telecommunications engineer, with degrees from the École Nationale Supérieure des Constructions Aéronautiques (Toulouse), the École Nationale Supérieure des Telecommunications (Paris) and a Master’s degree from Stanford University.

Executive Officers

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

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

Name	Current Position	Executive Officer Since(1)	Age
Porfirio González Álvarez	Chief Executive Officer	July 1, 2011	63
Stéphane Laurent Christian Lemoine(2)	Chief Operating Officer	July 19, 2010	52
José Luis Guerrero Cortés(2)	Chief Financial Officer	July 1, 2009	33
Alfredo Domínguez Sánchez	General Counsel	November 14, 2011	39
Roberto Ontiveros Chávez	Infrastructure and Maintenance Director	July 22, 2008	49
Stéphane Taysse(2)	Commercial and Marketing Director	December 1, 2009	41
Juan Manuel Jauregui Aguilar	Airports Director	November 14, 2011	59
Paloma Grediaga Kuri	Real Estate & New Business Director	August 2, 2011	43

(1)Date appointed.

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

Porfirio González Álvarez has served as our Airports Director since April 2006 before becoming on July 1, 2011, our Chief Executive Officer.  Previously, he served as:  Business Unit Manager, Assistant Director of Operations and Development and Manager of our Monterrey airport.  Prior to joining us he served in various capacities in the Mexican government and the State government of Nuevo León, including General Director of Tourism.  Mr. González holds a B.S. in civil engineering from the

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Universidad Autónoma de Nuevo León.  He has also completed various specialization courses in the areas of airports, safety and security, finance, management and human resources.

Stéphane Laurent Christian Lemoine has served as our Chief Operating Officer since July 2010.  Previously, Mr. Lemoine held various positions with Aéroports de Paris Group including Head of the Operations Department at Charles-de-Gaulle Airport, Group Controller and International Development Expert. Since 2005, Mr. Lemoine has been a member of the Board of Directors in the main subsidiaries of Aéroports de Paris Group, including ADPM, ADPI, ADPI Middle East (Libanus) and France Handling and Alyzia.  Prior to joining the ADP Group, Mr. Lemoine served as Corporate Manager at Sudameris Bank in Paris and Trade Advisor at the French Embassy in Australia.  Mr. Lemoine holds a Master’s in Business Administration from Paris Dauphine University and has completed additional studies in airport management at École Nationale d’Aviation Civile in Toulouse.

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

Alfredo Domínguez Sánchez has served as our Legal Manager since July 2004 before becoming on November 14, 2011, our General Counsel.  Prior to joining us, Mr. Domínguez was an associate at Thacher Proffitt & Wood, where he advised Mexican and foreign companies on all matters related to corporate commercial litigation, administrative and tax litigation, regulatory enforcement, corporate governance, special investigations, environmental litigation and trusts and estates.  Mr. Domínguez holds a law degree at the Universidad Autónoma de Chihuahua and an LL.M., magna cum laude, from Escuela de Graduados en Administración Pública y Política Pública (EGAP), Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).  He is a member of the Latin American Association of Aeronautical and Space Law.  Mr. Domínguez has been the alternate Secretary of the Board of Directors since November 2011.

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

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

Juan Manuel Jauregui Aguilar has served the Company since March 1999.  He has held the positions of Finance and Control Manager, Business Unit Manager, Project Leader for the construction and operation of Terminals B and C of the Monterrey airport, Airport Manager and Monterrey International Airport Technical Manager.  He has occupied the position of Airports Director since

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December 2011.  He holds a Bachelor’s degree in Administration from the Universidad Autónoma de México.  Previously, he worked for various companies, including GE Capital, Alliance Bank, Financial Group Cremi-Union, International Bank BITAL, Atlantic Bank, the National Banking Commission and Bancomer as an Independent Advisor occupying managerial and directorate positions.

Paloma Grediaga Kuri joined us in November 2010.  In August 2011, she was appointed as Real Estate and New Business Director.  Ms. Grediaga had a 17-year career at Empresas ICA, first in the area of finance as Head of Investor Relations and Corporate Treasurer.  Later she was responsible for the commercial development of middle-income housing developments at ICA Residencial, S.A. de C.V.  Mrs. Grediaga joined us to start the Real Estate & New Business project in our 13 airports.  She holds a B.A. in Economics from the Instituto Tecnológico Autónomo de México (ITAM), a Diploma in Corporate Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an Executive MBA/Master’s dual degree awarded by ITAM and the WP Carey School of Business at Arizona State University.

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

Compensation of Directors and Executive Officers

For 2013, the aggregate compensation earned by our 19 officers (including executive officers and airport administrators) was Ps. 64,984 thousand.

At the shareholders’ meeting held on April 16, 2013, the shareholders approved the following compensation for Directors and Executive Officers:  each of the chief executive officer, the chief financial officer, the general counsel and the permanent invitees and secretaries for each meeting of the Board of Directors or committee will receive compensation in the amount of Ps. 50,000, net of any required withholding for each meeting and committee meeting attended.  In addition, Independent Directors will receive a fee of Ps. 4,000, net of any required withholding for each hour they dedicate to our affairs entrusted to them by the Board of Directors outside of board meetings and corporate committee meetings.

At the shareholders’ meeting held on April 10, 2014, the shareholders approved the following compensation for Directors and Executive Officers:  each of the chief executive officer, the chief financial officer, the general counsel and the permanent invitees and secretaries for each meeting of the Board of Directors or committee will receive compensation in the amount of Ps. 50,000, net of any required withholding for each meeting and committee meeting attended.  In addition, Independent Directors will receive a fee of Ps. 4,000, net of any required withholding for each hour they dedicate to our affairs entrusted to them by the Board of Directors outside of board meetings and corporate committee meetings.

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

As of December 31, 2013, the amount set aside or accrued for all employees under our subsidiary Servicios Aero Especializados del Centro Norte, S.A. de C.V.’s retirement plan, was Ps. 8,780 thousand.  Other than for Servicios Aero Especializados del Centro Norte, S.A. de C.V., no amount has been set aside by us or our subsidiaries for pension, retirement or similar benefits.

Committees

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

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Considering the importance and breadth of the matters overseen by our Special Committee, at the recommendation of our Board of Directors, at our general shareholders’ meeting held on April 16, 2013, the establishment of two committees was approved:  an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee.  The committees will provide relevant support to the Board of Directors so that the Board of Directors may make necessary decisions.

At our general shareholders’ meeting held on April 16, 2013, Elsa Beatriz García Bojorges was elected as Chairman of our Audit Committee and Alberto Felipe Mulás Alonso was elected as Chairman of our Corporate Practices, Finance, Planning and Sustainability Committee.  At our general shareholders’ meeting held on April 10, 2014, Elsa Beatriz García Bojorges and Alberto Felipe Mulás Alonso were ratified as Chairpersons of our Audit Committee and our Corporate Practices, Finance, Planning and Sustainability Committee, respectively.  The current members of the Audit Committee are Elsa Beatriz García Bojorges, Luis Guillermo Zazueta Domínguez and Alberto Felipe Mulás Alonso.  Elsa Beatriz García Bojorges has been designated as an “audit committee financial expert” as defined by the SEC.  Alberto Felipe Mulás Alonso, Ricardo Gutiérrez Muñoz and Carlos Guzmán Bofill are the current members of the Corporate Practices, Finance, Planning and Sustainability Committee.

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

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

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

The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall present an annual report to our Board of Directors with respect to the findings of such Corporate Practices, Finance, Planning and Sustainability Committee, which must include the items mentioned in the “Financial and Planning Functions” section below.

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

Audit Committee

The Audit Committee, which is responsible for the Audit Functions and consists exclusively of Independent Directors, has the following responsibilities:  (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation

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of the reports containing the main accounting and information guidelines used for the preparation of the financial information and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.

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

Corporate Practices, Finance, Planning and Sustainability Committee

The Corporate Practices, Finance, Planning and Sustainability Committee, which is responsible for the Corporate Practices, Finance, Planning and Sustainability Functions, has the following responsibilities:  (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meetings; (iv) assisting the board in the preparation of annual reports and other reporting obligations; (v) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (vi) evaluating and opining on the investment and financing policies of the Company that the chief executive officer proposes; (vii) opining on the premises of the annual budget and the following of its application, such as its control system; (viii) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (ix) evaluating whether the investment and financing policies are consistent with the strategic plan of the Company; and (x) evaluating whether the financing projects are consistent with the strategic plan of the Company.

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

Employees

As of December 31, 2013, we had approximately 1,166 employees.  The total number of employees increased by 3.4% in 2013, due primarily to the addition of personnel to work teams to improve airport operations.  As of December 31, 2013, approximately 56.1% of our employees were unionized.

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

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	As of December 31,
	2011	2012	2013
Categories of activity:
Airport operations	549	549	560
Airport maintenance	161	165	170
Administration	301	307	324
Hotel services(1)	103	107	112
Geographic location:
Acapulco	89	81	83
Ciudad Juárez	52	53	56
Culiacán	56	59	59
Chihuahua	63	59	61
Durango	39	41	41
Mazatlán	70	65	66
Monterrey	216	221	227
Reynosa	34	42	42
San Luis Potosí	42	46	46
Tampico	59	60	61
Torreón	49	48	51
Zacatecas	43	43	45
Zihuatanejo	46	44	47
Corporate offices	153	159	169
Hotel services(1)	103	107	112
Total(2)	1,114	1,128	1,166

(1)Employed by our subsidiary Servicios Corporativos Terminal 2, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Hotel. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company.

(2)As of December 31, 2011, 2012 and 2013, includes 383, 398 and 419 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 49 persons employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries.

All of our unionized employees, who are employed by our subsidiary Operadora de Aeropuertos del Centro Norte, S.A. de C.V., are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers, an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services agency as well as of the three other airport groups (the Southeast Group (Grupo Aeroportuario del Sureste, S.A. de C.V.), the Mexico City Group (Grupo Aeroportuario de la Ciudad de México) and the Pacific Group (Grupo Aeroportuario del Pacífico, S.A. de C.V.)) operating in Mexico.  Since July 2008, the labor relations with our employees are governed by a collective labor agreement 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 maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries.  We make bi-weekly contributions matching each employee’s contribution.  Employees are entitled to withdraw the funds in their accounts on an annual basis.  In 2011, 2012 and 2013, we made a total of Ps. 45,121 thousand, Ps. 49,459 thousand and Ps. 52,297 thousand, 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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Item 7.Major Shareholders and Related-Party Transactions

MAJOR SHAREHOLDERS

Aeroinvest is our controlling shareholder.  Aeroinvest directly owns 98,702,700 of our Series B shares that represent 24.7% of our outstanding capital stock.  Aeroinvest also directly owns 331,972,000 Series A shares of SETA that represent 74.5% of its capital stock.  SETA in turn owns 58,800,000 of our Series BB shares and 8,000,000 Series B shares that collectively represent 16.7% of our capital stock.  Consequently, Aeroinvest is the beneficial owner of 37.1% of our capital stock.

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

The following table sets forth information with respect to beneficial ownership of our capital stock as of April 15, 2014, identifying each owner of more than 5% of any series of our shares:

	Number of Shares		Percentage of Issued and Outstanding Capital
Identity of Shareholder	B Shares	BB Shares	B Shares	BB Shares
Aeroinvest(1)	98,702,700	—	24.7%	—
SETA(2)	8,000,000	58,800,000	2.0%	14.7%
Aberdeen Asset Management PLC(3)	57,142,240	—	14.3%	—
Quintana Family(4)	24,287,210	—	6.1%	—
Public	153,059,700	—	38.2%	—
Officers and Directors(5)	8,150	—	0.0%	—

(1)In addition to the Series B shares it directly owns, Aeroinvest may be deemed to beneficially own all of our shares owned by SETA by virtue of its ownership of 74.5% of SETA’s capital stock.  Aeroinvest and SETA are subsidiaries of Empresas ICA.

(2)Held in trust with Bancomext.  Aeroinvest and SETA are subsidiaries of Empresas ICA.

(3)Based on beneficial ownership report filed with the SEC dated December 31, 2013.

(4)Members of the Quintana Family, including current Directors, Mr. Alonso Quintana Kawage and Mr. Diego Quintana Kawage, directly own an aggregate of 24,287,210 million Series B shares representing 6.1% of such series.  None of the members of the Quintana Family individually directly own more than 5% of any class of our shares.  Percentage figures are based on the number of shares outstanding as of the date of the most recently beneficial ownership report.

(5)Excludes shares beneficially owned by Mr. Alonso Quintana Kawage and Mr. Diego Quintana Kawage, who own 239,700 and 461,600 Series B shares, respectively, and is included in the percentage owned by the Quintana Family as a group.

Arrangements Relating to SETA

The rules governing the sale of our Series BB shares to SETA required that SETA place all of its Series BB shares in a trust in order to guarantee SETA’s performance of its obligations under the Technical Assistance Agreement and SETA’s commitment to maintain its interest in us for a specified period.  Accordingly, SETA has placed its shares into the Bancomext Trust.  Pursuant to our bylaws, the Technical Assistance Agreement, the Participation Agreement and the Bancomext Trust, SETA was required to retain at least 51% of our shares until June 14, 2007, after which it became entitled to transfer up to one eighth of this 51% during each year thereafter.  The terms of the Bancomext Trust will be extended for an additional 15 years if, at the end of the initial 15-year term, SETA holds shares representing more than 10% of our capital stock.  SETA may terminate the Bancomext Trust before the second 15-year term begins if:  (i) SETA holds less than 10.0% of our capital stock at the end of the initial

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term; and (ii) the Technical Assistance Agreement has been terminated.  If the Bancomext Trust is not terminated within the second 15-year term, SETA is required to instruct Bancomext to transfer the shares to a new trust.  SETA is required to deposit in the trust any additional shares of our capital stock that it acquires.

Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, chief operating officer and commercial director, to elect three members of our Board of Directors and to propose the appointment of at least one member of each of our committees.  SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management).  Additionally, most matters voted on by the Board of Directors require the affirmative vote of the directors appointed by the holder of our Series BB shares.  In the event of the termination of Technical Assistance Agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights.  If at any time before June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but its other special rights would be unaffected).  If at any time after June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights.  As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place.  In addition, shareholders of SETA have allocated among themselves certain veto rights relating to the exercise by SETA of its veto and other rights, which increases the risk of impasse at the shareholders meeting of SETA and ultimately at our shareholders meetings.

Our bylaws, the Participation Agreement and the Technical Assistance Agreement also contain certain provisions designed to avoid conflicts of interest between SETA and us, such as approval of certain related-party transactions by our Corporate Practices, Finance, Planning and Sustainability Committee.

Under the terms of the Participation Agreement and the Bancomext Trust, (i) SETA’s key partners, currently Aéroports de Paris Management (ADPM) and Aeroinvest, are required jointly to maintain at least 51% ownership of SETA until June 14, 2015, (ii) Aeroinvest must maintain at least a 25.5% ownership interest in SETA until such date, and (iii) ADPM must maintain at least a 10.0% ownership interest in SETA until such date.  To the extent that a key partner acquires shares of SETA in excess of its above-referred interest, such additional interest may be sold without restriction.  There can be no assurance that the terms of the Participation Agreement or the Bancomext Trust would not be amended to reduce or eliminate these ownership commitments.  If SETA or any of its shareholders defaults on any obligation contained in the trust agreement, or if SETA defaults on any obligation contained in the Participation Agreement or the Technical Assistance Agreement, after specified notice and cure provisions, the Bancomext Trust provides that the trustee may sell 5.0% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

Pursuant to the consortium agreement entered into among ADPM, Aeroinvest and Vinci, S.A. (a corporation organized under the laws of France) on May 16, 2000, as amended and restated, or the consortium agreement, the shareholders of SETA agreed that ADPM shall have the right to appoint one member of our Board of Directors and that Aeroinvest shall have the right to appoint up to three directors, the third of whom must satisfy the independence criteria of the Sarbanes-Oxley Act of 2002.  Since September 14, 2005, ADPM and Aeroinvest are the sole parties to the consortium agreement.  The right to appoint certain of our officers under the consortium agreement is allocated as follows:  Aeroinvest shall appoint our chief executive officer, chief financial officer, human resources manager (subject to the

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approval of ADPM) and general counsel; ADPM shall appoint our chief operating and quality officer and our commercial and marketing officer (subject to the approval of Aeroinvest).  The maintenance and infrastructure officer shall be appointed by SETA.

Aeroinvest and ADPM have also agreed that, in accordance with our bylaws, at least one member of each of our Audit Committee and Corporate Practices, Finance, Planning and Sustainability Committee shall be appointed by SETA.

The consortium agreement also requires the unanimous vote of Aeroinvest and ADPM to approve:  (i) the pledging or creation of a security interest in any of our shares held by SETA and the shares issued by SETA; (ii) any amendments to SETA’s bylaws or the SETA shareholders’ agreement; (iii) our merger, split, dissolution or liquidation; (iv) the amendment or termination of our bylaws, the Participation Agreement, the Technical Assistance Agreement, the technology transfer agreement or related ancillary agreements; (v) changes in our capital structure; (vi) the conversion of our Series BB shares into our Series B shares; and (vii) any sale or transfer of shares of SETA.

Under the consortium agreement, transfers by either of Aeroinvest or ADPM of its shares in SETA to an unaffiliated third party are subject to limited rights of first refusal in favor of the non-transferring shareholder, and such transfers by Aeroinvest are subject, under certain conditions, to tag-along rights in favor of ADPM.  In addition, the consortium agreement includes put and call options in respect of shares of SETA held by Aeroinvest, whereby, from June 14, 2009, through the later of June 14, 2015, and the date that is six months following the termination of the Technical Assistance Agreement, under certain conditions, ADPM may require Aeroinvest to purchase all or a portion of shares of SETA held by ADPM, and in the event of the parties’ inability to resolve definitely a matter to be decided by the Board of Directors or shareholders of SETA, Aeroinvest may require ADPM to sell to Aeroinvest all or a portion of shares of SETA held by ADPM.

Arrangements Relating to Aeroinvest

In June 2005, SETA assigned to Aeroinvest an option to purchase Series B shares representing 36% of our then-outstanding capital stock (currently equivalent to 35.3% of our capital stock).  Aeroinvest purchased these shares from the Mexican government in December 2005 pursuant to this option, acquiring 141,120,000 Series B shares at an aggregate purchase price of U.S.$ 203.3 million (Ps. 2,165,472 thousand) (determined based on an initial price per share of U.S.$ 1.13 (Ps. 11.0198) plus an annual 5% premium, subject to decreases for any dividends declared and paid by us).  The acquisition of these Series B shares was financed through credit facilities.  These credit facilities were amended and restated to, among other things, increase the amount of the facility and the amount borrowed thereunder in October 2006 and again in April 2007.  Aeroinvest subsequently purchased additional Series B shares representing 6.6% of our capital stock.  Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) to refinance its existing credit facilities in June 2007.  In connection therewith, Aeroinvest assigned its economic interests (including its right to receive dividends) in its Series B shares representing 41.9% of our capital stock as well as 74.5% of the Series A shares of SETA.

On June 22, 2007, Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, entered into a voting agreement pursuant to which Aeroinvest agreed to vote its Series B shares currently representing 24.7% of our capital stock as a bloc in the same way SETA votes its shares of our capital stock at all ordinary and extraordinary shareholders meetings, subject to certain exceptions set forth in the agreement.  An English translation of this agreement was filed as an exhibit to our annual report on Form 20-F for the year ended December 31, 2006.

In February 2011, Aeroinvest repaid Merrill Lynch the totality of its credit facilities.

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On May 15, 2013, we filed a shelf registration statement on Form F-3 with the SEC, which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock, in an underwritten global public offering at a price of Ps. 40.00 per Series B share and U.S.$ 24.76 per ADS.  Following this sale of Series B shares, Aeroinvest holds 98,702,700 Series B shares, or 24.7% of our total capital stock.

RELATED-PARTY TRANSACTIONS

Arrangements with SETA and Its Affiliates

The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and the Ministry of Communications and Transportation, which established the framework for certain related agreements:  the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust.  Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 2013 amounted to Ps. 67,365 thousand (U.S.$ 5.2 million).  The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by SETA or its shareholders during the term of the agreement.  The agreement has an initial term of 15 years beginning June 14, 2000, and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015.  The agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date.  A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B shares that are not owned by SETA or any of its affiliates.  A party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party.  SETA provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the master development programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$ 5.0 million.  Subsequent to January 1, 2003, the Technical Assistance Fee is equal to the greater of U.S.$ 3.0 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index), or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee and depreciation and amortization).  We believe that this structure creates an incentive for SETA to increase our annual consolidated earnings.  SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

The Technical Assistance Agreement allows SETA, its shareholders and their affiliates to render additional services to us only if our Corporate Practices, Finance, Planning and Sustainability Committee determines that these related persons have submitted an arm’s-length bid in a public bidding process.  For a description of this committee, see “Item 6.  Directors, Senior Management and Employees—Committees.”

In 2012 and 2013, we recognized expenses of U.S.$ 5.1 million and U.S.$ 5.1 million, respectively, pursuant to the Technical Assistance Agreement plus additional nominal expenses paid to SETA and its affiliates.

Under the Option Agreement, SETA was granted options to subscribe for newly issued Series B shares representing 3% of our capital stock.  These options were originally exercisable in three tranches

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of 1% each, the first one of which expired unexercised and the second and third of which were exercised in 2006 at the price of U.S.$ 1.3527 (Ps. 14.6735) per share (determined based on an initial price per share of U.S.$ 1.1286 plus an annual 5% premium, subject to decreases corresponding to dividends declared and paid by us).

Arrangements with Aeroinvest and Its Affiliates

Our parent company Aeroinvest entered into agreements with Merrill Lynch to refinance its existing credit facilities in June 2007.  In connection with the Merrill Lynch refinancing, Aeroinvest assigned its economic interests (including its right to receive dividends) with respect to its Series B shares currently representing 24.7% of our capital stock as well as 74.5% of the Series A shares of SETA.  Aeroinvest purchased thereafter additional Series B shares representing 6.64% of our capital stock.  Although we were not parties to the refinancing agreements previously mentioned, the refinancing agreements required us to comply with certain restrictions on our ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions, make investments or capital expenditures outside our master development programs.  In February 2011, Aeroinvest repaid Merrill Lynch the outstanding amounts under these credit facilities.

On December 20, 2011, Aeroinvest entered into a credit agreement with Bank of America, N.A., for U.S.$ 45.0 million that required us to maintain a debt to EBITDA ratio below 2.25:1.  There were no further arrangements that resulted in our guarantee, pledge of assets or stock or providing of security for Aeroinvest’s loan.  Aeroinvest prepaid the entire amount outstanding under this credit agreement on November 30, 2012.

On April 4, 2014 Aeroinvest pledged 26 million of our Series B shares to Banco Inbursa, S.A., Institución de Banca Multiple, Grupo Financiero Inbursa, as a guarantee for a loan to Controladora de Operaciones de Infraestructura, S.A. de C.V., in the amount of Ps. 700 million due to mature on July 4, 2014.

In the future, Aeroinvest could enter into additional agreements that may require us to comply with certain covenants.  Aeroinvest’s economic interests with respect to these or any other additional Series B shares purchased by Aeroinvest may become subject to an assignment under the terms of any future refinancing documents in certain circumstances.

Arrangements with Other Affiliates

We periodically engage Empresas ICA and its affiliates to provide construction and related services to us.  In 2013, we contracted Ps. 187,184 thousand for services to be provided by Empresas ICA and its affiliates periodically.  In accordance with our Related Party Guidelines, such contracts were approved by our Board of Directors upon the recommendation of our Corporate Practices, Finance, Planning and Sustainability Committee and in accordance with Mexican Securities Law.  The Committee considered these contracts to be arm’s-length agreements based on the evaluation of these contracts by the third-party professionals Desarrollo de Ingeniería Civil y Tecnológica, S.A. de C.V. (DICTEC), represented by Jorge Moreno Anaya; and Corporativo de Ingeniería Terrestre, S.A. de C.V. (COITSA), represented by Victor Manuel Corona Ahumada.  All companies are independent experts contracted by us to evaluate offers made by Empresas ICA or its affiliates.  They determined that Empresas ICA or its affiliates’ offers were consistent with market prices.

The following table shows details of the contracts concluded with affiliates of Empresas ICA in 2013, providing for payment of Ps. 69,916 thousand in exchange for the construction, rehabilitation or maintenance of runways and aprons of our airports.  This amount represents 10.4% of capital expenditures plus major maintenance investments, equivalent to Ps. 673,320 thousand.

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Airport	Amount
	(in thousands of pesos)
Acapulco	Ps. 4,573
Ciudad Juárez	12,261
Mazatlán	9,464
Monterrey	843
Reynosa	29,826
Tampico	4,038
Torreón	8,911
Total	Ps. 69,916

Transactions with Related Parties Under IFRS

As of December 31, 2013, we had Ps. 107, 440 thousand in accounts payable to related parties, and we conducted the following transactions with Empresas ICA during 2013: (i) a transaction amounting to Ps. 66,643 thousand in technical assistance fees and travel expenses and (ii) a transaction amounting to Ps. 69, 916 thousand for improvements in concession assets during the same period.

Item 8.Financial Information

See “Item 18.  Financial Statements” beginning on page F-1.

LEGAL PROCEEDINGS

General

We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business.  In addition, the Mexican Airport and Auxiliary Services agency is currently engaged in some legal proceedings related to our airports, none of which is expected to have a material adverse effect on our business.

Disputed Land Ownership at the Ciudad Juárez Airport

Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the airport to reclaim the land, alleging that it was improperly transferred to the Mexican government.  As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$ 120.0 million.  On May 18, 2005, a Mexican court ordered us to return the disputed land to the plaintiffs.  However, that decision and three subsequent constitutional claims permitted the ruling to be reconsidered, and as a result of such constitutional claims, the original claimants must now include the Ministry of Communications and Transportation as a party to the litigation, as the Ministry of Communications and Transportation is the grantor of the concession title to the Ciudad Juárez airport.  On August 28, 2009, the Federal Government filed its answer to the claim, in which it requested that the trial be removed to federal court.  In May 2010, the Court of Appeals granted the Federal Government’s request, giving the Federal Courts jurisdiction to hear the lawsuit.  The plaintiffs filed a constitutional claim against this ruling before the Federal District Court in Chihuahua and on November 29, 2010, the District Court in Chihuahua confirmed the Court of Appeals ruling.  Against this ruling, the plaintiffs filed an appeal (recurso de revisión) before the Federal District Circuit Court, and on July 7, 2011, the Federal Circuit Court ruled that the plaintiffs’ constitutional claim should be heard by a District Court in Ciudad Juárez.  In October 2011, the District Court in Ciudad Juárez denied the plaintiffs’ constitutional claim, against which, in November 2011, the plaintiffs filed a new appeal (recurso de revisión) before the Federal Circuit Court.  On January 7, 2012, the Federal Circuit Court confirmed that the District Court in Ciudad Juárez had jurisdiction to hear the claim.  On April 30, 2012, the Federal District Court in Ciudad Juárez ruled that it did not have jurisdiction to hear the claim,

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and the determination of jurisdiction was sent to the Supreme Court.  However, after the Federal District Court denied jurisdiction, a conflict arose that has been resolved by the Circuit Court.  The Federal Circuit Court ruled on January 13, 2013 that a state or local court must hear the lawsuit rather than a federal court.  The lawsuit is still underway at this time.  As of April 15, 2014, the final resolution of this dispute remains pending.

In the event that any subsequent action results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government does not subsequently exercise its power of eminent domain to retake possession of the land for our use, which we believe the terms of our concessions would require, our concession to operate the Ciudad Juárez airport would terminate.  In 2013, the Ciudad Juárez airport represented 4.2% of our consolidated total revenues.  Although we believe and have been advised by the Ministry of Communications and Transportation that under the terms of our concessions the termination of our Ciudad Juárez concession would not affect the validity of our remaining airport concessions and that the Mexican government would be obligated to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession or a definitive resolution of the matter in favor of the plaintiffs, there can be no assurance that we would be so indemnified.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Disputed Land Ownership at the Monterrey Airport

On January 12, 2012, a third party filed a claim that it was the owner of a property previously acquired by the Monterrey airport.  The third party is seeking a declaration that the documents of sale to the Monterrey airport are null and void based on the absence of a sale deed for the property and the restitution of the property to the third party, together with the corresponding improvements and property rights.  As of April 15, 2014, the final resolution of this dispute remains pending.

As of December 31, 2013, we did not reserve any provision related to this claim, as in the event that the third party’s claim is successful, the party that sold the disputed property to the Monterrey airport would be liable for the payment of any damages.

Order to Close Retail Stores and Remove Advertisements at the Torreón Airport

On April 5, 2013, the city of Torreón ordered the closure of ten retail stores in the commercial area of the Torreón airport and removed all interior and exterior billboards at the airport, citing an alleged lack of municipal operating licenses.  On April 8, 2013, the Torreón airport filed an injunction against the order on the grounds that the city lacks the authority and power to close airport premises as the Mexican Airport Law grants the Ministry of Communications and Transportation full discretion over airport premises.  In the same injunction, the Torreón airport requested that the closing order be suspended while the injunction is pending.

On April 11, 2013, the District Court where the injunction was filed denied the airport’s request to provisionally suspend city of Torreón’s order.  Against this resolution, the Torreón airport filed a complaint with the Federal Circuit Court, and on April 15, 2013 and the provisional suspension was granted.

On April 17, 2013 (after April 15, 2013, the last date of our consolidated financial statements presented in this annual report), the Third District Judge permanently suspended the city’s order, pending a resolution of whether the city of Torreón has the authority and power to inspect the commercial and advertising areas within the Torreón airport.  In December 2013 a Federal District Court granted relief to the airport, and instructed the authorities to invalidate the municipal proceedings because they lacked the capacity to demand or require licenses inasmuch as the airport is an exclusively federal facility subject to

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the Federal laws.  The authorities challenged the federal verdict and the lawsuit is still being heard by the Federal Circuit Court (Tribunal Colegiado de Circuito).  As of April 15, 2014, the final resolution of this dispute remains pending.

Order to Close Industrial Park Construction, Gas Station and Strip Mall at Monterrey International Airport

On November 19, 2013, the Apodaca municipality executed an inspection order and closed the commercial premises located in the Monterrey airport, which include a strip mall, a gas station and an industrial park, because they did not have multiple licenses for ground use and/or construction.  A constitutional claim lawsuit was filed against these acts challenging the shutdown and the constitutionality of the municipal order.  The court granted a provisional suspension ordering that the municipal authorities remove the barriers and enable the businesses to continue operations.

Furthermore, the municipality notified the airport in a different official ruling that the closure actions were flawed and therefore invalid.  Even though the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again.  If there is a new official request from the municipality, the lawsuit filed will be broadened and the constitutionality will be considered in the lawsuit.  As of April 15, 2014, the final resolution of this dispute remains pending.

Tax Audit at the Acapulco Airport

In December 2011, the Local Tax Audit Administration of the Tax Administration Service in Acapulco conducted a new audit of the Acapulco airport and determined a tax liability of Ps. 27,876 thousand for the year of 2006 for alleged revenue omissions, excess deductions, surcharges and fines.  We filed a motion for reconsideration against such determination; the resolution for the motion resulted in a new tax liability of Ps. 18,733 thousand.  We believe that we have sufficient elements to obtain a favorable result; otherwise, we intend to file an administrative appeal with the Federal Tax and Administrative Court of Justice.  As of April 15, 2014, the final resolution of this dispute remains pending.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Tax Audit at the Monterrey Airport

On February 9, 2012, the Apodaca Office of the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social, or “IMSS”) determined a tax credit for the Monterrey airport for the period from January 1, 2007 to December 31, 2010 for Ps. 28,300 thousand for alleged omissions in labor management fees.  The Monterrey airport submitted an appeal to this determination before the IMSS, which, in a resolution dated May 23, 2012, confirmed the tax credit.  The Monterrey airport filed an administrative appeal with the Federal Tax and Administrative Court of Justice.  In February 2014, the Federal Tax and Administrative Court of Justice issued a ruling declaring the invalidity of the resolutions, against this decision the Mexican Institute of Social Security challenging this court ruling and filed an appeal (recurso de revisión) before the Administrative Federal Circuit Court (Tribunal Colegiado de Circuito en Materia Administrativa).  As of April 15, 2014, the final resolution of this dispute remains pending.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Tax Audit at the Reynosa Airport

On March 9, 2012, the Reynosa airport filed an administrative appeal against the Mexican Tax Administration Service’s (Servicio de Administración Tributaria) determination of a tax credit based on income tax for the year 2007 for Ps. 1,217 thousand and profit distribution for Ps. 195 thousand.  The administrative appeal is pending resolution, and the tax credit was guaranteed through the provision of a

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bond to the Mexican Tax Administration Service.  We anticipate a favorable outcome in our administrative appeal.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

Property Tax Claims

Administrative law proceedings have been asserted against us by the municipalities of Reynosa, Zihuatanejo and Ciudad Juárez, for the payment of property taxes with respect to the real estate on which we operate our airports in those cities.  In February 2011, November 2011 and August 2012, the municipality of Reynosa filed property tax claims against us for Ps. 117,654 thousand, Ps. 127,312 thousand and Ps. 1,119 thousand, respectively.  We have filed administrative appeals to these claims.  As of April 15, 2014, our appeals were still pending.

In October 2012, the municipality of Zihuatanejo filed a property tax claim against the Zihuatanejo airport for Ps. 2,178 thousand for the period from 2004 to 2005 and Ps. 2,855 thousand for the period from 2007 to 2012 and a fine for Ps. 922 thousand.  In response to these claims, we have filed administrative appeals before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de Guerrero) that remain pending.

In November 2012, the municipality of Ciudad Juárez filed a property tax claim against the Ciudad Juárez airport for Ps. 5,823 thousand for the period from 1998 to 2012.  In response to this claim, we have filed an administrative appeal before the Administrative Court (Supremo Tribunal de Justicia del Estado de Chihuahua).  In February 2013 the Administrative Court dismissed the trial after the municipality of Ciudad Juárez withdrew its property tax claim.  In May 2013, the municipality of Ciudad Juárez required a new property tax payment of Ps. 1,861 thousand for the fiscal year of 2013.  A lawsuit was filed to challenge the payment request, and in February 2014, the court dismissed the trial after the municipality of Ciudad Juárez withdrew its property tax claim.

Other municipalities in which we operate may assert similar claims.

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations.  Should a court determine that these taxes must be paid in response to any future proceedings, we believe that only the owners of the land 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.  The Mexican government has not acknowledged an obligation to pay such taxes, however, and changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future.  We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them.  If such changes were to occur, and any amounts owed were substantial, these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.

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

Relocation of a Cargo Tenant at the Monterrey Airport

As part of the expansion and modernization of cargo operations at the Monterrey airport, we have entered into agreements with most of our cargo customers and the Mexican customs authorities under which they have agreed to relocate their operations to new facilities.  Braniff Air Freight and Company, S.A. de C.V., or Braniff, a cargo customer that leases a portion of the area originally dedicated to customs

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activities at the airport from Mexican customs authorities, filed a claim in January 2004 challenging the validity of our relocation agreement with the Mexican customs authorities.  Although Braniff’s claim was dismissed, it has refused to vacate the space it occupies.  We brought a claim against the Mexican customs authorities seeking to cause them to relocate Braniff, and a Mexican court recently entered an initial judgment in our favor.  The Mexican customs authorities did not appeal such initial judgment and we are currently requesting the execution of the court’s order against the customs authorities.  Braniff and other cargo customers (Levisa, Salvador Daw Vidal and Braniff Despachos Aduanales) challenged our efforts to seek this enforcement and obtained a suspension of the court order against the Mexican customs authority until the fulfillment of the court resolution.  On December 8, 2008, the constitutional claims filed by Braniff and other cargo customers were dismissed, and, as a consequence, the prior judgment should be executed by the Court against the customs authorities in the near future.

On October 30, 2009, the Mexican customs authority agreed with us and relocated in the new customs area by itself.  Braniff filed a new constitutional claim against the relocation of the customs authority, which as of May 10, 2011, was resolved denying Braniff’s request.  On April 18, 2011, the Mexican customs authorities partially complied with the court’s decision, delivering part of the Monterrey airport surface, and informed us that the remaining surface would be delivered in March 2013.  As of April 15, 2014, the Mexican customs authority has not delivered the remaining surface, for which we intend to petition the court to obtain compliance with the judgment.  On May 17, 2011, Braniff filed a new constitutional claim, which on October 28, 2011, was also denied.  It is possible that Braniff will file a new claim; however, we believe that we would obtain a favorable resolution if they were to do so, as we have in the past.

Outstanding Amounts Due from Airlines that Suspended Operations at Our Airports

Following the cessation of operations by Aerocalifornia, Avolar, Azteca, Aladia and Alma, we initiated legal proceedings against such airlines to recover outstanding amounts due, including rent, airport fees and passenger charges.

On June 3, 2009, the Ministry of Communications and Transportation, acting through the Mexican Bureau of Civil Aviation, temporarily suspended the operation of 25 Aviacsa aircraft.  Aviacsa received a judicial injunction that enabled it to continue to operate, and it resumed operations on June 12, 2009.  On July 6, 2009, the Ministry of Communications and Transportation suspended Aviacsa’s right to use Mexican airspace, based on non-payment of royalties owed to the Navigation Services for Mexican Airspace.  Aviacsa filed for insolvency protection on October 30, 2009.  Aviacsa accounted for 7.0% of our total passenger traffic during the January—June 2009 period, and 96.64% of such passengers were domestic.  As of April 15, 2014, this airline owed us a total amount of Ps. 26,919 thousand.  Currently we are in the process of negotiating the collection of the amounts owed to us by Aviacsa.

The amounts mentioned above do not include interest.  Since most of these airlines are facing insolvency proceedings and other difficulties, there can be no assurance that we will be successful in the recovery of the amounts these airlines owe us.  We have created allowances for all outstanding amounts.

Bankruptcy Proceedings of Grupo Mexicana

On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection before the 11th Federal District Court in Mexico City and that it also sought bankruptcy protection in the United States.  On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, ClickMexicana and MexicanaLink.

On September 7, 2010, ClickMexicana and MexicanaLink (subsidiaries of Grupo Mexicana) filed for bankruptcy protection before the 11th Federal District Court in Mexico.  ClickMexicana and MexicanaLink’s insolvency petitions were accepted in conciliary phase on November 16, 2010.

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During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación.  Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación.  Based on international traffic, Grupo Mexicana generated 13.1% of traffic, of which Mexicana de Aviación accounted for 9.3%.  Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

In November 2010, we filed a motion (incidente de separación de bienes) against Grupo Mexicana, ClickMexicana and MexicanaLink to recover the passenger charges that Grupo Mexicana collected for us.  On January 4, 2012, a federal court of appeals (tribunal colegiado de circuito) determined that the dispute over the passenger charges was separable from the bankruptcy proceeding of ClickMexicana.  On February 8, 2012, the Federal District Court ordered the indefinite suspension of the conciliary phase for each of the Grupo Mexicana, ClickMexicana and MexicanaLink bankruptcy procedures.

On February 27, 2012, the Federal District Court ordered the separation of Ps. 58,075 thousand in passenger charges from the bankruptcy proceeding of ClickMexicana in our favor, and on April 18, 2012, the court ordered ClickMexicana to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, ClickMexicana has not paid us or declared payment legally impossible.

On June 26, 2012, the Federal District Court ordered the separation of Ps. 62,286 thousand in passenger charges from the bankruptcy proceeding of Grupo Mexicana in our favor and to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, Grupo Mexicana has not paid us or declared payment legally impossible.

On July 4, 2012, a federal court of appeals (tribunal colegiado de circuito) determined that the dispute over the passenger charges was separable from the bankruptcy proceeding of Mexicana Link.  On July 31, 2012, the Federal District Court ordered the separation of Ps. 12,169 thousand in passenger charges from the bankruptcy proceeding of MexicanaLink in our favor and ordered ClickMexicana to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, Mexicana Link has not paid us or declared payment legally impossible.

On December 13, 2012 we filed a motion for judgment execution (incidente de ejecución de sentencia) regarding the passenger charges that Grupo Mexicana collected for us, requesting that Grupo Mexicana (Mexicana, ClickMexicana and MexicanaLink) and its banks and trusts be compelled to comply with the separation judgment.  As of the date of this report, neither Grupo Mexicana nor the banks have paid us or declared the amounts held in Grupo Mexicana’s accounts.

On April 4, 2014 a federal judge declared Grupo Mexicana bankrupt.  Grupo Mexicana will have to sell its remaining assets and pay creditors with the proceeds from such sale.  The union representing Grupo Mexicana flight attendants has declared that it will appeal the decision.

We suspended all charges to Grupo Mexicana in August 2011.  As of April 15, 2014, the total amount owed to us by Grupo Mexicana amounted to approximately Ps. 145,845 thousand.  We have not charged any further amount or generated any interest on the amount owed ever since.  There can be no assurance that these amounts will be recovered from Grupo Mexicana.  It is unlikely that we will recover the total amount ordered to be paid as described above.

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DIVIDENDS AND CAPITAL STOCK REIMBURSEMENTS

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock.  Our legal reserve fund was Ps. 204,476 thousand as of December 31, 2013 (excluding reserve amounts corresponding to 2013 net income), which represented 7.6% of our capital stock as of such date.

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund.  The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis.  The level of earnings available for the payment of dividends was determined under MFRS on our results of operations until the year 2010.  In 2012 and 2013, the level of earnings available for the payment of dividends was determined under IFRS.  Our subsidiaries are required to allocate 5% of earnings to their respective legal reserve funds prior to paying dividends to us.  We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us).  Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid.  Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax.  Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax.

On April 14, 2011, our shareholders approved a new dividend policy, applicable to our results of operations starting in 2011.

Our dividend policy seeks to ensure the tax efficient payment of dividends.  Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate-level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.

Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments.  The fixed component is Ps. 325,000 thousand per year.  The variable component will be based on the funds available for distribution in excess of the fixed component.

Our dividend policy applicable to our results of operations until the year 2010 presupposed that the declaration and amount of dividends paid were subject to (and determined by) the following factors:

·compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund of 5%;

·maintaining sufficient cash reserves, as determined by our Board of Directors, necessary to cover our projected investments for the subsequent 12 months and our expected operating expenses for the subsequent six months;

·the amount of dividends to be paid may be limited to the extent necessary to avoid generating a tax liability that cannot be credited against our expected income tax liability in the

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subsequent two years (which is the period during which Mexican law allows us to credit the corporate-level dividend tax against our income tax liability); and

·maintaining sufficient cash reserves, as determined by our Board of Directors, as to allow us to react to or prevent any adverse financial change in the operations of the business.

Our current dividend policy presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:

·dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors;

·compliance with applicable law regarding the declaration and payment of dividends with respect to any year, including the establishment of the statutory legal reserve fund of 5%;

·both the fixed and the variable amount of dividends will be subject to our financial position and dependent upon there being no adverse financial changes; and

·the payment of dividends must be tax efficient.

Our dividend policy applicable to our results of operations until the year 2010 was prepared based on then current Mexican tax law and our then-current projections of our future earnings and corporate income tax liability.  Our current dividend policy was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS.  Changes in Mexican tax law and our actual results of operations could cause our Board of Directors to propose to our shareholders to change the current dividend policy.

We declare our dividends in pesos.  In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the deposit agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax.  Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

The declaration, amount and payment of dividends, if any, are subject to the approval of either (i) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (ii) holders of 95% of our capital stock.

On January 31, 2007, our shareholders approved a proposal to include quarterly dividend payments in our dividend policy.  Dividends are paid in four equal payments on the following dates in any given year:  July 15, October 15, January 15 and April 15, or on the following business day in case any of this dates is a non-business day.

On April 3, 2008, our shareholders approved a cash dividend of Ps. 434,240 thousand, or Ps. 1.0856 per share, to be paid in four equal quarterly installments of Ps. 0.2714 per share.

On April 24, 2009, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

On April 16, 2010, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

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On April 14, 2011, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

On April 18, 2012, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a lump sum reimbursement to shareholders in the amount of Ps. 1.25 per share to be paid in cash for each share outstanding no later than July 18, 2012.

On April 16, 2013, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a reimbursement of Ps. 3.00 per share to be paid in cash for each share outstanding in five installments:  an extraordinary initial payment of Ps. 1.00 per share no later than June 2013 and four regular subsequent quarterly payments no later than July 2013, October 2013, January 2014 and April 2014, respectively.  We held our Board of Directors meeting on November 5, 2013 approved paying the fourth and fifth installments in a single payment, after taking into account our liquidity position.  A total payment of Ps. 400 million, or Ps.1.00 per share, was made on November 29, 2013.

On April 10, 2014, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a reimbursement of Ps. 3.00 per share to be paid in cash for each share outstanding in four installments, an initial payment of Ps. 1.00 per share no later than May 2014, two subsequent payments of Ps. 0.75 per share no later than July and September 2014 and one final payment of Ps. 0.50 per share no later than November 2014.

Certain distributions that we make to our shareholders other than capital reimbursements (in the manner described above), including 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.

Item 9.The Offer and Listing

SHARE PRICE HISTORY

The following table sets forth, for the periods indicated, the highest and lowest closing prices for (i) the ADSs on the NASDAQ in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos.  For more information, see “Item 3.  Key Information—Exchange Rates” for the exchange rates applicable during the periods set forth below.  The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos.  As of the date of this report, we do not use the services of a market maker.

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	U.S.$ per ADS(1)		Pesos per Series B Share
	Lowest	Highest	Lowest	Highest
2009	7.37	14.02	12.53	22.98
2010	11.51	16.27	18.71	24.98
2011	12.25	18.85	20.08	27.40
2012
First quarter	13.05	16.79	21.85	27.00
Second quarter	13.45	16.62	23.60	27.65
Third quarter	16.05	18.10	27.00	29.83
Fourth quarter	17.88	23.81	28.69	37.86
2013
First quarter	22.47	33.4	35.99	49.85
Second quarter	22.83	34.35	37.97	52.51
Third quarter	24.85	30.79	40.01	48.57
Fourth quarter	25.38	28.4	41.42	46.75
Monthly Prices
October 2013	26.87	28.40	43.01	46.75
November 2013	25.38	27.47	41.42	44.93
December 2013	26.70	28.40	43.75	45.90
January 2014	24.82	27.32	41.45	45.36
February 2014	24.53	26.10	40.91	43.34
March 2014	24.20	28.95	40.43	47.43

(1)Eight Series B shares per ADS.

Sources:Mexican Stock Exchange and NASDAQ.

TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico.  Founded in 1894, it ceased operations in the early 1900s and was reestablished in 1907.  The Mexican Stock Exchange is organized as a corporation (sociedad anónima bursátil de capital variable) whose shares are held by brokerage firms.  These firms are exclusively authorized to trade on the floor of the Exchange.  Trading on the Mexican Stock Exchange takes place exclusively through an automated inter-dealer quotation system known as SENTRA, which is open between the hours of 8:30 a.m. and 3:30 p.m., Mexico City time, each business day.  Each trading day is divided into six trading sessions with 10-minute periods separating each session.  Trades in securities listed on the Mexican Stock Exchange can, subject to certain requirements, also be made outside the Exchange.  Due primarily to tax considerations, however, most transactions in listed Mexican securities are made through the Exchange.  The Mexican Stock Exchange operates a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility.  The suspension procedures will not apply to shares that are directly or indirectly (through ADSs or CPOs) quoted on a stock exchange outside Mexico.

Settlement is effected two business days after a share transaction on the Mexican Stock Exchange.  Deferred settlement, even if by mutual agreement, is not permitted without the approval of the CNBV.  Most securities traded on the Mexican Stock Exchange are on deposit with Indeval, a privately owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for Mexican Stock Exchange transactions, eliminating the need for the physical transfer of shares.

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The Mexican Stock Exchange is one of Latin America’s largest exchanges based on market capitalization, but it remains relatively small and illiquid compared to major world markets and therefore subject to greater volatility.

As of December 31, 2013, 131 Mexican companies, excluding mutual funds, had equity listed on the Mexican Stock Exchange.  In 2013, the 10 most actively traded equity issues (excluding banks) represented approximately 61.9% of the total volume of equity issues traded on the Mexican Stock Exchange.  Although the public participates in the trading of securities, a major part of the activity of the Mexican Stock Exchange reflects transactions by institutional investors.  There is no formal over-the-counter market for securities in Mexico.

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States.  In late October 1997, for example, prices of both Mexican debt securities and Mexican equity securities dropped substantially following declines earlier in the year in the Asian, Russian and Brazilian securities markets.

Reporting Obligations

As a company with securities listed on the Mexican Stock Exchange and NASDAQ, we are subject to several reporting and disclosure obligations regarding corporate information and material events set forth by the Mexican and U.S. securities laws, which include filing quarterly and annual financial reports, as well as corporate information and disclosing material events to the regulatory authorities in Mexico and the United States.

For the last three years, we have duly and timely filed all the information that we are obligated to file in order to comply with the Mexican and U.S. securities laws.

Material Changes to the Rights Conferred by Our Securities Registered with the Mexican National Registry of Securities and Traded in the Mexican Market

As of December 31, 2013, there have been no material changes to the rights conferred by our securities registered with the Mexican National Registry of Securities and traded in the Mexican market.

Item 10.Additional Information

Bylaws

This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.

At our Extraordinary Shareholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil and to conform our bylaws to the provisions of the Mexican Securities Law.  Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability and the elimination of restrictions on ownership of our shares.

Our bylaws were further amended in the shareholders’ meeting held on April 3, 2008.  In particular, the primary change concerned the elimination of the Nominations Committee and transfer of such Committee’s duties to the shareholders meeting and, where appropriate, to the Board of Directors.

At our shareholders’ meetings held on April 10, 2014, April 16, 2013 and April 18, 2012, our bylaws were further amended to reflect the amounts of fixed minimum common stock after our capital stock reimbursements.

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Purposes

The purposes of the Company include the following:

·to acquire shares of or interests or participations in privately or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Mexican Airport Law (Ley de Aeropuertos) and its regulations and to participate in the capital stock of companies engaged in the provision of all types of services;

·to receive from any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes;

·to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports;

·to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad;

·to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and

·to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control.

Election of Directors

The Board of Directors is responsible for the oversight of our business.  Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members.  Our Board of Directors currently consists of 11 directors and 1 alternate director, each of whom is elected at the annual shareholders’ meeting.  Under the Mexican Securities Law and our bylaws, at least 25% of our directors must be independent.  Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the CNBV.

At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the “Participation Agreement the Technical Assistance Agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).  The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board.  Any slate of candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Law and other applicable law.

Under the Participation Agreement, NAFIN, as trustee of the Ministry of Communications and Transportation, Bancomext, Constructoras ICA, S.A. de C.V. and SETA agreed that three of our directors

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are to be elected by SETA, as holder of the Series BB shares, and three are to be elected by Constructoras ICA, S.A. de C.V.  Five of our directors are independent.

Authority of the Board of Directors

The Board of Directors has broad authority to manage the company.  Pursuant to the Mexican Securities Law, the Board of Directors is required to approve, among other matters:

·our general strategy;

·the business plan and the investment budget on an annual basis;

·capital investments not considered in the approved annual budget for each fiscal year;

·the proposal to increase our capital or that of our subsidiaries;

·our five-year master development program and any amendments thereto for each of our airports to be submitted to the Ministry of Communications and Transportation;

·the voting of the shares we hold in our subsidiaries;

·our management structure and any amendments thereto;

·the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause;

·any transfer by us of shares in our subsidiaries;

·subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

·subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$ 20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$ 40.0 million or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt-to-capital ratio;

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·the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees;

·the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares;

·proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings;

·subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment;

·the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

·the appointment, removal, duties and responsibilities of our internal auditor;

·policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released;

·actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

·the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

·resolutions instructing our chief executive officer to disclose material information to the general public.

Under our bylaws, resolutions at meetings of the Board of Directors with respect to any of the items listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.

Powers of Series BB Directors

The Series BB directors are entitled to:  (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the Technical Assistance Agreement and the guidelines approved by our Board of Directors and (iv) appoint at least one member to each of our committees.

In addition, any matter requiring approval of the Board of Directors under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.

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Our Capital Stock

Pursuant to our bylaws, our capital stock has a variable portion.  As of the date of this report, the Company has a fixed minimum capital stock, without withdrawal rights, of Ps. 1,508,446,826 represented by 400,000,000 ordinary nominal Class I shares, without par value, which are fully subscribed and paid, of which 341,200,000 are Series B shares and 58,800,000 are Series BB shares.  For the last three years, no part of our capital stock has been paid in-kind.

Our capital stock has been modified during the last three years as a consequence of the following events:

·On April 18, 2012, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 500,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 1.25 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 4,408,446,826.75 to Ps. 3,908,446,826.75; and

·On April 16, 2013, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 3,908,446,826.75 to Ps. 2,708,446,826.75.

·On April 10, 2014, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 2,708,446,826.75 to Ps. 1,508,446,826.75.

We have not conducted any issuance of shares during the last three years, and we are not beneficiaries of any derivative instruments payable in-kind, which have Series B or Series BB shares, or any other security representing those shares, as underlying assets.

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 15, 2014:

	Authorized	Issued and Outstanding
Capital Stock:
Series B shares	341,200,000	338,318,023
Series BB shares	58,800,000	58,800,000
Total	400,000,000	397,118,023	(1)

(1)The difference between our authorized capital stock and our issued and outstanding capital stock constitutes 2,881,977 shares repurchased and held by the Company.

All ordinary shares confer equal rights and obligations to holders within each series.  The Series BB shares have special voting and other rights described below.

Our bylaws provide for the issuance of the following shares, which have the characteristics described below:

·Series B. Series B shares currently represent 85.3% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

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·Series BB. Series BB shares currently represent 14.7% of our capital.  Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not, directly or indirectly, own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments (Comisión Nacional de Inversiones Extranjeras) is obtained.

Voting Rights and Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders.  Holders of Series BB shares are entitled to elect three members of our Board of Directors.

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary and special.  Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings.  An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board.  Under the Mexican Securities Law, our ordinary shareholders’ meeting, in addition to those matters described above, must approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

·extension of a company’s duration or voluntary dissolution;

·an increase or decrease in a company’s minimum fixed capital;

·change in corporate purpose or nationality;

·any transformation, merger or spin-off involving the company;

·any stock redemption or issuance of preferred stock or bonds;

·the cancellation of the listing of our shares with the Mexican 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 a general extraordinary shareholders’ meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City.  Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee.  Any shareholder or group of shareholders representing at least 10% of our

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capital stock has the right to request that the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee calls a shareholders’ meeting to discuss the matters indicated in the relevant request.  If the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Mexican Official Gazette of the Federation or in one newspaper of general circulation in Mexico City at least 15 calendar days prior to the date of the meeting.  Each call must set forth the place, date and time of the meeting and the matters to be addressed.  Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee for that purpose.  Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Law.  The share registry will be closed three days prior to the date of the meeting.  Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.  Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses.  Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Indeval) coupled with a certificate issued by any institution with an account at Indeval.

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs.  Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

Quorum

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented.  Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present at the meeting.  Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum.  Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares present at the meeting.

Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders’ meeting.  Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital.

Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the items listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

·any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights;

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·any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

·termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

·a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; and

·a spin-off, dissolution or liquidation.

Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the items listed below will only be valid if approved by a vote of at least 95% of our capital stock or a majority of the Series BB shares:

·approval of our financial statements and those of our subsidiaries;

·anticipated liquidation or dissolution;

·capital increases or decreases of us or of our subsidiaries;

·declaration and payment of dividends;

·amendment to our bylaws;

·mergers, spin-offs, reclassifications, consolidations or share splits;

·grant or amendment of special rights of any series of shares of our capital stock;

·any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

·any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares.

Right of Withdrawal

Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within 15 days following the holding of the relevant shareholders’ meeting.  The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.

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Dividends and Distributions

At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our financial statements for the preceding fiscal year as presented by our Chief Executive Officer.  Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation).  Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares.  The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock.  A full discussion of our dividend policy may be found in “Item 8. Financial Information—Dividends.”

Registration and Transfer

Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Law and regulations issued by the CNBV.  Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto.  Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval.  Indeval is the holder of record in respect of all such shares held in book-entry form.  Indeval will issue certificates on behalf of our shareholders upon request.  Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV.  We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as our shareholders.  The transfer of shares must be registered in our stock registry.  In the case of an international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

·SETA was required to retain at least 51% of its Series BB shares until June 14, 2007.  Since June 14, 2007, SETA is free to sell in any year up to one eighth of such 51% interest in Series BB shares.  To date, SETA has not elected to transfer any such shares.

·If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

·If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion.

For purposes of our bylaws, a “related person” means, with respect to any person:

·any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

·any corporation or person having the capacity to determine the business guidelines and policies of such person;

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·in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

·SETA; or

·with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:

·the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

·the contractual right to elect the majority of the members of the Board of Directors of the person;

·the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

·existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person.

Shareholder Ownership Restrictions and Anti-Takeover Protection

Under the Mexican Airport Law:

·no more than 5% of our outstanding capital stock may be owned by air carriers; and

·foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

The foregoing ownership restrictions do not apply to:

·the Mexican government;

·NAFIN, in its capacity as trustee of the Ministry of Communications and Transportation;

·institutions that act as depositaries for securities; and

·financial and other authorized institutions that hold securities for the account of beneficial owners (including the depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.

Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Communications and Transportation.

For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”

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The Mexican Securities Law contains provisions relating to public tender offers and certain other share acquisitions.  Any intended acquisition of our shares that results in the acquirer obtaining control of our voting shares (our Series B shares and Series BB shares considered together) requires the acquirer, with the prior approval of the CNBV, to make a mandatory public tender offer for the greater of (i) the percentage of the capital stock intended to be acquired or (ii) 10% of our capital stock.  Any intended acquisition of our shares that is aimed at obtaining control requires the potential acquirer to make a mandatory tender offer for 100% of our outstanding capital stock (in addition to the approval of the Ministry of Communications and Transportation).  The tender offer must be made at the same price to all shareholders and classes of shares.  Our Board of Directors must issue its opinion of any tender offer resulting in a change of control, which opinion must take into account minority shareholder rights and which may be accompanied by an independent fairness opinion.  Directors and principal officers are required to disclose whether they will participate in the tender.

Under the Mexican Securities Law, all tender offers must be open for at least 20 business days, and purchases thereunder are required to be made pro rata to all tendering shareholders.  The Mexican Securities Law only permits the payment of certain amounts to controlling shareholders over and above the offering price if these amounts are fully disclosed, approved by the Board of Directors and paid solely in connection with non- compete or similar obligations.

Certain Minority Protections

Pursuant to the Mexican Securities Law and the Mexican General Law of Business Corporations, there are several protections afforded to minority shareholders.  These protections include provisions that permit:

·holders of at least 10% of our outstanding capital stock:

–to vote (including in a limited or restricted manner) to request a call for a shareholders’ meeting;

–to request that resolutions with respect to any matter on which they were not sufficiently informed be postponed; and

–to appoint one member of our Board of Directors and one alternate member of our Board of Directors.

·holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders’ meeting and file a petition for a court order to suspend the resolution temporarily, within 15 days following the adjournment of the meeting at which the action was taken, provided that (i) the challenged resolution violates Mexican law or our bylaws, (ii) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (iii) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution, in the event that the court ultimately rules against the opposing shareholders; and

·holders of 5% of our outstanding capital stock may initiate a shareholder derivative suit against some or all of our directors, for our benefit, for violations of their duty of care or duty of loyalty, in an amount equal to the damages or losses caused to us.  Actions initiated on these grounds have a five year statute of limitations.

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Changes in Capital Stock

Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time.  Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to our shareholders in the Official Gazette of the Federation and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the 15-business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases.  Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations (see “—Voting Rights and Shareholders’ Meetings—Right of Withdrawal”) or by repurchase of our own stock in accordance with the Mexican Securities Law (see “—Share Repurchases”).

Share Repurchases

We may choose to acquire our own shares through the Mexican Stock Exchange and NASDAQ on the following terms and conditions:

·the acquisition must be carried out through the Mexican Stock Exchange;

·the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the CNBV;

·the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or reduce our capital stock, in which case, such shares will be cancelled;

·the annual ordinary shareholders meeting shall determine the maximum amount of funds to be used in the fiscal year for the repurchase of shares;

·we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the Mexican National Securities Registry; and

·any acquisition of shares must be in conformity with the requirements of Article 54 of the Mexican Securities Law, and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed.

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Law.

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Repurchase Obligation

Pursuant to the Mexican Securities Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange, or if the CNBV orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust for a period of six months, with amounts sufficient to purchase all shares not participating in the tender offer.  Under the law, our controlling shareholders will be secondarily liable for these obligations.  The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the CNBV and the Mexican Stock Exchange.  If the tender for cancellation is requested by the CNBV, it must be initiated within 180 days from the date of the request.  If requested by us, under the new Mexican Securities Law, the cancellation must be approved by 95% of our shareholders.

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs.  All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation.  Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

Other Provisions

Liabilities of the Members of the Board of Directors

The Mexican Securities Law imposes a duty of care and a duty of loyalty on directors.  The duty of care requires our directors to act in good faith and in the best interests of the Company.  For such purpose, our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests.  Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.

The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest.  In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director takes advantage of a corporate opportunity.  The duty of loyalty is also violated by (i) failing to disclose to the Audit Committee or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements.  Directors are liable for damages and losses caused to us and our subsidiaries for violations of this duty of loyalty.  This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.

Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us.  Such acts include the alteration of financial statements and records.

Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by

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shareholders representing 5% or more of the capital stock of the company, and criminal actions may only be brought by the Mexican Ministry of Finance and Public Credit, after consulting with the CNBV.

As a safe harbor for directors, the Mexican Securities Law provides that the liabilities specified above will not be applicable if (i) the director acted in good faith and complies with applicable law and the bylaws; (ii) facts based upon information are provided by officers or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt; (iii) the director selects the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable; and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

In addition to the duty of care and duty of loyalty required by the Mexican Securities Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:

·negligence resulting in the loss of more than two-thirds of our capital stock and that results in our dissolution;

·bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil);

·breaching any of the duties set forth under our bylaws; and

·failure to report irregularities in the actions of former members of the Board of Directors.

The members of the Board of Directors are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws.

Information to Shareholders

The Mexican General Law on Business Corporations establishes that companies, acting through their boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

·a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects;

·a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information;

·a statement of the financial condition of the company at the end of the fiscal year;

·a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year;

·the notes that are required to complete or clarify the above mentioned information; and

·the report prepared by the Audit Committee with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors.

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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 indefinite.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions thereon at the relevant shareholders’ meeting.  A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction.  Any director who violates such provision will be liable to us for any resulting damages or losses.

Certain Differences between Mexican and U.S. Corporate Law

The Mexican General Law of Business Corporations and the Mexican Securities 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 Law requires that 25% of the directors of Mexican public companies be independent.  Pursuant to the rules and regulations of the NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.

Mergers, Consolidations and Similar Arrangements

A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approves 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 90 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.

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Anti-Takeover Provisions

Subject to the approval of the CNBV, the Mexican Securities Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s board of directors.

Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts.  Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:

·prior to the date of the transaction in which the shareholder became an interested shareholder, the board of directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

·upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers and employee stock plans; or

·at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at a shareholders’ meeting by at least 66 2/3% of the voting stock, which is not owned by the interested shareholder.

Shareholders’ Suits

As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us.  Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the new Mexican Securities Law.  Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012.  However, these rules and procedures are different and more limited than those in place in the United States.

Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law.  In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.

Shareholder Proposals

Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.

Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

Calling of Special Shareholders’ Meetings

Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee.  Any shareholder or group of shareholders with voting

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rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee call a shareholders’ meeting to discuss the matters indicated in the written request.  If the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting.  A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.

Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.

Cumulative Voting

Under Mexican law, cumulative voting for the election of directors is not permitted.

Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

Approval of Corporate Matters by Written Consent

Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote.  These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting.  The board of directors may also approve matters by unanimous written consent.

Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.

Amendment of Certificate of Incorporation

Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva).  However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below.  Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation), subsequent to a resolution of the board of directors proposing such amendment.

Amendment of Bylaws

Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting.  Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the resolutions be approved by a majority of the shares representing a company’s outstanding capital stock.  In addition, pursuant to our bylaws, the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.

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.

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Staggered Board of Directors

Mexican law does not permit companies to have a staggered board of directors, while Delaware law does permit corporations to have a staggered board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits.  See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.

We are a party to a participation agreement with SETA and the Ministry of Communications and Transportation that establishes the framework for several other agreements to which we are a party.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

We have entered into a technical assistance agreement with SETA providing for management and consulting services.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

Aeroinvest and SETA have entered into a voting rights agreement providing for bloc voting with respect to their shares of our capital stock.  See “Item 7.  Major Shareholders and Related-Party Transactions—Major Shareholders—Arrangements Relating to Aeroinvest.”

EXCHANGE CONTROLS

Mexico has had free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994.  There can be no assurance that the government will maintain its current foreign exchange policies.  See “Item 3.  Key Information—Exchange Rates.”

TAXATION

The following summary contains a description of the material anticipated U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase our Series B shares or ADSs.  In particular, the summary deals only with U.S. holders that will hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding voting shares, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and persons holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes.  In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder, or the Medicare tax on net investment income.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United

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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.  In addition, a “Treaty Country” is a jurisdiction that has a treaty that provides for the avoidance of double taxation in force with Mexico.  Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico 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, the definition of residency is highly technical, and residency results in several situations.  Generally an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico.  An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest.  An individual’s significant center of interest will be considered Mexico in the following circumstances, among other factors:  (i) when more than 50% of such person’s total yearly income originates in Mexico and (ii) when Mexico is the individual’s principal place of business.  Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico.  However, any determination of residence should take into account the particular situation or each person or legal entity.

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the beneficial owners of the Series B shares represented by those ADSs.

Taxation of Dividends

Mexican Tax Considerations

Dividends paid to non-Mexican holders and non-corporate Mexican holders with respect to our Series B shares and, as a consequence, with respect to ADSs, are subject to Mexican withholding tax at the rate of 10% on the gross amount of the dividend distributed.  This withholding tax may not apply to dividend distributions related to certain retained earnings for years prior to 2013.  Such 10% withholding tax will be remitted to the Mexican tax authorities as a definitive payment on behalf of the non-Mexican holders.

Non-Mexican holders that are residents of a Treaty Country may be entitled to a benefit under the provisions of the applicable treaty, such as a reduced tax rate; therefore, each non-Mexican holder should consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.  For Mexican tax purposes, in order to be entitled to the benefits of any tax treaty, non-Mexican holders must demonstrate that they are tax residents of the corresponding country by means of a tax residency certificate and comply with the procedural provisions set forth in the treaty and in the Mexican Income Tax Law.

U.S. Federal Income Tax Considerations

The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and will not be eligible for the dividends

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received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended.  To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs.  Distributions, which will be made in pesos, will be includible in the income of a U.S. holder in a U.S.-dollar amount calculated by reference to the exchange rate in effect on the date they are received by the depositary whether or not they are converted into U.S. dollars.  If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

Dividends generally will be treated as income from foreign sources for U.S. foreign tax credit limitation purposes.  A U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit for any Mexican withholding tax imposed with respect to the Series B shares or ADSs.  Additionally, a U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead be eligible to claim a deduction for U.S. federal income tax purposes in respect of such withheld tax, but only for a year in which such holder elects to do so for all creditable foreign income taxes.  The rules governing the foreign tax credit are complex and U.S. holders are urged to consult their own tax advisors in this regard.

Subject to certain exceptions for short-term and hedged positions, the U.S.-dollar amount of dividends received by an individual U.S. holder with respect to the ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.”  Dividends paid on the Series B shares or ADSs will be treated as qualified dividends if:  (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that has been approved for the purposes of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the years in which the dividend is paid, a passive foreign investment company (PFIC).  The income tax treaty between the United States and Mexico has been approved for the purposes of the qualified dividend rules.  Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2012 and 2013 taxable years.  In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2014 taxable year.

Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Non-corporate Mexican holders of shares are liable for income tax in Mexico with respect to income derived from sources for capital gains within the national territory when shares that are sold were issued by a Mexican resident entity.  The applicable withholding tax is 10% on the gross amount of the capital gains.

Non-Mexican holders are liable for income tax in Mexico with respect to income derived from sources of wealth located within the national territory.  The Mexican Income Tax Law locates the source of wealth for capital gains within the national territory when the shares that are sold were issued by a Mexican resident entity.

Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

The Mexican income taxation of the proceeds of a sale of our Series B shares or ADSs by a non-Mexican holder differs based on the jurisdiction of the holder, the method of effecting the sale, and a number of other factors.  The various outcomes are summarized as follows:

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Non-Mexican Holder Not Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is not resident of a Treaty Country will be subject to Mexican withholding tax at the rate of 10% on the gain realized on such sale if the transaction is carried out through the Mexican Stock Exchange or other recognized markets. According to the Mexican Income Tax Law, Mexican stock intermediaries participating in these transactions are obligated to apply the aforementioned withholding. There are no clear rules in those cases in which a non-Mexican intermediary is involved, thus the non-Mexican holder could be obliged to remit the corresponding income tax to the Mexican tax authorities directly.

Non-Mexican Holder Resident in Treaty Country

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is resident of a Treaty Country will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange, or any other recognized market, provided that certain requirements set forth by the Mexican Income Tax Law are complied with.  A letter stating that the non-Mexican holder is resident in a Treaty Country shall be provided to the financial intermediary obligated to apply the withholding.

Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including through ADSs) within the 12-month period preceding such sale or other disposition.

Sales Not Subject to the Reduced 10% Withholding Rate

For a non-Mexican holder that does not carry out the sale through an authorized stock exchange, the proceeds obtained from the sale or disposition of our Series B shares or ADSs will be subject to a 25% tax on the full sale price.  Under certain circumstances, and provided certain requirements set forth by the Mexican Income Tax Law are complied with, non-Mexican holders, alternatively, may pay a 35% tax on the gain obtained from the transaction.  This 25%/35% regime would also apply in the following cases: (i) sales of our Series B shares or ADSs that were acquired by the transferor outside of the Mexican Stock Exchange, or other recognized markets set forth in the Mexican Federal Tax Code; (ii) sales made by a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully-paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions; (iii) pre-negotiated trades executed through the facilities of the Mexican Stock Exchange; and (iv) trades of shares obtained as a result of our merger or spin-off, in certain cases.

In cases in which the 25%/35% regime is applicable, if the non-Mexican holder is a resident of a Treaty Country, a reduced withholding rate may be applicable if certain requirements are met according to the corresponding Treaty. Each holder is urged to consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs.  Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year.  Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain.  The deduction of a

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capital loss is subject to limitations for U.S. federal income tax purposes.  Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes.  Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes.  U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient.  There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-corporate (or other non-exempt) U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent.  Amounts withheld as backup withholding tax will be creditable against the U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished to the U.S. Internal Revenue Service.

DOCUMENTS ON DISPLAY

The materials included in this annual report on Form 20-F, and exhibits hereto, may be viewed at the SEC’s public reference room in Washington, D.C.  Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms.  The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us.  The reports and information statements and other information about us can also be downloaded from the SEC’s website.

A translation of this annual report on Form 20-F will be filed with the Mexican Stock Exchange and will be available for consultation through the Mexican Stock Exchange.

The person responsible of handling requests from investors and analysts on our behalf is our Chief Financial Officer, José Luis Guerrero Cortés, who can be reached at Torre Latitud, L501, Piso 5, Av. Lázaro Cárdenas 2225, Col. Valle Oriente, San Pedro Garza García, Nuevo León, Mexico, by telephone at +52 81 8625 4327 and by e-mail at jlguerrero@oma.aero.

Item 11.Quantitative and Qualitative Disclosures About Market Risk

See Note 21 to our audited consolidated financial statements for disclosures about market risk.

Item 12.Description of Securities Other Than Equity Securities

Not applicable.

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Item 12A.Debt Securities

Not applicable.

Item 12B.Warrants and Rights

Not applicable.

Item 12C.Other Securities

Not applicable.

Item 12D.American Depositary Shares

JPMorgan Chase Bank, N.A., serves as the depositary for our ADSs, and the address of its principal office is 1 Chase Manhattan Plaza, Floor 21, New York, New York.  ADS holders are required to pay various fees to the depositary.

The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly:

Service	Fee or Charge Amount	Payee
Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions	U.S.$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	JPMorgan Chase Bank, N.A.
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates	U.S.$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	JPMorgan Chase Bank, N.A.
Any cash distribution to ADS registered holders	U.S.$ 0.05 (or less) per ADS	JPMorgan Chase Bank, N.A.
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders	A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	JPMorgan Chase Bank, N.A.
Depositary services	U.S.$ 0.05 (or less) per ADS per calendar year	JPMorgan Chase Bank, N.A.
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares	U.S.$ 1.50 per ADR plus applicable registration or transfer fees	JPMorgan Chase Bank, N.A.
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)	Expenses of the depositary	JPMorgan Chase Bank, N.A.

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Service	Fee or Charge Amount	Payee
Converting foreign currency to U.S. dollars	Expenses of the depositary	JPMorgan Chase Bank, N.A.
Other fees, as necessary	Taxes and other governmental charges JPMorgan Chase Bank, N.A., or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	JPMorgan Chase Bank, N.A.
Other fees, as necessary	Any charges incurred by JPMorgan Chase Bank, N.A., or its agents for servicing the deposited securities	JPMorgan Chase Bank, N.A.

The depositary of our ADSs, JPMorgan Chase Bank, N.A., collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.  The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees.  For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry system accounts of participants acting for them.  The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

In December 2012, we changed our depositary from The Bank of New York Mellon to JPMorgan Chase Bank, N.A. The following table sets forth the amounts that we received in 2013, directly or indirectly, from JPMorgan Chase Bank N.A., as depositary of our ADSs:

Description	Amount
For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program-related expenses.	U.S.$ 0
For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program-related expenses.	U.S.$ 681,223.46

JPMorgan Chase Bank, N.A., as depositary of our ADSs, has agreed to reimburse us for expenses it incurs that are related to establishment and maintenance expenses of the ADS program.  The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees.  It has also agreed to reimburse us annually for certain investor relationship programs.  There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

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PART II

Item 13.Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.Controls and Procedures

(a)Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the design and operation of our disclosure controls and procedures as of December 31, 2013.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  Based upon our evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2013, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.  Our internal control over financial reporting includes those policies and procedures that:

1.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.  Under the supervision of our chief executive officer and chief financial officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2013.

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In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework (2004).

Based on our assessment and those criteria, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2013. Additionally, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, the independent registered public accounting firm that has audited our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting.

(c)Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

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

We have audited the internal control over financial reporting, of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that

195

the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2013 of the Company and our report dated April 24, 2014 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph related to the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in Note 3c.

Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu Limited

/s/ Sergio Vargas Vargas

C.P.C. Sergio Vargas Vargas
Mexico City, Mexico
April 24, 2014

(d)Changes in Internal Control over Financial Reporting

There has been no change in internal controls over financial reporting during 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16.[Reserved]

Item 16A.Audit Committee’s Financial Expert

Our Board of Directors has determined that Ms. Elsa Beatriz García Bojorges, a member of our Audit Committee, qualifies as an “audit committee financial expert” and as independent within the meaning of this Item 16A.  The shareholders’ meeting of April 10, 2014, ratified Ms. Elsa Beatriz García Bojorges as the independent director required by the Mexican Securities Law and applicable NASDAQ listing standards and as an “audit committee financial expert” within the meaning of this Item 16A.  See “Item 6.  Directors, Senior Management and Employees—Directors.”

Item 16B.Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended.  Our code of ethics applies to our Board of Directors, chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions as well as to our other officers and employees.  Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero.  If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

196

Item 16C.Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited (Deloitte), during the fiscal years ended December 31, 2012 and 2013:

	2012	2013
	(in thousands of pesos)
Audit fees	Ps. 9,469	Ps. 9,816
Tax fees	786	0
Total fees	Ps. 10,255	Ps. 9,816

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports, in addition to their internal control attestation report.

Tax fees in the above table are fees billed by Deloitte for tax compliance.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

Item 16D.Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate U.S.-dollar value) of shares that may yet be purchased under our plans and programs.

197

Shares Repurchased by Us Pursuant to the Share Repurchase Program

2013	(a)  Number of shares purchased (issued)	(b)  Average price paid or received per share in pesos	(c)  Total number of shares purchased as part of publicly announced plans or programs (issued)	(d)  Maximum number of shares that may yet be purchased under the plans or programs
January 1–31	0	0	0	N/A
February 1–28	0	0	0	N/A
March 1–31	0	0	0	N/A
April 1–30	0	0	0	N/A
May 1–31	0	0	0	N/A
June 1–30	0	0	0	N/A
July 1–31	0	0	0	N/A
August 1–31	0	0	0	N/A
September 1–30	0	0	0	N/A
October 1–31	150,000	43.90	150,000	N/A
November 1–30	320,528	42.54	320,528	N/A
December 1–31	97,782	44.87	97,782	N/A
Total	568,310		568,310

Shares Purchased by Aeroinvest

2013	(a) Number of shares purchased	(b)  Average price paid or received per share in pesos	(c)  Total number of shares purchased as part of publicly announced plans or programs	(d)  Maximum number of shares that may yet be purchased under the plans or programs
January 1–31	0	N/A	0	N/A
February 1–28	0	N/A	0	N/A
March 1–31	0	N/A	0	N/A
April 1–30	0	N/A	0	N/A
May 1–31	0	N/A	0	N/A
June 1–30	0	N/A	0	N/A
July 1–31	(69,000,000)	40.00	(69,000,000)	N/A
August 1–31	0	N/A	0	N/A
September 1–30	0	N/A	0	N/A
October 1–31	0	N/A	0	N/A
November 1–30	0	N/A	0	N/A
December 1–31	0	N/A	0	N/A
Total	0	N/A	0	N/A

Item 16F.  Change in Registrant’s Certifying Accountant

Not applicable

198

Item 16G.Corporate Governance

Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NASDAQ listing standards.  We are a Mexican corporation with shares listed on the Mexican Stock Exchange.  Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV.

On December 30, 2005, a new Mexican Securities Law was published in the Official Gazette of the Federation, which became effective on June 28, 2006.

The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.

NASDAQ Standards	Our Corporate Governance Practice
Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include us if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2).	Director Independence. Pursuant to the Mexican Securities Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies. Our bylaws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has 11 members, of which five are independent under the Mexican Securities Law and the Sarbanes-Oxley Act of 2002.
Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2).	Executive Sessions. Our non-management and independent directors are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required.
Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1).	Audit Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Audit Committee are not required to satisfy the NASDAQ independence and other

199

NASDAQ Standards	Our Corporate Governance Practice
	Audit Committee standards that are not prescribed by Rule 10A-3.
	The principal characteristics of our Audit Committee are as follows: ·Our Audit Committee is composed of four members, all of whom are members of our Board of Directors.
	·All of the members of our Audit Committee and the committee’s chairman are independent.
	·The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting.
	·Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws.
	·Our Audit Committee submits an annual report regarding its activities to our Board of Directors.
	·The duties of our Audit Committee include, among others, the following:
	·selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor; ·supervising our external auditors and analyzing their reports; ·analyzing and supervising the preparation of our financial statements; ·informing the board of our internal controls and their adequacy; ·requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in

200

NASDAQ Standards	Our Corporate Governance Practice
	the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law; ·informing the board of any irregularities that it may encounter; ·receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions; ·calling shareholders’ meetings; ·overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors; and ·providing an annual report to the Board.
Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2).	Corporate Practices, Finance, Planning and Sustainability Committee. Pursuant to the Mexican Securities Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Law requires that committees consist of at least three independent directors appointed by the board of directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent). Pursuant to our bylaws and the Mexican Securities Law, the duties of our Corporate Practices, Finance, Planning and Sustainability Committee include, among others, the following: (i)providing opinions to our Board of Directors; (ii)requesting and obtaining opinions from independent experts; (iii)calling shareholders’ meeting; and

201

NASDAQ Standards	Our Corporate Governance Practice
	(iv)assisting the board in the preparation of annual reports and other reporting obligations. The duties of our Corporate Practices, Finance, Planning and Sustainability Committee are, among others, the following:
	·evaluating the performance of relevant officers,
	·reviewing related-party transactions, and
	·determining the total compensation package of the chief executive officer.
Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c).	Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide from similar treatment of executives in comparable positions. No equity-compensation plans have been approved by our shareholders.
Shareholder Approval for Issuance of Securities. Issuances of securities (i) that will result in a change of control of the issuer, (ii) in connection with certain acquisitions of the stock or assets of another company, or (iii) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2).	Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities. Treasury stock, however, may be issued by the Board of Directors without shareholder approval.
Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.	Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees.
Conflicts of Interest. Appropriate review of all related-party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the board of directors of such transactions is required. Rule 5630(a-b).	Conflicts of Interest. In accordance with Mexican law and our bylaws, the Audit Committee must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Law, our Board of Directors and our Audit Committee are required to

202

NASDAQ Standards	Our Corporate Governance Practice
	establish certain guidelines regarding related-party transactions that do not require board approval.
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b).	Solicitation of Proxies. Under the Mexican Securities Law, we are obligated to make available proxy materials for meetings of shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs.
Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).	Peer Review. Under Mexican law, we must be audited by an independent public accountant that has received a “quality control review” as defined by the CNBV. Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte & Touche Tohmatsu, our independent auditor, is not subject to “peer review” as such term is defined in Marketplace Rule 4350(k).

Item 16H.Mine Safety Disclosures

Not applicable.

203

PART III

Item 17.Financial Statements

Not applicable.

Item 18.Financial Statements

Reference is made to pages F-1 through F-55 of this annual report.

Item 19.Exhibits

Documents filed as exhibits to this annual report:

Exhibit No.	Description
1.1*	An English translation of our Amended and Restated Bylaws (Estatutos Sociales) of GACN.
2.1	Deposit Agreement among GACN, the Bank of New York and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our amended registration statement on Form F-1/A (File No. 333-138710) filed on November 22, 2006) (effective through December 26, 2012).
2.2	Offering Supplement for GACN’s Ps. 1,300,000 thousand offering in 5-year peso-denominated notes (certificados bursátiles), issued July 15, 2011 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2011 filed on April 30, 2012).
2.3	Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511) filed on December 14, 2012) (effective as of December 27, 2012).
2.4*	Offering Supplement for GACN’s Ps. 1,500,000 thousand offering in 10-year peso-denominated notes (certificados bursátiles), issued March 25, 2013.
3.1	Trust Agreement among GACN, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnología Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
3.2	Amendment to the Trust Agreement among GACN, SETA, and Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
3.3	Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P.  Morgan Grupo Financiero, División Fiduciaria, English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006 filed on July 2, 2007).
4.1	Amended and Restated Monterrey Airport Concession Agreement and annexes thereto, English translation and a schedule highlighting the differences between this concession and GACN’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

II-1

Exhibit No.	Description
4.2	Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.3	Amendment to Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V. and Aéroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.4	Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.5	Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.6	Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of the Registrant and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.7	Termination Agreement in respect of the Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of GACN and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.8	Stock Purchase Agreement between the Mexican Federal Government through the Ministry of Communications and Transportation and SETA, with the appearance of Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., and the Mexican Federal Treasury, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
4.9	Lease Agreement among Aeropuerto Internacional de la Ciudad de México S.A. de C.V. and Consorcio Grupo Hotelero T2 S.A. de C.V. dated as of March 22, 2007 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2008 filed on June 11, 2009).
8.1	List of subsidiaries of GACN (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).
11.1	Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006, filed on July 2, 2007).
12.1*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

II-2

Exhibit No.	Description
12.2*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*	Certification of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith

II-3

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.
By:	/s/ José Luis Guerrero Cortés
	Name: José Luis Guerrero Cortés
	Title: Chief Financial Officer

Dated: April 25, 2014

*****

Grupo Aeroportuario del Centro

Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Financial Statements for

the Years Ended December 31, 2013,

2012 and 2011, and Report of

Independent Registered Public

Accounting Firm Dated April 24, 2014

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Report of Independent Registered Public Accounting

Firm and Financial Statements for the Years Ended

December 31, 2013, 2012 and 2011

Table of contents	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statements of Financial Position	F-2
Consolidated Statements of Income and Other Comprehensive Income	F-3
Consolidated Statements of Changes in Stockholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

Report of Independent Registered Public

Accounting Firm to the Board of Directors

and Stockholders of Grupo Aeroportuario

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

We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income and other comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries as of December 31, 2013 and 2012, and the results of their results of operations, changes in their stockholders’ equity and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Our audits also comprehended the translation of the Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 3c. The translation of the financial statement amounts into U.S. dollars and the translation of the financial statements into English have been made solely for the convenience of readers in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in the Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 24, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Sergio Vargas Vargas

C.P.C. Sergio Vargas Vargas

Mexico City, Mexico

April 24, 2014

F-1

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)

	Millions ofU.S. dollars			December 31,						Millions ofU.S. dollars				December 31,
	(Convenience Translation Note 3.c) December 31, 2013			2013			2012			(Convenience Translation Note 3.c) December 31, 2013				2013				2012
Current assets:									Current liabilities:
Cash and cash equivalents (Note 6)	$	117,412		Ps.	1,534,006		Ps.	1,152,433	Short-term debt (Note 14)	$		7,610		Ps.		99,421		Ps.		550,000
Customers, net (Note 7)	23,327			304,769			287,808		Current portion of long-term debt(Note 15)	2,571				33,588				33,068
Recoverable taxes	23,834			311,399			202,947		Current portion of major maintenanceprovision (Note 16)	20,768				271,344				145,577
Other current assets and prepaid expenses (Note 8)	9,702			126,764			53,227		Trade accounts payable (Note 12)	17,312				226,184				163,303
									Payable taxes and other accrued expenses (Note 13)	16,763				219,012				185,954
									Accounts payable to related parties (Note 25)	8,223				107,440				138,979
Current assets	174,275			2,276,938			1,696,415		Current liabilities	73,247				956,989				1,216,881
Non-current assets:									Non-current liabilities:
Property and equipment, net (Note 9)	165,766			2,165,766			2,150,327		Long-term debt (Note 15)	227,362				2,970,526				1,505,141
Investment in airport concessions – net (Note 10)	466,280			6,092,046			5,942,989		Major maintenance provision (Note 16)	27,345				357,262				417,729
Other assets, net	1,939			25,332			25,556		Guarantee deposits	3,318				43,352				33,090
									Labor obligations (Note 17)	6,314				82,497				70,321
Deferred income taxes (Note 19)	34,548			451,371			195,123		Deferred income taxes (Note 19)	15,571				203,433				351,292
									Non-current liabilities	279,910				3,657,070				2,377,573
									Total liabilities	353,157				4,614,059				3,594,454
									Contingencies and commitments (Note 20)
									Stockholders’ equity (Note 22):
									Contributed capital -
									Common stock	206,556				2,698,691				3,897,168
									Additional paid-in capital	2,280				29,786				29,786
										208,836				2,728,477				3,926,954
									Earned capital:
									Reserve for repurchase of shares	28,616				373,869				404,774
									Retained earnings	251,660				3,287,992				2,083,582
									Accumulated other comprehensive income	(761			)	(9,931			)	(7,923			)
										279,515				3,651,930				2,480,433
									Controlling interest	488,351				6,380,407				6,407,387
									Non-controlling interest	1,300				16,987				8,569
Non-current assets	668,533			8,734,515			8,313,995		Total stockholders’ equity	489,651				6,397,394				6,415,956
Total assets	$		842,808	Ps.		11,011,453	Ps.	10,010,410	Total liabilities and stockholders’ equity	$	842,808			Ps.	11,011,453			Ps.	10,010,410

The accompanying notes are an integral part of these consolidated financial statements.

F-2

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Income and Other Comprehensive Income

(Thousands of Mexican pesos, except per share data)

	Millions of U.S. dollars			Year ended December 31,
	(Convenience Translation Note 3.c) December 31, 2013			2013			2012			2011
Revenues:
Aeronautical services (Note 27)	$	173,657		Ps.	2,268,869		Ps.	2,130,663		Ps.	1,870,177
Non-aeronautical services (Note 27)	60,964			796,501			688,957			588,671
Construction services	26,994			352,688			321,718			330,863
Total revenues	261,615			3,418,058			3,141,338			2,789,711
Operating costs and expenses:
Cost of services, excluding depreciation and amortization below (Note 28)	55,516			725,329			656,217			603,900
Major maintenance provision (Note16)	20,143			263,167			164,208			165,683
Cost of construction	26,994			352,688			321,718			330,863
Administrative expenses	38,364			501,233			457,749			434,531
Right to use airport facilities	11,340			148,159			137,028			115,979
Technical assistance fees (Note 25)	5,101			66,643			67,365			55,150
Depreciation and amortization	15,402			201,226			186,803			165,088
Other income, net (Note 24)	(3,810		)	(49,782		)	(9,924		)	(751		)
Total operating costs and expenses	169,050			2,208,663			1,981,164			1,870,443
Operating income	92,565			1,209,395			1,160,174			919,268
Interest expense	(16,024		)	(209,359		)	(103,846		)	(98,431		)
Interest income	5,561			72,650			27,764			16,079
Exchange (loss) gain, net	(474		)	(6,198		)	23,168			(38,766		)
	(10,937		)	(142,907		)	(52,914		)	(121,118		)
Income before income taxes	81,628			1,066,488			1,107,260			798,150
Income tax (benefit) expense(Note 19)	(10,323		)	(134,876		)	288,172			182,070
Consolidated net income for the year	91,951			1,201,364			819,088			616,080
Items that will not be subsequently reclassified to income:
Actuarial losses on labor obligations	(218		)	(2,851		)	(11,313		)	-
Income tax relating to items that will not be subsequently reclassified to profit or loss (Note17 and 23)	65			843			3,390			-
Total other comprehensive loss	(153		)	(2,008		)	(7,923		)	-
Total comprehensive income for the year	$	91,798		Ps.	1,199,356		Ps.	811,165		Ps.	616,080
Consolidated net income attributable to:
Controlling interest	$	91,819		Ps.	1,199,636		Ps.	818,121		Ps.	615,823
Non-controlling interest	132			1,728			967			257
Consolidated net income for the year	$	91,951		Ps.	1,201,364		Ps.	819,088		Ps.	616,080
Total comprehensive income attributable to:
Controlling interest	$	91,666		Ps.	1,197,628		Ps.	810,198		Ps.	615,823
Non-controlling interest	132			1,728			967			257
Total comprehensive income for the year	$	91,798		Ps.	1,199,356		Ps.	811,165		Ps.	616,080
Basic earnings per share:
Controlling interest	$	0.2301		Ps.	3.0062		Ps.	2.0501		Ps.	1.5433
Weighted average shares outstanding				399,052,350			399,060,153			399,039,231

The accompanying notes are an integral part of these consolidated financial statements.

F-3

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Changes in Stockholders’ Equity

(Thousands of Mexican pesos except for share data (Note 22))

			Contributed capital								Earned capital						Accumulated
	Shares		Commonstock			Additionalpaid-incapital		Total contributed capital			Reserve for repurchaseof shares			Retainedearnings			other comprehensive income			Total earned capital			Controllinginterest			Non-controllinginterest		Total stockholders’equity
Balance at January 1, 2011	399,182,000		Ps.	4,399,590		Ps.	29,786	Ps.	4,429,376		Ps.	405,674		Ps.	1,033,640		Ps.	-		Ps.	1,439,314		Ps.	5,868,690		Ps.	7,320	Ps.	5,876,010
Dividends declared (Ps.1.00 per share)	-		-			-		-			-			(400,000		)	-			(400,000		)	(400,000		)	-		(400,000		)
Repurchase of shares	(333,300	)	(5,146		)	-		(5,146		)	(2,443		)	-			-			(2,443		)	(7,589		)	-		(7,589		)
Decrease in share repurchase reserve	-		-			-		-			(5,674		)	5,674			-			-			-			-		-
Consolidated comprehensive income	-		-			-		-			-			615,823			-			615,823			615,823			257		616,080
Balance at December 31, 2011	398,848,700		4,394,444			29,786		4,424,230			397,557			1,255,137			-			1,652,694			6,076,924			7,577		6,084,501
Decrease of capital stock (Ps.1.25 per share)	-		(500,000		)	-		(500,000		)	-			-			-			-			(500,000		)	-		(500,000		)
Sale of treasury shares, net	278,827		2,724			-		2,724			4,503			-			-			4,503			7,227			-		7,227
Increase in share repurchase reserve	-		-			-		-			2,714			(2,714		)	-			-			-			-		-
Cancellation of dividends over treasury shares	-		-			-		-			-			13,038			-			13,038			13,038			-		13,038
Increase in non-controlling interest	-		-			-		-			-			-			-			-			-			25		25
Consolidated comprehensive income	-		-			-		-			-			818,121			(7,923		)	810,198			810,198			967		811,165
Balance at December 31, 2012	399,127,527		3,897,168			29,786		3,926,954			404,774			2,083,582			(7,923		)	2,480,433			6,407,387			8,569		6,415,956
Decrease of capital stock (Ps.3.00 per share)	-		(1,200,000		)	-		(1,200,000		)	-			-			-			-			(1,200,000		)	-		(1,200,000		)
Repurchase of shares, net	(568,310	)	(3,832		)	-		(3,832		)	(20,776		)	-			-			(20,776		)	(24,608		)	-		(24,608		)
Transfer of cumulative adjustment to par value of shares	-		5,355			-		5,355			(5,355		)	-			-			(5,355		)	-			-		-
Decrease in share repurchase reserve	-		-			-		-			(4,774		)	4,774			-			-			-			-		-
Increase in non-controlling interest	-		-			-		-			-			-			-			-			-			6,690		6,690
Consolidated comprehensive income	-		-			-		-			-			1,199,636			(2,008		)	1,197,628			1,197,628			1,728		1,199,356
Balance at December 31, 2013	398,559,217		Ps.	2,698,691		Ps.	29,786	Ps.	2,728,477		Ps.	373,869		Ps.	3,287,992		Ps.	(9,931	)	Ps.	3,651,930		Ps.	6,380,407		Ps.	16,987	Ps.	6,397,394
			Contributed capital								Earned capital
	Shares		Commonstock			Additional paid-incapital		Total contributed capital			Reserve for repurchaseof shares			Retained earnings			Other comprehensive income			Total earnedcapital			Controlling interest			Non-controlling interest		Total stockholders’equity
Balance at December 31, 2012	399,127,527		$	298,286		$	2,280	$	300,566		$	30,981		$	159,476		$	(608	)	$	189,849		$	490,415		$	656	$	491,071
Decrease of capital stock (Ps.3.00 per share)	-		(91,847		)	-		(91,847		)	-			-			-			-			(91,847		)	-		(91,847		)
Repurchase of shares, net	(568,310	)	(293		)	-		(293		)	(1,590		)	-			-			(1,590		)	(1,883		)	-		(1,883		)
Transfer of cumulative adjustment to par value of shares	-		410			-		410			(410		)	-			-			(410		)	-			-		-
Decrease in share repurchase reserve	-		-			-		-			(365		)	365			-			-			-			-		-
Increase in non-controlling interest	-		-			-		-			-			-			-			-			-			512		512
Consolidated comprehensive income	-		-			-		-			-			91,819			(153		)	91,666			91,666			132		91,798
Balance at December 31, 2013	398,559,217		$	206,556		$	2,280	$	208,836		$	28,616		$	251,660		$	(761	)	$	279,515		$	488,351		$	1,300	$	489,651

The accompanying notes are an integral part of these consolidated financial statements.

F-4

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Cash Flows

(Thousands of Mexican pesos)

	Millions of U.S. dollars			Year ended December 31,
	(Convenience Translation Note 3.c) December 31, 2013			2013			2012			2011
Cash flows from operating activities:
Income before income taxes	$	81,628		Ps.	1,066,488		Ps.	1,107,260		Ps.	798,150
Adjustments for:
Depreciation and amortization	15,402			201,226			186,803			165,088
Major maintenance provision	20,143			263,167			164,208			165,683
Allowance for doubtful accounts	(285)			(3,727		)	(6,689		)	10,905
Gain on sale of property and equipment	(2,370)			(30,967		)	-			-
Interest income	(5,561)			(72,650		)	(27,764		)	(16,079		)
Interest expense	16,024			209,359			103,846			98,431
Unrealized exchange rate fluctuation	256			3,340			(18,313		)	34,018
	125,237			1,636,236			1,509,351			1,256,196
Customers	(1,013)			(13,234		)	66,121			(123,707		)
Recoverable taxes	(8,301)			(108,452		)	(30,997		)	(165,476		)
Other receivables	(3,579)			(46,759		)	(19,124		)	16,412
Trade accounts payable	3,216			42,014			3,896			56,245
Payable taxes and other accrued expenses	(10,222)			(133,557		)	(213,907		)	72,483
Income taxes paid	(21,102)			(275,701		)	(85,469		)	(148,341		)
Related parties, net	8,723			113,962			219,224			64,241
Major maintenance provision Payments	(17,516)			(228,849		)	(201,970		)	(316,922		)
Other long-term liabilities	1,499			19,586			13,288			38,013
Net cash provided by operating activities	76,942			1,005,246			1,260,413			749,144
Cash flows from investing activities:
Investment in property and equipment	(6,096)			(79,641		)	(56,895		)	(143,812		)
Other long term assets	(51)			(669		)	(2,520		)	-
Proceeds from sale of property and equipment	4,914			64,203			-			-
Insurance recovery on damaged equipment	1,502			19,628			-			-
Investment in airport concessions	(26,563)			(347,051		)	(362,233		)	(326,742		)
Interest received	5,561			72,650			27,764			16,079
Net cash used in investing activities	(20,733)			(270,880		)	(393,884		)	(454,475		)
Cash flows from financing activities:
Proceeds from long-term debt	191,158			2,497,524			885,689			1,540,861
Payments of long-term debt	(113,702		)	(1,485,538		)	(336,292		)	(1,119,638		)
Interest paid	(11,477		)	(149,949		)	(96,035		)	(98,431		)
Dividends paid	-			-			(198,344		)	(399,076		)
Decrease of capital stock	(91,611		)	(1,196,912		)	(500,000		)	-
(Repurchase) sale of shares, net	(1,883		)	(24,608		)	7,227			(7,589		)
Increase in non-controlling interest	512			6,690			25			-
Net cash used in financingActivities	(27,003		)	(352,793		)	(237,730		)	(83,873		)
Increase in cash and cash equivalents	29,206			381,573			628,799			210,796
Cash and cash equivalents at the beginning of period	88,206			1,152,433			523,634			312,838
Cash and cash equivalents at the end of period	$	117,412		Ps.	1,534,006		Ps.	1,152,433		Ps.	523,634
Non cash financing and investing activities which are not reflected in the consolidated statements of cash flow:
Property and equipment	$	1,711		Ps.	22,350		Ps.	10,208		Ps.	1,734
Investment in airport concessions	2,305			30,112			24,475			64,990
Dividends	-			-			-			211,383
Cancellation of dividends over treasury shares	-			-			13,038			-
Decrease of capital stock	236			3,088			-			-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

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

(Subsidiary of Aeroinvest, S. A. de C. V.)

Notes to Consolidated Financial Statements

For the years ended December 31, 2013, 2012 and 2011

(Thousands of Mexican pesos, except as otherwise indicated)

1.Nature of business

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V., (GACN or collectively with its subsidiaries, the Company), is a direct subsidiary of Aeroinvest, S. A. de C. V. (Aeroinvest), and Empresas ICA, S. A. B. de C. V. (EMICA), the ultimate parent company, is a holding company, whose subsidiaries are engaged in the administration, operation, and use of 13 airports under a concession granted by the Mexican Government through the Ministry of Communications and Transportation (SCT). The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company also generates revenue from hotel business services provided by NH T2 Hotel located in Terminal 2 of the Mexico City International Airport (AICM).

The address of the Company’s corporate office is Lázaro Cárdenas #2225 5th Floor, Valle Oriente, San Pedro Garza García, Nuevo León, Zip Code 66269.

2.Significant events

a.In December 2013, the Mexican Government enacted a package of tax reforms, which includes several significant changes to income tax laws, the most significant of which had an impact on the Company being the elimination of the Business Flat Tax (“IETU”) (see Note 19).

b.In July 2013, EMICA ceased the consolidation of GACN’s operations for tax purposes (see Note 19).

c.On March 26, 2013, GACN issued long-term debt securities of Ps.1,500,000, with a maturity of 10 years,  under a program registered with the Mexican Stock Exchange. The securities accrue semi-annual interest at an annual fixed rate of 6.47%. The total amount of the principal is due at maturity on March 14, 2023. The resources obtained were used to pay short-term loans, to finance capital investments included in the Master Development Programs (“MDP”) of the Company’s 13 airports, and for other strategic capital investments. The securities are guaranteed by the Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón, and Zihuatanejo airports, which individually or together, reach the minimum guarantee, which means that the EBITDA of such airports, when combined with the EBITDA of GACN, represent at least 80% of consolidated EBITDA.

d.The Company registered, with the Mexican Stock Exchange, a short-term debt security program of Ps.200,000 maturing in March 2015 under which on March 22, 2013, 28-day commercial paper of Ps.100,000 was issued at an interest rate of 4.17%. The resources from this issuance were used for working capital and general corporate purposes. The Company plans to continue to use this program on a revolving basis to meet its short-term cash flow needs as necessary.

e.At the General Stockholders’ Meeting held on August 23, 2013, the stockholders agreed to modify the long-term Securitized Certificates, dated July 15, 2011, for $1,300,000 which have a term of five years (“OMA11”). The new agreement dated December 23, 2013 modified clause 20, denominated Guarantee, to incorporate the guarantee provided by the Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón, and Zihuatanejo airports, which either individually will provide the minimum guarantee.  Accordingly, the EBITDA of the aforementioned joint guarantors, when added to that of GACN, represents at least 80% of the consolidated EBITDA.  Clause 21, denominated Obligations of the Issuer–Negative Covenants– 6.  Indebtedness, was also modified the circumstances in which subsidiaries of GACN may issue additional debt.

F-6

3.Basis of presentation and consolidation

a.Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including amendments and interpretations, as issued by the International Accounting Standards Board (“IASB”).

b.Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases.

i)Historical cost

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

ii)Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

·Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

·Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

·Level 3 inputs are unobservable inputs for the asset or liability.

c.Convenience translation

Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 2013 and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.13.0652 pesos per U.S. dollar, as published by Banco de Mexico, S.A. Such translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could, in the future, be converted into U.S. dollars at such rate or any other rate.

d.Reporting currency

The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented. Transactions in currencies other than the peso are recorded in accordance with established policies described in Note 4.b.

F-7

Consolidated statements of income and other comprehensive income

The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.

e.Principles of consolidation

The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:

·have power over the investee;

·are exposed, or have rights, to variable returns from involvement with the investee; and

·have the ability to use their power to affect their returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

·the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

·the percentage of participation of the voting rights held by the Company in relation to the percentage and dispersion of voting rights held by other holders.

·potential voting rights held by the Company, other vote holders or other parties;

·rights arising from other contractual arrangements; and

·any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

The income and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the stockholders’ equity section, and the consolidated statements of income and other comprehensive income.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

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4.Significant accounting policies

The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires management of the Company to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in Note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events.  However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.

The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended  December 31, 2013 are the same as those applied in the consolidated financial statements for 2012 and 2011, except for new standards and interpretations described in paragraph a) (i) included below, which were applicable to the Company and are effective beginning January 1, 2013.

a.Application of new and revised IFRS

i)Effective January 1, 2013, the Company adopted the following standards and interpretations:

–IFRS 10, Consolidated Financial Statements

–IFRS 12, Disclosure of Interests in Other Entities

–IFRS 13, Fair Value Measurement

IAS 19, Employee Benefits (as revised in 2011)

The impact of the application of these standards is set out below:

Impact of the application of IFRS 10

IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements and SIC-12 Consolidation - Special Purpose Entities. IFRS 10 changes the definition of control such that an investor has control over an investee when a) it has power over the investee; b) it is exposed, or has rights, to variable returns from its involvement with the investee and c) has the ability to use its power to affect its returns. All three of these criteria must be met for an investor to have control over an investee. Previously, control was defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Additional guidance has been included in IFRS 10 to explain when an investor has control over an investee. Some guidance included in IFRS 10 that deals with whether or not an investor that owns less than 50% of the voting rights in an investee has control over the investee is relevant to the Company.

The Company’s management made an assessment as at the date of initial application of IFRS 10 (i.e. January 1, 2013) on its investment in shares of its subsidiaries as to whether or not the Company has control over such investments.  In accordance with the new definition of control and the related guidance set out in IFRS 10, the Company has concluded that it has had control over its subsidiaries.

Impact of the application of IFRS 12

IFRS 12 is a new disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the application of IFRS 12 has resulted in more extensive disclosures in the consolidated financial statements (see Note 11).

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Impact of the application of IFRS 13

The Company has applied IFRS 13 for the first time in the current year. IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The scope of IFRS 13 is broad; the fair value measurement requirements of IFRS 13 apply to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and disclosures about fair value measurements, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are within the scope of IAS 17  Leases, and measurements that have some similarities to fair value but are not fair value (e.g. value in use for impairment assessment purposes).

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, IFRS 13 includes extensive disclosure requirements.

IFRS 13 requires prospective application from January 1, 2013. In addition, specific transitional provisions were given to entities such that they need not apply the disclosure requirements set out in the standard in comparative information provided for periods before the initial application of the standard. In accordance with these transitional provisions, the Company has not made any new disclosures required by IFRS 13 for the 2012 comparative period (see Note 21 for the 2013 disclosures). Other than the additional disclosures, the application of IFRS 13 has not had any material impact on the amounts recognized in the consolidated financial statements.

Impact of the application of IAS 19

In the current year, the Company has applied IAS 19 Employee Benefits (as revised in 2011) and the related consequential amendments for the first time. IAS 19 (as revised in 2011) changes the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. All actuarial gains and losses are recognized immediately through other comprehensive income in order for the net pension asset or liability recognized in the consolidated statement of financial position to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a “net interest” amount under IAS 19 (as revised in 2011), which is calculated by applying the discount rate to the net defined benefit liability or asset. In addition, IAS 19 (as revised in 2011) introduces certain changes in the presentation of the defined benefit cost including more extensive disclosures.

Specific transitional provisions are applicable to first-time application of IAS 19 (as revised in 2011).

These changes have not had material impact on the amounts recognized in the consolidated statements of income and other comprehensive income in prior years; therefore, the financial statements at December 31, 2012 were not restated on a retrospective basis and the adjustment was recognized in 2013.  Detail of the adjustment is provided below.

Effect not recognized on the statement of financial position as of December 31, 2012 as result of the implementation of IAS 19 (Revised 2011)

	Adjustment for IAS 19
Increase in labor obligations	Ps.	598
Decrease in deferred tax	(179		)
Decrease in retained earnings	Ps.	(419	)

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ii) The Company has not applied the following new and revised IFRS that have been issued but that are not effective until January 1, 2014 or at a later date:

–IFRS 9, Financial Instruments (2)

–Amendments to IFRS 9 and IFRS 7, Mandatory Effective Date of IFRS 9 and Transition Disclosures (2)

–Amendments to IFRS 10, IFRS 12 and IAS 27 (1)

–Amendments to IAS 32, Offsetting Financial Assets and Financial Liabilities (1)

1 Effective for annual periods beginning on or after 1 January 2014, with earlier application permitted.

2 Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted.

b.Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

c.Cash and cash equivalents

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

d.Property and equipment, net

Expenditures for property and equipment acquired are carried at acquisition cost.

Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property and equipment is calculated using the straight-line method over the useful life of the asset, taking into consideration the related asset’s residual value. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:

	Useful
	lives (years)
Buildings	20
Machinery and equipment	10
Furniture and office equipment	10
Transportation equipment	4
Computers	3.3

Financing costs incurred during the construction and installation of property and equipment are capitalized.

The depreciation of property and equipment is recorded in results. Land is not depreciated.

Disposal of assets

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset, and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

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Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the consequent write-off or derecognition of the assets replaced or renewed.

Construction in progress

Construction in progress is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the accounting policy of the Company. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

Subsequent costs

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

Assets held under finance leases are depreciated over their estimated useful lives on the same basis as owned assets.  However, when there is no reasonable certainty that ownership will be obtained by the end of the least term, assets are depreciated over the shorter of the lease term and their useful life.

e.Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Operating leasing

As lessor

Rental income from operating leases is recognized in accordance with the Note 4.q. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized in profit using the same criteria used for the recognition of lease income.

As lessee

Any payment or collection made upon execution of an operating lease is treated as an advanced payment or collection that is recognized in results over the lease term, as the benefits of the leased asset are received or transferred.

The costs and expenses arising under operating leases are recognized in results using the straight line method during the term of the lease. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

f.Guarantee deposits

Mainly attributable to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized within results if utilized by the Company.

g.Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

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Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

h.Investment in airport concessions

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to thirteen airports based on a concession granted by the Mexican Government through the SCT, and to use their facilities, for a 50 year term.

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the SCT to each airport concessions, plus improvements made to each individual concession since the time of grant.

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement.  Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

The Company classifies its concessioned assets as an intangible asset.  Subsequent improvements are recognized at acquisition or construction cost.

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset, and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

Investments in airport concessions are amortized on a straight line basis over the term of the concession which is 50 years or from the date of capitalization of additions or improvements considering the remaining term of the concession.

Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

The Company recognizes and measures contractual obligations for major maintenance of the infrastructure in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The estimated major maintenance costs are based on the master develop plan (MDP). The plan is required by the Mexican Government to maintain the concession in optimal operating condition, in accordance with the obligations specified by the grantor and to ensure the delivery of the related infrastructure in good operating use at the end of the term of the concession, ensuring that no additional significant maintenance costs will arise as a result of the reversion to the grantor.

Long-term maintenance provisions are presented at present value, with adjustments included in financing costs.

i.Goodwill

Goodwill arises from business combination and is recorded as an asset at date on that control is acquired (acquisition date). Goodwill is the excess of the consideration transferred over the fair value at the acquisition date of the identifiable assets acquired and liabilities assumed.

Goodwill is not amortized and is subject to impairment tests annually. Any impairment loss for goodwill is recognized directly in profit in the consolidated statement of income and other comprehensive income. The impairment loss recognized for goodwill purposes cannot be reversed at a later period.

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Upon the disposal a subsidiary, the amount attributable to goodwill is included in determining the gain or loss on disposal.

j.Impairment of tangible and intangible assets excluding goodwill

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any. Management considers that GACN, together with its 13 airport subsidiaries, can be considered an “independent cash generating unit”, as all formed part of the Central-North package included in the Mexican government’s original bidding process. In accordance with the terms established by the Mexican government, all of the Company’s 13 airports must be in operation, regardless of their individual results and are therefore evaluated for impairment on a consolidated basis. Considering the foregoing, the evaluation of the existence of impairment indicators was made, a result of which the Company concluded that no impairment indicators existed with respect to the airport concessions.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment subsequently reverses, the Company reverses a portion or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

k.Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets are classified into four categories, which in turn determine the form of recognition and valuation of financial assets and liabilities:

“Financial assets at fair value through profit or loss”, “investments held-to-maturity”, “financial assets available-for-sale” and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined by the administration of the Company upon initial recognition. The Company generally only has financial assets at fair value through profit or loss and loans and receivables.

In the consolidated statement of financial position, financial assets are classified into current and noncurrent, depending on whether their maturity is less than / equal to or greater than 12 months.

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Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading or it is designated fair value through results. A financial asset is classified as held for trading if:

·It has been acquired principally for the purpose of selling it in the near term; or

·On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

·It is a derivative (except those designated as hedging instruments or that is a financial guarantee).

Financial assets at fair value through profit of loss are recorded at fair value, recognizing in results any gain or loss arising from their remeasurement. The gain or loss recognized in results includes any dividend or interest earned from the financial asset and is recorded in interest expense or income in the consolidated statements of income and other comprehensive income.

Loans and receivables

Loans and receivables are non-derivative financial assets, that have fixed or determinable payments that are not quoted in an active market. After initial recognition, loans and receivables are measured at amortized cost using the effective interest method.

Amortized cost means the initial amount recognized for a financial asset or liability plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the amount at maturity, less any reduction (directly or through a reserve) for impairment or bad debt.

Impairment of financial assets

Financial assets other than financial assets at fair value through profit or loss are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For other financial assets, objective evidence of impairment could include:

· Significant financial difficulty of the issuer or counterparty; or

· Breach of contract, such as a default or delinquency in interest or principal payments; or

· It becoming probable that the borrower will enter into bankruptcy or financial reorganization; or

· The disappearance of an active market for that financial asset because of financial difficulties.

The carrying amount of the financial asset is reduced directly by the impairment loss, except for trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recorded in results. Changes in the carrying amount of the allowance account are recognized in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through results to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed the amortized cost if would not have recognized the impairment.

Derecognition of financial assets

On derecognition of a financial asset in its entirety, the difference between the asset´s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that

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had been recognized in other comprehensive income and accumulated in equity is recognized in results.

Financial liabilities

Financial liabilities are classified as financial liabilities at fair value through profit or loss, or other financial liabilities based on the substance of contractual arrangements.

Financial liabilities at fair value through profit or loss

A financial liability at fair value through profit or loss is a financial liability that is classified as held for trading or designated at fair value through profit or loss.

A financial liability is classified as held for trading if:

·It has been acquired principally for the purpose of repurchasing it in the near term; or

·On initial recognition it is part of a portfolio of identified financial instruments that are managed together for which there is evidence of a recent pattern of making short-term profits, or

·It is a derivative that accounting purposes does not comply with requirements to be designated as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at fair value through profit or loss upon initial recognition if:

·Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

·The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

·It forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract (asset or liability) to be designated as at fair value through profit or loss.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in results incorporates any interest paid on the financial liability and is included in effects of valuation of derivative financial instruments in the statement income and other comprehensive income.

Other financial liabilities

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

Effective interest method

The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or cost over the relevant period. The effective interest rate is the rate that exactly discounts future cash receivable or payable (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or (where appropriate) a shorter period, to the carrying amount of the financial asset or liability on its initial recognition. When calculating the effective interest rate, all cash flows must be estimated (for example, prepayment, call

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options “call” and the like) except for future credit losses. The calculation must include all commissions and payments or receipts between the parties to the financial instrument, including other premiums or discounts.

Offsetting of financial assets and liabilities

Offsetting of financial assets and liabilities in the consolidated statement of financial position only occurs for accounts receivable and payable arising in transactions that contractually, or by law, have established a right of setoff and for which the Company has the intention to pay a net amount or to realize the asset and pay the liability simultaneously.

l.Risk management policy

The Company is exposed to risks that are managed through the implementation of systems related to identification, measurement, limitation of concentration, and supervision. The basic principles defined by the Company in the establishment of its risk management policy are the following:

·Compliance with Corporate Governance Standards

·Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules and procedures of the Company

·Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks (see Note 21).

Risk management in the Company is mainly preventive and oriented to  medium- and long-term, risks taking into consideration the most probable scenarios of evolution of the variables affecting each risk.

m.Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

The main provision recognized by the Company is for major maintenance for its concession assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

Major maintenance provisions

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican government, in order to preserve the infrastructure in optimal working condition.  The estimated major maintenance costs are considered in the Company’s master develop plan (MDP), which is reviewed and updated every five years. Accordingly, the Company records a provision for its estimated maintenance costs, as usage of concession assets occur each year, based on the time from when the infrastructure under concession becomes available for use and through the date on which the maintenance and/or repair work is performed.  Such contractual obligations to maintain and restore the infrastructure of the Company’s airports is recognized as a provision in the consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period.  When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates. Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present

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value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions. In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date.  The Company’s major maintenance provisions increase over time as it incurs its obligation to restore the infrastructure of its airports, which deteriorate based on usage. At any reporting date, the best estimate of the expenditure required to settle the obligation in the future is proportional to the usage of the Company’s airport infrastructure, for example the number of airplanes that have used its airports’ runways. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

Contingencies and guarantees – Include provisions to cover the obligations arising from contractual and legal commitments, which mainly relate to certain construction contracts associated with the concession.

n.Reserve for repurchase of shares

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders authorize the maximum disbursement for the repurchase of shares.

Purchases and sales of treasury shares are recorded decreasing or increasing stockholders’ equity of the Company through the capital stock and through the reserve for the repurchase of shares account, based on the cost of reacquisition and replacement of such shares. Any gain or loss generated on the purchase or sale of the Company’s shares is recorded within the reserve account. Gains or losses arising from the purchase, sale, issue or cancellation of equity instruments of the Company are not recognized in results.

o.Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year and is the greater of regular income tax (“ISR”) or, through December 31, 2013, the Business Flat Tax (“IETU”). Taxable profit differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit.

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carryforwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. As a consequence of the 2014 Fiscal Reform, all deferred IETU was eliminated.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

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Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the MPD and the maximum rates for the period 2011-2015 approved by the SCT.

Current and deferred taxes are recognized as income or expense in profit or loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other stockholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.

Assets and deferred tax liabilities are offset when exists a legal right to offset assets with liabilities and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

p.Employee benefits from retirement, termination and statutory employee profit sharing

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Certain subsidiaries are subject to payment of statutory employee profit sharing, which it is determined based on the Income Tax Law, and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

·Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)

·Net interest expense or income

·Remeasurement

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.

q.Revenue recognition

Revenues are recognized when it is likely that the Company will receive the economic benefits associated with the transaction. Revenue is measured at the fair value of the consideration received or

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receivable and represents the amounts receivable for goods and services provided in the normal course of activities. Revenue is reduced for discounts and incentives provided to customers as well as other similar allowances.

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

Aeronautical services

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the SCT, which establishes a maximum rate for such aeronautical and complementary services provided at each airport.  Such revenues are recognized when the related services are rendered.

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see Note 27).

Non-aeronautical services

Consist mainly of the leasing of commercial spaces in airport terminals, revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports.  Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (NCPI)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher. The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

Leasing revenues

The Company’s policy for recognition of revenue from operating leases is described in subparagraph e) of this note (the Company as lessor).

Hotel services

Revenues are recognized when the services are rendered.

Construction services and costs of improvements to concession assets

Under IFRS Interpretations Committee (“IFRIC”) Interpretation 12 (“IFRIC 12”), Service Concession Arrangements, the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the MDP. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the MDP, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services. The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the MDP, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent, because the Company does not obtain any profit margin for the construction, and the costs incurred are paid at market prices.

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r.Basic and diluted earnings per share

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares.

5.Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in Note 4, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

a.Critical judgments in applying accounting policies

The following are the critical judgments, apart from those involving estimations (see paragraph b), performed by management throughout the process of applying the accounting policies of the Company and that have the most significant effect on the amounts recognized in the consolidated financial statements.

·Until December, 2012, for the determination of deferred taxes, the Company conducted calculations which involved projections of future taxable income for period over which deferred taxes will reverse, in order to establish whether it was expected to pay IETU or ISR in those years for purposes of determining the basis of the deferred income tax.

·The evaluation of control in investments in subsidiaries (see Note 11).

·Defined benefit obligations are discounted at a rate referenced to Mexican government bonds.  Judgment is applied in determining the criteria of the bonds to be included in the population of government bonds from which to determine the discount rate.

·The Company is subject to transactions or contingent events over which professional judgment is exercised in developing estimates of probability of occurrence of probable outflows associated with adverse outcomes.  The factors considered in these estimates are the legal merits of the case, as substantiated by the opinion of the Company’s legal advisors.

b.Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the following financial year:

·In order to estimate doubtful accounts receivable, among other elements, the Company considers the credit risk derived from the customer’s financial position and any significant collection delays based on historical experience (see Note 7).

·The long-lived intangible assets of the Company correspond to concessions granted by the Mexican Government. The Company reviews and determines the possibility of impairment to intangible assets.

·The Company reviews the estimated useful lives and residual values of property and equipment at the end of each annual period. Based on the detailed analysis, Company management makes modifications in the useful lives of certain property and equipment. The level of uncertainty

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associated with estimates of useful lives is related to changes in market conditions in which the tangible assets are used as of a result in changes in demand, prices, or traffic volumes.

·Management prepares estimates to determine and recognize the provision necessary for the maintenance and repair of concessioned assets, which affects the results of the periods in which the infrastructure under concession becomes available for use and through the date on which the maintenance and/or repair work is performed.  Estimates are also determined with respect to the calculation of the present value of the long-term maintenance provision and the related discount rate (see Note 16).

·Estimates are utilized in determining future projections of taxable income for purposes of the evaluation of the recoverability of deferred income tax assets and tax on assets (IMPAC) (see Note 19).

·Estimates are determined with respect to the inputs used for actuarial calculations related to the Company’s employee benefit plans (see Note 17).

Although these estimates were made based on the best information available at December 31, 2013, it is possible that events may take place in the future that will require their modification (increases or decreases) in subsequent years, which such modification would be made prospectively in the Company’s  consolidated financial statements.

6.Cash and cash equivalents

Cash and cash equivalents at each period end as shown in the statement of financial position and statement of cash flows are composed as follows:

	December 31,
	2013		2012
Cash	Ps.	88,606	Ps.	42,788
Cash equivalents:
Bank paper	1,043,953		841,099
Commercial paper	315,695		224,606
Investment in market funds	85,752		43,940
Total cash and equivalents	Ps.	1,534,006	Ps.	1,152,433

7.Customers

a.At December 31, 2013 and 2012, the balance of customers is as follows:

	December 31,
	2013			2012
Customers	Ps.	489,921		Ps.	477,812
Allowance for doubtful accounts	(185,152		)	(190,004		)
	Ps.	304,769		Ps.	287,808

Customer receivables disclosed above are classified as loans and receivables and are therefore measured at amortized cost.

Customers represents principally the passenger charges (“TUA” for is acronym in Spanish) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These are collected by airlines and subsequently delivered to the Company. As of December 31, 2013 and 2012, amounts receivable for passenger charges amounted to Ps.356,093 and Ps.350,165, respectively.

The Company’s Management considers the carrying amount of accounts receivable represents its fair value. There is no interest charged on current accounts receivable.  At December 31, 2013 and 2012, the Company recognized an allowance for doubtful accounts of Ps.185,152 and Ps. 190,004,

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determined based on the experience of counterparty default and an analysis of their current financial position.

The management of accounts receivable and the determination of the need for a reserve are carried out by each individual entity that forms part of the consolidated financial statements, as each entity has more thorough knowledge of the financial situation and relationship with each of its customers. However, in each of the Company’s lines of business, certain guidelines exist regarding specific characteristics that each customer must possess depending on the nature of the line of business.

Accounts receivable to customers include amounts that are past due at the end of the reporting period (see analysis below for aging), but for which the Company has not recognized any allowance for bad debts since there has been no significant change in credit quality and the amounts are still considered recoverable. The Company does not maintain any collateral or other credit enhancement on those balances, nor does it have the legal right of offset against any amount owed by the Company to the counterparty.

Following is a percentage of the main customers that compose the accounts receivable as well as the revenues generated by significant customers, which may represent a potential concentration of credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.

	December 31,
	2013	2012
Accounts receivable:	%	%
Aerolitoral, S. A. de C. V.	16.44	13.84
Compañía Mexicana de Aviación, S.A. de C.V., Aerovías Caribe, S.A. de C.V. and Mexicana Inter, S.A. de C.V. (1)	29.8	30.53
Aerovías de Mexico, S. A. de C. V.	9.74	7.33

(1)  At December 31, 2013 and 2012, the balance owed from this client was fully reserved, in an amount of $145,880.

	Year ended December 31,
	2013	2012
Revenues by client:	%	%
Aerolitoral, S. A. de C. V.	15.05	14.70
Aeroenlaces Nacionales, S. A. de C. V.	13.40	13.59
ABC Aerolíneas, S. A. de C. V.	12.31	12.43
Aerovías de Mexico, S. A. de C. V.	9.66	9.45
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.	6.47	6.02

b.The changes in the allowance for doubtful accounts are as follows:

	December 31,
	2013			2012			2011
Beginning balance	Ps.	190,004		Ps.	227,216		Ps.	216,545
Charged or credits to cost of services during the year	(3,727		)	(6,689		)	10,905
Application of the reserve for uncollected accounts	(1,125		)	(30,523		)	(234		)
Ending balance	Ps.	185,152		Ps.	190,004		Ps.	227,216

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c.Aging of trade accountants receivable past due but not impaired:

	December 31,
	2013		2012
1-120 days	Ps.	34,844	Ps.	53,594
121- 360 days	14,572		34,854
Total	Ps.	49,416	Ps.	88,448

8.Other current assets and prepaid expenses

Other current assets is comprised as follows:

	December 31,
	2013		2012
Prepaid expenses	Ps.	6,526	Ps.	7,223
Advances to contractors	50,033		19,557
Advances to suppliers	26,593		12,892
Insurance recovery	31,932		-
Guarantee deposits	6,472		6,091
Others	5,208		7,464
	Ps.	126,764	Ps.	53,227

9.Property and equipment, net

Property and equipment consist of the following:

	December 31,
	2013		2012
Cost :
Land (see Note 10)	Ps.	1,715,636	Ps.	1,747,416
Buildings	261,469		274,198
Machinery and equipment	82,208		42,810
Furniture and office equipment	63,310		59,584
Transportation equipment	14,331		15,091
Computers	10,067		11,228
Construction in-process	18,745		-
	Ps.	2,165,766	Ps.	2,150,327

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Cost	Land			Buildings		Machinery and equipment			Furniture and office equipment			Transportation equipment			Computers			Construction in- process		Total
Balances at January 1, 2012	Ps.	1,747,038		Ps.	324,414	Ps.	12,935		Ps.	105,136		Ps.	11,904		Ps.	33,914		Ps.	-	Ps.	2,235,341
Additions	378			-		33,692			14,611			10,083			9,128			-		67,892
Disposals	-			-		-			(4		)	(1,445		)	(180		)	-		(1,629		)
Others	-			-		-			(726		)	-			(168		)	-		(894		)
Balance at December 31, 2012	1,747,416			324,414		46,627			119,017			20,542			42,694			-		2,300,710
Additions	-			3,551		44,879			15,113			4,455			5,040			18,745		91,783
Disposals	(31,780		)	-		-			-			(732		)	(326		)	-		(32,838		)
Others	-			-		(569		)	(8,365		)	-			(2,291		)	-		(11,225		)
Balance at December 31, 2013	Ps.	1,715,636		Ps.	327,965	Ps.	90,937		Ps.	125,765		Ps.	24,265		Ps.	45,117		Ps.	18,745	Ps.	2,348,430

Accumulated depreciation	Land		Buildings			Machinery and equipment			Furniture and office equipment			Transportation equipment			Computers			Construction in- process		Total
Balances at January 1, 2012	Ps.	-	Ps.	(34,040	)	Ps.	(1,815	)	Ps.	(49,961	)	Ps.	(4,497	)	Ps.	(26,578	)	Ps.	-	Ps.	(116,891	)
Disposals	-		-			-			(99		)	1,682			46			-		1,629
Depreciation expense	-		(16,176		)	(2,002		)	(10,020		)	(2,636		)	(5,086		)	-		(35,920		)
Others	-		-			-			647			-			152			-		799
Balance at December 31, 2012	-		(50,216		)	(3,817		)	(59,433		)	(5,451		)	(31,466		)	-		(150,383		)
Disposals	-		-			-			-			500			293			-		793
Depreciation expense	-		(16,280		)	(4,912		)	(10,768		)	(4,983		)	(6,165		)	-		(43,108		)
Others	-		-			-			7,746			-			2,288			-		10,034
Balance at December 31, 2013	Ps.	-	Ps.	(66,496	)	Ps.	(8,729	)	Ps.	(62,455	)	Ps.	(9,934	)	Ps.	(35,050	)	Ps.	-	Ps.	(182,664	)

10.Investment in airport concessions

The Company has concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in central and northern regions of the country. Each concession is for 50 years from November 1, 1998. The term of each of the Company’s concessions may be extended by the SCT under certain circumstances for a period not exceeding 50 years. As operators of thirteen airports the Company earns revenues from airlines, passengers, and other users for using the airport facilities. The Company also earns revenues for commercial activities carried out at the airports, such as leasing of space to restaurants and other shops.

Each airport concession agreement contains the following terms and basic conditions:

a.The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its five year period MDP, and to provide airport, complementary and commercial services.

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b.The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the SCT.

c.The concessionaire must pay a concession tax for the right to use airport facilities (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

d.Aeropuertos y Servicios Auxiliares (ASA) has the exclusive right to supply fuel at the concessionaire’s airports.

e.The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

f.The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Airports Law and in the concession title. 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.

g.The SCT may modify concession terms and conditions that regulate the Company’s operations.

Investment in airport concessions include: improvements in concessioned assets, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.

As of December 31, 2013 and 2012, the net carrying amounts of the airport concessions, the right to use airport facilities and improvements on concessioned assets are as follows:

	December 31,
	2013			2012
Projects completed and in operation:
Airport concessions	Ps.	605,643		Ps.	605,643
Right to use airport facilities	3,356,761			3,356,761
Improvements in concessioned assets	3,595,710			3,291,983
Accumulated amortization	(1,466,068		)	(1,311,398		)
	Ps.	6,092,046		Ps.	5,942,989

The changes in investment in concessions were as follows:

	December 31,
	2013			2012
Investment in airport concessions
Beginning balance	Ps.	7,254,387		Ps.	6,932,669
Improvements to concessioned assets	352,688			321,718
Decrease	(48,961		)	—
Ending balance	7,558,114			7,254,387
Amortization of airport concessions:
Beginning balance	(1,311,398		)	(1,162,980		)
Improvements to concessioned assets	(157,225		)	(148,418		)
Decrease	2,555			—
Ending balance	(1,466,068		)	(1,311,398		)
Net investment in airport concessions	Ps.	6,092,046		Ps.	5,942,989

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Master Development Plan (MDP) – The Company is obligated to carry out maintenance, improvements to concession assets and acquire fixed assets according to the MDP. The MDP for the 2011-2015 is Ps.2,745,214 based on December 2009 values, and Ps.3,135,444 based on December 2013 values, updated using the National Producer Price Index (NPPI) excluding oil, according with the concession contract. At December 31, 2013, the remaining amount which will be invested by the Company is Ps. 1,551,979 and is expected to be carried out as follows:

Year	Amount
2014	Ps.	1,179,867
2015	372,112
Total	Ps.	1,551,979

Improvements made at the Company’s expense to airport facilities may be recognized by the Mexican Bureau of Civil Aviation (Dirección General de Aviación Civil, or “DGAC”) as part of the Company’s investment in the airport concession. The cost of airport improvements recognized by the DGAC that form part of the Company’s investment in the concession are “recovered” by the Company in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the DGAC.

In 2009, the Company paid Ps. 1,159,613 to acquire land strategically located adjacent to the Monterrey airport to allow for the airport’s future growth, including the construction of a second runway, which the Company intends to complete in the future. The acquired land is classified in the Company’s financial statements for the year ended December 31, 2013 and 2012 as land owned by the Company at its acquisition value, presented as a fixed asset. The Company is negotiating the recognition of the cost of the investment made in this land with the DGAG, to enable the latter to recognize the land acquired within the framework of the future investments in the concession of the Monterrey Airport as part of the MDP required for such Airport, not as a fixed asset owned by the Company.

The DGAC authorized the incorporation of $386,538, of the land acquired, to substitute investments included in the MDP of the Monterrey Airport for the period from 2013 to 2015.  Of the $386,538 already authorized by the DGAC as part of the investments in concession, $121,701 was authorized as an investment in the year 2013, $138,486 was authorized as an investment in concession in the year 2014, and $126,351 in 2015. An additional amount of $77,306 was authorized by the DGAC through an extraordinary review of the maximum rate in the year 2011. The Company is still negotiating with the DGAC the recognition as an investment in concession of the remainder of the cost of the land acquired for the amount of $695,769. All the amounts included in this disclosure are expressed in pesos of December 31, 2009. The current amounts, when recognized by the DGAC as part of the investment in concession, will be adjusted based on the NCPI.

The land acquired by the Company is its sole properties and is classified in the consolidated statement of financial position under the heading of properties and equipment. The land will continue to be classified under this heading until the negotiations with the DGAC have concluded. If the DGAC recognizes the land as part of the investment in concession, it is estimated that the properties will be transferred to the Mexican government; accordingly, at the time of such recognition the Company will eliminate the asset and recognize an addition for the same amount to the investment in airport concessions (intangible assets).

It is expected that if approved by the DGAC, the substitution of the MDP authorized by the DGAC will be performed according to the following schedule (based on pesos as of December 31, 2013):

Year	Amount
2013	Ps.	139,000
2014	158,171
2015	144,311
	Ps.	441,482

The Company has pledged baggage screening equipment, included within improvements to concessioned assets, as a guarantee for bank loans that the Company has with Private Export Funding Corporation, with a

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carrying value of Ps. 328,577 as of December 31, 2013. The Company is not authorized to use this equipment as a guarantee for other loans, nor sell them to another entity (see Note 15).

11.Composition of GACN

a.lnformation about the composition of GACN at the end of the reporting period is as follows; all subsidiaries reside and carry out their operations in Mexico:

	Place of	Number of
	incorporation	subsidiaries
Principal activity	and operation
		December 31,
		2013	2012
Airports	Mexico	13	13
Hotels	Mexico	2	1
Services	Mexico	8	8
		23	22

b.  The consolidated subsidiaries are as follows:

Name of subsidiary	Ownership Percentage
	2013	2012
Airport services
Aeropuerto de Monterrey, S. A. de C. V.	100%	100%
Aeropuerto de Acapulco, S. A. de C. V.	100%	100%
Aeropuerto de Mazatlán, S. A. de C. V.	100%	100%
Aeropuerto de Zihuatanejo, S. A. de C. V.	100%	100%
Aeropuerto de Culiacán , S. A. de C. V.	100%	100%
Aeropuerto de Ciudad Juárez, S. A. de C. V.	100%	100%
Aeropuerto de Chihuahua , S. A. de C. V.	100%	100%
Aeropuerto de Torreón , S. A. de C. V.	100%	100%
Aeropuerto de Durango, S. A. de C. V.	100%	100%
Aeropuerto de Tampico, S. A. de C. V.	100%	100%
Aeropuerto de Reynosa, S. A. de C. V.	100%	100%
Aeropuerto de Zacatecas, S. A. de C. V.	100%	100%
Aeropuerto de San Luis Potosí, S. A. de C. V.	100%	100%
Services and hotel business
Operadora de Aeropuertos del Centro Norte, S. A. de C. V.	100%	100%
Servicios Aeroportuarios del Centro Norte, S. A. de C. V.	100%	100%
Servicios Aero Especializados del Centro Norte, S. A. de C. V.	100%	100%
OMA Logística, S. A. de C. V. (1)	100%	100%
Holding Consorcio Grupo Hotelero T2, S. A.de C. V. (2)	100%	100%

(1)This subsidiary holds a 51% investment in OMA VYNMSA Aero Park Industrial, S. A. de C. V. (from November 2012) and an 85% investment in Consorcio Hotelero Aeropuerto de Monterrey S.A.P.I. de C.V. (from June 2013), constituting the non-controlling interests of the Company.

(2)This entity provides services to hotels and includes its subsidiaries: Servicios Complementarios del Centro Norte, S.A. de C.V. and Servicios Corporativos Terminal T2, holding 100% of the shares, and Consorcio Grupo Hotelero T2, S.A. de C.V. holding 90% of the shares.

The Company has the majority of voting power at meetings of shareholders of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies.

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12.Trade accounts payable

Trade accounts payable consist of the following:

	December 31,
	2013		2012
Suppliers	Ps.	88,966	Ps.	69,968
Contractors	68,968		74,790
Other accounts payable	61,148		10,414
Statutory employee profit sharing	7,102		8,131
	Ps.	226,184	Ps.	163,303

13.Payable taxes and other accrued expenses

Payable taxes and other accrued expenses is comprised of the following:

	December 31,
	2013		2012
Provisions	Ps.	129,070	Ps.	98,924
Taxes payable	53,622		85,790
Accrued interest	36,320		1,240
	Ps.	219,012	Ps.	185,954

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14.Short-term debt

a.Short-term debt at December 31, 2013 and 2012:

	December 31,
	2013		2012
Unsecured line of credit with HSBC Bank for Ps.500,000, accruing monthly interest at a 28-day Mexican Interbank Equilibrium (“TIIE”) rate plus 1.00 percentage points, with revolving payments of principal. At December 31, 2012, the interest rate was 5.85%. Borrowings were liquidated with resources of the debt certificates, see Note 15.	Ps.	-	Ps.	200,000
Unsecured revolving loan with Banamex Bank, accruing monthly interest at a 28-day TIIE rate plus 1.00 percentage point, with revolving payments of principal. At December 31, 2012, the interest rate was 5.86%. Borrowings were liquidated with resources of the debt certificates, see Note 15.	-		250,000
Unsecured line of credit with Banco del Bajío of Ps.400,000, accruing monthly interest at a 28-day TIIE rate plus 1.50 percentage points, with revolving payments of principal. At December 31, 2012, the interest rate was 6.35%. Borrowings were liquidated with resources of the debt certificates, see Note 15.	-		100,000
Short- term debt certificates for Ps.200,000, maturing in March 2015, with revolving issues maturing over different terms, accruing interest at a rate determined for each issue. At December 31, 2013 the interest rate was 3.72%. (1)	99,421		-
	Ps.	99,421	Ps.	550,000

(1)The short-term debt certificates program does not contemplate any affirmative or negative covenants with which the Company must comply.

At December 31, 2013, the Company has lines of credit available for short-term issuances for Ps.1,150,000. Additionally, the Company has the ability to issue Ps.100,000 under its short-term debt certificates program.

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15.Long-term debt

	December 31,
	2013		2012
Unsecured debt certificates issued in the Mexican market on July 15, 2011, of  Ps.1,300,000, accruing interest at a variable 28-day TIIE rate plus 70 basis points, for a 5-year term maturing on July 8, 2016. The certificates are guaranteed by nine of the 13 airports whose sum of their EBITDA, complies with a minimum guarantee of 80% of consolidated EBITDA. As of December 31, 2013 and 2012, the interest rate is 4.50% and 5.55%, respectively.	Ps.	1,300,000	Ps.	1,300,000
Debt certificates issued in the Mexican market on March 26, 2013, for Ps.1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the thirteen airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA.	1,500,000		-
Unsecured lines of credit with Private Export Funding Corporation (PEFCO) in 2012 for $20,385 thousand U.S. dollars, maturing on December 21, 2021. Baggage screening equipment is pledged to secure the loan. The loan accrues interest at a 3-month London Interbank Offered (“Libor”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2013 and 2012, the rate was 1.50% and 1.61%, respectively.	187,436		209,622
Unsecured line of credit with UPS Capital Business Credit (supported by Ex-Im Bank) of $4,463 thousand U.S. dollars. As of December 31, 2013 and 2012, the balance is $2,000 and $2,620 thousand U.S. dollars, respectively. Baggage screening equipment is pledged to secure the loan. The loan bears interest at a 3-month Libor rate plus 0.95 percentage points, with quarterly payments of principal and maturing on August 1, 2017. As of December 31, 2013 and 2012, the rate was 1.19% and 1.31%, respectively.	26,127		33,695
	3,013,563		1,543,317
Less:
Financing commissions and issuance costs, net	(9,449)		(5,108		)
Total debt	3,004,114		1,538,209
Current portion	(33,588)		(33,068		)
Long-term debt	Ps.	2,970,526	Ps.	1,505,141

The scheduled maturities of long-term debt as of December 31, 2013 are as follows:

	2015		2016		2017		2018		2019 and thereafter		Total
Maturities	Ps.	33,588	Ps.	1,333,588	Ps.	27,304	Ps.	25,485	Ps.	1,560,010	Ps.	2,979,975	(1)

(1)  Long-term debt before fees and financing costs.

F-31

As of December 31, 2013, the Company does not have any long-term lines of credit available for withdrawal.

Long-term debt includes certain covenants that restrict the ability to incur additional indebtedness, issue guarantees and sell fixed assets, as well as requires the compliance of tax payments. As of December 31, 2013, the Company was in compliance with such covenants.

16.Major maintenance provision

The Company has the obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements.

This provision is recognized in accordance with IAS 37 and IFRIC 12.  A portion is recorded as short-term and the remainder as long-term depending on the period in which the Company expects to perform the major maintenance activities.

As of December 31, 2013 and 2012, the composition and changes of the major maintenance provision of the Company is as follows.  Additions represent additional maintenance obligations as a result of usage of the asset during the year, considering when the asset was placed into use and when the major maintenance is schedule to occur; provisions used represents major maintenance activities carried out during the year.

	December 31,				Provisions used		December 31, 2013
	2012		Additions				Short-term		Long-term
Major maintenance of concession assets	Ps.	563,306	Ps.	294,149(1)	Ps.	(228,849)	Ps.	271,344	Ps.	357,262

	December 31,				Provisions used		December 31, 2012
	2011		Additions				Short-term		Long-term
Major maintenance of concession assets	Ps.	601,068	Ps.	164,208	Ps.	(201,970)	Ps.	145,577	Ps.	417,729

	December 31,				Provisions used		December 31, 2011
	2010		Additions				Short-term		Long-term
Major maintenance of concession assets	Ps.	752,307	Ps.	165,683	Ps.	(316,922)	Ps.	164,374	Ps.	436,694

a.Includes Ps.30,982 of unwinding of the discount to present value for the year ended December 31, 2013.

17.Retirement benefit plans

The liability for employees, which derives from the pension plan, seniority premiums and payments at the end of employment to employees upon retirement, are determined based on actuarial computations made by external actuaries, using the projected unit credit method. Seniority premiums consist of a single payment equal to 12 day’s salary for each year of service based on the employee’s most recent salary, but without exceeding twice the current minimum wage established by law.

During 2012, the pension plan was further modified, establishing an early retirement from age 60 for all employees with a least 10 years of service with the Company.

F-32

The Mexican plans normally, expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

Interest risk	The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to high quality corporate bond yields. This rate is obtained from a company dedicated to providing updated prices for the valuation of financial instruments, as well as comprehensive calculation, reporting, analysis, and risks related to these prices, and that is regulated by the National Banking and Securities Commission. Selection of the discount rate considers the average period over which benefits would be payable the benefits and not the maturity of the bond, which means that the discount rate will depend on the expected flow of benefit payments from plan; a decrease in the bond interest rate will increase the plan liability.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

There is no further retirement benefit plans for these employees

The most recent actuarial valuation of the defined benefit obligation were carried out at December 31, 2013 by Mercer, which employs actuaries certified by the Colegio Nacional de Actuarios de México. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The principal assumptions used for the purposes of the actuarial valuations were as follows:

	December 31,
	2013	2012	2011
Discount rate	7.50%	6.50%	7.75%
Expected rate of salary increase	5.5%	5.5%	5.5%
Average longevity at retirement age for current pensioners (years)	15	14	13
Inflation	4.0%	4.0%	4.0%

F-33

Amounts recognized in comprehensive income in respect of these defined benefit plans are as follows:

	Year ended December 31,
	2013		2012		2011
Service cost:
Current service cost	Ps.	6,575	Ps.	5,310	Ps.	4,863
Net interest expense	4,338		3,891		3,338
Components of defined benefit costs recognized in profit or loss	10,913		9,201		8,201
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in financial assumptions	(3,985)		11,313		-
Actuarial gains and losses arising from experience adjustments	6,837		-		-
Components of defined benefit costs recognized in other comprehensive income	2,852		11,313		-
Total	Ps.	13,765	Ps.	20,514	Ps.	8,201

The current service cost and the net interest expense for 2013, 2012 and 2011 are included in the employee benefits expense in profit or loss and in other comprehensive income.

The remeasurement of the net defined benefit liability is included in other comprehensive income.

The amount included in the consolidated statement of financial position arising from the entity’s obligation in respect of its defined benefit plans is as follows:

	December 31,
	2013		2012
Present value of funded defined benefit obligation	Ps.	82,497	Ps.	70,321
Fair value of plan assets	-		-
Net liability arising from defined benefit obligation	Ps.	82,497	Ps.	70,321

Movements in the present value of the defined benefit obligation in the current year were as follows:

	Year ended December 31,
	2013		2012
Present value of defined benefit obligation as of January 1	Ps.	70,321	Ps.	52,896
Current service cost	6,575		5,310
Interest cost	4,338		3,891
Remeasurement (gains)/losses:
Transfers of employees	(106)		-
Actuarial gains and losses arising from changes in financial assumptions	(3,985)		11,313
Actuarial gains and losses arising from experience adjustments	6,837		-
Benefits paid	(1,483)		(3,089)
Present value of defined benefit obligation as of December 31	PS.	82,497	PS.	70,321

F-34

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

·If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by Ps.78,745 (increase by Ps.86,593).

·lf the expected salary growth increases (decreases) by 50 basis points, the defined benefit obligation would increase by Ps.86,252 (decrease by Ps.79,033).

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the statement of financial position.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

There has been no change in the process used by the Company to manage its risks from prior periods.

The average duration of the benefit obligation at December 31, 2013 is 12 years (2012:13 years).

18.Leases

Operating leases

Mainly related to leases entered into by the Company, which are based on the following:

As lessee

a.In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V.  As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City Airport for a period of 20 years, to construct, prepare and operate a hotel, and manage commercial areas at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (MGI) of Ps.18,453 annually as rent, plus a royalty of the 18% of the hotel’s revenue. The MGI will be adjusted on an annual basis using the NCPI.

b.The Company entered into a lease agreement with HSBC, S.A. Multiple Banking Institution, Grupo Financiero HSBC, Trust Division (HSBC) for floor space at its corporate headquarters for a lease term of 66 months, starting from October 1, 2011. A monthly minimum rent of Ps.474 was established. The rent will be adjusted annually based on the NCPI with a 3% minimum increase.

Payments recognized as cost and expense:

	Year ended December 31,
	2013		2012		2011
Costs and leasing expenses	Ps.	39,343	Ps.	33,274	Ps.	29,728

F-35

As of December 31, 2013 and 2012, future minimum lease payments are as follows:

	December 31,
	2013		2012
Less than one year	Ps.	32,333	Ps.	30,034
Greater than 1 year and less than 5 years	88,635		116,818
Greater than 5 years	246,530		237,940
Total	Ps.	367,498	Ps.	384,792

As lessor

c.    Revenues from operating leases

Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly rent plus a percentage of monthly income of the tenant. At December 31, 2013 and 2012, the committed future rents are as follows:

	December 31,
	2013		2012
Less than one year	Ps.	345,808	Ps.	406,682
Greater than 1 year and less than 5 years	367,443		494,997
Greater than 5 years	129,624		97,762
Total	Ps.	842,875	Ps.	999,441

Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2013, 2012 and 2011 were Ps.73,823, Ps.72,258 and Ps.67,838 , respectively.

Revenues from operating leases are disclosed in Note 27.

19.Income taxes

ISR- The rate was 30% for the years 2013 and 2012, and according with to the new 2014 ISR Law (Law 2014), will remain 30% for 2014 and thereafter.

IETU — Beginning in 2014, IETU was eliminated.  Therefore, through December 31, 2013 this tax was calculated on a tax base in which income and deductions, as well as certain tax credits, were determined, based in cash flows of each fiscal year. Consequently the Company cancelled deferred IETU, including any IETU tax credits that were previously available to offset IETU expense.  The elimination of deferred IETU resulted in the elimination of a deferred tax liability of approximately Ps. 337,317, contributing significantly to the net income tax benefit in 2013.

Until December 31, 2013, the current income tax was the greater between the income tax and the flat tax.

From 2008, the Asset Tax (IMPAC) Law was repealed, however, under certain circumstances, IMPAC paid in the ten years prior to the year in which ISR is paid, may be recovered, according to the terms of the law.

GACN began to consolidate its tax result as of fiscal year 2003, as established in the Mexican Income Tax Law (“LISR”) in effect in that year, within the tax results of EMICA.

In July 2013, EMICA carried out a public offering to small investors through Aeroinvest to sell part of its shareholding in GACN. Under the assumptions established in the LISR in effect in 2013, such transaction represented the reduction of its shareholding in GACN.  Consequently, EMICA had to remove GACN from its tax consolidation regime.

F-36

a.Consolidated statements of income and other comprehensive income:

	Year ended December 31,
	2013			2012		2011
Current:
ISR	Ps.	267,928		Ps.	245,885	Ps.	201,263
IETU	460			5,553		11,544
Recoverable tax on assets	(67,193		)	-		-
Deferred	(336,071		)	36,734		(30,737		)
(Benefit) expense for income taxes	Ps.	(134,876	)	Ps.	288,172	Ps.	182,070

b.As of December 31, 2013 and 2012, the main items comprising the balance of the deferred ISR asset and liability are:

	December 31,
	2013			2012
Liabilities:
Provisions, allowances and labor obligations	Ps.	79,543		Ps.	85,773
Investments in airport concessions, property and equipment	(420,873		)	(570,682		)
Tax loss carryforwards	70,704			109,795
Recoverable tax on assets	67,193			-
IETU credits	-			23,822
Total liabilities	Ps.	(203,433	)	Ps.	(351,292	)
Assets:
Provisions, allowances and labor obligations	207,391			127,930
Investments in airport concessions, property and equipment	(372,270		)	(361,662		)
Tax loss carryforwards	616,250			366,947
IETU credits	-			61,908
Total assets	Ps.	451,371		Ps.	195,123
Net deferred ISR asset (liability)	Ps.	247,938		Ps.	(156,169	)

c.The changes in deferred tax during the year are as follows:

	December 31,
	2013			2012
Beginning deferred tax liability balance	Ps.	(156,169	)	Ps.	(122,825	)
Deferred ISR in results	336,071			(36,734		)
Recoverable tax on assets	67,193			-
Income tax effects recognized in other comprehensive income	843			3,390
Ending deferred tax asset (liability) balance	Ps.	247,938		Ps.	(156,169	)

F-37

d.The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows:

	Year ended December 31,
	2013		2012		2011
Statutory rate	30.00	%	30.00	%	30.00	%
Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.	(8.50	)	(4.28	)	(5.74	)
Effects of the 2014 fiscal reform, including changes in tax rates and elimination of IETU	(31.60	)	-		-
Change in estimate of recoverable IMPAC	(6.30	)	-		-
Change in unrecognized deferred income tax on assets	2.70		5.03		-
Others	1.10		(4.72	)	(1.45	)
Effective rate	(12.60	)%	26.03	%	22.81	%

e.Each airport concession has received approval from the Secretaría de Hacienda y Crédito Público to carryforward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession.  As of December 31, 2013 and 2012, there were unrecognized tax assets associated with the Company’s tax loss carryforwards for Ps. 75,377 and Ps. 289,814, respectively. As of December 31, 2013, the amounts and expiration dates of the tax losses restated for inflation, are as follows:

Year of	Tax loss
Origin	carryforwards
1999	Ps.	13,618
2000	111,336
2001	375,880
2002	515,712
2003	590,174
2004	517,205
2005	59,573
2006	86,725
2007	85,893
2008	42,371
2009	5,018
2010	476
2011	44,426
2012	56,499
2013	36,195
	Ps.	2,541,101

f.Total recoverable IMPAC as of December 31, 2013 amounts to $190,538, which can be recovered upon the satisfaction of certain conditions.  At December 31, 2013, the Company recognized a deferred income tax asset of $67,193, as it expects to comply with the conditions to recover that amount.

F-38

g.The balances of stockholders’ equity tax accounts at December 31, 2013 and 2012, are as follows:

	December 31,
	2013		2012
Contributed capital account	Ps.	5,763,501	Ps.	6,709,320
Net consolidated tax profit account	388,140		-
Total	Ps.	6,151,641	Ps.	6,709,320

20.Contingencies and commitments

As of December 31, 2013, the subsidiaries are involved in the following lawsuits which have yet to be resolved:

a.A lawsuit against the Airport of Ciudad Juárez, filed on November 15, 1995, seeking damages for a plot of land (204 ha) where the Ciudad Juárez International Airport is located, because it is considered that the land was incorrectly transferred to the Mexican Government. The plaintiff seeks payment of US$120 million because the land cannot be recovered due to its use as the site for an airport.

As part of the lawsuit, the claims of the plaintiff have been challenged by the Company based on the legitimacy of the ownership derived from the concession title granted by the SCT.

Furthermore, the SCT was called to appear to defend the interests of the Federal Government. As a result of the appearance by the SCT in 2011, it was determined that the lawsuit could be heard at the federal level. However, after the Federal Court denied that it was competent to hear the lawsuit, a conflict arose which has been resolved by the Circuit Court of Appeals, through a ruling issued on January 13, 2013 that the judge who must hear the lawsuit is at the state or local level, rather than federal.  The lawsuit is still under way at this time.

At the date of the financial statements the contingency remains in effect due to the continuing lawsuit because no final verdict has been issued to resolve such proceeding, and the SCT has already been called to appear. If the ruling goes against the Company, it believes that the economic effects of the lawsuit will be the obligation of the Federal Government, as established in the Concession Title and given that the title of the land is held with the Mexican Government and not with the Ciudad Juarez Airport, for which reason the Company has not recorded any provision in this regard.

b.In December 2011, the Local Tax Audit Administration of the Tax Administration Service (SAT) of Acapulco conducted a fresh on-site visit to the Acapulco Airport (ACA), after which it issued a new ruling and assessed an unpaid tax liability Ps.27,876 for the year 2006, as the base taxable profit for the distribution of profits and the application of 10% of the amount for profit sharing.  A motion for reconsideration was filed against this ruling, which confirmed the ruling challenged and assessed a new unpaid tax liability for income tax and additional government charges of Ps.15,946, as well as profit sharing of Ps.2,787. An action for annulment was filed against this latest ruling with the Federal Tax Court, which remains under way and no verdict has yet been issued.  The Company believes that ACA has sufficient elements to obtain a favorable outcome because the ruling challenged has no legal or factual basis to assess the liabilities challenged, for which reason the Company expects a favorable result for the Company.

c.On February 9, 2012 the Apodaca office of the Mexican Social Security Institute (IMSS) assessed an unpaid tax liability on the Monterrey Airport (MTY) for the period from January 1, 2007 to December 31, 2010, in the amount of Ps.28,300, alleging unpaid Social Security fees. MTY filed a motion for reconsideration against this unpaid liability with the IMSS, which in a ruling of May 23, 2012 confirmed the liability assessed against MTY. On August 20, 2012 MTY filed a proceeding for annulment against this ruling with the Federal Tax Court. This lawsuit has yet to be resolved and the settlement of the unpaid tax liability has been secured with the IMSS by providing collateral. The Company believes that MTY has sufficient elements to obtain a favorable verdict, because the ruling challenged has no legal or factual basis to assess the liabilities challenged.

F-39

d.At the Reynosa Airport (REX) an action for annulment was filed against the ruling on the motion for reconsideration, which confirmed the assessment of the unpaid tax liability for income tax of the year 2007 and additional government charges for Ps.1,217, together with employee profit sharing for Ps.195. The lawsuit has yet to be resolved and collateral has been granted for the unpaid tax liability with the SAT. The Company believes that REX has sufficient elements to obtain a favorable result because the ruling challenged has no legal or factual grounds to enable the authority to assess the liabilities challenged.

e.Real estate tax. This refers to different lawsuits and/or proceedings filed against different subsidiaries for nonpayment of the tax, in which the courts have ruled for the Company, based on the primary consideration that the respective real estate properties constitute publicly-owned assets and, therefore, are exempt from the payment of the tax; notwithstanding, at the date of this report, the following lawsuits are still in effect:

1.Reynosa Airport (REX) -There is an action for annulment challenging the demand for payment of Ps.117,654, without specifying the period of the debt. An action for annulment was filed against such demand, which has yet to be resolved.

In November 2011 and August 2012, the Municipality of Reynosa, Tamaulipas again demanded payment of the tax from REX for Ps.127,312 and Ps.1,119, respectively.  Actions for annulment were filed against this payment request, which have yet to be resolved.

2.Zihuatanejo Airport (ZIH) - In the month of October 2012, the Municipal Treasurer of Zihuatanejo de Azueta of the State of Guerrero, demanded the payment of Ps.2,178 from ZIH, to cover a debt for real estate tax, fines and enforcement expenses for the period from the second to the sixth bi-monthly periods of 2004 and from the first to the sixth bi-monthly periods of 2005.

An action for annulment was filed against this payment request with the Tax Court of the State of Guerrero. In October 2012 the Municipal Coordinator of Finances of Zihuatanejo de Azueta, Guerrero, assessed and again demanded from ZIH the payment of Ps.2,855 for real estate tax, surcharges and enforcement expenses, from the period from the first bi-monthly period of 2007 to the fifth bi-monthly period of 2012 as well as a fine for alleged nonpayment of the real estate tax from the first bi-monthly period of 2007 until the fifth bi-monthly period of 2012, for Ps.865, apart from Ps.57 for enforcement expenses. A new action for annulment was filed against this payment request with the Tax Court of the State of Guerrero.

As of the date of the financial statements, this contingency remains due to the fact that the trial is ongoing and pending resolution, and there is a precedent of an unfavorable ruling on April 17, 1997, when the Mexican Airport and Auxiliary Services Agency was managing the airport. The Company is hopeful that the court will change its criteria or that the applicable legislation will be modified, however a provision has been recognized for $1,269.

3.Ciudad Juárez Airport (CJS) - In May 2013, the Treasurer of the Municipality of Juárez, requested the payment of Ps.1,861from CJS, for a debt in which real estate tax is assessed for fiscal year 2013, presumably owed by CJS, and which consists of different debts for real estate tax derived from the third bi-monthly period of 1998, and fiscal years 1999 through 2012. A lawsuit was filed to challenge the payment request and as yet no final verdict has been issued.

f.Purchase and sale of land- Ordinary civil lawsuit filed against the Monterrey Airport (MTY) (as purchaser), DIAV, S. A. de C. V. (as vendor) and officials engaged in land purchase and sale transaction, in which a third party claims to be the owner of part of the real estate acquired by MTY. The compensation claimed derives from a comprehensive lawsuit of ownership and alleges the legal nonexistence of purchase and sale documents, and claims the real estate property which it presumably owns, and the nonexistence of the public instruments for the purchase and sale of real property, the legal and physical restoration of the land demanded, together with any appropriate improvements and rights.

The contingency is not quantified in the lawsuit. At the date of the financial statements, the contingency remains in effect because no final ruling has been issued in the lawsuit, in which the company that sold the land has already appeared to give evidence. The Company does not believe that an unfavorable outcome is probable.  Additionally, if the court rules against MTY, the Company believes that the economic effect of the lawsuit will be the obligation of the company that sold the land (DIAV, S.A. de C.V.), for which reason MTY has not recorded any provision in this regard.

F-40

g.Amparo lawsuits related to the requests for municipal licenses:

Torreón

As a result of an inspection order executed on July 16, 2012 and the request for municipal licenses for businesses (lessees) of the Airport, and to obtain the operating license of commercial premises and commercial licenses with the authorities of the municipality of Torreón, the municipal authority ordered and carried out the closing down of the commercial premises at the Airport located in the concourse and promotional advertisements inside and outside, but did not at the same time make such request for licenses to the airport as the holder of the airport concession.

The airport filed an amparo lawsuit against these acts, challenging the illegal nature of the closure and the request for the licenses, and obtained the definitive suspension of the lawsuit so that the closure seals were removed and the commercial operation of the airport could continue. In December 2013 a ruling was issued in the lawsuit, granting court relief to the airport at the federal level, and instructing the authorities to invalidate the municipal proceedings because they have no powers to demand licenses inasmuch as the airport is an exclusively federal facility. The authorities challenged the federal verdict and the lawsuit is still being heard by the Appeals Court.

Monterrey

On November 19, 2013, the Apodaca municipality executed the inspection order and closed the commercial premises located in the Monterrey Airport (Strip mall, gas station and industrial park) because they did not have multiple licenses for ground use and/or construction and/or building.

An amparo lawsuit was filed against these acts challenging the closing down and unconstitutionality of the municipal rules applied; the lawsuit was admitted and the court granted a provisional suspension so that the municipal authorities could remove the closure seals and enable the businesses to continue operations.

Furthermore, the municipality notified the airport in a different official ruling that «after a detailed analysis of the acts challenged, it had detected flaws in them», for which reason it invalidated the closure actions.

Even though the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again. If there is a new official request from the municipality, the lawsuit filed will be expanded and the issue of unconstitutionality will be considered in the lawsuit under way.

Company counsel believes that proceedings hat remain in process will be resolved favorably for the Company without any adverse economic impact to the financial position of the Company.

21.Risk management

a.Significant accounting policies

The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in Note 4.

F-41

b.Categories of financial instruments and risk management policies

The main categories of financial instruments are:

		December 31,
		2013		2012
Financial assets	Classification of risk
Cash and cash equivalents	Credit and interest rate	Ps.	1,534,006	Ps.	1,152,433
Customers	Credit	304,769		287,808
Other receivables	Credit	126,764		53,227

		December 31,
Financial liabilities	Classification of risk	2013		2012
Short-term debt	Interest rate and Liquidity	Ps.	99,421	Ps.	550,000
Long-term debt	Interest rate and Liquidity	3,004,114		1,538,209
Trade accounts payable	Liquidity	226,184		163,303
Accrued expenses	Liquidity	219,012		185,954
Accounts payable to related parties	Liquidity	107,440		138,979

Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks includes market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.

Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.

c.Market risk

Interest rate risk management – This risk principally stems from changes in the future cash flows of debt entered into at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.

The risk is also managed by the Company through maintaining an appropriate combination of fixed rate loans and variable rate loans. As of December 31, 2013, the Company had an approximate Ps.3,013,563 in outstanding debt, of which 50% has a fixed interest rate and 50% a variable interest rate.

The contracted credit lines have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in the 28-day TIIE rate and the 3-month Libor rate.

The Company manages this risk monitoring constantly the changes of such interest rates. In recent years, the 28-day TIIE and 3-month LIBOR have decreased. The 28-day TIIE was at its historical low in November 2013 (3.7765%) while the 3-month LIBOR was at its historic low in November 2013 (0.2359%). Therefore, the Company has not entered into hedging instruments to hedge the risk of a rise in such interest rates. In the future, if the behavior of the referenced rates established in its debt instruments changes and trends upwards, the Company may decide to enter into hedging instruments.

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Analysis of interest-rate sensitivity– The following sensitivity analyses are based on the assumption of an adverse change in basis points, in the amounts indicated, applicable to each category of variable rate financial liability. These sensitivity analyses cover all the debt of the Company. The Company determines its sensitivity analyses by applying the hypothetical interest rate to its outstanding debt.

As of December 31, 2013, 2012 and 2011, the Company maintained a long-term debt balance of Ps.3,013,563, Ps. 1,543,317 and Ps. 1,557,125, respectively, which generated interest expense at a variable rate (see Notes 14 and 15 which discloses the outstanding balances, contractual interest rates and maturities of the Company’s financial instruments). The accrued interest at the end of 2013, 2012 and 2011 for this debt was Ps. 143,836,  Ps. 95,184 and Ps. 93,735, respectively.

If the 28-day TIIE and 3-month LIBOR would have increased by 10%, accrued interest expense would have been Ps. 158,220, Ps. 104,702 and Ps. 101,374 in 2013, 2012 and 2011, respectively.  The increase was determined for the long term debt in U.S. dollars using the exchange rate for each year. (Ps 13.0652 for 2013, Ps.12.8609 for 2012 and Ps. 13.9922 for 2011).

Foreign exchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.

An appreciation of the Mexican peso against the U.S. dollar would reduce the dollar-denominated revenues and the Company’s obligations under dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s dollar-denominated revenues and obligations under debt agreements when expressed in pesos.

A severe devaluation or appreciation of the Mexican peso could also result in an interruption in the international currency markets and could limit the ability to transfer or convert pesos to U.S. dollars and other currencies in order to make timely payments of interest and principal on the related obligations expressed in U.S. dollars or in other currencies.

Historically, a significant portion of the revenues generated by our airports (mainly derived from TUA charged to international passengers) are denominated in dollars or linked to dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. The 13.41%, 14.04% and 11.5% of consolidated revenues (excluding construction services revenues) of the Company were from TUA of international passengers in 2013, 2012 and 2011, respectively. Substantially all other revenues of the Company are denominated in pesos. Based on an appreciation of 10% of the peso against the dollar, the Company believes that its revenues would have decreased by $41,282, $ 39,595 and $ 32,169 in 2013, 2012 and 2011, respectively.

Foreign currency sensitivity analysis -   The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.

Based on an unfavorable change of 10% of the peso against the dollar, the Company estimates that at December 31, 2013 and 2012 the value of its receivables and debt for $18,605 and $19,629 thousands of U.S. dollars, would have resulted in an estimated exchange loss of approximately $3,807 and $4,016, respectively.

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The carrying values of monetary assets and liabilities denominated in foreign currency at the end of the reporting period are as follows (amounts in thousands):

	Liabilities				Assets
	December 31,				December 31,
Currency	2013		2012		2013	2012
U.S. dollars	(22,709	)	(23,221	)	4,104	3,592

The transactions in thousands of U.S. dollars for the years ended, December 31, 2013 and 2012, were as follows:

	Year ended December 31,
	2013		2012
Technical assistance	US$	5,101	US$	5,935
Insurance	2,199		1,478
Purchase of machinery and maintenance	5,398		5,678
Professional services, fees and subscriptions	2,614		153
Others	3,503		3,260

Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:

	December 31, 2013		December 31, 2012
	FIX		Buy		Sell
US dollar exchange rate
Interbank	Ps.	13.0652	Ps.	12.8409	Ps.	12.8609

As of April 24, 2014, the issuance date of financial statements, the interbank FIX rate was Ps.13.1010.

d.Credit Risk

Credit risk management – Credit risk refers to the risk whereby one of the parties default on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers. The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recover is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.

The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in Note 7.

The Company only does transactions with solvent parties and with those that have the best possible risk rating. The Company’s credit exposure is reviewed and approved by senior management committees. The credit risk derived from cash and cash equivalents is limited because counterparties are banks with high credit ratings assigned by credit bureaus. The financial instruments which potentially expose the Company to credit risks are primarily composed by customers and other receivables.

The customers balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established three credit options 30, 45 and 60 days. These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalty interests and/or a legal collection process. For both credit customers and cash customers, there are established

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guarantees, which may include the following: Trust, deposit, letter of credit, liquid credit, mortgage and collateral.

As of December 31, 2013 and 2012, the Company had Ps.185,152 and Ps.190,004 as an allowance for doubtful accounts related with accounts receivables from customers. The failure of not recovering the money from this type of claim would not have a material adverse impact on the liquidity and financial condition of the Company.

The Company considers that the other receivables do not cause significant concentrations of credit risk.

e.Liquidity risk

Liquidity risk management – This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in Note 15 and the short-term financing of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management. This Committee has established appropriate liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in Note 14, the Company has available credit lines for working capital.

The following table shows the remaining contractual maturities of the Company’s financial liabilities. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company must make payments. The table includes projected interest cash flows such as disbursements required for the financial debt included in the consolidated statement of financial position. As interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.

As of December 31, 2013		2014		2015-2017		2018-2020		After 2021		Total
Short-term debt		Ps.	99,421	Ps.	-	Ps.		Ps.	-	Ps.	99,421
Long-term debt		33,588		1,394,560		76,536		1,508,879		3,013,563
Interest (1)		163,291		424,250		302,970		216,603		1,107,114
Trade accounts payable		226,184		-		-		-		226,184
Accrued expenses		219,012		-		-		-		219,012
Accounts payable with related parties		107,440		-		-		-		107,440
	Total	Ps.	848,936	Ps.	1,818,810	Ps.	379,506	Ps.	1,725,482	Ps.	4,772,734

(1)  Projected interest was based on TIIE and LIBOR and assuming an exchange rate of Ps.13.0652 per U.S.$1.00.

The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period.

The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.

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f.Financial instruments at fair value

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.

	December 31,
	2013
Financial liabilities:	Carrying amount		Fair value
Long-term bank loans	Ps.	3,013,563	Ps.	3,068,455

	Hierarchy of fair value at December 31, 2013
	Level 1		Level 2		Level 3		Total
Financial liabilities:
Long-term bank loans	Ps.	-	Ps.	3,068,455	Ps.	-	Ps.	3,068,455

The fair values of the financial assets and financial liabilities included in the level 2cateogory above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

22.Stockholders’ equity

a.Equity risk management

The objectives of the Company with respect to management of equity risk is to maintain an optimum financial-net worth structure, to reduce capital costs and safeguard its capacity to continue its operations with solid indebtedness ratios.

The Company is not subject to any externally imposed requirements for managing capital.

The Company manages its capital to ensure its ability to maximize the return on investment of its shareholders through three primary strategic objectives, as follows:

Cost and expense optimization – Indicators of this objective are evaluated excluding revenues from construction services, construction costs, and the maintenance provision as such amounts do not affect cash flows. This indicator allows management to assess the ratio of costs and expenses to revenues.

Increases in cash flows and optimize financial position.

Revenue growth – For this purpose, the Company monitors indicators associated with aeronautical and non-aeronautical revenues. On a monthly basis, the Company’s management provides quarterly updates to the Strategic Planning Committee to EMICA, who provide oversight and review compliance with this objective.

The Strategic Planning Committee assesses and reviews these objectives on a quarterly basis. As part of the review, this Committee considers the cost of capital and risks associated with the Company’s strategic objectives.

b.As of December 31, 2013 and 2012, the total number of Class I approved shares was 400,000,000, of which 58,800,000, correspond to Series “BB” and 341,200,000 to Series “B”.

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c.Subscribed and paid-in capital stock at December 31, 2013 and 2012, is comprised of ordinary, nominal shares, composed as follows:

	December 31, 2013
	Number of Shares		Capital Stock
Fixed Capital:
Series B, Class I	341,200,000		Ps	. 2,311,094
Series BB, Class I	58,800,000			397,352
Stock in treasury	(1,440,783	)		(9,755	)
	398,559,217		Ps.	2,698,691

	December 31, 2012
	Number of Shares		Capital Stock
Fixed Capital:
Series B, Class I	341,200,000		Ps.	3,337,328
Series BB, Class I	58,800,000			571,119
Stock in treasury	(872,473	)		(11,279	)
	399,127,527		Ps.	3,897,168

d.At the Ordinary Shareholders’ Meeting held on April 16, 2013 and April 18, 2012, the approval of the results for the years ended December 31, 2012 and 2011 was approved, respectively.

e.As of December 31, 2013, the Company has in treasury, repurchased shares in the amount of Ps.92,950. Such amount is equivalent to 1,440,783 common shares, which reduce the capital stock and the share repurchase reserve by Ps. 9,755 and Ps. 83,195, respectively. The weighted average outstanding shares is impacted according to the dates in which the Company’s shares were repurchased. As of December 31, 2013, the market price per share of the Company was Ps.43.75.

f.On April 16, 2013, at an Extraordinary General Meeting of Shareholders, the shareholders approved a capital reduction by reimbursement to its shareholders, in cash, for $1,200,000, without affecting total authorized capital, pursuant to a reimbursement of Ps.3.00 per share. In addition was approved a decrease to the repurchase reserve of Ps.4,774.

g.At the Ordinary Shareholders’ Meeting held on April 16, 2013, the shareholders approved an increase in the reserve fund for the purchase of Company shares up to Ps.400,000, authorizing the availability to repurchase shares of the Company up to that maximum amount.

h.During 2013 and 2012, the Company repurchased and resold, respectively 568,310 and 278,827 of its own shares respectively, with a value of Ps.24,608 and Ps.7,227 (nominal value), respectively.

i.Pursuant to a resolution of the Extraordinary General Shareholders’ Meeting on April 18, 2012, the Company’s minimum fixed common stock was reduced by Ps.500,000, without reducing the number of shares of the authorized common stock, through the reimbursement thereof to the shareholders in the amount of Ps.1.25 per share.

j.Pursuant to a resolution of the Ordinary General Shareholders’ Meeting on April 18, 2012, an increase in the legal reserve of Ps.19,769 was approved and an increase in the share repurchase reserve of Ps.2,714 was approved.

k.Retained earnings include the statutory legal reserve. 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 unless the entity is dissolved.  The legal reserve must be replenished if it is reduced for any reason. As of December 31, 2013 and 2012, the legal reserve, was Ps.204,476 and Ps.184,901.

l.Stockholders’ equity, except restated paid-in capital and tax retained earnings, will be subject to

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income tax at the rate in effect when a dividend is distributed.  Any tax paid on such distribution may be credited against the income tax payable of the year in which the tax on the dividend is paid and the two fiscal years following such payment.

23.Accumulated other comprehensive income

Accumulated other comprehensive income is as follows:

	Labor obligations
	Amount		Taxes		Total
Balance January 1, 2012	Ps.	-	Ps.	-	Ps.	-
Movements of the year	(11,313)		3,390		(7,923)
Balance December 31, 2012	(11,313)		3,390		(7,923)
Movements of the year	(2,851)		843		(2,008)
Balance December 31, 2013	Ps.	(14,164)	Ps.	4,233	Ps.	(9,931)

Other comprehensive income is comprised of the effects of labor obligations.

24.Other income

Other expense (income), net, consists of the following:

	Year ended December 31,
	2013		2012		2011
(Gain) loss on sale of equipment	Ps.	(30,967)	Ps.	1,311	Ps.	(161)
Loss from damage to improvements to concessioned assets and equipment	44,172		-		-
Insurance recovery	(51,561)		-		-
Other	(11,426)		(11,235)		(590)
	Ps.	(49,782)	Ps.	(9,924)	Ps.	(751)

25.Related party balances and transactions

a.The accounts payable with related parties are as follows::

	December 31,
	2013		2012
Empresas ICA, S. A. B. de C. V. (EMICA) (1)	Ps.	32,488	Ps.	51,387
Servicios de Tecnología Aeroportuaria, S. A. de C. V. (SETA) (1)	38,181		45,547
Nacional Hispana Hoteles, S. de R. L. de C. V. (2)	26,891		29,340
ICA Ingeniería S.A. de C.V. (2)	1,340		-
Ingenieros Civiles Asociados, S. A. de C. V. (“ICASA”) (2)	8,540		12,705
Total	Ps.	107,440	Ps.	138,979

(1)   Holding company

(2)   Affiliated company

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b.Transactions with related parties, carried out in the ordinary course of business, were as follows:

	Year ended December 31,
	2013		2012		2011
Capital investments - transport equipment	Ps.	-	Ps.	6,867	Ps.	-
Expenses:
Payments for technical assistance and travel expenses	66,643		67,365		55,150
Maintenance of transport equipment	-		3,416		-
Major maintenance and improvements on concessioned assets:
Platform	5,416		22,375		9,373
Runway	64,500		67,043		36,537
Improvements on concession assets:
Terminal B	-		-		14,049

For the years ended December 31, 2013, 2012, and 2011, the aggregate compensation of the directors and executive officers paid or accrued for services in all capacities, was approximately Ps.14, 197, Ps.13,803 and Ps. 13,209, respectively.  Also, was paid from January to April 2013 Ps.44, from May to December 2013 Ps.50, net of taxes, for each Board of Directors meeting or corporate practices committee, finance and sustainability meeting or audit committee meeting they attended during those years. Additionally, the Company paid Ps.764, Ps. 660 and Ps.520 of emoluments, net of taxes, to president of the Board of Directors for the year ended December, 31, 2013, 2012 and 2011, respectively

Employee benefits — Benefits granted to key management personnel of the Company were direct short-term benefits of Ps.64,984, Ps. 53,796 and Ps. 61,086 for the years ended December 31, 2013, 2012 and 2011, respectively.

Technical Assistance — In 2000, the Company entered into a technical assistance and transfer-of-technology contract with SETA, which will be in effect for 15 years from the agreement date. Currently, the Company is required to pay the greater of the fixed $3,000 component or 5% of EBITDA (as defined in the contract) annually for such services. Beginning in 2007, the fixed $3,000 component is updated according to the consumer price index of the United States of America. In 2012, 2011 and 2010, 5% of consolidated EBITDA was greater than that of the fixed $3,000 component.

As of December 31, 2013, SETA’s shareholders were Aeroinvest with 74.5% and Aéroports de Paris Management, S. A. (ADP) with 25.5%. Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series “BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect three members of the Company’s board of directors, and the right to veto certain actions requiring approval of the Company’s shareholders (including the payment of dividends and the right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series “BB” shares will be converted into Series “B” shares resulting in the termination of these rights. If at any time, prior to June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, it would lose its veto rights. If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, such shares must be converted into Series “B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series “BB” shares, all its special rights will remain in force.

Pursuant to the Company’s bylaws, the technical assistance agreement and the participation agreement, SETA may not transfer more than 51% of its Series “BB” shares until after June 14, 2008. After such date, SETA is entitled to transfer up to one eighth of such 51% during each year thereafter. As of December 31, 2013, SETA has not transferred any of its representative Series “BB” shares.

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26.Business segment data

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. As a result, the Company’s reportable segments under IFRS present its individual airports, its hotel and the information of the holding company and its services companies have been combined and disclosed in the ‘other segments’ column as they have similar economic characteristics and are similar in respect of the nature of the services they provide. The segment reporting is presented considering internal reports on the business units of the Company, which are reviewed regularly by management for decision-making in the operating area in order to allocate resources to segments and assessing their performance.

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December 31, 2013	Aeronautical revenues			Non- aeronautical revenues			Construction services revenues		Depreciation and amortization		Major maintenance provision		Allowance for doubtful accounts			Operating income			Interest expense			Interest income			Income tax			Assets per segment			Liabilities per segment			Capital investments		Investments in airport concessions
Metropolitan
Monterrey	Ps.	1,046,621		Ps.	320,774		Ps.	74,722	Ps.	71,513	Ps.	56,249	$	(2,947	)	Ps.	222,754		Ps.	(26,627	)	Ps.	2,252		Ps.	(28,997	)	Ps.	4,362,342		Ps.	882,689		Ps.	85,737	Ps.	2,495,346
Tourist
Acapulco	108,420			20,266			43,861		14,845		17,499		(353		)	28,878			(2,344		)	16,562			(95,375		)	956,133			104,489			50,246		494,885
Mazatlán	136,063			34,719			14,173		11,258		22,044		(5		)	28,585			(3,780		)	22,712			4,683			864,654			108,999			15,779		403,943
Zihuatanejo	91,203			17,843			24,348		13,346		10,017		123			23,622			(3,217		)	1,242			8,208			556,021			96,789			27,561		449,643
Regional
Chihuahua	148,028			30,461			9,127		10,190		11,419		111			28,517			(4,346		)	9,940			(26,729		)	601,640			103,732			22,099		343,191
Culiacán	211,588			32,504			18,294		12,600		31,523		(765		)	39,792			(5,977		)	802			4,153			624,349			138,530			20,833		445,943
Durango	44,341			7,144			23,149		4,092		7,383		(8		)	7,770			(1,841		)	272			(68,644		)	251,282			53,495			23,959		153,739
San Luis Potosí	65,573			14,541			73,874		3,698		35,637		124			12,834			(2,202		)	722			(29,413		)	265,407			120,636			84,355		186,489
Tampico	108,330			15,504			6,116		5,518		19,496		73			21,896			(4,248		)	659			(22,256		)	260,445			60,047			7,006		182,659
Torreón	87,321			14,114			11,887		7,267		17,060		139			12,624			(3,459		)	2,432			(48,376		)	367,317			79,358			14,717		253,468
Zacatecas	51,282			7,139			26,264		5,146		7,099		(103		)	9,890			(2,927		)	367			(21,773		)	240,132			72,641			26,545		189,264
Border
Ciudad Juárez	112,707			22,460			9,078		8,212		17,275		(19		)	22,751			(3,882		)	2,002			(39,673		)	424,192			70,539			11,548		328,981
Reynosa	69,919			9,425			17,795		4,526		10,466		(2		)	13,164			(6,304		)	222			31,781			206,816			97,955			18,297		164,495
Hotel services	-			176,510			-		20,219		-		(95		)	52,490			30,121			(1,898		)	4,859			358,728			254,156			13,408
Others	-			2,113,785			-		8,796		-		-			638,340			(211,658		)	115,010			187,164			6,699,637			3,854,907			22,381		-
Total	2,281,396			2,837,189			352,688		201,226		263,167		(3,727		)	1,163,907			(252,691		)	173,298			(140,388		)	17,039,095			6,098,962			444,471		6,092,046
Eliminations	(12,527		)	(2,040,688		)	-		-		-		-			45,488			43,332			(100,648		)	5,512			(6,027,642		)	(1,484,903		)	-		-
Consolidated	Ps.	2,268,869		Ps.	796,501		Ps.	352,688	Ps.	201,226	Ps.	263,167	Ps.	(3,727	)	Ps.	1,209,395		Ps.	(209,359	)	Ps.	72,650		Ps.	(134,876	)	Ps.	11,011,453		Ps.	4,614,059		Ps.	444,471	Ps.	6,092,046
December 31, 2012	Aeronautical revenues			Non- aeronautical revenues			Construction services revenues		Depreciation and amortization		Major maintenance provision		Allowance for doubtful accounts			Operating income			Interest expense			Interest income			Income tax			Assets per segment			Liabilities per segment			Capital investments		Investments in airport concessions
Metropolitan
Monterrey	Ps.	989,976		Ps.	292,169		Ps.	72,331	Ps.	65,864	Ps.	55,770	Ps.	(2,973	)	Ps.	206,142		Ps.	(32,954	)	Ps.	2,316		Ps.	39,544		Ps.	4,370,457		Ps.	1,117,432		Ps.	96,724	Ps.	2,487,001
Tourist
Acapulco	99,498			18,725			19,665		13,909		10,288		124			20,310			(781		)	18,771			7,507			844,507			130,801			23,875		509,381
Mazatlán	122,061			34,900			11,940		10,903		6,583		(347		)	25,130			(806		)	23,551			5,046			810,580			97,245			13,657		400,357
Zihuatanejo	89,602			17,401			15,708		11,909		6,360		(136		)	16,154			(960		)	974			1,692			534,879			88,741			26,488		437,975
Regional
Chihuahua	139,127			27,259			26,654		9,183		14,424		(290		)	26,427			(569		)	10,904			7,902			564,291			126,495			30,479		343,202
Culiacán	194,285			26,605			66,093		10,608		7,561		(1,655		)	35,539			(1,985		)	522			5,567			601,005			145,561			69,615		439,365
Durango	45,051			6,723			1,015		3,966		7,152		(164		)	8,481			(873		)	177			(4,727		)	161,874			38,934			1,673		134,178
San Luis Potosí	63,281			13,836			9,355		3,208		7,419		(71		)	12,447			(54		)	1,861			3,178			162,740			58,743			10,885		115,559
Tampico	105,275			14,938			8,028		5,172		9,914		(81		)	19,068			(1,282		)	291			(3,206		)	235,147			75,141			9,772		181,357
Torreón	77,305			13,259			10,231		6,933		13,919		(507		)	15,283			(78		)	582			(1,456		)	299,076			71,145			10,912		248,792
Zacatecas	51,177			6,713			21,343		4,467		5,929		(16		)	9,509			(2,016		)	128			8,570			194,505			56,036			22,251		167,534
Border
Ciudad Juárez	110,444			20,563			27,785		8,222		12,701		(393		)	20,756			(344		)	1,665			2,737			380,090			86,313			28,395		327,816
Reynosa	53,719			8,143			31,570		3,671		6,188		(180		)	9,888			(855		)	108			2,196			221,262			87,711			33,778		150,472
Hotel services	-			158,477			-		20,334		-		-			39,218			(25,638		)	889			4,389			378,573			293,179			-		-
Others	-			2,123,202			-		8,454		-		-			715,569			(146,279		)	76,653			209,233			6,637,073			2,920,377			13,626		-
Total	2,140,801			2,782,913			321,718		186,803		164,208		(6,689		)	1,179,921			(215,474		)	139,392			288,172			16,396,059			5,393,854			392,130		5,942,989
Eliminations	(10,138		)	(2,093,956		)	-		-		-		-			(19,747		)	111,628			(111,628		)	-			(6,385,649		)	(1,799,400		)	-		-
Consolidated	Ps.	2,130,663		Ps.	688,957		Ps.	321,718	Ps.	186,803	Ps.	164,208	Ps.	(6,689	)	Ps.	1,160,174		Ps.	(103,846	)	Ps.	27,764		Ps.	288,172		Ps.	10,010,410		Ps.	3,594,454		Ps.	392,130	Ps.	5,942,989

F-51

December 31, 2011	Aeronautical revenues		Non- aeronautical revenues			Construction services revenues		Depreciation and amortization		Major maintenance provision			Allowance for doubtful accounts			Operating income			Interest expense			Interest income			Income tax			Assets per segment			Liabilities per segment			Capital investments		Investments in airport concessions
Metropolitan
Monterrey	Ps.	843,773	Ps.	250,719		Ps.	184,574	Ps.	58,109	Ps.	29,365		Ps.	5,852		Ps.	108,933		Ps.	(41,457	)	Ps.	3,402		Ps.	75,255		Ps.	4,412,219		Ps.	1,297,117		Ps.	199,013	Ps.	2,478,536
Tourist
Acapulco	103,695		21,986			4,853		12,453		26,307			1,811			(789		)	(58		)	17,328			(53		)	810,487			131,723			6,296		502,710
Mazatlán	122,733		36,440			12,002		9,450		20,224			96			6,609			(434		)	21,796			(20,726		)	764,280			97,155			12,916		398,639
Zihuatanejo	77,611		17,537			75,096		9,265		(9,270		)	34			26,139			(1,136		)	2,222			(8,464		)	536,364			110,471			75,489		432,718
Regional
Chihuahua	122,508		24,910			19,101		7,640		14,889			(7		)	8,444			(636		)	10,297			9,481			516,019			109,464			21,807		324,966
Culiacán	168,427		23,614			12,156		9,319		44,969			(169		)	(8,208		)	(1,178		)	1,315			(19,236		)	570,812			147,299			13,504		383,234
Durango	38,390		6,046			1,723		3,306		11,353			(6		)	(1,218		)	(51		)	961			(8,786		)	159,982			50,203			2,100		136,707
San Luis Potosí	51,845		12,018			1,179		2,818		24,256			1,466			(2,372		)	(57		)	1,425			(248		)	151,649			58,654			1,635		109,024
Tampico	92,958		12,587			5,510		4,374		25,829			381			(213		)	(75		)	1,246			210			226,735			88,694			6,954		177,987
Torreón	65,984		11,471			-		6,250		(18,536		)	31			33,775			(44		)	909			8,021			274,806			63,966			1,100		244,933
Zacatecas	44,698		6,528			2,324		4,106		(12,243		)	5			24,822			(331		)	647			2,713			194,964			55,402			3,191		150,162
Border
Ciudad Juárez	101,423		18,345			9,771		7,982		(4,737		)	685			34,634			(263		)	1,618			(3,793		)	368,461			94,919			9,768		307,996
Reynosa	36,132		6,601			2,571		2,911		13,277			161			573			(48		)	618			(37,505		)	182,619			56,672			3,556		122,074
Hotel services	-		142,098			-		20,344		-			562			32,571			(32,408		)	739			(1,097		)	385,979			310,003			89		-
Others	-		1,970,958			3		6,761		-			3			655,568			(124,310		)	55,611			186,298			6,200,222			2,413,106			27,614		2
Total	1,870,177		2,561,858			330,863		165,088		165,683			10,905			919,268			(202,486		)	120,134			182,070			15,755,598			5,084,848			385,032		5,769,688
Eliminations	-		(1,973,187		)	-		-		-			-			-			104,055			(104,055		)	-			(6,460,444		)	(1,874,195		)	-		-
Consolidated	Ps.	1,870,177	Ps.	588,671		Ps.	330,863	Ps.	165,088	Ps.	165,683		Ps.	10,905		Ps.	919,268		Ps.	(98,431	)	Ps.	16,079		Ps.	182,070		Ps.	9,295,154		Ps.	3,210,653		Ps.	385,032	Ps.	5,769,688

F-52

27.Revenues

According to the General Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

Revenues generated by aeronautical services are under a price regulation system administered by the SCT for airport concessions, which establishes a maximum rate (TM) for each year in a five-year period. The TM is the maximum amount of revenue per “work load unit” that may be earned at an airport each year from regulated sources. Under this regulation, a work load unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo.

Non-aeronautical services are not covered by the regulation system administered by the SCT. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

Under the General Law on Airports and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues, as they are regulated but not under the maximum tariff; however, for purposes of these financial statements, such revenues are classified as non-aeronautical, as the definition of aeronautical revenues used by the Company in the accompanying consolidated financial statements are solely those revenues regulated by the maximum tariff.

Following is a detail of the composition of revenues of the Company, using the classification established by the General Law on Airports and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:

	Year ended December 31,
	2013		2012		2011
Aeronautical services:
Domestic TUA	Ps.	1,441,037	Ps.	1,355,923	Ps.	1,195,059
International TUA	412,817		395,947		321,690
Landing charges	116,082		109,045		101,330
Aircraft parking charges on embarking and disembarking	73,293		71,131		61,051
Aircraft parking charges on extended stay or overnight	24,704		23,974		19,620
Domestic and international passenger and carry-on baggage check	27,123		24,795		21,817
Aerocars and jetways	25,845		24,378		21,157
Complementary: Real estate airport services, access rights to other operators and complimentary services (3)	147,968		125,470		128,453
Total revenues from aeronautical services (1)	Ps.	2,268,869	Ps.	2,130,663	Ps.	1,870,177

F-53

	Year ended December 31,
	2013		2012		2011
Non-aeronautical services:
Commercial activities
Car parking charges	Ps.	128,012	Ps.	124,300	Ps.	113,428
Advertising (2, 3)	80,185		82,494		75,403
Retail operations (2, 3)	44,444		39,750		40,101
Food and beverage (2, 3)	46,472		41,005		35,843
Car rentals operators (2, 3)	45,635		37,355		34,872
Time share developers (2, 3)	14,371		15,590		15,253
Duty free operations (2, 3)	12,606		11,412		11,793
Financial services (2, 3)	4,556		4,493		4,002
Communication and network (2, 3)	13,195		6,680		3,059
Services to passengers	12,896		7,711		2,990
Total commercial activities	Ps.	402,372	Ps.	370,790	Ps.	336,744
Diversification activities:
Hotel services	176,510		158,477		142,098
OMA Carga operations	42,894		31,184		25,364
Real estate services	8,554		3,159		638
Total diversification activities	Ps.	227,958	Ps.	192,820	Ps.	168,100
Complementary activities:
Leasing of space (2, 3)	61,104		58,692		51,249
Complementary service suppliers	7,237		7,896		6,576
Baggage inspection	64,375		25,820		—
Total of complimentary activities	Ps.	132,716	Ps.	92,408	Ps.	57,825
Recovery of costs from leasing clients	33,455		32,939		26,002
Total revenues from non- aeronautical services	Ps.	796,501	Ps.	688,957	Ps.	588,671

(1)For the year ended December 31, 2013, 2012 and 2011, is net of incentives given to airlines for Ps. 175,308, Ps. 98,495 and Ps.404, respectively.

(2)These revenues are considered as commercial concessions.

(3)Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

Approximately 74%, 77% and 74% of consolidated revenues for the years ended December 31, 2013, 2012 and 2011, respectively, were generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua, Ciudad Juárez and Zihuatanejo airports.

F-54

28.Cost of services

Cost of services for the years ended December 31, 2013, 2012 and 2011 are as follows:

	Year ended December 31,
	2013			2012			2011
Employee costs	Ps.	168,549		Ps.	157,619		Ps.	149,899
Maintenance	136,400			91,817			72,325
Safety, security and insurance	139,034			133,580			100,594
Utilities (electricity, cleaning, and water)	139,316			143,306			133,272
Real estate leases	31,755			26,377			25,629
Allowance for doubtful accounts	(3,727		)	(6,689		)	10,905
Hotel service costs	25,658			28,220			23,656
Statutory employee profit sharing	1,424			2,790			1,299
Other	86,920			79,197			86,321
	Ps.	725,329		Ps.	656,217		Ps.	603,900

29.Subsequent events

a.As discussed in Note 20, at the close of the year 2013, a number of different tax lawsuits were under way, and at the date of issuance of the consolidated financial statements, the following lawsuits had been resolved in favor of the Company:

1.In August 2012, MTY filed an action for annulment with the Federal Tax Court against the lawsuit brought by the Apodaca office of the IMSS for alleged nonpayment of Social Security fees in the amount of Ps.28,300. The lawsuit was won by MTY through a verdict issued on January 2, 2014, which declared the challenged ruling null and void, and the authorities have yet to issue a new ruling that complies with the court verdict, or, as the case may be, to challenge the verdict.

2.The action for annulment filed by REX against the ruling of the motion for reconsideration, which confirms the assessment of an unpaid income tax liability for PS.1,217 and profit sharing of Ps.195, was resolved through a verdict issued on January 20, 2014, which declared the partial nullity of the ruling challenged; i.e., the result is favorable for the Company, which will seek a final definitive favorable ruling.

3.The legal challenge filed by the Ciudad Juárez Airport against the demand for payment of real estate tax for fiscal year 2013 in the amount of Ps.1,861, was resolved in December in favor of the Company, and the challenged request was declared null and void. Such ruling was notified in January 2014.

b.At the Ordinary and Extraordinary General Shareholders’ Meeting held on April 10, 2014, the shareholders approved a distribution in cash to shareholders of $ 1,200,000 equivalent to $ 3.00 pesos per issued share, through a reduction of minimum fixed capital without cancellation of shares.

c.On April 11, 2014, the Company withdrew $3.1 million under a line of credit for rescue and firefighting equipment valid through July 25, 2019. The line of credit is with UPS Capital Business Credit (guaranteed by Export-Import Bank of the United States). The line of credit is guaranteed by the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest. The interest rate is LIBOR plus 265 basis points.

d.On April 4, 2014 Aeroinvest pledged 26 million shares Series B shares of  the Company to Banco Inbursa, S.A., as a guarantee for a loan to Controladora de Operaciones de Infraestructura, S.A. de C.V., a related party, in the amount of Ps. 700 million due on July 4, 2014.

30.Authorization for the issuance of the consolidated financial statements

The Company’s consolidated financial statements were approved to be issued on April 24, 2014, by the Chief Executive Officer of the Company, Porfirio González Álvarez, and the Chief Financial Officer of the Company, José Luis Guerrero Cortés and are subject to the approval of the General Ordinary Shareholders’ Meeting of the Company, where they may be modified based on provisions set forth by the Mexican General Corporate Law.

* * * * * *

F-55

EX-1.1

EXHIBIT 1.1

BYLAWS OF

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S. A. B. DE C.V.

Name, Purpose, Domicile, Nationality, and Term

FIRST ARTICLE.Name.

The name of the entity is Grupo Aeroportuario del Centro Norte, which shall always be followed by the words “Sociedad Anónima Bursátil de Capital Variable”, or its abbreviation “S. A. B. de C.V”. The company shall be governed, on matters not prevailed on these bylaws, by the Stock Market Law, the provisions issued in accordance to such law by the competent authorities and supplementary by the provisions of the General Law of Commercial Companies.

SECOND ARTICLE.Purpose.

The purpose of the Company shall be:

1.         To acquire shares, interests, or partnership interests in private entities or in entities with state participation, whether as founder or through acquisition of shares or interests in entities already established, dedicated to the administration, operation including the provision of airport services, complementary and commercial services, construction and/or exploitation of civil aerodromes and under the terms of the Airports Law and its implementing Regulation, as well as to participate in the capital stock of the entities that provide any type of services, and to vote its shares as required, always in a block for the same purpose, in accordance with these bylaws, or according to instructions given to it by the Board of Directors, the shareholders of the Company or any other person to whom such power has been granted under the terms of these bylaws; to sell, transfer or dispose of any of these shares or participation interests or other titles as permitted by law.

2.         To receive from other Mexican or foreign entities, companies or natural persons, and to provide to the companies in which it has an interest or participation or to other companies, entities or natural persons, the services that may be required to carry out its purpose, including but not limited to, the technical consulting services in the industrial, administrative, accounting, marketing or finance areas related to the administration, operation, construction and/or exploitation of airports.

3.         To request and obtain through whatever title, for itself or through its subsidiaries, concessions and permits to carry out the administration, operation, construction and/or exploitation of the airports, as well as for the provision of any other services necessary for the exploitation of such airports and the performance of any other activity that supports and be complementary to such

purpose, including but not limited, to any warehousing activity, and any other activity complimentary to the services provided and that directly benefit such services, as well as grant guarantees regarding such concessions and permits.  Likewise, under the terms respectively set by the corresponding guidelines and the concession title, the entity may receive, for itself or though its subsidiaries, the income for the use of the infrastructure of the civil aerodrome, for the execution of contracts, for the services that provided directly, as well as for the commercial activities that it performs. As well, the company may provide handling services, warehousing and custody of goods in Bonded Warehouses according to the different forms provided by the Law of the matter, prior to obtaining the concessions and necessary authorizations for it; in the same way, the company may operate, coordinate, direct, supervise, and/or provide cargo and download services, and handle merchandise according to the Law of the matter.

4.         To obtain, acquire, use, license, or dispose of all type of patents, invention certificates of inventions, registered marks, trade names, copyrights or other rights regarding the same, whether in the United Mexican States or abroad.

5.         To obtain all types of loans or credit arrangements with or without specific guarantees, and to grant loans to companies or civil entities regulated by the civil codes, entities or natural persons with whom the Company may have a shareholding relationship of more than 50% (fifty percent) of its voting capital stock or in which the Company controls the other (according to what is defined in the Sixth Article).

6.         To grant all types of guarantees and sureties for credits issued or responsibilities assumed by the Company or by entities in which the Company may have an interest or shareholding of more than 50% (fifty percent) of the voting capital stock or in those which the Company controls it in another manner (according to what is defined in the Sixth Article).

7.         To issue and subscribe all types of credits, to accept them and to endorse them, including responsibilities with or without in rem guarantees.

8.         To issue unsubscribed shares of any class that make up the share capital held in the treasury stock of the Company for delivery through a corresponding subscription, as well as to enter into option contracts with third parties in whose favor the right to subscribe and pay in the shares that the Company issues for such purpose. Likewise the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 and other applicable articles of the Mexican Stock Market Law.

9.         To maintain, hold, sell, transfer, dispose of, or take on loan any type of assets, real or personal property, as well as the real property rights to them, that may be necessary or advisable to carry out its purpose or for the activities that the

companies or civil code regulated entities in which the Company may hold an interest or participation.

10.       In general to carry out and perform all those related, incidental or accessory acts, contracts, and transactions that are necessary or advisable to carry out the foregoing purposes.

THIRD ARTICLE.Registered Office/Address.

The registered address of the Company is Mexico City, Federal District.  Nevertheless, it may establish offices, agencies or branches in another part of the Mexican republic or abroad, or submit itself to agreed addresses without it being implied that it has changed its registered address.

FOURTH ARTICLE.Nationality.

The company has a Mexican nationality. Any foreigner that, at the time of incorporation or thereafter, acquires an interest or participation in the Company, shall be considered for this purpose as Mexican regarding the shares or rights that it acquires in the Company; the goods, rights, concessions, participations or interests in which the Company is the owner; and of the rights and responsibilities derived from the contracts to which the Company is a party, and it shall be therefore understood, that it is advisable to not invoke the protection of its Government, under penalty to the contrary of losing in favor of the Mexican nation, its rights or property that it would have acquired.

FIFTH ARTICLE.Term.

The term of the Company is indefinite.

Capital Stock and Shares

SIXTH ARTICLE.Capital Stock.

The capital stock shall be variable. The minimum fixed share capital without right of withdrawal is $1,508´446,826.75 (One Billion Five Hundred and Eight Million, Four Hundred and Forty Six Thousand, Eight Hundred and Twenty Six 75/100 Mexican Pesos) representing 400’000,000 (Four Hundred Million) registered ordinary shares of Class I, and without par value, fully subscribed and paid-in. The variable part of the capital stock is unlimited and shall be represented by the amount of registered ordinary shares of Class II, and shall have other characteristics set by the shareholders meeting that approve their issuance. Both classes of the capital stock of the company shall be divided into two series of shares as follows.

1.Series “B” shares.  The series “B” shares may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 of the Foreign Investment Law, and

2.Series “BB” shares. The series “BB” shares are unrestricted and shall be issued according to Article 112 of the General Law of Commercial Companies, and may be acquired by any person, including individuals, companies, or entities defined as foreign investors according to Article 2 of the Foreign Investment Law. According to Article 112 of the General Law of Commercial Companies, the series “BB” shares shall be subject to the following rules:

a.   The shareholders of series “BB” shall have the right to nominate 3 (three) members of the Board of Directors of the Company, and their alternates by majority vote of the shareholders representing this series, who shall have the rights and special authority as established in these bylaws.  The special authority that corresponds to the shareholders of “BB” shares under the terms of these bylaws, or to the directors designated by them, including but not limited to, those referred to in the Eighteenth, Nineteenth, and Forty-Fourth Articles below, shall have no effect at the termination of the Technical Assistance and Technology Transfer Agreement mentioned in the immediately following subparagraph (c), in the terms and subject to the conditions established in such contract so that it may be terminated without the necessity of modifying the present bylaws;

b.   The series “BB” shares may only be transferred upon prior conversion to series “B” in accordance with the rules set forth in the Eleventh Article of these bylaws, unless (i) the holder of such series “BB” shares is the Federal Government or any decentralized federal public administration body, or majority state owned entity, or (ii) they are transferred to a Related Party, that is not an individual, that complies with all that is established in number 3.2 of the call and bidding guidelines for the shares representing the capital stock of the Company, published in the Federal Official Gazette on December 17, 1999, and with notice given to the Secretary of Communications and Transports with at least 15 (fifteen) business days in advance of such circumstance, showing proof of compliance of the above mentioned requirements.

c.   Notwithstanding paragraph (b) above, the series “BB” shares may be converted into series “B” shares after 15 (fifteen) years have elapsed, commencing on June 8, 2000, date on which the Company entered into the Technical Assistance and Technology Transfer Agreement with the holder of the series “BB” shares (the “Strategic Partner”), provided that in a special shareholders meeting with fifty one percent (51%) of the series “B” shareholders, that are not property of the Strategic Partner or a Related Party thereto, vote in favor of (i) approving the conversion, and (ii) solve not to renew the Technical Assistance and Technology Transfer Agreement. Nevertheless, in case the Strategic Partner at the expiration of the above referenced fifteen (15) year-term, holds series “BB” shares,

whether directly or indirectly, representing at least 7.65% (seven point sixty five percent) of the capital stock of the Company, then such shares shall automatically be converted to series “B” shares.

For purposes of these bylaws, a Related Party with respect to a specific person means: (i) the person or persons, whether individuals or entities, that, directly or indirectly, are under the Control of the specific person, that have the direct or indirect capacity to exercise Control over the specific person, or that are under common control with the specific person, as the case may be; (ii) the persons with the capacity to determine the business policies of the specific person; (iii) in the case that such specific person is an individual, those individuals that have a familial relationship (whether by blood or marriage, including to the fourth degree) with such specific person; (iv) regarding the Company, the Strategic Partner; and (v) regarding the Strategic Partner, its shareholders and Related Parties (as defined herein) of them, as well as any person if applicable, that has entered into the Operating Agreement necessary for the Strategic Partner to in turn comply with its obligations under the Technical Assistance and Technology Transfer Agreement.

For purposes of the immediately preceding paragraph, “Control” means (i) the direct or indirect shareholding of 20% (twenty percent) or more of the voting capital stock of an entity; (b) the power to designate the majority of the members of a board of directors or the administrators of an entity; (c) the power to veto the decisions of the majority of shareholders or partners, or the right to require their vote to adopt resolutions in accordance with the laws that apply to the general shareholders meeting; or (d) the existence of commercial relationships that represent 15% (fifteen percent) or more of the total consolidated income of a person.

Additionally, in case that the Technical Assistance and Technology Transfer Agreement is anticipatorily terminated, the series “BB” shares shall automatically convert into series “B”.

At no time may foreign investment participate, whether directly or indirectly, in an amount that exceeds 49% (forty nine percent) of the capital stock of the Company, unless it obtains from the National Foreign Investment Commission a favorable resolution to the effect that such foreign investment exceeds 49% (forty nine percent) of such capital stock, in accordance with Article 19 (nineteen) of the Airports Law, and Article 8 (eight) of the Foreign Investment Law.

The Company may issue un-subscribed shares of any class that make up the capital stock held in the Treasury Stock of the Company for delivery upon subscription. The Class “II” shares that are held in Treasury and regarding which the Company grants options for their subscription and payment, shall be mandatorily converted to Class “I” shares upon the

exercise and payment of these options by it or by the shareholders of the same, and consequently the minimum fixed capital stock of the Company shall be automatically increased and the Board of Directors shall, within 30 (thirty) days from the exercise of such options of the Class “II” shares of the Company, convoke an extraordinary shareholders meeting in which the modification to this Sixth Article is approved to reflect the minimum fixed capital of the Company after the exercise of the above referenced option. Likewise, the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 of the Stock Market Law.

All common shares shall confer, within their respective series, equal rights and responsibilities to their holders. The share certificates and titles that support the shares must contain all those requirements set forth in Article 125 of the General Law of Commercial Companies; may represent one or more shares and must be signed by a member of the Board of Directors appointed by the series “B” shareholders and by one member of the Board of Directors appointed by the series “BB” shareholders, and shall contain an exact transcription of this Article, as well as the Tenth, Eleventh, Twelfth, Thirteenth, and Fourteenth Articles of these bylaws.

In reference to shares deposited in an institution for the deposit of securities, the Company may deliver multiple shares to such institution or one share that supports all or a portion of the shares that are the subject of the issue and deposit. In such case, the shares that represent them, shall be issued mentioning “for deposit” in the institution for the deposit of the securities in question, without requiring transcription of the name, address, or shareholder’s nationality in the document. When the company and the institution for the deposit of securities agree-on, shares without coupons adhered may be issued. In this case, the records issued by the institution will serve as such coupons for all legal effects in the terms of the Stock Market Law. The Company shall issue the corresponding definitive shares within a term of no longer than 180 (one hundred eighty) calendar days that has been agreed upon the issuance or exchange.

SEVENTH ARTICLE.Registration.

The Company shall maintain a Registry Book of shares which may be maintained by the Company, by a Mexican credit institution or by an institution authorized to deposit securities that acts for and in the name of the Company as the Registration Agent, through which all of the transactions related to subscription, acquisition or transfer of shares must be registered and in which the names, domiciles and nationalities of the shareholders must be indicated, as well as, the information of those in whose favor the shares were transferred.  Under the assumption that the shares representing the capital stock of the Company are traded on the securities market, such Registry Book shall be updated annually with those registries and records maintained for such effect by the depositary institution in which the Company’s shares are on deposit, in conformance with those applicable dispositions of the Securities Market Law.

The Registry Book shall remain closed during the periods comprising the third business day prior to the holding of any shareholders meeting until and including the date

of such meeting, therefore, there shall be no inscription whatsoever in the Registry during such period.

The Company shall only consider as legitimate shareholders, those who are registered as shareholders in the Registry Book under the terms of Articles 128 and 129 of the General Law of Commercial Companies and/or according to Articles 290, 293 and others that are applicable under the Stock Market Law.

EIGHTH ARTICLE.Cancellation of the Registration.

Where the shares of the Company are registered in the National Securities Registry, under the terms of the Stock Market Law and the general regulations issued by the National Securities and Banking Commission, and resolves the cancellation of the registration of the shares of such Registry, whether by its own request or by resolution passed by the National Securities and Banking Commission, the company is obliged to perform a purchase public offer prior to the cancellation and under the terms of Article 108 of the Stock Market Law.

Once the offer is made, the company is obligated to affect in a trust for a minimum period of sixth months, the necessary resources to purchase the shares not acquired by investors, at the same price of the offer made.

The person or group of persons that have the control of the company at the moment of the public offering, shall be alternatively responsible with the company for the compliance of the provisions of this article.

The purchase public offering shall be adjusted to Articles 96, 97, 98, section I and II, and Article 101, first paragraph of the Stock Market Law.

The Board of Directors of the Company, under the terms of 10 (ten) business days prior to the initial offering and after hearing the committee’s opinion, committee that performs matters related to companies practices, shall elaborate and publicize its opinion to the public investors through the corresponding stock market regarding the offering price and conflict of interests that, whether the case may be, the board members may have with respect to the offer. The Board’s opinion may be accompanied by another opinion issued by an independent expert, hired by the company.

The company may request the National Securities and Banking Commission an authorization to use a different basis to determine the offering price considering the financial situation and perspectives of the company, as long as there is an approval of the Board of Directors prior to an opinion of the committee that performs matters related to companies practices- containing the motives by which it is justified to establish a different price and supported by a report of an independent expert.

The modification of this Article of the bylaws requires the prior approval of an extraordinary shareholder meeting with a minimum quorum of 95% (ninety five percent) of the voting shares of the Capital Stock.

NINTH ARTICLE.Repurchase of Shares.

The company may, upon prior agreement from the Board of Directors, acquire the shares representative of its own capital stock or negotiable instruments that represent such shares, disregarding the prohibition established in the first paragraph of Article 134 of the General Law of Commercial Companies, as long as:

1.         The acquisition is made through Bolsa Mexicana de Valores, S.A. de C.V. (the “Stock Market”);

2.         The acquisition, and if appropriate, the alienation in the Stock Market is carried out at market price, except in the case of public offerings or authorized auctions by the National Securities and Banking Commission;

3.         The acquisition is carried out in charge of its own shareholders equity in whose case may hold them without the need to perform a decrease in the capital stock or charged to the capital stock, in which case will be converted into non-subscribed shares preserved in the treasury without the need of a shareholders meeting. The company may convert shares acquired in the terms of the foregoing Article Nine to non-subscribed shares kept in the treasury.

In any case, the company shall announce the amount of the subscribed and paid capital when the authorized capital represented by issued and non-subscribed shares is advertized.

4.         Corresponds to the ordinary shareholders meeting to expressly determine for each fiscal year, the maximum amount of resources that can be used to the purchase of its own shares or negotiable instruments representing such shares, with the only constraint that the sum or all resources destined to this purpose, may never exceed the total net income of the company, including retained earnings;

5.         The company is up to date in payments of the obligations related to debt instruments issued and registered in the National Registry of Securities issued by the company.

6.         The acquisition and alienation of shares or negotiable instruments representing such shares, under no circumstances may lead to exceeding the percentages referred to in Article 54 of the Stock Market Law, nor to fail compliance of the maintenance requirements from the listing of the stock market in which the securities are listed.

The treasury stocks and negotiable instruments representing such shares owned by the company, or the non-subscribed and issued shares kept in the treasury, may be placed to the public-investors without the need of a shareholders meeting resolution, nor agreement from the board of directors.

For purposes of this paragraph, the provisions of Article 132 of the General Law of Commercial Companies shall not apply.

As long as the company owns the shares, they shall not be represented or voted in shareholders meetings, nor exercise corporate or economical rights of any kind, nor shall be deemed outstanding for purposes of determining the quorum and voting at shareholders meetings.

Legal entities that are controlled by the company shall not acquire, directly or indirectly, representative shares of the capital stock of the company, nor negotiable instruments representing such shares. Acquisitions made through investment companies are exempt from the above prohibition.

The provisions of this Ninth Article shall equally apply to acquisitions or alienations carried out on derivative financial instruments or optional securities underlying representative shares of the capital stock of the company that are paid in kind, in which case, number (1) and (2) of the Ninth Article shall not apply to the acquisitions or alienations.

Acquisitions and alienations referred in this article nine, the reports of such operations that shall be submitted to the shareholders meetings, the rules for disclosing information, the form, and the terms in which these operations are announced to the Mexican National Banking and Securities Commission, to the Stock Market, and to the public investors, shall be subject to the general provisions issued by the Mexican National Banking and Securities Commission.

TENTH ARTICLE. The shareholding by any person in the capital stock of the company shall not be subject to any restriction other than those set forth in the applicable law and these bylaws.

ELEVENTH ARTICLE.Transmission of Series “BB” Shares.

The shares representing the Series “BB” can only be transmitted with the previous conversion to the corresponding series “B” on the understanding that as long as the Technical Assistance and Technology Transfer Agreement celebrated with the Strategic Partner is in force and active, and can only be transmitted according to the following rules: (i) up to 51% (fifty one percent) of representative shares of series “BB”, after the term of 7 (seven) years has elapsed commencing as of the acquisition date of the corresponding series “BB” shares (the “Seven-years Waiting Term”); and (ii) up to 49% (forty nine percent) of representative series “BB” shares can be transmitted in any moment. After the Seven-Year Waiting Term, the series “BB” shareholders will be able to alienate up to one eight of such 51% (fifty one percent) of the representative capital stock of series “BB” shares of their property, and in any moment such shareholder of the series “BB” shares may alienate or in any other form transfer without restrictions up to 49% (forty nine percent) of its shares, directly or indirectly in series “BB” shares.

Subject to the limits established in the immediately preceding paragraph, Series “BB” shareholders that desire to convert them into Series “B” shares for later transmission, shall communicate their decision to the Board of Directors of the company, which within the following 15 (fifteen) business days, in case of its approval, shall exchange the corresponding share certificates.

TWELFTH ARTICLE.Acquisition Public Offer.

If the company quotes its shares in the stock market and does it accordingly to the applicable legal provisions regarding carrying out a voluntary or compulsory acquisition public offering, the following shall apply:

1.       The person or group of persons that pretend to acquire or reach through any means, directly or indirectly, the ownership of 30% (thirty percent) or more of the ordinary shares of the company, through one or several operations of any nature, simultaneously or successive, shall be obliged to perform the acquisition through a public offer in the terms of the applicable legal provisions and according to the following:

a.      The offer shall be extended to the different series of the company;

b.      The offered consideration shall be the same, regardless of the kind or share series.

c.      The offer shall be made (i) for the capital stock percentage of the company equivalent to the proportion of ordinary shares intended to be acquired and relevant to the total of the same shares, or for the 10% (ten percent) of such capital stock, whichever is greater, as long as the offeror limit its final possession regarding the offer to a percentage that does not involve gaining the control, or (ii) for the 100% (on hundred percent) of the capital stock when the offeror pretends obtaining the control.

d.      The offer shall state the maximum number of shares offered, and if applicable, the minimum number offered in which acquisition is conditioned.

e.      The offeror shall not pay, deliver or provide any service involving a premium or surcharge to the price offered to a person or group of persons linked to the intended recipient of the offer.

The limitation mentioned in this section (e) shall not include the payment for compensations arising from agreements celebrated and linked with the offer (including without limitation, transfer contracts, termination agreements or any other type of agreement the company should celebrate with the Strategic Partner regarding the contracts celebrated among such parties) that impose a person an obligation to

perform or not to perform in benefit of the offeror or of the company, as long as such agreements were previously approved by the Board of Directors of the company, with the Audit Committee’s opinion, as well as revealed previously to the public investors.

2.        The acquisition public offers referred in number (1) above and (3) below, shall require approval from the majority of the members of the board of directors appointed for each series of shares representative of the capital stock of the company.

3.        In the case of the above number (1) above and in the case that through the performance of the public offer, the offeror intends to acquire the control of the company, the board of directors procedure for approval shall apply the provisions contained in section IV regarding shareholder meetings and shareholder rights from the Stock Market Law in what does not contradict to what is established in the Twelfth Article of this instrument.

For purposes of the foregoing, the following shall apply:

a.   The offeror shall notify the company through the Board of Directors, the terms and conditions of the intended offer (the “Offer Notice”).

b.   Immediately upon receiving the Offer Notice, the Board of Directors shall (i) transmit to the stock market the relevant event in the terms of the applicable law, and (ii) make it available to all of the shareholders.

c.   The Board of Directors shall elaborate after listening the opinion of the company’s corporate practices Committee, an opinion about (i) the price and/or offered considerations, (ii) the other terms and conditions of the offer, and (iii) the conflict of interests that, if applicable, any of the members of the Board of Directors may have with respect to the offer.

d.   The Board of Directors may accompany the opinion referred to in sub-section (c), an independent expert opinion hired by the company.

e.   The Board of Directors shall announce to the public-investors through the stock market, the opinions referred in sub-section (c) and (d) mentioned above within the following 3 (three) months as of receiving the Offer Notice.

f.   The members of the Board of Directors and the CEO of the company shall disclose to the public-investors, together with the opinions referred in sub-section (c) and (d), if applicable, the decisions to be made with respect to the property of its shares.

If the Board of Directors approves the terms and conditions of the offer, the offeror shall obtain authorization (express or implied) from the

Department of Communications and Transports (the “SCT”) with respect to the “change of control” prior initiating an acquisition public offer.

For purposes of the preceding paragraph only and in accordance with Article 23 of the Airports Law, when a person or group o persons owns 35% (thirty five percent) or more of the certificates representing the capital stock of the company, have the control over the shareholders meetings, is in the possibility to appoint the majority of the members in charge of management, or by any other means controls de company, shall be deemed to have the control.

If the Board of Directors approves the terms and conditions of the offer, the rest of the acts necessary to continue with the offer shall be performed by the offeror. The abovementioned shall include without limitation, obtaining the corresponding governmental authorizations, as well as the carrying out the notices that according to the law are required.

For purposes of this twelfth article, and if necessary, the company shall collaborate with the offeror to obtain the authorizations and perform the corresponding notices.

4.         In the event that prior initiating the public offer, the shareholders of the Series “BB” shares manifest their interest in accepting the offer (without being this an obligation to participate once the offer is made), the initiation of the same shall be conditioned to obtaining the corresponding authorizations from the SCT, as well as those regarding to the replacement of one of the partners of the Strategic Partner in their respective capacities as Mexican Partner or Airport Partner.

Notwithstanding the provisions of this article, the acquisition public offer shall not be necessary when:

1.   The acquisition or transmission of shares happens by inheritance, legacy or other provisions or instruments regarding “causa mortis”.

2.   The increase in the percentage of shareholding of any shareholder of the company is a consequence of a decrease in the number of shares circulating by a share repurchase by the company or by an early amortization of the same.

3.   The increase in the percentage of shareholding of any shareholder of the company is the result of a share subscription in consequence of a capital increase performed by such shareholder in proportion to the number of shares held before such capital increase in the terms of Article 132 of the General Law of Commercial Companies;

4.   The acquisition of shares is made by the company or subsidiaries, or by trusts incorporated by the company or subsidiaries, or by any other controlled person by the company or subsidiaries; and

5.   The acquisition of shares is made by: (a) the person that maintains the effective control of the company; (b) any legal entity that is under the control of the person above mentioned in subsection (a); (c) the estate of the person above mentioned in subsection (a); (d) ascendants or descendants in straight line of the person above mentioned in subsection (a); (e) the person referred in subsection (a) when it is reacquiring shares from any legal entity referred in subsection (b) or ascendants or descendants referred in subsection (c) and (d).

THIRTEENTH ARTICLE.Increases and Decreases of the Capital Stock.

The special shareholders meeting, subject to the provisions of these bylaws and the General Corporations Law must approve those increases or decreases in the fixed minimum capital of the Company.

With the exception of decreases in the capital stock as provided in the Ninth Article, the increases and decreases of the minimum fixed capital of the company shall be approved by an extraordinary shareholders meeting, subject to the provisions of these bylaws and the General Law of Commercial Corporations.

Increases or decreases to the variable part of the capital stock, shall be solved by an ordinary shareholders meeting which complies with the voting requirements established in the bylaws, and whose minute be formalized under a notary public without the need of registering it in the Public Registry of Property and Commerce.

In the terms of Article 53 and other articles applicable from the Stock Market Law, the company may issue non-subscribed shares that the treasury may keep in order to subscribed them later by the public-investors, as long as: (i) the extraordinary general shareholders meeting approves the maximum amount of the capital increase and the conditions to be made for the allocation of the shares, (ii) the subscription of issued shares is made by means of public offering upon its registration in the National Registry of Securities, in any case, complying with the Stock Market Law and other general provisions that emanate from it, and (iii) the amount of the subscribed and paid capital of the company is announced when the company advertises the authorized capital represented by issued and non-subscribed shares. The preemptive and tag-along subscription right referred to in Article 132 of the General Law of Commercial Corporations, shall not apply when in the case of capital increase through public offerings.

In the event of capital increase, shareholders shall have the preemptive right to subscribe such increase in proportion to the number of shares each one possess at the time of its approval according to Article 132 of the General Law of Commercial Companies as established below, except when: (a) the subscription offer is made under the terms of Article 53 of the Stock Market Law, (b) is a consequence of a merger with another company, (c) is a consequence of payment of shares in kind, (d) is a consequence from the

capitalization of liabilities in charge of the company, or (e) is about shares kept in the treasury to convert obligations in the terms of Article 210 bis of the General Law on Securities and Credit Obligations.

Capital increases may be carried out under any of the assumptions referred to in Article 116 of the General Law of Commercial Companies, through payment in cash or in kind, or through capitalization of liabilities or reserves in charge of the company or any other stockholders’ equity account. By virtue that the share certificates of the company does not contain the expression of its face value, it won’t be necessary to issue new certificates in case of capital increase as a result of the capitalization of premiums on shares, capitalization of retained earnings or valuation or reevaluation reserves capitalization, unless the shareholders meeting that approves such increase requests for it and approves in the terms of Article 53 and other applicable of the Stock market Law and Article 210 bis of the General Law on Securities and Credit Obligations.

New shares may not be issued until the previously issued shares have been fully paid.

The preemptive right established in this article shall be exercised by subscribing and paying the shares issued to represent the increase within the term of 15 (fifteen) business days following the publication date of the shareholders meeting resolution that decreed the capital increase in the Federal Official Gazette and in the regular local newspaper.

Notwithstanding the foregoing, if all the shares of the capital stock were represented in the corresponding shareholders meeting, such term of 15 (fifteen) business days shall be calculated as of the date in which the meeting was celebrated, and the shareholders shall be considered notified at the time of the resolution. In this case, the publication of the corresponding resolutions shall not be necessary.

Any increase in the capital stock shall be registered in a Stock Variation Record Book held by the company for this purpose.

The shareholders that own the representative shares of the variable part of the capital stock shall not have the right to withdraw referred to in Article 220 of the General Law of Commercial Companies.

Decreases in the capital stock may be performed to absorb losses, to reimburse shareholders their contributions or to free them from non-performed exhibitions, as well as under the provisions of Article 206 of the General Law of Commercial Companies. Decreases in the minimum fixed part of the capital stock shall require a resolution from an extraordinary general shareholders meeting and the consequently amendment of the Sixth Article of these bylaws, in which case should comply with the established in Article 9 of the General Law of Commercial Companies, unless the capital stock decrease is solely performed to absorb losses.

Decreases in the capital stock to absorb losses or through reimbursement to the shareholders, shall be performed proportionally to the fixed minimum part and to the

variable capital part, as well as to both share series. In the event that shareholders agree by unanimity of votes, capital stock reductions by reimbursement to shareholders may be performed in different proportions or only to the shareholders who agree to it.

In any case, the capital stock shall be decreased to less than minimum, and all decrease in the variable part of the capital stock shall be registered in the Stock Variation Record Book held by the company for such purpose.

FOURTEENTH ARTICLE.Subsidiaries Interest.

The subsidiaries of the company or companies over which it exercises control, shall not, directly or indirectly, invest in shares of the company or of any other company which it is one of its subsidiaries, unless such subsidiaries acquire shares of the company to comply with options or sales plans of shares agreed or that may be granted or designed in favor of the employees or officials of such companies or of the company itself according to the rules established by the Stock Market Law.

Administration of the Company

FIFTEENTH ARTICLE.Composition.

The administration of the company shall be entrusted to a Board of Directors. The Board of Directors shall be composed at all times by at least 11 (eleven) board members, in the understanding that the Board shall always be composed of an odd number of members and at least 25% (twenty five percent) shall have an independent capacity in terms of Article 24 of the Stock Market Law and the general nature regulations issued by the National Banking Commission.

All shareholder or group of shareholders of the series “B” shares that owns 10% (ten percent) of the capital stock, may appoint in the terms of Article 50, section I of the Stock Market Law, a member of the Board of Directors. The shareholders of series “BB” shares shall have the right to appoint 3 (three) members of their respective alternates in the terms of the Sixth Article of these bylaws. Only the board members that were appointed by the minority shareholders may be removed when all of the others are removed as well.

To appoint members of the Board of Directors of the company, shareholders shall comply with the following:

At the Annual Ordinary General Shareholders Meeting that gathers to acknowledge the approval of the report referred to in Article 172 of the General Law of Commercial Companies, the Board of Directors shall ratify or appoint, as the case may be, the proposal of the members of such Board of Directors.

The members of the Board of Directors will remain in their position for a one-year period, unless: (i) of death or incapacity of the member; (ii) the member quits; (iii) there is an impediment in the terms of the applicable law; (iv) when 51% (fifty one percent) of the

shares gathered in an Ordinary Shareholders Meeting approves it, except for the three board members appointed by the Series “BB” shareholders. The Board members shall continue performing their duties for 30 (thirty) natural days more, when its substitute has not been appointed or when the latter has not taken its position, even when the appointment term has concluded, and without being subject to Article 154 of the General Law of Commercial Companies.

In any of the assumptions mentioned in subsections (i) and (ii) referred to in the preceding paragraph, the member position shall be occupied by the person appointed by the Board of Directors as interim-regular board member, or the Ordinary Shareholders Meeting shall gather to ratify the interim board member or even appoint the new regular board member who shall act as interim until the end of the period authorized. In the event that the interim board member is subject to subsections (i) and (iii) referred to in the last paragraph, the Board of Directors shall appoint an interim board member that will substitute the former member, which shall be on duty until the next Ordinary Shareholders Meeting gathered to ratify or appoint the new board member, and which shall enter to perform duties when the former member has ceased to be part of the Board of Directors.

At each shareholder meeting that approves the appointment of the members of the Board of Directors; shall first appoint the members of the Board of Directors elected by: (i) the shareholders or group of shareholders of the Series “B” shares that represent 10% (ten percent) of the capital stock, (ii) the shareholders of series “BB” shares, and (iii) in the event that (a) at least eleven members have not yet been appointed, (b) there is not an odd number of board members, or (c) the 25% (twenty five percent) of independent board members are not yet appointed as mentioned before, the shareholders meeting shall appoint the missing members by majority of votes.

The members of the board of directors and their alternates, if applicable, shall be persons with recognized experience that may or not be shareholders; they can be reelected and will receive a remuneration determined by the shareholders meeting as proposed by the board of directors.

In terms of the Stock Market Law, the company shall indemnify the board members for damages caused by their performance in the company, controlled companies, or in those that has a significant influence, unless in the case of willful offences or an act of bad faith, or illegal acts according the applicable law. For this purpose, the Board of Directors may propose to the shareholders meeting contracting insurance, bails or guaranties that cover the amount of such indemnification in favor of the board members.

SIXTEENTH ARTICLE.Presidency and Secretary.

The President and Pro-secretary of the Board of Directors shall be appointed by the majority of votes of shareholders. The President of the Board of Directors shall have the deciding vote in case of a tie vote.

The President shall chair the Board of Directors sessions and in its absence, a board member elected by the Board for its best performance. As secretary of the sessions, the

Secretary of the Board, and in his absence the Pro-secretary, and in the absence of both, the person appointed by the Board of Directors of the foregoing session.

The Secretary and Pro-secretary of the Board of Directors shall not form part of such company’s body and shall be subject to the obligations and responsibilities established in the Stock Market Law.

The President of the Board of Directors shall have the faculties attributed to it by the law, these bylaws or authorized by the Board of Directors, or by the shareholders meeting.

SEVENTEENTH ARTICLE.Faculties.

In addition to what is established in the Eighteenth Article, the Board of Directors shall have the authority to instruct the CEO, the granting or removal of all class of general, special and/or limited powers by the company in favor of one or more members of the Board of Directors, employees and/or officials of the company and/or its subsidiaries, and in general to any third party, with the authority to include in such powers the delegation and/or substitution of the same.

EIGHTEENTH ARTICLE.Functions.

To comply with its faculties, the Board of Directors of the company shall have the following functions and attributions:

1.   Establish the general strategies to conduct the business, the business plan, and the annual investment budget of the company and companies being controlled;

2.   Approval of capital investments outside the annual budget approved for each fiscal year;

3.   Monitor the management and conduct the company and controlled companies considering the relevance of their financial, administrative, and legal situation of the company, as well as the performance of the relevant director;

4.   Propose to shareholders stock capital increase of the company;

5.   Propose stock capital increase of subsidiaries of the company;

6.   Approve the five-year development master program for airports operated by subsidiaries of the company to be submitted for approval before the Department of Communications and Transports and its amendments;

7.   The way the company will vote its shares in the shareholders meetings of its subsidiaries.

8.   The administrative structure of the company and the companies controlled.

9.   The appointment of the CEO within the candidates proposed by the members of the Board of Directors and appointed by the series “BB” shareholders in the terms of subsection (i) of the Nineteenth Article;

10. Removal of the CEO for justified causes;

11. Acquisition and alienation by the company of the representative shares of the capital stock of the company. As an exception of the above are (a) the acquisition of shares and/or negotiable instruments issued by investment companies and (b) the acquisition of negotiable instruments through investment companies.

12. Appointment and removal of new committees and faculties delegation to the same, or modification of the authorities of the existing committees.

13. Appointment of the members of the bodies exercising audits and corporate practices; provided that (a) at least one of its members shall be appointed among those proposed by the board members which were appointed by the series “BB” shareholders according with subsection (iv) of the Nineteenth Article, and (b) complies with the independence requirements establishes in the Stock Market Law.

14. Approval and presentation of proposals to the shareholders meeting of the company regarding (a) the dividend policy of the company, and if applicable, (b) the application of profits of the company;

15. Appointment of temporary board members without the intervention of a shareholders meeting when any of the assumptions of the Fifteenth Article of these bylaws exists or of Article 155 of the General Law of Commercial Companies;

16. Approval of the acquisition public offers in the terms of the Twelfth Article;

17. Submit to the general shareholders meeting celebrated when closing the fiscal year:

a)      The annual reports of the Audit Committee and Corporate Practices Committee, if applicable.

b)      The Annual report of the CEO accompanied by the opinion of the external auditor.

c)      The Board of Director’s opinion about the content of the CEO’s report referred to in the previous subsection.

d)      The report referred to in Article 172, section b) of the General Law of Commercial Companies, containing the main policies, information and accounting criteria to prepare the financial information.

e)      The report about the operations and activities intervened according to the Stock Market Law.

18. Follow up the main risks to which the company and controlled companies are exposed, identifying them base on the information submitted by the existing Committees to support the Board of Directors, the CEO and external auditor, as well as to the accounting systems, internal control, internal auditing, records, archive or information of the company and controlled companies, which can be done through the Audit Committee.

19. Appoint and remove the Internal Auditor of the company and establish its functions and attributions.

20. Approve the policies for information and communications with shareholders and the market, as well as with the Board members and relevant directors.

21. Determine actions to address irregularities that are aware and implement the corresponding corrective measures.

22. Establish policies to regulate the terms and conditions that the CEO will adjust in the exercise of its domain powers.

23.Order the CEO disclosure to the public of relevant events under its knowledge.

24.Approve, prior an opinion from the body that performs corporate practices functions:

a)   Policies and guidelines for the use and enjoyment of the goods that integrate the equity of the company and controlled companies by related parties.

b)   Operations, each one individually with related parties, seeking to celebrate with the company or controlled companies. The following operations shall not require approval from the Board of Directors, as long as adhere to the policies and guidelines approved by the Board to such purpose:

(i)   Operations that according to their amount lack of relevance to the company o controlled companies.

(ii)  Operations performed among the company and controlled companies, or with those that have a significant influence, or with any of the above as long as: are of the ordinary or usual line of business or made

at market prices or supported by valuations performed by specialist-external agents.

(iii) Operations performed with employees, as long as are carried out in the same conditions as with any client or as a result of general services provided.

c)Derogations for which the Board member, relevant director or person with authority, take advantage of the business opportunities for itself or for third parties, corresponding to the company or controlled companies, or that withholds a significant influence, that exceed the limits established in number 25 (b) of this Article;

d)The comprehensive remuneration of the CEO;

e)Define policies to establish and remunerate relevant directors, which shall comply with the Technical Assistance and Technology Transfer Agreement referred to in number 2 c) of the Sixth Article of these bylaws;

25.Approve, prior an opinion from the body that performs auditing practices functions:

a)   The financial statements of the company and subsidiaries.

b)   Executed operations, whether simultaneous or successive, which by its nature may be considered as a single operation and that intends to be carried out by the company or controlled companies in the span of a year when they are unusual or non-recurring, or it amount represents based on figures corresponding to the closing of the immediate quarter in any of the following assumptions:

(i)The acquisition or alienation of goods with a value equal or above to five percent of consolidated assets of the company or $20’000,000.00 (twenty million 00/100 USD) dollars, including the alienation of representative shares of the capital stock of the subsidiaries of the company.

(ii)The granting of guarantees or the assumption of liabilities, either through direct credits, financial leases, bonds, obligations or other trading securities, or in any other way for an amount equal or greater to five percent of consolidated assets of the company, or $40’000,000.00 (forty million 00/100 USD) dollars, or when exceeds the level of indebtedness established in the annual business plan which shall be at least according to a debt/capital equal to 50/50%, understanding it as total debt/total shareholders equity.

Debt value investments or banking instruments are exempt as long as are performed according to the policies approved by the Board for such purpose.

c)Policies to grant loans or any other type of credit or guarantees to related parties.

d)   Guidelines relating to internal control and internal auditing of the company and the companies controlled.

e)   Accounting policies of the company adjusting them to the recognized accounting principles, to the financial reporting standards and to the general nature provisions;

f)   Contracting an external-auditing firm for the company proposed by the Auditing Committee according to the Fortieth Seven Article of these bylaws, and if applicable, hiring additional or complementary services to the external audit services.

26. The decisions referred to in number 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, 24 a), 24 b), 24 c), 24 c), 24 e), 25 a), 25 b), 25 c), 25 d), 25 e), and 25 f) of this Eighteenth Article, shall require the favorable vote of the members of the Board of Directors appointed by the shareholders of the series “BB” shares. Likewise, a favorable vote of the members of the Board of Directors appointed by the series “BB” shareholders is required when the appointment of the temporary Board members referred to in number 15, correspond to the Board members appointed by the series “BB” shareholders.

NINETEENTH ARTICLE.Rights of the Members of the Board of Directors Appointed by the Shareholders of the Series “BB” Shares.

The members of the Board of Directors appointed by the shareholders of the series “BB” shares, acting unanimously, shall have the following exclusive faculties:

(i)Submit to the Board of Directors the name or names of candidates to be appointed as CEO of the company;

(ii)Propose the removal of the CEO of the company;

(iii)Appoint and remove half of the first level officers of the administration according to the Technical Assistance and Technology Transfer Agreement referred to in number 2 (c) of the Sixth Article of these bylaws, as well as the policies determined by the Board of Directors in terms of the number 24 (e) of the Eighteenth Article of these bylaws;

(iv)Propose the appointment of at least one of the members of each of the committees of the company, in the understanding that it shall comply with the independence requirements established in the Stock Market Law.

TWENTIETH ARTICLE.Calls.

Calls for the sessions of the Board of Directors shall be made in writing by the President, the Secretary or by the 25% (twenty five percent) of the members of the Board of Directors, or by the President of the Audit Committee or Corporate Practices Committee, and shall be delivered personally, by certified mail with return receipt, telefax, or any other means authorized by the board members to the other board members, with at least 5 (five) business days in advance to the fixed date of the session. The calls shall specify all matters to be discussed by the Board and include documentation to support such matters. The Board shall be authorized to consider or act with respect to any other matter not specified in the call when all of the members of the Board of Directors are present, or if applicable, their alternates. The call shall not be necessary if all members of the Board of Directors (or alternates, if applicable) are present in the session.

Likewise, the President, the Secretary or the 25% (twenty five percent) of the members of such Board, as well as the President of the Audit Committee and the President of Corporate Practices, shall have the right to include in the Agenda the points deemed necessary to discuss.

TWENTY FIRST ARTICLE.Sessions.

The Board of Directors shall meet when called at least once every 3 (three) months. The sessions of the Board of Directors shall take place in the company’s address or in any other location inside the Mexican Republic or abroad, as set out in the call, provided that, in order to meet in a different location from the company’s address, the call shall be made by the President of the Board of Directors or by at least 3 (three) members of the same. If the President does not attend the session, then the Board member appointed by the majority of the members present shall chair it. If the Secretary, or if applicable, the Pro-secretary does not attend the meeting, then the person appointed by the majority of votes of the members of the Board of Directors, shall act as such. The session’s minutes of the Board shall be transcribed in a Book used for such purpose and shall be signed by the person acting as President and Secretary of the same.

Copies or evidence of the session’s minutes of the Board of Directors and shareholders meetings, as well as the entries contained in the books and company’s records, may be authorized and certified by the Secretary of the Board of Directors.

TWENTY SECOND ARTICLE.Conflict of Interest.

The members of the Board of Directors, the audit Committee and the Corporate Practices members, that on a specific matter have conflict of interest according to the Stock Market Law, shall inform it to the Board of Directors or to the abovementioned committees prior taking any decision, and shall leave from the session during the discussion of such matter and abstain from voting.

The members of the Board of Directors shall be responsible for the resolutions agreed to the matters referred to in the last paragraph, unless in the assumptions of Article 159 of the General Law of Commercial Companies.

TWENTY THIRD ARTICLE.Quorum.

In order to validate the sessions of the Board of Directors, the majority of its members shall attend, and in order to validate the resolutions of the Board of Directors, the affirmative vote of the majority of its members is required, unless that these bylaws require the vote of a specific member to validate such resolutions.

According to the last paragraph of Article 143 of the General Law of Commercial Companies, the Board of Directors may validly agree on resolutions without the need that members personally meet in a formal session. Agreements taken outside of a session, shall be approved in all cases by the favorable vote of the majority of the members of the body in question, or in the event of a definitive absence or incapacity of any member, the favorable vote of the corresponding alternate member, according to the following provisions:

1.      The President, on his/her own initiative or at the request of any two members of the Board of Directors, shall inform all of the members of the Board of Directors or their alternates in written form of all agreements intended to be taken outside a session and the reasons that justifies it. Likewise, the President shall deliver to all of them, as requested, all documentation and clarifications required for such purpose. The President may be helped by the Secretary to perform the required communications;

2.       In the event that all members of the Board of Directors or its alternates required for a vote expressly declare to the President or auxiliary members their consent to the agreements or resolutions submitted, shall do so in writing. The written consent shall be delivered to the President and the Secretary immediately through any means that guarantee that will be received.

3.       Once the President and the Secretary receive confirmations in writing of all members of the Board of Directors, shall immediately proceed to transcribe the minute in the corresponding Minute Book, that shall contain all resolutions taken, the same that will be formalized with the signature of the President and the Secretary.

Responsibilities of the Board Members

TWENTY FOURTH ARTICLE.Duties and Responsibilities of the Members of the Board of Directors.

By the very fact of accepting the position, the members of the Board of Directors of the company shall assume the diligence and loyalty duties established in Articles 29 to 37 and others applicable from the Stock Market Law.

The liability regime applicable to the administration of the company shall be the one established from Articles 29 to 40, and other applicable of the Stock Market Law.

Subject to number 24 (c) of the Eighteenth Article and for purposes of the provisions of the Stock Market Law, shall not be considered as taking advantage or to use a business opportunity corresponding to the company when a member of the Board of Directors, directly or indirectly, perform activities that are ordinary or usual to the company or controlled companies, or in those that have a significant influence, due to the fact that, if such members are elected by the shareholders meeting, they will be considered for all legal purposes excused by the Board of Directors of the company.

Any responsibility carried out by the managers of the company, shall be validated through (i) the express approval of the performance of their obligations by the shareholders meetings; (ii) the implied approval of the status of the financial position by the shareholders meeting; or (iii) The execution of the resolutions by managers taken by shareholders meetings with strict adherence to their instructions ordered.

Committees

TWENTY FIFTH ARTICLE.Conformation.

The Board of Directors, directly or on the proposal of the CEO, for the development of the functions that these bylaws and applicable law appoint to them, shall have the help of one or more committees established for such purpose. When solving the incorporation of a committee, the Board of Directors shall establish the rules regarding its integration, faculties and obligations, functioning and other related matters with such committee.

TWENTY SIXTH ARTICLE.Surveillance.

Surveillance of the operations and compliance of the shareholders and Board of Directors agreements shall be trusted to one or two committees that perform Auditing functions and Corporate Practices, as well as to the legal entity that performs the external audit.

TWENTY SEVENTH ARTICLE. Integration and Operation of Committees that perform Auditing and Corporate Practices Functions.

Committees that performs auditing functions and corporate practices, shall integrate exclusively with independent board members and appointed members of the Board of Directors proposed by the President of the Board of Directors, and at least one of its members shall be proposed by the board members appointed by the series “BB” shareholders.

In the event that the company is controlled by a person or group of persons that own fifty percent or more of the capital stock, the committee performing corporate practices functions shall integrate by at least a majority of independent board members.

The members of the Corporate Practices and Auditing Committees shall last a year in office and will remain in the performance of their duties, even when the term has expired for which they have been appointed or by quitting the position until the persons appointed to replace them take possession of their positions or for a period of 30 (thirty) natural days in the absence of the designation of an alternate member or when he/she has not yet taken possession of the position.

The Presidents of the Corporate Practices and Auditing Committees shall be appointed and removed exclusively by the General Shareholders Meeting proposed by the President of the board of Directors. Likewise, the persons chairing the Auditing and Corporate Practices Committees shall act according to Article 43 of the Stock Market Law and the other applicable legal provisions.

The internal ordinance of each committee, and if applicable, its amendments and supplements, shall be elaborated and proposed by the corresponding Committee for approval of the Board of Directors.

The Auditing Committee shall gather at least 4 (four) times a year, or as often circumstances require them to gather; the Corporate Practices Committee shall session when compelling matters exists. The administration officers called and the independent auditor shall attend each session and will participate in the capacity of guests with the right of voice but without voting rights. The committee that performs auditing functions shall gather periodically with the internal auditor and independent auditor in separate executive meetings.

TWENTY EIGHTH ARTICLE.Corporate Practices Functions.

The committee that performs Corporate Practices functions shall have as a general function to monitor and mitigate risks in the celebration of businesses or in benefit of a determined group of shareholders, subject to authorizations or issued policies by the Board of Directors; supervise compliance of legal provisions and stock market regulations mandatory for the company; as well as other functions and responsibilities that including but not limited to the following:

(i)      Call shareholders meetings in terms of the Stock Market Law.

(ii)     Approve policies to use and benefit of goods that integrate the company’s equity.

(iii)    Elaborate the annual report on activities performed and submit it to the Board of Directors, the annual report shall contemplate at least the following aspects: (a) Observations regarding the performance of relevant directors; (b) Operations with related parties during the exercise informed; (c) the payment

packages or integral remuneration of the CEO and relevant directors of the company; and (d) exemptions granted by the Board of Directors for a board member, relevant director or person with authority in terms of the Stock Market Law takes advantages of business opportunities for itself or third parties in the terms established in the Eighteenth Article of these bylaws. Support the Board of Directors in elaborating the reports on accounting practices.

(iv)    Issue opinions about operations celebrated with related parties.

(v)     Authorize the remuneration package of the CEO and policies to determine remunerations of relevant directors.

(vi)    Others provisions prevailed in terms of the Stock Market Law, administrative provisions issued according to such law, the bylaws or by agreement of the shareholders meeting or Board of Directors are entrusted.

TWENTY NINTH ARTICLE.Auditing Functions.

The committee that performs Auditing functions shall have as a general function to monitor and supervise the integrity of the financial information, the process and accountability systems, control and record of the company and controlled entities; supervise the technical capacity, independence, and function of the legal entity that performs the external audit, the internal control efficiency of the company, and the financial risks valuations. Additionally, including but not limited, shall have the following functions:

1.Request the opinion of an independent expert when necessary for the proper performance of its functions or when the Stock Market Law or the general provisions required them.

2.Call shareholders meetings in terms of the Stock Market Law and request to include points deemed relevant to the Agenda.

3.   Monitor the establishment of mechanisms and internal controls (including without limitation, the approval of internal control regulations and administrative procedures) that enable to verify that acts and operations of the company and controlled companies, adhere to the applicable norm, as well as to implement methodologies that make possible comply with the above.

4.   Inform the Board of Directors of the situation of the mechanisms and internal controls, as well as the internal audit of the company or of the legal entities controlled, including detected irregularities, if applicable.

5.   Elaborate pertinent opinions according to number 25 of the Eighteenth Article and the Stock Market Law. Among others, the Auditing Committee shall elaborate the opinion referred to in Article 28, section IV, subsection c) of the Stock Market Law regarding the content of the report submitted by the CEO and

submit it for the Board of Directors considerations for subsequent submission to the shareholders meeting, relying among other elements, in the External Audit Report. Such opinion shall at least appoint the following:

(a)If the policies and accounting and information criteria followed by the company are suitable and sufficient considering its particular circumstance.

(b)If such policies and criteria have been applied consistently in the information submitted by the CEO.

(c)If as a consequence of subsections (a) and (b) above, the information submitted by the CEO reflects in a reasonable form the financial situation and results of the company.

6.   Support the Board of Directors in elaborating the reports referred to in number 17, subsection d) and e) of the Eighteenth Article of these bylaws.

7.   Monitor operations referred to in number 24 and 25 of the Eighteenth Article and Article 47 of the Stock Market Law of these bylaws, are carried out according to such provisions, as well as to the policies arising from the same.

8.   Request to the relevant directors and other employees of the company or controlled companies, reports on the financial information and any other type deemed necessary to the performance of its functions.

9.   Research acknowledged potential defaults on the operations, guidelines and operation policies, internal control systems, internal auditing, and accounting records of the company or controlled companies, and review all documentation, records and other evidence in the necessary degree and extension to carry out such surveillance.

10. Receive observations from shareholders, board members, relevant directors, employees, and in general by any third party regarding the matters referred to in the number 9 above, as well as to perform actions considered applicable regarding such observations.

11. Establish and publish procedures to receive, retain and gather in the system, complaints received by the company regarding accounting, accounting internal controls or matters related to audits, and confidentiality submission by the employees of the company regarding accounting concerns and questionable audits.

12. Request periodic meetings with the relevant directors, as well as the delivery of any type of information regarding the internal control and internal audit of the company or controlled companies.

13. Inform the Board of Directors about important irregularities detected in the exercise of its position, and if applicable, the corrective measures adopted or proposed to be applied.

14. Monitor the CEO on the compliance of agreements of the shareholders agreements and of the Board of Directors of the company, according to the instructions approved in the meeting or in the Board.

15. Discuss the financial statements of the company with the people responsible for its preparation and review, and recommend or not its approval in the Board of Directors.

16. Propose the external auditor of the company, as well as its recruitment to the Board of Directors.

17. Approve proceedings to approve the commitment of independent auditors to provide auditing and non-auditing services. The Audit Committee shall previously approve all auditing and non-auditing services provided by the independent auditors, according to such proceedings, to the legislation and regulations applicable in the markets were the company quote its shares.

18. Evaluate the performance of the legal entity providing external-auditing services, as well as to analyze the opinion or reports made and subscribed by the external auditor. For such purpose, the committee may request the presence of such external auditor when deemed necessary, notwithstanding that he/she shall meet with the latter at least once a year.

19. Together with the external auditor, review the financial information that shall be included in the annual report of the company, including the information submitted in the section “Comments and Analysis of the Administration about the Operation and Financial Situation Reports of the Company”, the judgment on quality and not just only the conformity, the accounting principles, the reasonableness of opinions made in the development of the financial statements, and the clarity of the information submitted in the same. The audit committee shall also discuss the results of the annual audit and any other matters that independent auditors are obliged to inform to the Audit Committee.

20. Elaborate an annual report of activities and submit it to the Board of Directors.

21. Together with the independent auditors, review any problems or difficulties that auditors have found regarding the annual audit or others, as well as any communication to the administration of the company delivered by auditors and the response of such letter from the company. Such review shall contain (i) any restrictions about the scope of activities or access to requested information; (ii) any disagreements with the administration regarding the generally accepted accounting principles and other matters; and (iii) significant adjustments to the

financial statements recommended by the independent auditors and adjustments proposed that were not accepted regardless of its importance.

22. Have the sufficient authority to (i) investigate any matter that brings the attention from the access to all books, records, facilities, and staff of the company; (ii) Maintain external legal advisors, external accountants and other advisors that advice the Audit Committee, and (iii) require to any officer or employee of the company, external advice of the company, internal audit, providers of auditing services or independent auditors to assist them in the meetings of the Audit Committee, or gather with any member or advisor of the Auditing Committee. The company shall grant sufficient funds to the audit committee to pay the independent auditors’ fees and any other required advisor by the company, as well as necessary and appropriate administrative expenses incurred by the Audit Committee in compliance of its responsibilities.

23. Others established by these bylaws and the Stock Market Law.

To support the performance of the Audit Committee, the company, through the Board of Directors, shall assign the appropriate funds required by the committee to cover all compensations of the external auditor, all compensations of external auditors hired, and all ordinary administrative expenses incurred by the committee in order to comply with its responsibilities.

THIRTIETH ARTICLE.Delegate.

The Audit Committee shall have the right to hire an expert who shall have sufficient authorities to monitor the compliance of the Strategic Partner with its obligations under the Technical Assistance and Technology Transfer Agreement and inform such committee.

Executive Office

THIRTY FIRST ARTICLE.Chief Executive Officer.

The management, conduction and execution of the businesses of the company and controlled companies, shall be the responsibility of the CEO who shall be subject to the strategies, policies and guidelines approved by the Board of Directors.

The CEO shall have the broadest powers to represent the company in administrative acts, for suits and collections, including special powers that according to law require a special clause. Regarding domain acts, the CEO shall have the powers established in the terms and conditions that the Board of Directors of the company determine according to number 22 of the Eighteenth Article of these bylaws.

Notwithstanding the above, the CEO shall:

1.Submit for approval of the Board of Directors, the business strategies of the company and controlled companies, based on the information provided by the latter.

2.Comply with the agreements of the shareholders meetings and Board of Directors, according to the instructions issued by the shareholders meeting or the Board of Directors, if applicable.

3.Propose an Audit Committee, the guidelines of the internal control system and the internal audit of the company and controlled companies, as well as execute guidelines approved for such purpose by the Board of Directors of the company.

4.Subscribe relevant information of the company together with the relevant directors responsible for their preparation as authorized by their position.

5.Publicize relevant information and events that should be disclosed to the public, according to the provisions of the Stock Market Law.

6.Comply with provisions relevant to the celebration of purchase operations and placement of shares of the company according to the instructions of the Board of Directors.

7.Exercise, on itself or through an authorized delegate and under its competence or by instructions of the Board of Directors, the corrective actions and applicable proceeding responsibilities.

8.Verify that partners, if applicable, make their capital contributions.

9.Comply with statutory and legal requirements established regarding dividends paid to shareholders.

10.Assure to maintain the accountability system, records, archives or information of the company.

11.Elaborate and submit to the Board of Directors the report referred to in Article 172 of the General Law of Commercial Companies, except as provided in subsection b) of such provision.

12.Establish mechanisms and internal controls that enables to verify that acts and operations of the company and controlled companies adhere the applicable norms, as well as to follow-up the results of such mechanisms and internal controls, and take the necessary steps.

13.Exercise liability actions in terms of the provisions of the Stock Market Law and these bylaws, against the related parties or third parties who have presumably damaged the company or controlled companies, or in which has a significant

influence, unless the Board of Directors prior to an opinion of the Audit Committee determine that such damage is not relevant.

THIRTY SECOND ARTICLE.Relevant Directors.

To exercise its functions and activities, as well as to provide proper compliance of obligations, the CEO shall receive help from the Relevant Directors appointed to such purpose and from any employee of the company or controlled companies.

Articles 29, 45, 46 and others relevant from the Stock Market Law, are applicable to the CEO and Relevant Directors.

THIRTY THIRD ARTICLE.Powers of the CEO.

The CEO shall have the following general powers to perform his/her functions provided in the Thirty First Article above:

1.   To exercise the power of the company for lawsuits and collections granted with all general and special powers requiring special clause according to the law.  Consequently, the power is conferred without limitation according to the first paragraph of Article 2554 and Article 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the Republic and the Federal District, as a result, consequently authorized to promote or desist amparo trials; promote or desist criminal complaints; cooperate with the Prosecutor’s Office and grant a pardon if appropriate with the law; to commit; settle; submit to arbitration; to respond and perform interrogatories; to challenge judges; receive payments; and execute all acts expressly determined by law, including to represent the company before courts, prosecutors, civil, tax, administrative and labor authorities.

2.   A powers of attorney for administration acts according to the provisions of the second paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the Republic and the Federal District to carry out the purpose of the company.

3.   A general power of attorney for administration acts implying the exercise of the right to vote over shares, partnership shares or securities, or representative rights from the capital, the CEO shall have a prior authorization from the Board of Directors or act according the policies determined by the latter.

4.   A general power of attorney for administration acts in labor matters according to Article 692, 786, 866 and other applicable provisions, as well according to Article 870 of the Federal Labor Law to appear before labor authorities in labor matters that the Company is party of or is a third party interested in the initial phase as any other subsequent phase, and formulate and answer interrogatories.

5.   A general power of attorney for lawsuits and collections in labor matters according to Articles 2554 and 2587 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the Republic and the Federal District, including but not limited, to represent the company before authorities and courts, whether local or federal, particularly before the labor courts, as well before the Labor Department and any other labor, criminal, administrative, and civil authorities or courts, expressly authorized to participate in labor suits and amparo trial proceedings, take, determine and answer interrogatories, and carry out all acts necessary as the legal representative of the company.

6.   A general power of attorney for domain acts according to the third paragraph of Article 2554 of the Federal Civil Code and corresponding provisions of the Civil Codes from other States of the Republic and the Federal District. The exercise of the domain acts performed by the CEO shall be limited as follows: (a) in the event of selling a property of the company, shares or partnership shares of controlled companies, the CEO shall jointly provide his/her signature with the persons determined by the Board of Directors or prior the authorization of the Board of Directors or the shareholders meeting; (b) in the event operations referred to in Article 28, section III, subsection c) of the Stock Market Law, prior authorization from the Board of Directors; (c) when the corresponding operation implies an equal amount or above 20% of the capital stock, prior authorization of the shareholders meeting.

7.   A power of attorney to issue, endorse and subscribe negotiable instruments according to Article 9 of the General Law on Securities and Credit Obligations.

8.   A power of attorney to open bank accounts in the name of the company, to draw on them and appoint the persons authorized to draw on them as well.

9.   Authority to grant and delegate general and special powers, remove and substitute them, in all or in part, according to the powers vested, expressly including the authority to persons carrying such authority may as well delegate, substitute or remove them, in all or in part, in favor of third parties.

Shareholders Meeting

THIRTY FOURTH ARTICLE.Classes.

The shareholders meetings shall be ordinary and extraordinary general or special, and all shall be held in the company’s address. Extraordinary general shareholders meeting shall be those: (i) called to discuss any of the matters specified in article 182 of the General Law of Commercial Companies, in the Forty Third and Forty Fourth Articles of these bylaws, (ii) called to agree on to hire and assume, direct or indirectly, any debt, liability or commitment with the series “BB” shareholders or any other related party, through which the company or subsidiaries are limited to perform additional investments to those provided in the master program, the annual business plan referred to in number 1 of the Eighteenth

Article or that have been approved by the company or subsidiaries, and including expressly the development master program referred to in number 6 of the Eighteenth Article of these bylaws and prevailed under Article 38 of the Airport Law, and (iii) called to agree upon the cancellation of the registration of shares of the company in the National Registry of Securities, the Stock Market and other national and international stock markets currently registered, except by quoting systems or other stock market which are not organized as the organized stock markets; any other shareholders meeting shall be ordinary, unless is a meeting to discuss any matter affecting a class or a series of shares in particular, which shall be considered as special shareholders meeting.

THIRTY FIFTH ARTICLE.Calls.

The President, the Secretary, two board members, the Audit Committee or the Corporate Practices Committee, shall perform the calls for a shareholders meeting. Any shareholder or group of shareholders that own 10% (ten percent) of issued shares of the company, may request at any time to the President of the Board of Directors, the Audit Committee or the Corporate Practices Committee to perform a shareholders meeting call to discuss the matters specified in the request. Any other shareholder shall have the same right in any of the events provided in Article 185 of the General Law of Commercial Companies. If the President of the Board of Directors, the Audit Committee or Corporate Practices Committee does not perform the call within 15 (fifteen) natural days after receiving a request according the above, the competent judicial authorities according to the company’s address, shall perform the corresponding call as requested by the shareholder or group of shareholders who are subject to the abovementioned assumptions and prior evidencing that truly are under such assumptions.

Likewise, the President of the Audit Committee and Corporate Practices Committee shall have the authority to include in the Agenda of the shareholders meeting calls, any points deemed necessary.

THIRTY SIXTH ARTICLE.Call Publications

Calls for shareholder meetings shall be publicized in the Federal Official Gazette or in a newspaper of national circulation with at least 15 (fifteen) natural days in advance of the meeting. The calls shall mention the place, date and time of the meeting, contain the points of the Agenda and matters to discuss, and shall be signed by the person or persons issuing it, provided that, if it was made by the Board of Directors, the signature of the President or Secretary of such organ, or delegate appointed by the latter, shall suffice, and in the event the call is made by any of the authorized committees, the signature of the Committee’s President shall suffice.

Shareholders meetings may be held without a call if all issued shares representing the capital stock of the company are represented in the meeting.

As of the publication date of the call for shareholders meetings, the information and documents related to each of the points of the agenda, shall be available immediately and free of charge to the shareholders.

THIRTY SEVENTH ARTICLE.Attendance.

Only shareholders registered in the Registry Book of shares of the company as owners of one or more shares, shall be admitted to the shareholders meeting of the company as long as they obtained the corresponding admission card, registration period which shall end 3 (three) business days before the shareholders meeting date.

To attend the meetings, shareholders shall exhibit the corresponding admission card, which shall only be issued upon request by the shareholder before one business day prior to the shareholders meeting date, together with the proof of deposit in the Secretary of the Company of the corresponding certificates or share instruments, or of the certificates or proof of deposit of such shares issued by an institution for the deposit of securities, by a credit institution, domestic or foreign, in the terms of the applicable provisions of the Stock Market Law. Deposited shares to obtain the right to attend the shareholders meeting shall not be returned until the end of the meeting and through the delivery of the receipt issued to the shareholder or representative for such purpose.

The members of the Board of Directors shall not represent shareholders in shareholders meetings. The person or persons appointed through a proxy letter signed before two witnesses or through forms made by the company that includes the name of the company, the corresponding points of the Agenda, as well as a blank space to provide instructions on how the power shall be exercised, and which shall not allow to include as a category of general matters, any of the points referred to in Articles 181 and 182 of the General Law of Commercial Companies, may represent shareholders in the shareholders meetings. These forms shall be available to shareholders or intermediaries of the stock market that evidence having the representation of the shareholders during the term provided in Article 173 of the General Law of Commercial Companies. The Secretary of the Board of Directors is required to ensure the observance of the provisions of this paragraph and report it to the shareholders meeting, which shall be recorded in the corresponding minute.

THIRTY EIGHTH ARTICLE.Minutes.

The minutes of the shareholder meeting shall be transcribed in a book particularly maintained for such purpose and signed by the persons that acted as President and Secretary of the meeting, and by those shareholders or representatives thereof that wish to do so. The proof of any corporate action adopted by the shareholders according to the Thirty Seventh Article of these bylaws, shall be transcribed in such book.

THIRTY NINTH ARTICLE.Presidency and Secretary.

The shareholders meetings shall be chaired by the President of the Board of Directors, and in his/her absence, by the person appointed by the majority of votes of shareholders present. The Secretary of the Board of Directors shall act as Secretary in the shareholders meetings, and in his/her absence, the Pro-secretary shall act as Secretary, and in the absence of both, the person appointed by the majority of votes of the shareholders present shall act as Secretary.

FORTIETH ARTICLE.Ordinary Shareholders Meeting.

Ordinary shareholders meetings shall be held at least once a year within the first four months following the end of each fiscal year. In the Annual Ordinary Shareholders Meeting, in addition to the matters specified in the Agenda: (i) The report of the Board of Directors referred to in Article 172 of the General Law of Commercial Companies (last paragraph of the article is not applicable) and the report of the Committees of the company, shall be discussed, approved or modified; (ii) the members of the Board of Directors, and if applicable, the members of the Committees of the company, shall be appointed or ratified; (iii) the remunerations of the members of the Board of Directors, and if applicable, the remuneration of the members of the Committees of the company, shall be determined, considering the Corporate Practices Committees proposals; and (iv) the report referred to in Article 172 of the General Law of Commercial Companies in which the company shall include the reports of the companies in which owns the majority of shares, when the investment value of each exceeds 20% (twenty percent) of the capital stock, depending on its financial position at the end of the corresponding fiscal year, shall be presented to the shareholders.

FORTY FIRST ARTICLE.Written Resolutions.

Resolutions whose adoption require the celebration of a shareholders meeting, may be taken without the need of celebrating a shareholders meeting through a written unanimous consent adopted by all shareholders with the right to vote as if the meeting was celebrated. The resolutions adopted shall have the same effects and legal consequences as other resolutions taken in a shareholders meeting. When the resolutions of shareholders are adopted in writing by unanimous consent, there would not be a need of a calling or any other formality different to the signature of all shareholders with voting rights in the document that evidences the adoption of the relevant resolutions. All documents that are part of the resolutions shall be sent to the file formed for such purpose. Adopted resolutions in the terms of this article, shall be transcribed in the Minute Book of Meetings of the company and signed by the President and Secretary of the Board of Directors.

Shareholders Meeting Votes

FORTY SECOND ARTICLE.Votes.

Each share shall have one vote at the shareholders meetings.

Any of the shareholders or group of shareholders that gathers at least 10% (ten percent) of the represented shares in a meeting, may request to extend the voting process of any matter not considered sufficiently informed, according to the terms and conditions provided in Article 50, section III of the Stock Market Law.

The shareholder of group of shareholder that represent 20% (twenty percent) of the capital stock, may oppose judicially to the resolutions of the general shareholders meetings

on which have the right to vote, according to Article 51 of the Stock Market Law and terms of Article 201 and 202 of the General Law of Commercial Companies.

FORTY THIRD ARTICLE.Quorum.

In order to validate the ordinary shareholders meetings held on the first call, at least 50% of the capital stock shall be represented in the meeting and the resolutions shall be valid if adopted by favorable vote of the majority of shares present or represented in the meeting (the “Majority Vote”). The ordinary shareholders meetings held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting and its resolutions shall be adopted and valid with the majority vote.

In order to validate an extraordinary or special shareholders meeting held on the first call, at least 75% (seventy five percent) of the capital stock shall be represented in the meeting. The extraordinary shareholders meeting held on a second or subsequent call shall be valid regardless of the number of shares represented in the meeting. The resolutions made in an extraordinary shareholder meeting held on a first or subsequent call, shall be valid when adopted by a favorable vote of shares representing more than 50% (fifty percent) of the capital stock of the company. The following are exceptions of the above: (i) the resolutions referred to in the Eighth Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock to be valid, (ii) the resolutions referred to in the Forty Fourth Article of these bylaws that require a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares, and (iii) the resolutions regarding the following matters reserved exclusively to the extraordinary shareholders meeting which shall be valid when adopted by the favorable vote of at least 75% (seventy five percent) of the capital stock of the company:

1.   Any amendment to the bylaws with the purpose of modifying or eliminating the power of the committees created by the administration of the company and subsidiaries, or cancel or modify the rights granted to the minority;

2.   Any resolution bringing the cancellation or transfer of rights pursuant to concessions granted by the Federal Government in favor of the company and subsidiaries;

3.   Early cancellations by agreement of the parties of the Joint Venture Agreement celebrated by the Company and the Strategic Partner.

4.   Any merger made by the company with other companies that is not directly related to the main line of business of the company and subsidiaries.

5.   Any demerger, dissolution or liquidation of the company.

FORTY FOURTH ARTICLE.Favorable Vote of Series “BB” Shareholders.

When series “BB” shares represent at least 7.65% (seven point sixty five percent) of the total capital stock subscribed and paid by the company and in order for the ordinary or extraordinary shareholders meeting, as applicable, to adopt valid resolutions of the matters mentioned below, shall need a favorable vote of at least 95% (ninety five percent) of the capital stock of the company or the favorable vote of the majority of the series “BB” shares:

(i)Approval of the financial statements of the company and subsidiaries;

(ii)Liquidation or early dissolution of the company;

(iii)Increase or decrease of the capital stock of the company and subsidiaries;

(iv)Statement and payment of dividends;

(v)Amendments of the bylaws of the company;

(vi)Mergers, demergers, reclassification or consolidations, or share splits.

(vii)Grant or modify special rights of the series that divide the capital stock.

(viii)  Any decision intended to modify or cancel the valid resolutions adopted by the Board of Directors in terms of the last paragraph of the Eighteenth Article and Nineteenth Article..

(ix)    Any resolution made by shareholders of the company about any of the matters referred to in the last paragraph of the Eighteenth Article or Nineteenth Article of these bylaws.

Separation of the Company

FORTY FIFTH ARTICLE.Withdrawal.

In terms of article 206 of the General Law of Commercial Companies, any of the shareholders may request a share reimbursement and separate from the company. The reimbursement of shares shall be made on the amount that represents the lowest value of the following: (i) 95% of the trading price of the stock market obtained from the average of operations made during the 30 (thirty) days when shares of the company were negotiated, and prior the date on which the resolution adopted about the right of withdrawal takes effect, during a period not exceeding 6 (six) months or if the number of days in which the shares were negotiated were inferior to 30 (thirty) days, then only the days taken into account for the negotiation will be considered, or (ii) the book value of shares according to the balance sheet corresponding to the last immediate fiscal year of the year when the withdrawal shall take effect, and previously approved by an ordinary shareholders meeting, as long as such shareholder voted against the resolutions adopted in the shareholders meeting that solves about changing the company’s purpose, nationality, transformation of

any kind, and as long as requests such withdrawal within 15 (fifteen) days after the closure of the corresponding meeting.

Payment of the reimbursement is enforceable to the company as of the following day of the celebration of the ordinary shareholders meeting that approved the balance sheet of the year when the withdrawal shall take effect.

Financial Information

FORTY SIXTH ARTICLE.Report of the Board of Directors.

The Board of Directors shall prepare and submit to the shareholders meeting held to close a fiscal year, a report containing all financial information required according to Article 172 of the General Law of Commercial Companies and other applicable of these bylaws. The financial information, together with the documents that supports it, shall be made available and delivered to shareholders requiring them in the company’s address.

FORTY SEVENTH ARTICLE.External Auditor.

The Board of Directors shall contract an external auditor’s firm for the company, which shall be proposed by the Audit Committee.

Any change or removal of the external auditor shall be approved by the majority of the votes of the members of the Board of Directors prior an opinion from the Audit Committee.

The external auditor shall only be called to the sessions of the Board of Directors in the capacity of guest with voice, but without vote, abstaining from being present regarding matters of the Agenda that may have conflict of interest or compromise its independence.

Profits and Losses; Fiscal Year

FORTY EIGHTH ARTICLE.Profits.

Subject to the applicable law, reserves and corresponding provisions, the net profits of each fiscal year shall be distributed in the following order:

1.5% (five percent) to establish, and if necessary, reestablish the legal fund reserve up to at least 20% (twenty percent) of the capital stock;

2.To separate the amount that the shareholders meeting agree to apply to create or increase the general or special reserves.

3.To create or increase the reserves of the capital stock of the company when advisable if the shareholders meeting agrees; and

4.If applicable, to pay dividends to shareholders of the company in the amount, form and terms determined by the shareholders meeting.

FORTY NINTH ARTICLE.Losses.

In the event of loss, it shall be compensated first by the capital stock reserves and these were insufficient, by the capital stock or against any other accounting entry determined by the shareholders meeting.

FIFTIETH ARTICLE.Fiscal year.

The fiscal year runs through January first to December thirty first of each year, unless by the fiscal year in which the company is liquidated.

Dissolution and Liquidation

FIFTY FIRST ARTICLE. The company shall dissolve in any of the events provided in Article 229 of the General Law of Commercial Companies.

FIFTY SECOND ARTICLE. Once the company is dissolved, shall submit its liquidation. One or more liquidators appointed by the shareholders meeting shall handle the liquidation. If the shareholders meeting do not provide such appointment, a civil judge or the local judge competent within the company’s address shall perform it upon request of any of the shareholders in the terms of Article 236 of the General Law of Commercial Companies.

FIFTY THIRD ARTICLE. In the absence of specific instructions provided by the shareholders meeting to liquidators, the liquidation shall be carried out according to the following priorities:

1.Conclusion of all pending businesses in the least prejudicial form to creditors and shareholders;

2.Credit and debt collection;

3.Sale of the company’s assets;

4.Preparation of the final liquidation balance;

5.   Distribution of assets remaining among shareholders proportionally to their corresponding shareholding interest, if applicable.

EX-2.4

EXHIBIT 2.4

FINAL SUPPLEMENT. The securities described in this informative report have been registered in the National Registry of Securities in charge of the Mexican National Banking and Securities Commission. Such securities may not be offered or sold outside the United Mexican States unless allowed by the laws of other countries.

BASED ON THE STOCK MARKET CERTIFICATE PROGRAM (THE “PROGRAM”) ESTABLISHED BY GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (“OMA” OR THE “ISSUER”) AND DESCRIBED IN THE PROSPECTUS OF SUCH PROGRAM BY AN AMOUNT OF $3,000,000,000.00 (THREE BILLION PESOS 00/100 MEXICAN CURRENCY) OR ITS EQUIVALENT IN INVESTMENT UNITS (“UDIS”), A PUBLIC OFFER OF 15,000,000 (ONE HUNDRED AND FIFTY MILLION) STOCK EXCHANGE CERTIFICATES WITH A FACE VALUE OF $100.00 (ONE HUNDRED PESOS 00/100 MEXICAN CURRENCY) EACH WAS CARRIED OUT (THE “ISSUANCE”) ACCORDING TO THE FOREGOING SUPPLEMENT (THE “SUPPLEMENT”)

TOTAL AMOUNT OF THE OFFER

$1,500,000,000.00 (one billion five hundred million pesos 00/100 Mexican Currency)

NUMBER OF STOCK EXCHANGE CERTIFICATES

15,000,000 (fifteen million)

The terms written with a capital letter but not expressly defined in the foregoing Supplement shall have the meaning assigned in the prospectus.

CHARACTERISTICS OF THE OFFER

Issuer:	Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.
Offer type:	Initial public and national.
Currency:	Pesos.
Type of Security:	Long term stock exchange certificates (“Stock Exchange Certificates”).
Issuance Number According to the Program:	Second.
Stock symbol:	OMA 13.
Total amount authorized by the Program:	$3,000,000,000.00 (three billion pesos 00/100 Mexican Currency) or its equivalent in Investment Units (UDIS).
Program term:	5 years.
Total amount of the offer:	$1,500,000,000.00 (one billion five hundred million pesos 00/100 Mexican Currency).
Number of Stock Exchange Certificates:	15,000,000 (fifteen million).
Face value:	$100.00 (one hundred pesos 00/100 Mexican Currency) each.
Term of effectiveness:	3,640 (three thousand six hundred and forty) days, equivalent to 20 (twenty) periods of 182 (one hundred and eighty two) days.
Placing price:	$100.00 (one hundred pesos 00/100 Mexican Currency) each.
Placing mechanism:	Traditional book construction.
Publishing date of the public offer notice:	March 21, 2013.
Construction date of the book:	March 22, 2013.
Issuance date:	March 26, 2013.
Publishing date of the notice of placement for informational purposes:	March 25, 2013.
Registration date in BMV:	March 26, 2013.
Liquidation date:	March 26, 2013.
Due date:	March 14, 2023.
Guarantee:	The Stock Exchange Certificates shall have the endorsement of a Guarantor according to the Certificate and the foregoing Supplement. The Guarantor(s) that, individually or jointly, reach the Minimum Endorsement shall approve the Stock Exchange Certificates. At any time during the term of effectiveness of the Stock Market Certificates and without the consent of the Holders or Common Representative, the Issuer shall have the right to release any Guarantor from payment obligations that arise from the Stock Market Certificates, as well as the right (but not the obligation) to substitute any Guarantor or include a new one, as long as after such release, addition or substitution takes effect and complies with the Minimum Endorsement, based on the most recent and available annual financial statements audited and consolidated by the Issuer.
Net resources obtained by the Issuer:	$1,492,844,361.65 (one billion four hundred and ninety two million eight hundred and forty four thousand three hundred and sixty one pesos 65/100 Mexican Currency).
Destination of the funds:	The resources obtained through the Issuance shall be applied by the Issuer to the concepts indicated in the section “Destination of the funds” of the foregoing Supplement.
Grade granted by Standard & Poor’s, S.A. de C.V.:	“mxAA+”, that means the following: The debt graded with “mxAA” only differs in a small degree with respect to others graded in the maximum category. Indicates that the issuer’s payment capacity to

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	comply with its financial commitments and obligations is very strong with regard to other issuers in the national market. The grades comprised from “mxAA” to “mxCCC” may be modified adding a plus (+) or a minus (-) sign to highlight its strength or weakness under each category of the grade.
Grade granted by Fitch Mexico, S.A. de C.V.:	“AA+(mex)”, which means: Very high creditworthiness. The national grades “AA” indicate an expectation of a low risk of default in comparison to other issuers or obligations in the same country. The risk of an inherent default only differs slightly in comparison to other high issuers or graded obligations in the country.
The grades does not constitute an investment recommendation and may be subject to updates at any time, pursuant to the methodology of the rating agencies.
Increase in the number of Stock Exchange Certificates:	The Issuer may issue and publicly offer additional Stock Exchange Certificates than those referred in the Certificate that documents the foregoing Issuance and the foregoing Supplement.
Interests and calculation procedures:	According to the calendar of payments that appear in the section “Interest Payment Date”, the Stock Exchange Certificates shall accrue a fixed annual gross interest over its face value equal to an annual gross interest rate of 6.47% (six point forty seven percent) (the “Annual Gross Interest Rate”) which shall be maintained fixed during the Issuance term, as of the issuance date and if they haven’t been paid. The ordinary interests accrued by the Stock Exchange Certificates shall be calculated at the beginning of each Interest Period (as defined below), and the calculations to determine the amount to pay shall include the natural days elapsed until the payment date. Calculations shall close to the hundredths. To determine the amount of ordinary interests payable in each Period of Interests with regard to the Stock Exchange Certificates, the Common Representative shall use the formula established in the Certificate, which is also reproduced in this Supplement.
Default Interest:	In an event of default in the payment of interests and/or the principal amount of the Stock Exchange Certificates, default interest shall accrue over the unpaid principal of the Stock Exchange Certificates to an Annual Gross Interest Rate applicable to the Issuance, plus 2 (two) percentage points. The default interest caused are payable upon demand in the offices of the Common Representative (whose address is shown in the section “Payment Place and Form of the Principal Amount and Interest” of the foregoing Supplement) as of the immediate Business Day after the payment is due and until the full amount due is paid, based on a year containing 360 (three hundred and sixty) days and the days currently in default.
Interest payment frequency:	Interest accrued by the Stock Exchange Certificates shall be paid every 182 (one hundred and eighty two) days in accordance with the calendar of payments of interests described in the Certificate and reproduced in the foregoing Supplement, during the Issuance term and upon delivery of a receipt issued by Indeval
Payment of Principal:	The principal amount of the Stock Exchange Certificates shall be paid in one payment in the Due Date, which is in March 14, 2023, upon delivery of the Certificate or receipt issued by Indeval.
Interest Payment Date:	Interests from the Stock Exchange Certificates shall be paid according to the calendar of payments inserted in the Certificate and in the foregoing Supplement. If any payment has to be made in a non-business day according to the calendar, payment shall be made the next Business Day. The first payment of interest shall be made precisely in September 24, 2013.
Payment Place and form of the principal amount and interests:	The principal amount and interest accrued regarding the Stock Exchange Certificates shall be paid on its due date and in each Interest Payment Date respectively, with a wire transfer through Indeval located in Reforma No. 255, Col. Cuauhtemoc, Del. Cuauhtemoc, Mexico, D.F., 06500, upon delivery of the Certificate or receipt that for such purposes is issued by Indeval. Payment of default interests shall be made in the Common Representative’s office located in Paseo de la Reforma No. 284, Col. Juarez, Mexico, D.F., 06600.
Total payment in advance:	The Issuer shall have the right to pay the full (but not in part) amount in advance of the Stock Exchange Certificates in any date before the Due Date (such date, the “Payment in Advance Date”) to an amount equal to the Payment in Advance Price (as defined below), plus accrued and unpaid interest of the principal of the Stock Exchange Certificates until the Payment in Advance Date. The Payment in Advance Price shall never be less to 100% (one hundred percent) of the principal amount due of the Stock Exchange Certificates to the Payment in Advance Date, and shall be calculated according to the Certificate and the foregoing Supplement.
Early termination:	The causes of an Early Termination of the Stock Exchange Certificates are described in detail in the section “Issuer Obligations” of the Certificate and in the foregoing Supplement.
Trustee:	Indeval.
Potential buyers:	Individuals and legal entities when their investment regime is expressly provided. Potential buyers shall consider carefully all information contained in the Prospectus and in the foregoing Supplement.
Tax Regime:	The foregoing section contains a brief description of certain applicable taxes in Mexico regarding the acquisition, property and management of debt instruments, such as Stock Exchange Certificates of resident and non-resident investors in Mexico for tax purposes, but is not an exhaustive description of all tax considerations that may be relevant to a decision of purchasing or manage Stock Exchange Certificates. The current tax regime may be modified throughout the life of the Stock Exchange Certificates. It is recommended for investors to ask for advice independently from tax advisors regarding the legal provisions applicable to an acquisition, property and management of debt instruments, like the Stock Exchange Certificates before investing. The retained rate applicable to paid interests is subject to:

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	(i) individuals and legal entities residents in Mexico for tax purposes, to Articles 58, 160 and other applicable of the valid Income Tax Law, and (ii) individuals and legal entities residents abroad for tax purposes, to Article 195 and other applicable of the valid Income Tax Law and will depend on the effective beneficiary of the interests.
Obligation to give, act and prohibitions of the Issuer:	Those indicated in the section “Issuer and Guarantor Obligations” of the Certificate and the foregoing Supplement.
Common Representative:	Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero.

Placement Brokers

Potential buyers shall consider that two of the loans to be paid with resources of the Issuance, were granted by related institutions or that are part of the same consortium as of the Placement Brokers, while other payment obligations incurred by the Issuer in the ordinary course of its business, may have as a creditor an institution that is part of the same financial group of the Common Representative by what could be considered that such entities have a particular interest in the operation. In spite of the above, both, each of the Placement Brokers and the Common Representative, have internal control mechanisms designed to prevent and avoid the non-alignment of their interests.

The Stock Exchange Certificates are part of the program authorized by the CNBV, are registered under number 3056-4.15-2011-001-02 of the RNV, and are suitable to be listed in the corresponding list of the BMV.

Registration in the RNV does not imply certification of the value, the solvency of the Issuer or the accuracy or veracity of the information contained in the Prospectus, the foregoing Supplement, the Public Offer Notice, nor validates acts that were performed in breach of the applicable laws.

The Program Placement Prospectus and the foregoing Supplement can be found on the Internet in the website of the CNBV (www.cnbv.gob.mx) and BMV (www.bmv.com.mx), or in the Issuer’s website (www.oma.aero); in the understanding that the latter does not forms part of the Prospectus or the foregoing Supplement, nor has been validated by the CNBV. The Prospectus and the foregoing Supplement are available with the Placement Brokers.

Mexico, D.F., March 26, 2013. CNBV publication authorization 153/6380/2013, March 20, 2013.

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INDEX

I. DEFINITIONS	6
II. THE OFFER	10
1. Characteristics of the Offer	10
1.1 Issuer	10
1.2 Name	10
1.3 Type of security	10
1.4 Issuance number according to the Program	10
1.5 Stock Symbol	10
1.6 Total amount authorized by the Program	10
1.7 Program Term	10
1.8 Total amount of the offer	10
1.9 Number of Stock Exchange Certificates	10
1.10 Face value of the Stock Exchange Certificates	10
1.11 Term of effectiveness	10
1.12 Placing price	10
1.13 Placing mechanism	10
1.14 Publishing date of the public offer notice	10
1.15 Construction date of the book	10
1.16 Issuance date	10
1.17 Publishing date of the placement notice for informational purposes	11
1.18 Registration date in BMV	11
1.19 Liquidation date	11
1.20 Due date	11
1.21 Guarantee	11
1.22 Net resources obtained by the Issuer	11
1.23 Grade granted by Standard & Poor’s, S.A. de C.V.	11
1.24 Grade granted by Fitch Mexico, S.A. de C.V.	11
1.25 Increase in the number of Stock Exchange Certificates	11
1.26 Interest and calculation procedures	12
1.27 Gross Annual Interest Rate	13
1.28 Default interest	13
1.29 Interest payment frequency	13
1.30 Payment of principal	13
1.31 Interest payment date	13
1.32 Place and for of payment of the Principal and Interests	13
1.33 Total payment in advance	14
1.34 Trustee	14
1.35 Potential buyers	15
1.36 Tax regime	15
1.37 Common Representative	15
1.38 Placement Brokers	15
1.39 Authorization of the CNBV	15
1.40 Obligations of the Issuer and Guarantors	15
Obligation to give	15
Obligation to act	15
Prohibitions	17
Causes of Early Termination	18
2 Risk Factors	20
3 Destination of the Funds	21
4 Distribution Plan	22
5 Expenses related to the Offer	24
6 Capital structure before and after the Offer	25
7 Guarantors	26
8 Common Representative	27
9 Shareholders Meeting	28
10 Persons with relevant participation in the Offer	30
11 Recent events	31
Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	31
III FINANCIAL INFORMATION	32
1 Selected financial information	32

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Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	32
2 Financial information by a line of business, geographic zone and export sales	32
Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	32
3 Relevant credit report	32
Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	32
4 Commentary and analysis from management about the results of the operations and financial situation of the Issuer (result of operations, financial situation, liquidity, capital resources, and internal control)	32
Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	32
5 Estimates, provisions or critical accounting reserves	32
Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.	32
IV PERSONS RESPONSIBLE	33
V ANNEXES	38

Annex	1.Certificate	38
Annex	2.Granted grade by Standard & Poor’s, S.A. de C.V.	39
Annex	3.Granted grade by Fitch Mexico, S.A. de C.V.	40
Annex 4.	Legal Opinion	41
Annex 5.	Financial Statements	41
The financial statements of the Issuer are incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013 respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

The foregoing Supplement and its annexes are an integral part of the Program Prospectus authorized by the Mexican National Banking and Securities Commission, therefore should be jointly reviewed.

The Annexes of the foregoing Supplement are an integral part of the same.

The terms written with a capital letter but not expressly defined in the foregoing Supplement shall have the meaning assigned in the prospectus and in the Certificate.

No intermediary with legal representation to celebrate operations with the public or any other person has been authorized to provide information or to make any statement that is not contained in this Supplement. As a result of the foregoing, any information or statement not contained in the Prospectus shall be considered as unauthorized by Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC, and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex.

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I DEFINITIONS

“Total Consolidated Assets” means that at any date, the total consolidated assets of the Issuer and determined Subsidiaries of such date and based on the most recent and available consolidated balance of the Issuer.

“Important Assets” means the assets owned by the Issuer and/or Subsidiaries as of to this day, whose fair market value exceeds 5% (five percent) of the Total Consolidated Assets’ value based on the most recent and available consolidated balance of the Issuer.

“Affiliate” means, with regard to a determined person, any person that, directly or indirectly, Controls or is Controlled, or is under the common Control of such determined person.

“Government Authorization” means the Concessions and any other authorization, approval, right, franchise, license, permit, certification, exemption, presentation, report or record granted by or before any government authority and necessary to perform the activities, the company’s purpose, operation and conduction of the business of the Issuer and Subsidiaries.

“Minimum Endorsement” means that on the last day of each fiscal year, the EBITDA of Guarantors added to the Issuer’s as itself, represents at least 80% (eighty percent) of the Consolidated EBITDA for such fiscal year. For clarification purposes, the previous calculation shall be made considering the consolidated subsidiaries of each Guarantor, if applicable, and based on the most recent and available consolidated audited annual financial statements of the Issuer.

“Guarantor” means any of the Subsidiaries of the Issuer, Aeropuerto de Acapulco, S.A. de C.V.; Aeropuerto de Ciudad Juarez, S.A. de C.V.; Aeropuerto de Culiacan, S.A. de C.V.; Aeropuerto de Chihuahua, S.A. de C.V.; Aeropuerto de Monterrey, S.A. de C.V.; Aeropuerto de Mazatlan, S.A. de C.V.; Aeropuerto de Tampico, S.A. de C.V.; Aeropuerto de Torreon, S.A. de C.V.; and/or Aeropuerto de Zihuatanejo, S.A. de C.V., that are incorporated and named as such in the Certificate; which shall guarantee payment of the principal and interests of the Stock Exchange Certificates in the terms described in the Certificate and in the foregoing Supplement.

“BMV” means Bolsa Mexicana de Valores, S.A.B. de C.V.

“Change of Control” means that (i) Empresas ICA, S.A.B. de C.V. (“ICA”) and Aeroports de Paris, S.A. (“ADP”), individually or jointly, directly or indirectly, and for any reason different to the conversion of the full amount of Series “BB” shares into “B” shares of the Issuer, stop having the right to determine the sense of the vote of the Series “BB” shares issued by the Issuer that represent at least 7.65% of the Capital Stock of the Issuer, or (ii) if for any reason different to the conversion of the full amount of Series “BB” shares into “B” shares of the Issuer, directly or indirectly, ICA stop having the veto and special rights conferred by the Bylaws of the Issuer valid at the time and of the Series “BB” shares, or (iii)in the event that the full amount of the Series “BB” shares were converted into Series “B” shares of the Issuer, ICA and ADP, individually or jointly, and directly or indirectly, stop having the right to determine the sense of the vote of the Series “B” shares issued by the Issuer that represent at least 50% (fifty percent) plus one share of the Capital Stock of the Issuer.

“Capital Stock” means shares, partnership interest or similar instruments (regardless of its name) representative of the capital stock of the company, as well as any other interest in a person (different from the company) and all and any optional warrants, rights or purchase options regarding the above.

“Causes of Early Termination” has the meaning set forth in the section “Causes of Early Termination” of the foregoing Supplement.

“Certificates” or “Stock Exchange Certificates” means the 15,000,000 (fifteen million) stock exchange bearer certificates covered in the Certificate.

“CNBV” means the Mexican National Banking and Securities Commission.

“Concessions” means the concessions granted by the Department of Communications and Transports to the Issuer’s subsidiaries in June 29, 1998 and its amendment in September 12, 2000 to manage, operate and use the Airports of Acapulco, Ciudad Juarez, Culiacan, Chihuahua, Durango, Mazatlan, Monterrey, Reynosa, San Luis Potosi, Tampico, Torreon, Zacatecas, and Zihuatanejo, during a term of 50 years as of November 1, 1998.

“Services Contract” means the management services contract celebrated in June 14, 2000 by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Ciudad Juarez, S.A. de C.V., Aeropuerto de Culiacan, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlan, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de San Luis Potosi, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreon, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V.

“Multi-year Services Contract” means the services contract to maintain the airplane tracks celebrated between the Issuer and Empresas ICA, S.A.B de C.V., on September 10, 2007.

“Control” means the capacity of a person or group of persons, to perform any of the following acts: (a) Impose, directly or indirectly, decisions in general shareholders meetings, in partners and other equivalent organs’ meetings, or to appoint or remove the majority of the board members, managers or their equivalent, of a legal entity; (b) maintain ownership of rights that allow, directly or indirectly, a voting exercise of more than fifty percent of the capital stock of a legal entity; or (c) manage, directly or indirectly, the administration, strategy or main policies of a legal entity, wether through the ownership of securities, by a contract or any other form.

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“Debt” means, with respect to any and each person, (i) all obligations of such person as a consequence of borrowing money; (ii) all obligations documented from such person in bonds, stock exchange certificates, obligations, promissory notes, or similar instruments; (iii) all obligations of such person to pay periodically the purchase price of goods and services (different from accounts payable through the normal course of business); (iv) all of the third parties’ guaranteed debt by an encumbrance incorporated over its assets owned, regardless if such third party assumed that Debt (for purposes of this subsection, in this case, the amount of Debt shall be equal to what results less from (x) the outstanding amount of such guaranteed Debt, and (y) the fair market price of the assets subject to a Encumbrance according to such person in good faith); (v) the guarantees granted by such person with regard to the third party’s Debt (for purposes of this subsection, the amount of Debt in this case, shall be equal to what results less from (x) the outstanding balance of such guaranteed Debt, and (y) the maximum amount of such guarantees, if applicable); (vi) Financial Lease obligations of such person; (vii) Obligations of such person in operations in which agrees to alienate assets, properties or goods, and lease such asset, or property pretended to be used for the same purposes to which it has been alienated; (viii) direct net obligations or contingent of such person as a consequence of any Obligation of Derivative Operations; and (ix) obligations, whether contingent or not, of such person to reimburse any other person paid amounts according to the letters of credit, credit guarantees and bank acceptances.

“Important Debt” means the Issuer’s or any of the Guarantor’s Debt (different from the Stock Exchange Certificates’ obligations) whose principal amount is greater than USD$10,000,000.00 (or its equivalent in any other currency).

“Business Day” means any day that is not Saturday or Sunday, or holiday required by law, in which the full-service Banking Institutions maintain their offices open to the public for operations according to the calendar published periodically by the CNBV.

“Provisions” means the general provisions applicable to securities issuers and other participants in the stock market, issued by the CNBV and published in the Federal Official Gazette on March 19, 2003, which have been modified from time to time.

“Issuance” means the issuance of Stock Exchange Certificates covered in the Certificate, which correspond to the stock symbol “OMA 13”.

“Issuer” means Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., a company whose purpose is to: (i) acquire shares, interests or partnerships in private or public companies, whether as founder or through acquisition of shares or partnerships in already organized companies, dedicated to management, operations, including the rendering of airport services, complementary and commercial services, construction and/or management of civil aerodromes, in the terms of the Airport Law and its regulations, as well as to participate in the Capital Stock of companies that provide all type of services, and to exercise its voting shares when required, always in the same sense according to the bylaws, or according to instructions of the board of directors, shareholders of the company or any other person authorized in terms of the bylaws; to sell, transfer or use any of the shares or partnerships, or other securities permitted by law; (ii) receive from other Mexican or foreign entities, companies or individuals, and render services that may be required to perform its purpose as a company, including but not limited to, consulting services in the areas of management, industrial, accounting, marketing or financial regarding management, operation, construction and/or management of airports, to companies in which it holds an interest or partnership, or to other entities, companies or individuals; (iii) request and obtain under any capacity or through subsidiaries, concessions and permits to carry out the management, operation, construction and/or use of airports, as well as to provide any type of service necessary to use such airports and perform any other activity that supports and is related to such purpose, including but not limited to, any type of warehousing activity, and any other activity that complements the provided services and that directly benefits itself, as well as to provide guarantees over the concessions and permits. In the same manner, in terms established in the corresponding regulations and in the certificate of the concessions, the company may receive by itself or through a subsidiary, the revenues for the use of the civil aerodrome infrastructure, by the celebration of contracts, for services provided directly, as well as for commercial activities performed. Furthermore, the company may provide custody, handling and warehousing services of merchandise in Bonded warehouses in the several methods provided by the law, prior obtaining the necessary concessions or authorizations, likewise, the company may operate, coordinate, manage, supervise and/or carry out the rendering services of loading, unloading and handling of merchandise according to the subject law; (iv) obtain, acquire, manage, license or use all type of patents, invention certificates, registered trademarks, commercial names, copyrights or any other rights related, whether in the United Mexican States or abroad; (v) obtain all type of loans or credits, with or without a specific guarantee, and grant loans to legal entities or individuals that the company has an interest of more than 50% (fifty percent) of the voting Capital Stock or in companies that in any way has the control (according to the terms established in the Sixth Article of the bylaws); (vi) Grant all types of guarantees and sureties in issued negotiable instruments and obligations assumed by the companies or companies in which the company has an interest or partnership of more than 50% (fifty percent) of the voting Capital Stock or in other companies where it has the Control (according to the terms established in the Sixth Article of the bylaws); (vii) issue and subscribe all types of negotiable instruments, accept them and endorse them, including obligations with or without a real guarantee; (viii) issue unsubscribed shares of any class that make up the share capital held in the treasury stock of the Company for delivery through a corresponding subscription, as well as to enter into option contracts with third parties in whose favor the right to subscribe and pay in the shares that the Company issues for such purpose. Likewise the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 and other applicable articles of the Mexican Stock Market Law; (ix) maintain, hold, sell, transfer, dispose of, or take on loan any type of assets, real or personal property, as well as the real property rights to them, that may be necessary or advisable to carry out its purpose or for the activities that the companies or civil code regulated entities in which the Company may hold an interest or participation; (x) In general, to carry out and execute all acts, contracts, and related, incidental or accessory transactions necessary or convenient to carry out the foregoing purposes.

“Officer Responsible” means the Chief Executive Officer, Director for Operations, Administration and Finance Director, or any other officer with similar hierarchy as the Issuer and that has general powers for administration acts to act in name and representation of the Issuer.

“Encumbrance” means with regard to any asset, any mortgage, pledge, usufruct, deposit, burden, preference or any other real guarantee of any kind or nature, including all purchase agreements conditioned or reserved with ownership.

“Permitted Encumbrances” means:

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(i) Encumbrances as a consequence of any tax or labor obligation, or created by law, as long as claimed in good faith and made with reserves or any other necessary provision according to the Mexican Financial Reporting Standards (“NIF”) or the International Financial Reporting Standards (“IFRS”), if applicable;

(ii) Deposits to guarantee compliance in tenders, business contracts, leases, bonds, and other obligations of similar nature, in each case,held in the normal course of business;

(iii) Encumbrances created as a consequence of an legal easement over the Issuer or Subsidiaries’ assets;

(iv) Encumbrances created prior the issuance date of the Stock Exchange Certificates;

(v) Encumbrances on asset that exist before the Issuer or any of it subsidiaries acquire or encumbrances on assets existing before a person converts to a Subsidiary of the Issuer, as long as (a) such Encumbrances were not created exclusively for the acquisition or to convert such person in a Subsidiary of the Issuer, (b) such encumbrances do not extend to other assets of the Issuer or any of its Subsidiaries, and (c) such Encumbrances only guarantee those obligations guaranteed on the acquisition date or, if applicable, on the date that such person converts into a Subsidiary of the Issuer, if applicable, as well as the extensions, renovations or substitution of such obligations that do not imply an increase in the principal amount of the same; and

(vi) Other than the above encumbrances, as long as the unpaid principal of the debt and other obligations guaranteed with Permitted Encumbrances according to subsection (vi) does not exceed at any time 5% (five percent) of the Total Consolidated Assets.

“Indeval” means S.D. Indeval Institucion para el Deposito de Valores, S.A. de C.V.

“Environmental Laws” means all laws, regulations, norms, codes, circulars, orders, decrees, permits, licenses and issued resolutions by governmental authorities according to the applicable laws and valid as of the foregoing document, and that relate to: (i) pollution (including historical pollution), remedies or Environmental Protection, (ii) the adequate use of natural resources, such as water, including but not limited to, the National Water Law, its regulations, the Federal Tax Act and the Official Mexican Standards, or (iii) storage, creation, treatment or disposal of Hazardous Substances, including but not limited to, the General Law to Prevent and Integral Management of Waste, and other regulations with regard to hazardous residues, as well as other laws, regulations and Mexican rules, whether federal, state or local referring to environmental matters and obligations.

“Majority of Stock Exchange Certificates” has the meaning set forth in the section “Common Representative” of the foregoing document.

“Environment” means the air, superficial waters, underground waters, all earth, all living organisms, sediments, soil, ground stratum, natural resources, and the environment or the living environment, as defined in the Environmental Laws.

“Mexico” means the United Mexican States.

“NIF” means the Financial Reporting Standards applicable in Mexico.

“IFRS” means the International Financial Reporting Standards published by the International Accounting Standards Board.

“Financial Lease Obligations” means with regard to any person, the obligations of such person to pay rent or other amounts according to a lease (or any other agreement that grants using rights) of goods or property, or a combination of both, and whose obligations shall be classified and agreed as Financial Lease Obligations in the balance sheet of such person according the NIF or IFRS, and the amount of such obligations shall be at any time the amount capitalized when determined according to NIF or IFRS.

“Obligations of Derivative Operations” means with regard to any person, the obligations of any interest rate exchange contract or exchange rate contract, futures contracts, price protection contracts, or any other coverage agreement, exchange, option, limit or similar, with respect to prices, interest rates, indexes or currencies, or a combination of both.

“Interest Period” has the meaning set forth in the section “Interest Payment Frequency” of the foregoing Supplement.

“Common Representative” means Monex, Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, institution that serves as common representative of the Holders.

“SIPO System” means the system of sending and processing of purchase quotes and/or simultaneous sales, and obtaining firm positions offered by the company SIF ICAP, which shall be hired and used to place the Stock Exchange Certificates.

“Subsidiary” means any company or entity of any nature in which the Issuer has, directly or indirectly, (i) ownership of the 50% (fifty percent) or more of the share capital, shares or partnership shares, or 50% (fifty percent) of the voting rights, or (ii) controls management by any other means.

“Hazardous Substances” means any substance or material listed, defined or by any other way referred to as dangerous; or any contaminant or residue regulated by the Environmental Laws.

“Holder” means the holders of the Stock Exchange Certificates in the market.

“Certificate” means the title or document of the Stock Exchange Certificate.

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“EBITDA” means the earnings before interests, taxes, depreciation and amortization.

“Consolidated EBITDA” means the Consolidated Operating Profit (calculated before interests, taxes, extraordinary expenses, and employee’s dividends), plus depreciation and amortization (to the extent that have been deducted when determining the profit from operations) calculated according to the IFRS; in the understanding that, to determine the Consolidated EBITDA regarding any period (the “Reference Period”), shall be given effect on a pro forma basis to any adjustment case(s) occurred as of the beginning of the Reference Period and as if such adjustment case(s) existed (and in the event of any expense, resources were applied) in the first day of the Reference Period. Acquisitions or expenses made in effect on a pro forma basis by a company, division or line of business; such pro forma shall be based on the last 4 (four) complete quarters for which there are financial information available.

“Consolidated Operating Profit” means the consolidated profit (or loss) of the operations of the Issuer and Guarantors on a consolidated basis, determined according to IFRS; in the understanding that for its determination, profit (or loss) of any person shall be excluded before the date in which such Guarantor (i) converts into a Subsidiary of the Issuer, (ii) merges with the Issuer or any of its Subsidiaries, or (iii) the Issuer or any of its Subsidiaries purchase its assets.

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II THE OFFER

1 Characteristics of the Offer.

1.1Issuer.

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

1.2Currency.

Pesos.

1.3Type of Security.

Stock Exchange Certificate.

1.4Issuance number according to the Program.

Second.

1.5Stock Symbol.

OMA 13.

1.6Total amount authorized by the Program.

$3,000,000,000.00 (three billion pesos 00/100 Mexican Currency) or its equivalent in Investment Units (UDIs).

1.7Program Term.

5 (five) years.

1.8Total amount of the offer.

$1,500,000,000.00 (one billion five hundred million pesos 00/100 Mexican Currency).

1.9Number of Stock Exchange Certificates.

15,000,000 (fifteen million).

1.10Face value of the Stock Exchange Certificates.

$100.00 (one hundred pesos 00/100 Mexican Currency).

1.11Term of Effectiveness.

3,640 (three thousand six hundred and forty) days, equivalent to 20 (twenty) periods of 182 (one hundred and eighty two) days.

1.12Placing Price.

$100.00 (one hundred pesos 00/100 Mexican Currency).

1.13Placing mechanisms.

Traditional Book Construction.

1.14Publishing date of the public offer notice.

March 21, 2013.

1.15Construction date of the book.

March 22, 2013.

1.16Issuance date.

March 26, 2013 (the “Issuance Date”).

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1.17Publishing date of the notice of placement for informational purposes.

March 25, 2013.

1.18Registration date in BMV.

March 26, 2013.

1.19Liquidation date.

March 26, 2013.

1.20Due date.

March 14, 2023 (the “Due Date”).

1.21Guarantee.

The Stock Exchange Certificates shall have the endorsement of the Guarantor(s) according to the Certificate and the foregoing Supplement. The Guarantor(s) that, individually or jointly, reach the Minimum Endorsement shall approve the Stock Exchange Certificates. At any time during the term of effectiveness of the Stock Market Certificates and without the consent of the Holder or the Common Representative, the Issuer shall have the right to release any Guarantor from payment obligations that arise from the Stock Market Certificates, as well as the right (but not the obligation) to substitute any Guarantor or include a new one, as long as after such release, addition or substitution takes effect and complies with the Minimum Endorsement.

The Issuer, (i) within 5 (five) Business Days following the date in which any of the changes established in the previous paragraph occur, shall publish a notice through EMISNET or any other means that replaces it, describing changes of Guarantors according to the foregoing Supplement and the Certificate, and confirm that the Minimum Endorsement will exist once the release, addition or substitution takes effect - which shall be the signing of the new Certificate that reflects such release, addition or substitution of the Guarantors - and shall obtain a legal opinion from an independent attorney (accredited by the letter referred into Article 87 of the Provisions) that refers to the validity and enforceability of the Stock Exchange Certificates against people constituting as Guarantors after such release, addition or substitution, as well as of the powers of who subscribe the new certificate on its behalf (whose legal opinion shall be delivered to the CNBV as part of the update registration process of the Stock Exchange Certificate in the National Registry of Securities), and (ii) Once such notice is published, an exchange of the certificate must be performed depositing the new certificate in Indeval as soon as possible and against receiving the Certificate previously deposited at that time; and the new certificate shall reflect precisely the companies that will act as Guarantors of the Stock Exchange Certificates as of that moment.

No modification of the Guarantors shall constitute novation of the obligations contained in the Certificate.

In order to clarify the above, in order to modify the definition of the Minimum Endorsement, the consent of the Holders gathered in a shareholders meeting shall suffice.

1.22Net resources obtained by the Issuer

$1,492,844,361.65 (one billion four hundred ninety two million eight hundred forty four thousand three hundred and sixty one pesos 65/100 Mexican Currency). For more details please see the section “Expenses Related to the Offer” of the foregoing Supplement.

1.23Grade granted by Standard & Poor’s, S.A. de C.V.

“mxAA+”, that means the following: The debt graded with “mxAA” only differs in a small degree with respect to others graded in the maximum category. Indicates that the issuer payment capacity to comply with its financial commitments and obligations is very strong with regard to other issuers in the national market. The grades comprised from “mxAA” to “mxCCC” may be modified adding a plus (+) or a minus (-) sign to highlight its strength or weakness under each category of the grade.

1.24Grade granted by Fitch Mexico, S.A. de C.V.

“AA+(mex)”, that means: Very high creditworthiness. The national grades “AA” indicate an expectation of a low risk of default in comparison to other issuers or obligations in the same country. The risk of an inherent default only differs slightly in comparison to other high issuers or graded obligations in the country.

The grades does not constitute an investment recommendation and may be subject to updates at any time, pursuant to the methodology of the rating agencies.

1.25Increase in the number of Stock Exchange Certificates

The Issuer shall have the right to issue and offer publicly additional Stock Exchange Certificates (“Additional Stock Exchange Certificates”) other than those referred to in the Stock Exchange Certificates of this Supplement (“Original Stock Exchange Certificates”). The Additional Stock Exchange Certificates (a) are considered to be part of the Issuance of the Original Stock Exchange Certificates (therefore, among other things,

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shall have the same stock symbol as the Original Stock Exchange Certificates), and (b) shall have the same terms and conditions as of the Original Stock Exchange Certificates (including and not limited to the due date, interest rate and face value of each Stock Exchange Certificate). The Additional Stock Exchange Certificates shall accrue interests as of the date of the current interest period of the Original Stock Exchange Certificates.

By virtue of the acquisition of Original Stock Exchange Certificates, means that Holders have consented to the Issuer to issue Additional Stock Exchange Certificates, therefore, the issue and public offer of the Additional Stock Exchange Certificates, shall not require the authorization of the Holders of the Stock Exchange Certificates. The issuance of the Additional Stock Exchange Certificates shall be subject to the following:

(i)The Issuer may issue and offer publicly Additional Stock Exchange Certificates, as long as (a) the grade of the Additional Stock Exchange Certificates are not lower than the grades granted to the Original Stock Exchange Certificates and that the latter does not decrease (wether as a result of an increase in the number of Stock Exchange Certificates in circulation or by any other cause), and (b) the Issuer is up to date with the compliance of its obligations according to the Original Stock Exchange Certificates.

(ii)The maximum amount of Additional Stock Exchange Certificates that the Issuer may issue and offer publicly, plus the the amount of issues in circulation according to the Program (including the issuance of the Original Stock Exchange Certificates), shall not exceed the Total Amount Authorized by the Program.

(iii)On the issuance date of the Additional Stock Exchange Certificates, the Issuer shall exchange the certificates that represent the Original Stock Exchange Certificates (deposited in Indeval) by a new certificate that covers the Original Stock Exchange Certificates, plus the Additional Stock Exchange Certificates, and deposit such certificate in Indeval. Such certificate shall contain only the modifications necessary to reflect the issuance of the Additional Stock Exchange Certificates, in other words, (a) the total amount of the issuance (represented by the sum of the amount issued regarding the Original Stock Exchange Certificates, plus the amount issued according to the Additional Stock Exchange Certificates), (b) the total amount of Stock Exchange Certificates covered by the certificate (that shall be equal to the number of the Original Stock Exchange Certificates, plus the number of the Additional Stock Exchange Certificates), (c) the issuance date of the Original Stock Exchange Certificates and the issuance date of the Additional Stock Exchange Certificates, and (d) the term of effectiveness of the Original Stock Exchange Certificates and the Additional Stock Exchange Certificates; the term of effectiveness of the Additional Stock Exchange Certificates shall be the term that exists between the issuance date of the Additional Stock Exchange Certificates and the Due Date of the Original Stock Exchange Certificates, by virtue whereof the due date of such certificate shall be the same Due Date as of the Original Stock Exchange Certificates.

(iv)The issuance date of the Additional Stock Exchange Certificates may coincide with the date in which any of the interests periods initiate according the foregoing Supplement and Certificate; the price of the Additional Stock Exchange Certificates shall reflect the accrued interests as of the initiation date of the valid interest period, in the understanding that the Original Stock Exchange Certificates will continue to accrue interest in the valid interest period as of the Issuance date of the Additional Stock Exchange Certificates.

(v)No issuance of Additional Stock Exchange Certificates, nor the increase in the amount of Original Stock Exchange Certificates in circulation  as a consequence of the same, shall constitute novation.

(vi)The Issuer may perform several issued of Additional Stock Exchange Certificates, as long as does not exceed the Total Amount Authorized by the Program.

(vii)The Additional Stock Exchange Certificates may be placed with a different price than its face value depending on the market conditions.

1.26Interest and calculation procedures

As of its Issuance Date (or in the date appointed to the issuance of the Additional Stock Exchange Certificates, if applicable) and as long as they haven’t been paid in full, the Stock Exchange Certificates shall accrue an annual gross interest over its face value, therefore, the Common Representative shall consider an annual gross interest rate of 6.47% (six point forty seven percent) (the “Annual Gross Interest Rate”), which shall be maintained fixed during the Issuance term.

The interest accrued by the Stock Exchange Certificates during each of the Interest Periods, and the calculations to determine the amount due, shall include the natural days elapsed until the Payment of the Interest Payment Date. Calculations shall close to the hundredths.

To determine the amount of interest payable in each Interest Period regarding the Stock Exchange Certificates, the Common Representative shall use the following formula:

I= [(TI)*PL] * VN

36000

In which:

I     =Interest to be paid in the corresponding Interest Payment Date.

TI   =Annual Gross Interest Rate (expressed as a percentage) applicable to the Issuance.

PL  =Number of elapsed natural days until the corresponding Interest Payment Date.

VN =Face Value of the Stock Exchange Certificates in circulation.

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Ordinary Interest accrued by the Stock Exchange Certificates shall be paid every 182 (one hundred and eighty two) days in accordance with the calendar of payments of interests described in the section “Interest Payment Date”.

The Common Representative shall announce to the CNBV, BMV and public investors, through the Electronic System for Sending and Disseminating Information (SEDI) or any other means determined by the BMV, and to Indeval in writing or through other means determined, no later than 2 (two) Business Days before the Interest Payment Date, the amount of interests to be paid, as well as the Annual Gross Interest Rate applicable to the following Interest Period, which shall be fixed during the Issuance term.

The Stock Exchange Certificates shall stop accruing interests as of the payment date assigned, as long as the Issuer performs the deposit of the amount to be paid, and if applicable, the corresponding interests in Indeval’s offices no later than 11:00 a.m., of that day.

In terms of Article 282 of the Stock Market Law, the Issuer agrees that the corresponding certificate will not carry an attached coupon, but will carry a receipt issued by Indeval, which shall serve as the attached coupons for all legal purposes.

1.27Annual Gross Interest Rate

6.47% (six point forty seven percent).

1.28Default Interest

In an event of default in the payment of interests and/or the principal amount of the Stock Exchange Certificates, default interest shall accrue over the unpaid principal of the Stock Exchange Certificates to an Annual Gross Interest Rate applicable to the Issuance, plus 2 (two) percentage points. The default interest caused are payable upon demand in the offices of the Common Representative (whose address is shown in the section “Payment Place and Form of the Principal Amount and Interest” of the foregoing Supplement) as of the immediate Business Day after the payment is due and until the full amount due is paid, based on a year containing 360 (three hundred and sixty) days and the days currently in default.

1.29Interest payment frequency

Interest accrued by the Stock Exchange Certificates shall be paid every 182 (one hundred and eighty two) days (each an “Interest Period”), in accordance with the calendar of payments of interests described in the Certificate that documents the foregoing Issuance and that is reproduced in the foregoing Supplement in the section “Interest Payment Date”, and if it wasn’t a Business Day, the next Business Day, upon delivery of a receipt issued by Indeval.

1.30Payment of Principal

The principal amount of the Stock Exchange Certificates shall be paid in one payment and in the Due Date, which is in March 14, 2023, upon delivery of the Certificate or receipt issued by Indeval.

1.31Interest Payment Date

Interests from the Stock Exchange Certificates shall be paid according to the following calendar of payments; in the understanding that if the date in which any payment that shall be made according to the calendar (the “Interest Payment Date”) is not a business day, the payment of interest shall be made the next Business Day, calculating respectively all interests accrued in the number of natural days elapsed until the date when the payment is made, and the following Interest Period will be shortened depending on the number of days the previous Interest Period was extended for this matter.

The first payment of interest shall be made precisely in September 24, 2013:

Period	Payment Date	Period	Payment Date
1.	September 24, 2013	2.	March 25, 2014
3.	September 23, 2013	4.	March 24, 2014
5.	September 22, 2013	6.	March 22, 2014
7.	September 20, 2013	8.	March 21, 2014
9.	September 19, 2013	10.	March 20, 2014
11.	September 18, 2013	12.	March 19, 2014
13.	September 17, 2013	14.	March 17, 2014
15.	September 15, 2013	16.	March 16, 2014
17.	September 14, 2013	18.	March 15, 2014
19.	September 13, 2013	20.	March 14, 2014

1.32Payment Place and Form of the Principal Amount and Interest

The principal amount and interest accrued regarding the Stock Exchange Certificates shall be paid on its due date and in each Interest Payment Date respectively, with an electronic wire transfer through Indeval located in Paseo de la Reforma No. 255, 3rd floor, Col. Cuauhtemoc, Del. Cuauhtemoc, Mexico, D.F., 06500, upon delivery of the Certificate or receipt that for such purposes is issued by Indeval.

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Payment of default interests shall be made in the Common Representative’s office located in Paseo de la Reforma No. 284, Col. Juarez, Mexico, D.F., 06600.

In the event that the principal amount and/or any other payable amount in any Interest Payment Date is not paid in full, Indeval shall not be responsible to deliver the Certificate or corresponding receipts of such payment, nor shall be responsible to deliver the same until payment is fully covered.

1.33Total payment in advance

The Issuer shall have the right (but not the obligation) to pay the full (but not in part) amount in advance of the Stock Exchange Certificates in any date, but before the Due Date (such date, the “Payment in Advance Date”) to an amount equal to the Payment in Advance Price (as defined below), plus accrued and unpaid interest of the principal of the Stock Exchange Certificates until the Payment in Advance Date. The Payment in Advance Price shall never be less to 100% (one hundred percent) of the principal amount due of the Stock Exchange Certificates to the Payment in Advance Date.

In the event that the Issuer decides to pay in advance the Stock Exchange Certificates according to the above, the Issuer, through the Common Representative, shall notify its decision to exercise such right to the CNBV, BMV, Indeval (in writing or through means determined by the latter) and the Holders in writing or through EMISNET with at least 30 (thirty) natural days in advance to the Payment in Advance Date.

The Payment in Advance of the Stock Exchange Certificates shall be performed in the Payment in Advance Date through Indeval whose offices are located in Paseo de la Reforma No. 255, 3rd Floor, Col. Cuauhtemoc, Mexico, D.F., 06500.

In the Payment in Advance Date, the Stock Exchange Certificates shall cease accruing interest, unless the Issuer does not deposit the Payment in Advance Price, plus accrued and unpaid interests of the Stock Exchange Certificates on the Payment in Advance Date, no later than 11:00 a.m. (Mexico City time).

If the Issuer exercises the right to pay in advance the Stock Exchange Certificates, it shall pay the Holder an amount equal to the amount that results greater between (1) 100% (one hundred percent) of the unpaid principal of the Stock Exchange Certificates, or (2) the sum of the current value of each of the pending payments of the principal and interests according to the calendar of payment that appears in the section “Interest Payment Date” of the foregoing Supplement, under the Stock Exchange Certificates (excluding accrued and unpaid interests of the principal amount of the Stock Exchange Certificates to the Payment in Advance Date) discounted to the “M Bond” Rate, plus 50 (fifty) base points (i) in case of the principal amount, based on the number of days that correspond from the Due Date until the Payment in Advance Date (over a base period of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days), and (ii) in the case of interests, based on the number of days that correspond between each following Interest Payment Dates and the Payment in Advance Date, respectively (over a base period of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days) (such amount, the “Payment in Advance Price”). In any case, besides the Payment in Advance Price, the Issuer shall have to pay the Holders an accrued and unpaid interests of the principal amount of the Stock Exchange Certificates on the Payment in Advance Date. The Issuer shall not cover any amount in addition to the Payment in Advance Price in case of exercising its right to pay in advance of the Issuance according to the foregoing section.

The Common Representative shall calculate the Payment in Advance Price and shall inform it to CNBV, BMV, Indeval (in writing or through means determined by the latter), and the Holders through EMISNET, with at least 6 (six) Business Days in advance to the Payment in Advance Date.

For purposes of the above:

“M Bond Rate” means, regarding any Payment in Advance Date, the annual rate equivalent to a six-month return performance (considering periods of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days) to the maturity or interpolated maturity (based on the number of days) of the “Comparable M Bond Issuance”, assuming a price for the Comparable M Bond Issuance (expressed as a percentage of the principal) equal to the “Comparable M Bond Price”.

“Comparable M Bond Issuance” means the issuance of Federal Government Development Bonds with a Fixed Interest Rate assigned by the “Independent Bank”, with a comparable or interpolated maturity to a comparable term of the period corresponding from the Payment in Advance Date and the Due Date of the Stock Exchange Certificates, which shall be assigned based on recognized financial practices to assess new corporate debt issuances.

“Independent Bank” means any Mexican credit institution that operates Federal Government Development Bonds with a Fixed Interest Rate in the Mexican primary market and assigned by the Common Representative.

“Comparable M Bond Price” means, regarding the Payment in Advance Date”, the average of the “Independent Bank Quotes”

“Independent Bank Quotes” means, regarding an Independent Bank and the Payment in Advance Date, the average performance rate determined by the Issuer upon maturity of the Comparable M Bond quoted in writing by such Independent Bank before 2:30 p.m., Mexico City time, the 6º (sixth) Business Day prior the Payment in Advance Date and informed in writing to the Common Representative on the same day of its determination.

1.34Trustee

Indeval.

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1.35Potential buyers

Individuals and legal entities when their investment regime is expressly provided. Potential buyers shall consider carefully all information contained in the Prospectus and in the foregoing Supplement.

1.36Tax regime

The foregoing section contains a brief description of certain applicable taxes in Mexico regarding the acquisition, property and management of debt instruments, such as Stock Exchange Certificates of resident and non-resident investors in Mexico for tax purposes, but is not an exhaustive description of all tax considerations that may be relevant to a decision of purchasing or manage Stock Exchange Certificates.

The current tax regime may be modified throughout the life of the Stock Exchange Certificates. It is recommended for investors to ask for advice independently from tax advisors regarding the legal provisions applicable to an acquisition, property and management of debt instruments, like the Stock Exchange Certificates before investing.

The retained rate applicable to paid interests is subject to: (i) individuals and legal entities residents in Mexico for tax purposes, to Articles 58, 160 and other applicable of the valid Income Tax Law, and (ii) individuals and legal entities residents abroad for tax purposes, to Article 195 and other applicable of the valid Income Tax Law and will depend on the effective beneficiary of the interests.

1.37Common Representative

Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero.

1.38Placement Brokers

HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC, and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex.

1.39Authorization of the CNBV

Through official letter number 3056-4.15-2011-001 dated July 12, 2011, the CNBV authorized the establishment of the Program, and through the official letter number 153/6380/2013 dated March 20, 2013, the CNBV authorized the Issuance referred to in the foregoing Supplement.

The Stock Exchange Certificates referred to in this Supplement were recorded with the number 3056-4.15-2011-001-02 in the RNV and are suitable to quote in the corresponding list of the BMV.

1.40Obligations of the Issuer and Guarantors

Obligation to give.

In addition to the principal and interest payment obligations established in the foregoing Supplement and in the Certificate, there are no obligations to give considered for the Issuer or Guarantors.

Obligation to act.

Unless the Holders of the Majority of the Stock Exchange Certificates approve otherwise in a shareholders meeting, as of the date of the foregoing document and until the Stock Exchange Certificates are paid in full, the Issuer undertakes by itself and in the cases specifically mentioned below, to cause Guarantors comply with the following:

1.Disclosure and delivery of information. (a) Disclose information to the public investors through the means established by the applicable law on the dates assigned by the Provisions, a full copy of the financial statements at the end of each quarter and any other information that should be disclosed to the public investors each quarter according to the Provisions, including without limitation, a document containing a report about the exposure of the Issuer to financial statements of the closing of the previous quarter.

(b)Disclose to the public investors, through the means established by the applicable law on the dates assigned by the Provisions, a full copy of the consolidated audited annual financial statements and any other information that should be disclosed annually to the public investors according to the Provisions.

(c)Inform the Common Representative in writing, within 5 (five) Business Days following the date in which an Officer Responsible has knowledge of any event that constitutes or may constitute a Cause of Early Termination according to the foregoing instrument.

(d)Provide to the CNBV, BMV, Common Representative, and public investors, financial, economic, accounting and administrative information established in the Provisions.

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2.Corporate Existence; accounting; law compliance, contractual obligations; and authorizations.

(a)Keep their legal existence and of the Guarantors, and maintain them as a business in progress, except as permitted by number 2 of the subsection “Prohibitions”.

(b)Maintain its accounting according to the Mexican NIFs, the IFRS or any other standards or accounting criteria that replace any of the Mexican NIFs or IFRS according to the applicable law.

(c)Comply and maintain, and cause that Guarantors comply and maintain Governmental Authorizations, as well as all laws, regulations, mandates, norms or requirements of any governmental authority applicable (including, regarding Governmental Authorizations, the law and airport regulations, communication and transports laws and regulations, provisions issued by the Department of Communications and Transports and by the Civil Aeronautical General Department, social service, labor, pensions and economic competition, as well as Environmental Laws and Regulations), as well as all of its obligations as a consequence of any contract, covenant, security or instrument that is part of, unless the lack of compliance of the above does not affect adversely and importantly in the operations or financial situation of the Issuer or any of the Guarantors.

(d)Maintain and cause that Guarantors maintain in full effect, all Governmental Authorizations necessary according to the applicable legislation to perform its activities and of Guarantors’, as well as maintain their rights, unless for those Governmental Authorizations different from the Concessions that, if not maintained valid, does not affect adversely and importantly in the operations or financial situation of the Issuer or any of the Guarantors.

3.Destination of the funds. Use the resources obtained through the Issuance for the purposes prevailed in this Supplement, which shall evidence with the delivery of a certification to the Common Representative.

4.Registration and listings. Maintain the registration of the Stock Exchange Certificates in the National Registry of Security and in the listings of the BMV.

5.Assets and Insurances. (a) Maintain the assets necessary to perform its activities and of the Guarantors in good conditions, unless it wears and depreciates naturally with its use, as well as to make repairs, replacements and upgrades necessary for the proper functioning of such goods.

(b)Maintain and hire, and cause Guarantors to maintain and hire, recognized insurance companies, suitable insurances that cover its assets or assets used to perform its activities in similar terms to those already contracted.

6.Tax Obligations. The Issuer shall comply and be up to date, and cause that Guarantors comply and be up to date, in the payment of all taxes, contributions, fees, and government burdens applicable, which are determined, imposed or demanded, except for taxes, contributions, fees, and government burdens (regardless of the amount) whose constitutionality or determination is pending to resolve to be controversial with, or that are requested before the competent tax authority, as long as the Issuer or the corresponding Guarantor, if applicable, (a) filed in good faith the defense mechanisms established by the established tax laws, (b) established or maintains sufficient necessary reserves according to the applicable Mexican NIFs or IFRS, in case a final judgment is declared applicable resolving to pay and (c) proceeded to guarantee the tax interests in terms established by the applicable tax laws.

7.Labor Obligations. The Issuer shall comply and be up to date, and cause Guarantors to comply and be up to date, in the payment of its labor-nature obligations (including as an example, the fees of the Mexican Institute of Social Security, the fees for the National Fund for Workers’ Housing, as well as the contributions for the Retirement Savings Fund), or any other contribution established in the applicable laws or regulations, except for those labor obligations (regardless the amount) whose application or determination is pending to resolve to be controversial with, or that are requested before the competent authority as long as the Issuer or the corresponding Guarantor, if applicable, (a) filed in good faith the defense mechanisms established by the established tax laws, (b) established or maintains sufficient necessary reserves according to the applicable Mexican NIFs or IFRS, in case a final judgment is declared applicable resolving to pay and (c) proceeded to guarantee the interests of its employees in terms established by the applicable laws.

8.Priority of Payments (pari passu). The Issuer shall do the necessary so that its obligations from the Stock Exchange Certificates constitute direct and written obligations form the Issuer, and in the event of bankruptcy maintain the same payment priority as its other direct and written obligations, except for the preferences established by law.

9.Mandatory Repurchase of Stock Exchange Certificates. In the event of a Change in Control, the Issuer is responsible to perform and initiate through the BMV and according to the mechanisms described in this section and in the corresponding informative brochure, a purchase public offer regarding the Stock Exchange Certificates (the “Repurchase Offer”) no later than 15 (fifteen) Business Days after such Change in Control occurs. In the terms of such Repurchase Offer, the Issuer shall offer, and the Holders shall have the right to accept, the repurchase of the Stock Exchange Certificates currently on the market (the “Purchase Option”) to a price equal to 101% of the face value of the Stock Exchange Certificates (the “Repurchase Price”), plus accrued and unpaid interests as to the Repurchase Date (as defined below).

In the event of a Change in Control and notwithstanding the obligation to perform a Repurchase Offer, the Issuer has to notify the Common Representative in writing and the public (through the BMV systems), in a period no later than 5 (five) Business Days after the existence of such event, so as to Indeval in writing or through the means determined by the latter.

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The Holders may exercise the Purchase Option in the terms of the Repurchase Offer, which shall be known in the corresponding informative brochure. To exercise this right, the Holders shall have a period of at least 20 (twenty) Business Days (as of the initiation of the Repurchase Offer) to exercise the Purchase Option (the “Exercise Period”) according the mechanisms established in the Repurchase Offer.

If any Holder decides to accept the Purchase Option, the Issuer shall have the obligation to repurchase the Stock Exchange Certificates accepted in the Purchase Option, having to pay the Repurchase Price, plus accrued and unpaid interests no later than the 3rd (third) Business Day after the conclusion of the Exercise Period (the “Repurchase Date”) in the form established in the corresponding informative brochure; in the understanding that the payment of the Repurchase Price shall be for an amount equivalent to the Repurchase Price multiplied to the total number of Stock Exchange Certificates for which the Purchase Option has been exercised.

In the Repurchase Date, the Issuer shall receive in an issuance account of any of the trustees in Indeval indicating to the Holders, the Stock Exchange Certificates of the Holders that decided to accept the Purchase Option. The Holders that accept the Purchase Option, shall instruct their brokerage firm or trust fund of the transfer of its Stock Exchange Certificates to the issuance account assigned by the Issuer; instruction that the brokerage firm or trust fund shall refer to Indeval (in writing or by the means determined by the latter) to remove and cancel jointly with the Issuer, the repurchased Stock Exchange Certificates, hereinafter, the Issuer shall proceed to exchange the certificates deposited in Indeval by a new number of Certificates in circulation and any other conditions as a consequence of such change.

The Holders that decide not to exercise the Purchase Option shall keep their corresponding certificates and the payment obligations of the Issuer shall prevail until the payment in full of the principal of the Stock Exchange Certificates.

With respect to the Repurchase Option, the Issuer shall comply with any of the requirements established in the Stock Market Law and the Provisions.

The Common Representative shall deliver to Indeval the information that should receive regarding the Repurchase Offer and, if applicable, the exchange of the applicable Certificate according to the foregoing instrument.

Prohibitions.

Unless the Holders of the Majority of the Stock Exchange Certificates approve otherwise in a shareholders meeting, as of the date of the foregoing document and until the Stock Exchange Certificates are paid in full, the Issuer undertakes by itself and in the cases specifically mentioned below, to cause Guarantors comply with the following:

1.Line of business. Not modify the prevailing line of businesses, nor of the Guarantors, considered in a jointly basis.

2.Mergers, sale of assets. (a) Not merge, split, dissolve or liquidate or allow Guarantors to merge, split, dissolve or liquidate, unless by (i) mergers that the Issuer or Guarantor, if applicable, are the merged company, (ii) mergers in which the company resulting from the merger assumes the Issuer’s obligations, (iii) mergers not implying a Change in Control, or (iv) dissolutions and liquidations of Guarantors that the Issuer deems appropriate, to streamline its corporate structure, and that do not have a direct a Cause of Early Termination.

(b)Not sale, lease or otherwise use Important Assets (including shares of the Capital Stock of any Guarantor), or enable the guarantors to do so, unless for (i) sales in the normal course of the operations, (ii) sales of obsolete or discontinued equipment, and (iii) sales among Guarantors or between the Issuer and Guarantors.

3.Operations with affiliates. (a) Not modify or allow Guarantors to modify the Services Rendering Agreement and/or the Multi-Year Services Contract in such a way that as a consequence of the modifications impose more expensive terms and conditions to the Issuer than those currently established in the foregoing.

(b)Not celebrate or allow Guarantors to celebrate operations with Affiliates, unless for operations in the normal course of business, in reasonable conditions and no less favorable for the Issuer or any of the Guarantors, if applicable, than those that may be obtained in a commercial comparable operation with a person that is not an Affiliate.

4.Restrictions in the Payment of Dividends. (a) Not allow that any of the Guarantors celebrate any contract that, directly or indirectly, impose a restriction to pay dividends or other cash payments to its shareholders; in the understanding that such obligation shall not apply to limitations or restrictions that exists in contracts or instruments celebrated before the issuance date of the Stock Exchange Certificates.

(b)The Issuer shall refrain from paying dividends or to perform any other payment to its shareholders of any kind, in cash or in kind (i) if a Cause of an Early Termination occurs or if an event that through time may convert into a Cause of Early Termination, or (ii) as a consequence of such payment occurs a Cause of Early Termination.

5.Encumbrances. Not constitute or allow Guarantors to constitute any Encumbrance, unless (i) when is a Permitted Encumbrance, or (ii) that simultaneously at the creation of any Encumbrance, the Issuer guarantees in the same form its obligations on the basis of the Stock Exchange Certificates.

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Causes of Early Termination:

In the event that any of the following circumstances (each a “Cause of Early Termination”), the Stock Exchange Certificates shall terminate early in the terms and conditions established below:

1.Failure in the Payment of Interest. If the Issuer stops paying interests within 3 (three) Business Days following the corresponding Interest Payment Date.

2.False or incorrect information. If the Issuer discloses false or incorrect information of its financial, accounting or legal situation to the public, and such information is not rectified within the 15 (fifteen) Business Days following the date in which any Officer Responsible acknowledged such situation.

3.Failure to comply obligations of the Stock Exchange Certificates. If the Issuer or any of the Guarantors fail to comply with any of its obligations described in the Certificate that documents the foregoing Issuance; in the understanding that in the event of failing to comply with the obligations described in paragraphs 1(a), 1(b) and 9 of the subsection “Obligation to Act” above, the Issuer shall be considered that is in default of such obligations if such default is not remedied within 30 (thirty) days following the date in which the Issuer received a written notice of the Common Representative specifying the corresponding defaults, and (ii) in the event of failing to comply with the obligations described in paragraphs 2(b), 2(c), 5, 6, and 7 of the subsection “Obligation to give” above, the Issuer and Guarantors, if applicable, are considered to be in default of such obligations if such default is not remedied within 30 (thirty) days following the date of its existence.

4.Revocation or termination of concessions. If (a) the terms and conditions of the Concessions are modified in a way that limit or affect negatively and significantly the rights currently granted by the Concessions to the Issuer or Guarantor, (b) for any reason a government authority expropriates, rescue or seize the facilities and operations of an airport operated by the Issuer, as long as such expropriation, rescue or seize were declared by a competent judicial authority through a resolution that does not allow any other proceeding, or (c) any of the Concessions is revoked or terminated, and as long as such revocation or termination were declared by a competent judicial authority through a resolution that does not allow any other proceeding.

5.Breach of other obligations. If (i) the Issuer or any of the Guarantors does not pay when due (after any grace period applicable), any amount of the principal or payable interests regarding any Important Debt, or (ii) there is an early termination of any Important Debt that obliges the Issuer or Guarantors to pay a bigger amount than US$10,000,000.00 (or its equivalent in another currency) before the due date.

6.Bankruptcy. If the Issuer or any of the Guarantors declares bankruptcy or insolvency by a competent judicial authority through a resolution that does not allow any other proceeding, or if the Issuer or any of the Guarantors admits in writing its incapacity to pay the debts when due.

7.Judgment. In the event of any final judicial resolution (not subject for appeal or any other legal proceeding) against the Issuer or Guarantors that, individually or jointly with another judicial resolution with such characteristics exceeds the amount of US$10,000,000.00 (or its equivalent in another currency) and such resolution is not paid or guaranteed within 30 (thirty) natural days following its date.

8.Validity of the Stock Exchange Certificates. If the Issuer rejects, claims or contests the validity or enforceability of the Stock Exchange Certificates.

9.Repurchase Offer by Change in Control. In case the Issuer does not initiate and perform a Repurchase Offer in a Change in Control in the form established in the section “Compulsory Repurchase of Stock Exchange Certificates” located in subsection “Obligations to Act” above.

10.Minimum Endorsement. If for the 30º (thirtieth) Business Day after the date on which the consolidated audited annual financial statements of the Issuer are available, the Stock Exchange Certificates are not guaranteed by Guarantors that comply with the Minimum Endorsement.

In the event of any of the circumstances mentioned in the numbers 4(c), 6 or 8 above (and the applicable grace period expires, if applicable), the Stock Exchange Certificates shall automatically become due without the necessity of a default notice, submission, requirement to pay, protest or notification of any nature, judicial or extrajudicial, therefore, the unpaid principal amount, the accrued and unpaid interests, and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable.

In the event of the circumstance mentioned in section 1 above (and the applicable grace period expires, if applicable), all payable amounts by the Issuer according to the Certificate shall become due prior maturity, as long as at least 1 (one) Holder that represents at least 10% (ten percent) of the Stock Exchange Certificates in circulation, delivers a written notice to the Common Representative informing its intention to declare the Stock Exchange Certificates due prior maturity, therefore, the unpaid principal amount, the accrued and unpaid interests and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable, in which case, the Common Representative shall call a shareholders meeting to solve the above mentioned.

In the event of the circumstances mentioned in numbers 2, 3, 4(a), 4(b), 5, 7, 9 or 10 above (and the applicable grace period expires, if applicable), all payable amounts by the Issuer according to the Stock Exchange Certificates shall become due prior maturity, as long as the shareholders meeting solves that the Stock Exchange Certificates become due prior maturity, in which case, the unpaid principal amount, the accrued and

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unpaid interests and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable. For purposes of solving the declaration of an early maturity, the attendance and voting quorums rules of the shareholders meetings, regarding the first, second or subsequent calls, shall be those established in paragraph e) of the section “Shareholders Meetings” mentioned below.

In the event of an early maturity of the Stock Exchange Certificates according to the Certificate, the Common Representative shall notify such circumstance to the CNBV, BMV and Indeval (in writing or through the means determined by them) delivering evidence of such determination.

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2Risk Factors

Potential buyers shall consider that two of the loans to be paid with resources of the Issuance, were granted by related institutions or that are part of the same consortium as of the Placement Brokers, while other payment obligations incurred by the Issuer in the ordinary course of its business, may have as a creditor an institution that is part of the same financial group of the Common Representative by what could be considered that such entities have a particular interest in the operation. In spite of the above, both, each of the Placement Brokers and the Common Representative, have internal control mechanisms designed to prevent and avoid the non-alignment of their interests.

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3              Destination of the Funds

The net resources obtained by the Issuer according to the Issuance of the Stock Exchange Certificates that ascend to the amount of$1,492,844,361.65 (one billion four hundred and ninety two million eight hundred and forty four thousand three hundred and sixty one pesos 65/100 Mexican Currency), shall be applied by the Issuer, in a first instance to the payment in advance of its banking short-term debt, which ascends to the amount of $755,000,000.00 (seven hundred and fifty five million pesos 00/100 Mexican Currency).

The loans to be paid are the following:

Creditor	Current Withdrawal(s)	Rate	Maturity	Use of resources
HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC	$200,000,000.00	TIIE+1%	July 27, 2013	Working capital
Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Banamex	$250,000,000.00	Average TIIE+1%	March 25, 2013 ($100,000,000.00) April 24, 2013 ($50,000,000.00) May 24, 2013 ($100,000,000.00)	Working capital
Banco del Bajio, S.A., Institucion de Banca Multiple	$5,000,000.00	TIIE+1.5%	July 19, 2013	Working capital and extraordinary treasury necessities
Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Inverlat	$300,000,000.00	TIIE+0.9%	December 20, 2013	Working capital

The funds remaining from the payment of the loans described above, which ascend approximately to an amount of $737,844,361.65 (seven hundred and thirty seven million eight hundred and forty four thousand three hundred and sixty 65/100 Mexican Currency), shall be used to finance in part of the investment capital the Issuer performs each year. It includes investment committed to the Development Master Programs of the thirteen airports of the corporate group that belongs to the Issuer and strategic investments of new businesses for the growth in strategic areas such as aeronautics, commercial or real estate, depending on the opportunities presented in Mexico or abroad.

The difference between net resources and the Issuance amount, represents expenses and commissions paid by the Issuer regarding the Issuance of the Stock Exchange Certificates. For more information about these expenses and commissions, please consult section “Expenses Related to the Offer” of the foregoing Supplement.

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4              Distribution Plan

The issuance of Stock Exchange Certificates contemplates the participation of HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex, who shall act jointly as Placement Brokers and offer the Stock Exchange Certificates according to the modality performing their best effort pursuant to the corresponding placement contract. If necessary, the Placement Brokers may celebrate sub-placement contracts.

The main objective of the Placement Brokers is, regarding the placement of the Stock Exchange Certificates, to access a diverse investors’ database composed of Mexican individuals and companies, mutual insurance institutions, investment fund companies, investment fund companies specialized in retirement funds, pension funds, retirement and seniority premiums. Likewise, and depending on the market conditions, the Stock Exchange Certificates may be placed among investors, such as those considered as part of private banking and foreign investors (individuals and companies) that participate in the Mexican market, among others.

Any person that can invest in Stock Exchange Certificates according to the foregoing Supplement shall have the opportunity to participate in the placement of the stocks pursuant to the process established in this Supplement. All potential investors that participate in such process shall participate in equal conditions, in the terms and subject to the allocation criteria described later below.

To perform placements of Stock Exchange Certificates, the Placement Brokers, jointly with the Issuer, may meet one or several times with potential investors, contact them through the telephone, and in some cases, sustain independent and exclusive meetings with each of the investors.

For a placement of Stock Exchange Certificates, the Issuer shall wait, jointly with the Placement Brokers, to contact by telephone to several potential investors, and if necessary, sustain separate meetings with them and other potential investors. The telephone numbers available from the Placement Brokers are, from HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC +(55) 5721-3874, 5721-3334, 5721-6920, and 5721-3825, and from Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex +(55) 1226-3177.

The Placement Brokers may receive offers as of 9:00 for the construction of the book in the date established in the foregoing Supplement, and the book shall close once the placement brokers determines it, in the understanding that the book shall close before 23.59 of the date established for the closing of the book.

For the allocation of the Stock Exchange Certificates, there are no minimum or maximum amounts required by investors, and there is no intention to use the principle first comes, first served. The Stock Exchange Certificates shall be placed through the book construction mechanisms by assigning a flat rate. The assignment of the Stock Exchange Certificates shall be held at the discretion of the Issuer, which will consider the following criteria: diversification, seek of investors that offer a better rate, the acquisition of greater number of Stock Exchange Certificates, among others. Both Placement Brokers shall be responsible for concentrating offers. In addition, the Issuer and the Joint Placement Brokers reserve the right to declare abandonment of the offer of the Stock Exchange Certificates and the subsequent construction of the book.

There is no intention to establish a suggested rate in the public offer of the Stock Exchange Certificates.

The Placement Brokers shall take appropriate measures in order that the sale practices of the Stock Exchange Certificates occur according the applicable norms, the final policies and customer profiles, investment objectives, risk profiles, and products that their customers can invest.

The public offer notice of the foregoing issuance, shall be published one day prior the construction date of the book. One day after the construction date of the book, a notice of placement for informational purposes shall be published through the EMISNET system of the BMV, which will contain the final characteristics of the Stock Exchange Certificates. The estimated date for the construction of the book is March 22, 2013.

The registration operations of the Stock Exchange Certificates, as well as the payment in the BMV shall be performed 1 (one) Business Day after the construction date of the book. The Placement Broker responsible to perform the crossing and payment of the Stock Exchange Certificates in the BMV shall be HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC.

HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex, as Placement Brokers, and its Mexican and foreign Affiliates, maintain and may maintain in the future, business relationships with the Issuer, providing several financial services periodically (to the Issuer or Subsidiaries), in exchange for services in market terms (including those that they will receive for their services as Placement Brokers by the placement of Stock Exchange Certificates). The Placement Brokers declare that two of the loans to be paid with resources of the Issuance, were granted by related institutions or that are part of the same consortium, therefore, it may be considered that they have a particular interest in the operation. In spite of the above, each of the Placement Brokers have internal control mechanisms designed to prevent and avoid the non-alignment of their interests.

Regarding its distribution, the 100% (one hundred percent) of the Stock Exchange Certificates shall be offered to the public investors.

HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC has placed 9,743,120 (nine million seven hundred and forty three thousand one hundred and twenty) certificates that represent 64.95% (sixty four point ninety five percent) of the Stock Exchange Certificates, while Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex has placed 5,256,880 (five million two hundred and fifty six thousand eight hundred and eighty) certificates that represent the other 35.05% (thirty five point zero five percent).

Approximately 2.04% (two point zero four percent) of the Stock Exchange Certificates were placed among Related Parties of Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex.

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Except for what is mentioned in the last paragraph, up to the knowledge of the Issuer and Placement Brokers, no Related Party (according to the term defined in section XIX, Article 2 of the Stock Market Law) with the Issuer or any of its main shareholders, directors or members of the board of directors, has acquired Stock Exchange Certificates. In addition, the Issuer and Placement Brokers, up to their knowledge, estimate that there were individuals or groups of individuals that acquired more than 5% (five percent) of the Stock Exchange Certificates.

The Placement Brokers may place Stock Exchange Certificates among Affiliates who, if applicable, may participate in the same terms as the other investors.

Except for what is mentioned in the above paragraphs, regarding the use in part of the resources of the Issuance for the payment of two loans granted by related institutions, the performance of the Placement Brokers in the foregoing Issuance of the Stock Exchange Certificates, does not represent or present conflict of interest whatsoever with respect to the placement of the shares in terms of section V of Article 138 of the Stock Market Law. In addition, non of the circumstances established in articles 36, 97 and 102 of the general provisions applicable to the stock market are realized, therefore, the Placement Brokers are fully authorized to act in their capacity for the Issuance of the Stock Exchange Certificates.

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5              Expenses Related to the Offer

The Issuer obtained from the Issuance a total of $1,500,000,000.00 (one billion five hundred million pesos 00/100 Mexican Currency), amount of which deducted expenses related to the Issuance to an amount of $7,155,638.35 (seven million one hundred and fifty five thousand six hundred and thirty eight pesos 35/100 Mexican Currency), therefore, an approximate of net resources obtained by the Issuer were $1,492,844,361.65 (one billion four hundred and ninety two million eight hundred and forty four thousand three hundred and sixty one pesos 65/100 Mexican Currency).

The main expenses associated with the Issuance contemplated in the foregoing Supplement are broken down as follows (which already include the corresponding Value Added Tax, unless otherwise noted):

Concept	Amount (in Pesos)
1.     Study and procedure fees in the CNBV*	$17,610.12
2.     Registration in the RNV*	$525,000.00
3.     Listing in the BMV	$658,128.23
4.     Brokerage fee and payable placement to HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC	$2,175,000.00
5.     Brokerage fee and payable placement to Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante del Grupo Financiero Banamex	$2,175,000.00
6.     Fees of the Legal Advisors	$500,000.00
7.     Fees of the Common Representative	$127,600.00
8.     Fees of Standards & Poor’s, S.A de C.V	$478,500.00
9.     Fees of Fitch Mexico, S.A. de C.V.	$406,000.00
10.     SIPO System	$92,800.00
Total:	$7,155,638.35

* Does not generate Value Added Tax.

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6              Capital structure before and after the Offer

The following table shows the capital structure of OMA, considering the Issuance referred to in the foregoing Supplement:

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET TO DECEMBER 31, 2012

(In thousand of Mexican Pesos)*

	Before	Bond Issuance	Bond application	After
ASSETS
Cash and cash equivalent	$1,152,433	1,500,000	(550,000)	$2,102,433
Other current assets	563,946			563,946
TOTAL CURRENT ASSETS	1,716,379			2,666,379
Fixed and intangible assets	8,408,337			8,408,337
TOTAL ASSETS	10,124,716			11,074,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Bank loans	550,000		(550,000)	-
Long term outstanding liabilities	33,068			33,068
Other short term outstanding liabilities	666,403			666,403
TOTAL OUTSTANDING LIABILITIES	1,249,471			699,471
Long term bank loans	210,249			210,249
Debt Issuance	1,294,892	1,500,000		2,794,892
Other long term liabilities	954,150			954,149
TOTAL LIABILITIES	3,708,762			4,658,761
TOTAL SHAREHOLDERS’ EQUITY	6,415,954			6,415,954
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY	$10,124,716			$11,074,715

*Non-audited figures.

25

7              Guarantors

Guarantors are subsidiaries of the Issuer up to the figures described in the section “Guarantee” of the foregoing Supplement. Each one of them is a holder of a concession of the operation, management, maintenance, and conservation of an airport in Mexico for a period of 50 (fifty) years as of its issuance date in the year 1998.

The financial information of the Guarantors, required by the Provisions, is as follows:

	Figures in Thousands of Mexican Pesos (1)
Company	Total Assets		Shareholders’ Equity		Total Revenues (2)		Income from Operations		EBITDA
	31-dic- 11	31-dic- 12	31-dic- 11	31-dic- 12	31-dic-11	31-dic-12	31-dic-11	31-dic-12	31-dic- 11	31-dic- 12
Airport of Acapulco	810,487	844,507	678,764	713,706	130,534	137,888	(789)	20,310	11,664	34,219
Airport of Ciudad Juarez	368,461	380,090	273,542	293,777	129,539	158,792	34,634	20,756	42,616	28,978
Airport of Culiacan	570,812	601,005	423,513	455,444	204,197	286,983	(8,208)	35,539	1,111	46,147
Airport of Chihuahua	516,019	564,291	406,555	437,796	166,519	192,989	8,444	26,427	16,084	35,610
Airport of Mazatlan	764,280	810,580	667,125	713,335	171,175	168,901	6,609	25,130	16,059	36,033
Airport of Monterrey	4,412,219	4,370,457	3,115,102	3,253,025	1,279,066	1,354,476	108,933	206,142	167,042	272,006
Airport of Tampico	226,735	235,147	138,041	160,006	111,055	128,241	(213)	19,068	4,160	24,240
Airport of Torreon	274,806	299,076	210,840	227,931	77,455	100,795	33,775	15,283	40,026	22,216
Airport of Zihuatanejo	536,364	534,879	425,893	446,138	170,244	122,710	26,139	16,154	35,404	28,063
GACN (Legal Entity)	5,987,824	6,371,221	3,775,430	3,709,982	1,262,702	1,336,702	638,090	651,481	638,090	651,481

(1) 2011 audited figures. 2012 non-audited figures, which include in the case of airports, corporate expenses, corporate expenses that invoices GACN, and in case of GACN as legal entity, the revenues representing such invoicing. These operations among subsidiaries are eliminated when consolidating the accounting figures.

(2) Includes construction services revenues.

As of the date of this Supplement, the EBITDA of Guarantors, plus of the Issuer as legal entity, represented more than 80% (eighty percent) of the Consolidated EBITDA of the Issuer, therefore, complies with the Minimum Endorsement.

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8Common Representative

Monex Casa de Bolsa, S.A. se C.V., Monex Grupo Financiero as Common Representative, shall perform all acts necessary to ensure the Holder’s rights according to (i) the foregoing Supplement and the corresponding Certificate, (ii) Articles 5, 68, 69 and other applicable of the Stock Market Law regarding the common representative, when applicable, (iii) the General Law on Securities and Credit Obligations, particularly to the obligations and authorizations of the Common Representative, as well as its appointment, removal or resignation, and (iv) article 68 of the Stock Market Law.

Pursuant to the acceptance of the position, the Common Representative shall have the obligation to exercise all actions and rights corresponding to the Holders of the Stock Exchange Certificates to pay the principal and outstanding interests of the Issuer.

For all not expressly provided in the Certificate, the Common Representative shall act pursuant the instructions of the majority of the Holders, described in the section “Shareholders Meetings” (the “Majority of the Stock Exchange Certificates”).

The Common Representative shall have, among others, the following rights, obligations and authorities:

(i)Subscribe the share certificates representative to the Stock Exchange Certificates, having verified that they comply with all legal provisions applicable;

(ii)Right to monitor the compliance of the destination of funds product of the Issuance of the Stock Exchange Certificates, pursuant to the authorization of the CNBV, as well to monitor the compliance of the obligations to act and prohibitions;

(iii)Call and chair general shareholders meetings and execute its decisions;

(iv)Sign on behalf of the Holders and prior the approval of the general shareholders meetings, documents or contracts that need to be subscribed or celebrate with the Issuer;

(v)Exercise acts necessary to ensure the Holders’ rights;

(vi)Calculate and publish the amount of interests to pay according to the foregoing Supplement and the Certificate;

(vii)Act before the Issuer as intermediary with respect to the Holders of the Stock Exchange Certificates for the payment of the lasts performance and corresponding payments;

(viii)Collect from administrators, managers and officers of the Issuer, all reports and data required for the exercise of its authorities, including those relating to the financial situation of the Issuer;

(ix)Follow-up the Issuer’s certifications, regarding its obligations to act and prohibitions;

(x)Notify the Holders, BMV and CNBV with respect to any Cause of Early Termination as soon as it becomes aware of it and once the Stock Exchange Certificates matures early; in writing, through Emisnet or any other applicable system, as well, it shall notify Indeval (in writing or through the means determined by the latter);

(xi)React to opportunities before events that could harm the Holders, as well as to provide reports of its administration when required or when ending its position, according to the second paragraph of article 68 of the Provisions;

(xii)Exercise all functions, powers and duties pursuant to the Stock Market Law, General Law on Securities and Credit Obligations, and the Provisions and the sound stock market practices, and;

(xiii)In general, perform all acts necessary to ensure the rights of the Holders.

All and each of the acts performed by the Common Representative on behalf and in representation of the Holders, made in the terms of the Certificate of the Issuance or the applicable legislation, shall be binding and accepted by the Holders.

The Common Representative may be removed or substituted by agreement of the shareholders meeting, in the understanding that such removal shall only take effect as of the date a successor of the common representative accepts and takes its position.

The Common Representative shall conclude its functions on the date in which all Stock Exchange Certificates are fully paid (including for this purposes, accrued and unpaid interests, and other payable amounts).

The Common Representative shall never be required to pay any amount from its property to perform its authorities and duties.

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9Shareholders Meetings

The general shareholders meetings represent the group of Holders and their decisions, taken in terms of the Certificates, the Stock Market Law, and the General Law on Securities and Credit Obligations as applicable, pursuant to article 68 of the Stock Market Law, and shall be valid with respect to all Holders, even if absent or dissident. Consequently, any act of the Issuer that, in terms of the Certificate that covers the Issuance is subject for approval from the Holders, shall be submitted to the corresponding general shareholders meeting.

The rules and provisions relative to attend a shareholders meeting are described as follow. In addition, the rules for the call, quorum and validity of the resolutions adopted in the shareholders meetings, which are described in articles 218 to 221 of the General Law on Securities and Credit Obligations, shall be applicable and pursuant to article 68 of the Stock Market Law.

a)The general shareholders meeting shall meet whenever it is called by the Common Representative or by the request of the Holders or the Issuer as mentioned below: in the understanding that when a Cause of Early Termination occurs, the Common Representative shall be responsible for performing a shareholders meeting call within the following 15 (fifteen) days as of the date in which acknowledged the existence of any Cause of Early Termination.

b)The Holders that, individually or jointly, represent 10% (ten percent) of the unpaid amount of the Stock Exchange Certificates in circulation, may request the Common Representative to call a general shareholders meeting specifying the points of the agenda of such meeting, as well as the time and place in which it should be held. The Issuer shall have the same right. The Common Representative shall perform a call so that the shareholders meeting takes place within 15 (fifteen) days following the date after receiving such request. If the Common Representative does not performs the call within the described term, a first instance judge of the Issuer’s address and upon request of the Holders or the Issuer, if applicable, shall perform the call.

c)Calls for the shareholders meetings shall be published at least one time in a national newspaper 10 (ten) days prior the celebration of the meeting, and shall include the points of the agenda.

d)In order to discuss different matters than those established in section (e) mentioned below and to obtain a legally convened shareholders meeting on the first call, at least half of the Stock Exchange Certificates in circulation plus one, shall be represented in the meeting; and its decisions shall be valid when approved by the majority of votes of the Holders present.

If the shareholders meeting gathers by means of a second or subsequent call to discuss matters different than those established in section (e) below, the meeting shall be legally convened with any number of Stock Exchange Certificates present; and its decisions shall be valid when approved by the majority of votes of the Holders present.

e)In the following circumstances and in order to obtain a legally convened shareholders meeting, at least 75% (seventy five percent) of the Stock Exchange Certificates in circulation shall be present, whether jointly or individually; and its decisions shall be valid when approved by the majority of votes of the Holders present:

1.When discussing about the removal of the Common Representative and/or appoint a new one.

2.When discussing about consenting or authorizing that the Issuer or subsidiaries stop complying with their significant obligations pursuant to the Stock Exchange Certificates.

3.When discussing about performing any modification in the terms and conditions of the Stock Exchange Certificates, or grant renewals or extensions to the Issuer regarding payments of the principal and interests of the Stock Exchange Certificates.

4.When discussing about declaring due of the Stock Exchange Certificates prior maturity as a result of any of the Causes of Early Termination referred to in numbers 1, 2, 3, 4(a), 4(b), 5, 7, 9 or 10 of the section “Causes of Early Termination” of the foregoing Supplement.

f)If the shareholders meeting gathers on a second or subsequent call to discuss any of the matters mentioned in section e) above, at least half of the Stock Exchange Certificates in circulation plus one, are represented in the meeting; and its decisions shall be valid when approved by the majority of votes of the Holders present.

g)To attend a shareholders meeting, the Holders shall deposit the receipts issued by Indeval and the listing that for such purpose is issued by the corresponding credit institution or brokerage firm that will serve as a component of the Stock Exchange Certificates owned, if applicable, and shall be deposited in the place appointed by the call with at least one Business Day prior the date in which the shareholders meeting shall take place. The Holders may be represented in the meeting by a legal representative authorized through a proxy duly formalized or by a power of attorney signed before two witnesses.

h)In no event the Stock Exchange Certificates acquired in the market, directly or indirectly, by the Issuer or any related party with the Issuer, shall be represented the shareholders meeting.

i)In every shareholder’s meeting a minute shall be made by those who acted in the capacity of president and secretary. The minute shall include the attendance list, which shall be signed by the members present and scrutineers. The minutes, other data and the documents that refer to the acts of the shareholders meetings or the Common Representative, shall be kept by the latter, and may be reviewed by the Holders. The Holders shall have the right, at their expense, to request the Common Representative to issue certified copies of such documents.

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j)The number of Stock Exchange Certificates currently in the market shall be considered for purposes of calculating the attendance quorum of the shareholders meetings. The shareholders meeting shall be chaired by the Common Representative, and the Holders shall have the right to as many votes regarding their Stock Exchange Certificates owned, in the understanding that one Stock Exchange Certificate in circulation corresponds to one vote.

Notwithstanding the provisions of this section, resolutions taken outside a shareholders meeting by unanimous consent of votes that, jointly or individually, represent the full amount of the Stock Exchange Certificates with voting rights, shall have for all legal purposes, the same validity as if they were adopted in a shareholders meeting, as long it is confirmed in writing.

The shareholders meetings shall be held in the corporate address of the Common Representative, and if not possible, in the place described in the corresponding call.

The content of the Certificate covering the Issuance, shall not limit or affect the rights that, if applicable, the Holders have according to article 223 of the General Law on Securities and Credit Obligations.

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10Persons with relevant participation in the Offer

	Grupo Aeroportuario del Centro	Jose Luis Guerrero Cortes
	Norte, S.A.B. de C.V.
	HSBC Casa de Bolsa, S.A. de C.V.,	Yamur Severiano Muñoz Cortes
	Grupo Financiero HSBC
	Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, Integrante	Francisco de Asis Vicente Romano Smith
	Del Grupo Financiero Banamex
	Greenberg Traurig, S.C.	Daniel Saltzberg Koris
		Juan Manuel Gonzalez Bernal
	Standard & Poor’s, S.A. de C.V.	Patricia Calvo          Veronica Yañez
	Fitch Mexico, S.A. de C.V.	Sergio Rodriguez Garza
		Alberto de los Santos Davila

The relationship with investors shall be under the responsibility of Israel Magaña Gomez in the offices of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., located in the International Airport of Monterrey, in the Cargo Area, carretera Miguel Aleman, Km. 24 s/n, Apodaca, Nuevo Leon, 66600; or by telephone (81) 8625-4300 or in the following email address: imagana@oma.aero.

None of the experts or advisors of the Issuer that participate in the preparation of this Supplement, is an owner of a significant amount of shares of the Issuer or subsidiaries or has a direct or indirect economic interest that depends on the success of the placement.

30

11Recent events

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

31

III FINANCIAL INFORMATION

1Selected financial information

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

2Financial information by a line of business, geographic zone and export sales

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

3Relevant credit report

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

4Commentary and analysis from management about the results of the operations and financial situation of the Issuer (result of operations, financial situation, liquidity, capital resources, and internal control)

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

5Estimates, provisions or critical accounting reserves

Information corresponding to this section is incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013, respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

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IV PERSONS RESPONSIBLE

The undersigned declares under oath that in the scope of our respective duties, prepared the information regarding the Issuer contained in this Supplement, which to the best of our knowledge and belief, reflects reasonably its situation. Additionally, we declare that there is no knowledge of relevant information being omitted or distorted in the foregoing Supplement or that contains information misleading to investors.

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

(Signature)

Porfirio Gonzalez Alvarez

Chief Executive Officer

(Signature)

Jose Luis Guerrero Cortes

Administration and Finance Director

(Signature)

Alfredo Dominguez Sanchez

Director of Legal Affairs

The undersigned declares under oath that the companies, acting in the capacity of Guarantors of the Issuance, prepared the information regarding themselves which is contained in the foregoing Supplement, and which to the best of their knowledge and belief, reflect reasonably its economic and financial situation.

Aeropuerto de Acapulco, S.A. de C.V.

Aeropuerto de Ciudad Juarez, S.A. de C.V.

Aeropuerto de Culiacan, S.A. de C.V.

Aeropuerto de Chihuahua, S.A. de C.V.

Aeropuerto de Monterrey, S.A. de C.V.

Aeropuerto de Mazatlan, S.A. de C.V.

Aeropuerto de Tampico, S.A. de C.V.

Aeropuerto de Torreon, S.A. de C.V.

Aeropuerto de Zihuatanejo, S.A. de C.V.

(Signature)

Jose Luis Guerrero Cortes

Administration and Finance Director

The undersigned declares under oath that the company, in its capacity of a Placement Broker, performed a research, review and analysis of the Issuer’s Trust, as well as participated in the definition of the public offer terms, and to the best of its knowledge and belief, such research was broadly made and with enough depth to achieve an adequate understanding of the business. Additionally, we declare that there is no knowledge of relevant information being omitted or distorted in the foregoing Supplement or that contains information misleading to investors.

In the same manner, the company agrees in concentrating its efforts to achieve a better distribution of the Stock Exchange Certificates which are the subject matter of this public offer, in an effort to achieve a proper price formation in the market, and that the sense and scope of the Issuer Trustee’s responsibilities towards the public investors, competent authorities and other participants in the stock market have been informed thereto, as a company with registered securities in the RNV and BMV.

HSBC Casa de Bolsa, S.A. de C.V.

Grupo Financiero HSBC

(Signature)

Yamur Severiano Muñoz Gomez

Legal Representative

(Signature)

Augusto Vizcarra Carrillo

Legal Representative

The undersigned declares under oath that the company, in its capacity of a Placement Broker, performed a research, review and analysis of the Issuer’s Trust, as well as participated in the definition of the public offer terms, and to the best of its knowledge and belief, such research was broadly made and with enough depth to achieve an adequate understanding of the business. Additionally, we declare that there is no knowledge of relevant information being omitted or distorted in the foregoing Supplement or that contains information misleading to investors.

In the same manner, the company agrees in concentrating its efforts to achieve a better distribution of the Stock Exchange Certificates which are the subject matter of this public offer, in an effort to achieve a proper price formation in the market, and that the sense and scope of the Issuer Trustee’s responsibilities towards the public investors, competent authorities and other participants in the stock market have been informed thereto, as a company with registered securities in the RNV and BMV.

Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa,

Integrante del Grupo Financiero Banamex

(Signature)

Jose Ramon Diaz Arnau

Legal Representative

The undersigned declares under oath that to the best of its knowledge and belief, the issuance and placement of the Stock Exchange Certificates comply with the laws and other applicable legal provisions. Additionally, declares that it has no knowledge of relevant legal information being omitted or distorted in the foregoing Supplement or that contains information misleading to investors

Greenberg Traurig, S.C.

(Signature)

Daniel Saltzberg Koris

Partner

V ANNEXES

Annex 1.           Certificate

38

Legal authorization letter from the Mexican National Banking and	Registration Number in RNV of the
Securities Commission Number 153/6380/2013 dated March 20, 2013.	Second Issuance: 3056-4.15-2011-001-02
Stock symbol of the stock Exchange Certificates: OMA 13

Mexico, Federal District, March 26, 2013

STOCK EXCHANGE CERTIFICATE TO THE BEARER ISSUED BY GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

FOR A TOTAL AMOUNT OF (SEAL “S.D. Indeval Institucion para el
Deposito de Valores, S.A. de C.V.
Custody and Management of Securities
* March 26, 2013 *
R E C E I V E D

$1,500,000,000.00

(ONE BILLION FIVE HUNDRED MILLION PESOS 00/100 MEXICAN CURRENCY)

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Issuer” or “OMA”, indistinctly) agrees unconditionally to pay $1,500,000,000.00 (ONE BILLION FIVE HUNDRED MILLION PESOS 00/100 MEXICAN CURRENCY), plus the corresponding interests in terms of the foregoing certificate (the “Certificate”), for a total issuance of 15,000,000 (fifteen million) Stock Exchange Certificates to the bearer each with a face value of $100 (ONE HUNDRED PESOS 00/100 MEXICAN CURRENCY) (the “Issuance”).

The foregoing certificate is issued under the placement program of the stock exchange certificates authorized by the Mexican National Banking and Securities Commission according to the official letter number 153/31098/2011 dated July 12, 2011 by a total amount up to $3,000,000,000.00 Mexican Pesos or its equivalent in Investment Units, and a term of effectiveness of four years as of the date of such official letter (hereinafter the “Program”).

The Certificate is issued for its deposit in S.D. Indeval Institucion para el Deposito de Valores, S.A. de C.V., (“Indeval”), to justify the possession of the Stock Exchange Certificates by such institution and the performance of all activities assigned to them and that shall be exercised by the institutions for the deposit of securities according to the applicable legislation, without greater responsibility to Indeval than what is provided in the Stock Market Law (“LMV”) for such institutions.

The registration of the Stock Exchange Certificates in the National Registry of Securities does not imply a certification of its quality, solvency of the Issuer, accuracy or truthfulness of the information contained in the Prospectus or in the Supplement, nor validates acts performed in violation of the applicable laws.

1.         Definitions

The terms written with a capital letters but not expressly defined in the foregoing Supplement, shall have the following meanings or those assigned in other parts of this Certificate, which shall be equally applicable in a singular or plural connotation of such terms:

“Total Consolidated Assets” means that at any date, the total consolidated assets of the Issuer and determined Subsidiaries of such date and based on the most recent and available consolidated balance of the Issuer.

“Important Assets” means the assets owned by the Issuer and/or Subsidiaries as of to this day, whose fair market value exceeds 5% (five percent) of the Total Consolidated Assets’ value based on the most recent and available consolidated balance of the Issuer.

“Affiliate” means, with regard to a determined person, any person that, directly or indirectly, Controls or is Controlled, or is under the common Control of such determined person.

“Government Authorization” means the Concessions and any other authorization, approval, right, franchise, license, permit, certification, exemption, presentation, report or record granted by or before any government authority and necessary to perform the activities, the company’s purpose, operation and conduction of the business of the Issuer and Subsidiaries.

“Minimum Endorsement” means that on the last day of each fiscal year, the EBITDA of Guarantors added to the Issuer’s as itself, represents at least 80% (eighty percent) of the Consolidated EBITDA for such fiscal year. For clarification purposes, the previous calculation shall be made considering the consolidated subsidiaries of each Guarantor, if applicable, and based on the most recent and available consolidated audited annual financial statements of the Issuer.

“Guarantor” means any of the Subsidiaries of the Issuer, Aeropuerto de Acapulco, S.A. de C.V.; Aeropuerto de Ciudad Juarez, S.A. de C.V.; Aeropuerto de Culiacan, S.A. de C.V.; Aeropuerto de Chihuahua, S.A. de C.V.; Aeropuerto de Monterrey, S.A. de C.V.; Aeropuerto de Mazatlan, S.A. de C.V.; Aeropuerto de Tampico, S.A. de C.V.; Aeropuerto de Torreon, S.A. de C.V.; and/or Aeropuerto de Zihuatanejo, S.A. de C.V., that are incorporated and named as such in the Certificate; which shall guarantee payment of the principal and interests of the Stock Exchange Certificates in the terms described in the foregoing Certificate.

“BMV” means Bolsa Mexicana de Valores, S.A.B. de C.V.

“Change of Control” means that (i) Empresas ICA, S.A.B. de C.V. (“ICA”) and Aeroports de Paris, S.A. (“ADP”), individually or jointly, directly or indirectly, and for any reason different to the conversion of the full amount of Series “BB” shares into “B” shares of the Issuer, stop having the right to determine the sense of the vote of the Series “BB” shares issued by the Issuer that represent at least 7.65% of the Capital Stock of the Issuer, or (ii) if for any reason different to the conversion of the full amount of Series “BB” shares into “B” shares of the Issuer, directly or

indirectly, ICA stop having the veto and special rights conferred by the Bylaws of the Issuer valid at the time and of the Series “BB” shares, or (iii)in the event that the full amount of the Series “BB” shares were converted into Series “B” shares of the Issuer, ICA and ADP, individually or jointly, and directly or indirectly, stop having the right to determine the sense of the vote of the Series “B” shares issued by the Issuer that represent at least 50% (fifty percent) plus one share of the Capital Stock of the Issuer.

“Capital Stock” means shares, partnership interest or similar instruments (regardless of its name) representative of the capital stock of the company, as well as any other interest in a person (different from the company) and all and any optional warrants, rights or purchase options regarding the above.

“Causes of Early Termination” has the meaning set forth in the section “Causes of Early Termination” of the foregoing Certificate.

“Certificates” or “Stock Exchange Certificates” means the 15,000,000 (fifteen million) stock exchange bearer certificates covered in the foregoing Certificate.

“CNBV” means the Mexican National Banking and Securities Commission.

“Concessions” means the concessions granted by the Department of Communications and Transports to the Issuer’s subsidiaries in June 29, 1998 and its amendment in September 12, 2000 to manage, operate and use the Airports of Acapulco, Ciudad Juarez, Culiacan, Chihuahua, Durango, Mazatlan, Monterrey, Reynosa, San Luis Potosi, Tampico, Torreon, Zacatecas, and Zihuatanejo, during a term of 50 years as of November 1, 1998.

“Services Contract” means the management services contract celebrated in June 14, 2000 by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Ciudad Juarez, S.A. de C.V., Aeropuerto de Culiacan, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlan, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de San Luis Potosi, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreon, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V., and Aeropuerto de Zihuatanejo, S.A. de C.V.

“Multi-year Services Contract” means the services contract to maintain the airplane tracks celebrated between the Issuer and Empresas ICA, S.A.B de C.V., on September 10, 2007.

“Control” means the capacity of a person or group of persons, to perform any of the following acts: (a) Impose, directly or indirectly, decisions in general shareholders meetings, in partners and other equivalent organs’ meetings, or to appoint or remove the majority of the board members, managers or their equivalent, of a legal entity; (b) maintain ownership of rights that allow, directly or indirectly, a voting exercise of more than fifty percent of the capital stock of a legal entity; or (c) manage, directly or indirectly, the administration, strategy or main policies of a legal entity, whether through the ownership of securities, by a contract or any other form.

“Debt” means, with respect to any and each person, (i) all obligations of such person as a consequence of borrowing money; (ii) all obligations documented from such person in bonds, stock exchange certificates, obligations, promissory notes, or similar instruments; (iii) all obligations of such person to pay periodically the purchase price of goods and services (different from accounts payable through the normal course of business); (iv) all of the third parties’ guaranteed debt by an encumbrance incorporated over its assets owned, regardless if such third party assumed that Debt (for purposes of this subsection, in this case, the amount of Debt shall be equal to what results less from (x) the outstanding amount of such guaranteed Debt, and (y) the fair market price of the assets subject to a Encumbrance according to such person in good faith); (v) the guarantees granted by such person with regard to the third party’s Debt (for purposes of this subsection, the amount of Debt in this case, shall be equal to what results less from (x) the outstanding balance of such guaranteed Debt, and (y) the maximum amount of such guarantees, if applicable); (vi) Financial Lease obligations of such person; (vii) Obligations of such person in operations in which agrees to alienate assets, properties or goods, and lease such asset, or property pretended to be used for the same purposes to which it has been alienated; (viii) direct net obligations or contingent of such person as a consequence of any Obligation of Derivative Operations; and (ix) obligations, whether contingent or not, of such person to reimburse any other person paid amounts according to the letters of credit, credit guarantees and bank acceptances.

“Important Debt” means the Issuer’s or any of the Guarantor’s Debt (different from the Stock Exchange Certificates’ obligations) whose principal amount is greater than USD$10,000,000.00 (or its equivalent in any other currency).

“Business Day” means any day that is not Saturday or Sunday, or holiday required by law, in which the full-service Banking Institutions maintain their offices open to the public for operations according to the calendar published periodically by the CNBV.

“Provisions” means the general provisions applicable to securities issuers and other participants in the stock market, issued by the CNBV and published in the Federal Official Gazette on March 19, 2003, which have been modified from time to time.

“Issuance” means the issuance of Stock Exchange Certificates covered in the Certificate, which correspond to the stock symbol “OMA 13”.

“Issuer” means Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., a company whose purpose is to: (i) acquire shares, interests or partnerships in private or public companies, whether as founder or through acquisition of shares or partnerships in already organized companies, dedicated to management, operations, including the rendering of airport services, complementary and commercial services, construction and/or management of civil aerodromes, in the terms of the Airport Law and its regulations, as well as to participate in the Capital Stock of companies that provide all type of services, and to exercise its voting shares when required, always in the same sense according to the bylaws, or according to instructions of the board of directors, shareholders of the company or any other person authorized in terms of the bylaws; to sell, transfer or use any of the shares or partnerships, or other securities permitted by law; (ii) receive from other Mexican or foreign entities, companies or individuals, and render services that may be required to perform its purpose as a company, including but not limited to, consulting services in the areas of management, industrial, accounting, marketing or financial regarding management, operation, construction and/or management of

airports, to companies in which it holds an interest or partnership, or to other entities, companies or individuals; (iii) request and obtain under any capacity or through subsidiaries, concessions and permits to carry out the management, operation, construction and/or use of airports, as well as to provide any type of service necessary to use such airports and perform any other activity that supports and is related to such purpose, including but not limited to, any type of warehousing activity, and any other activity that complements the provided services and that directly benefits itself, as well as to provide guarantees over the concessions and permits. In the same manner, in terms established in the corresponding regulations and in the certificate of the concessions, the company may receive by itself or through a subsidiary, the revenues for the use of the civil aerodrome infrastructure, by the celebration of contracts, for services provided directly, as well as for commercial activities performed. Furthermore, the company may provide custody, handling and warehousing services of merchandise in Bonded warehouses in the several methods provided by the law, prior obtaining the necessary concessions or authorizations, likewise, the company may operate, coordinate, manage, supervise and/or carry out the rendering services of loading, unloading and handling of merchandise according to the subject law; (iv) obtain, acquire, manage, license or use all type of patents, invention certificates, registered trademarks, commercial names, copyrights or any other rights related, whether in the United Mexican States or abroad; (v) obtain all type of loans or credits, with or without a specific guarantee, and grant loans to legal entities or individuals that the company has an interest of more than 50% (fifty percent) of the voting Capital Stock or in companies that in any way has the control (according to the terms established in the Sixth Article of the bylaws); (vi) Grant all types of guarantees and sureties in issued negotiable instruments and obligations assumed by the companies or companies in which the company has an interest or partnership of more than 50% (fifty percent) of the voting Capital Stock or in other companies where it has the Control (according to the terms established in the Sixth Article of the bylaws); (vii) issue and subscribe all types of negotiable instruments, accept them and endorse them, including obligations with or without a real guarantee; (viii) issue unsubscribed shares of any class that make up the share capital held in the treasury stock of the Company for delivery through a corresponding subscription, as well as to enter into option contracts with third parties in whose favor the right to subscribe and pay in the shares that the Company issues for such purpose. Likewise the Company may issue unsubscribed shares under the terms and conditions set forth in Article 53 and other applicable articles of the Mexican Stock Market Law; (ix) maintain, hold, sell, transfer, dispose of, or take on loan any type of assets, real or personal property, as well as the real property rights to them, that may be necessary or advisable to carry out its purpose or for the activities that the companies or civil code regulated entities in which the Company may hold an interest or participation; (x) In general, to carry out and execute all acts, contracts, and related, incidental or accessory transactions necessary or convenient to carry out the foregoing purposes.

“Officer Responsible” means the Chief Executive Officer, Director for Operations, Administration and Finance Director, or any other officer with similar hierarchy as the Issuer and that has general powers for administration acts to act in name and representation of the Issuer.

“Encumbrance” means with regard to any asset, any mortgage, pledge, usufruct, deposit, burden, preference or any other real guarantee of any kind or nature, including all purchase agreements conditioned or reserved with ownership.

“Permitted Encumbrances” means:

(i) Encumbrances as a consequence of any tax or labor obligation, or created by law, as long as claimed in good faith and made with reserves or any other necessary provision according to the Mexican Financial Reporting Standards (“NIF”) or the International Financial Reporting Standards (“IFRS”), if applicable;

(ii) Deposits to guarantee compliance in tenders, business contracts, leases, bonds, and other obligations of similar nature, in each case, held in the normal course of business;

(iii) Encumbrances created as a consequence of a legal easement over the Issuer or Subsidiaries’ assets;

(iv) Encumbrances created prior the issuance date of the Stock Exchange Certificates;

(v) Encumbrances on asset that exist before the Issuer or any of it subsidiaries acquire or encumbrances on assets existing before a    person converts to a Subsidiary of the Issuer, as long as (a) such Encumbrances were not created exclusively for the acquisition or to convert such person in a Subsidiary of the Issuer, (b) such encumbrances do not extend to other assets of the Issuer or any of its Subsidiaries, and (c) such Encumbrances only guarantee those obligations guaranteed on the acquisition date or, if applicable, on the date that such person converts into a Subsidiary of the Issuer, if applicable, as well as the extensions, renovations or substitution of such obligations that do not imply an increase in the principal amount of the same; and

(vi) Other than the above encumbrances, as long as the unpaid principal of the debt and other obligations guaranteed with Permitted Encumbrances according to subsection (vi) does not exceed at any time 5% (five percent) of the Total Consolidated Assets.

“Indeval” means S.D. Indeval Institucion para el Deposito de Valores, S.A. de C.V.

“Environmental Laws” means all laws, regulations, norms, codes, circulars, orders, decrees, permits, licenses and issued resolutions by governmental authorities according to the applicable laws and valid as of the foregoing document, and that relate to: (i) pollution (including historical pollution), remedies or Environmental Protection, (ii) the adequate use of natural resources, such as water, including but not limited to, the National Water Law, its regulations, the Federal Tax Act and the Official Mexican Standards, or (iii) storage, creation, treatment or disposal of Hazardous Substances, including but not limited to, the General Law to Prevent and Integral Management of Waste, and other regulations with regard to hazardous residues, as well as other laws, regulations and Mexican rules, whether federal, state or local referring to environmental matters and obligations.

“Majority of Stock Exchange Certificates” has the meaning set forth in the section “Common Representative” of the foregoing document.

“Environment” means the air, superficial waters, underground waters, all earth, all living organisms, sediments, soil, ground stratum, natural resources, and the environment or the living environment, as defined in the Environmental Laws.

“Mexico” means the United Mexican States.

“NIF” means the Financial Reporting Standards applicable in Mexico.

“IFRS” means the International Financial Reporting Standards published by the International Accounting Standards Board.

“Financial Lease Obligations” means with regard to any person, the obligations of such person to pay rent or other amounts according to a lease (or any other agreement that grants using rights) of goods or property, or a combination of both, and whose obligations shall be classified and agreed as Financial Lease Obligations in the balance sheet of such person according the NIF or IFRS, and the amount of such obligations shall be at any time the amount capitalized when determined according to NIF or IFRS.

“Obligations of Derivative Operations” means with regard to any person, the obligations of any interest rate exchange contract or exchange rate contract, futures contracts, price protection contracts, or any other coverage agreement, exchange, option, limit or similar, with respect to prices, interest rates, indexes or currencies, or a combination of both.

“Interest Period” has the meaning set forth in the section “Interest Payment Frequency” of the foregoing Certificate.

“Common Representative” means Monex, Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, institution that serves as common representative of the Holders.

“Subsidiary” means any company or entity of any nature in which the Issuer has, directly or indirectly, (i) ownership of the 50% (fifty percent) or more of the share capital, shares or partnership shares, or 50% (fifty percent) of the voting rights, or (ii) controls management by any other means.

“Hazardous Substances” means any substance or material listed, defined or by any other way referred to as dangerous; or any contaminant or residue regulated by the Environmental Laws.

“Holder” means the holders of the Stock Exchange Certificates in the market.

“Certificate” means the title or document of the Stock Exchange Certificate.

“EBITDA” means the earnings before interests, taxes, depreciation and amortization.

“Consolidated EBITDA” means the Consolidated Operating Profit (calculated before interests, taxes, extraordinary expenses, and employee’s dividends), plus depreciation and amortization (to the extent that have been deducted when determining the profit from operations) calculated according to the IFRS; in the understanding that, to determine the Consolidated EBITDA regarding any period (the “Reference Period”), shall be given effect on a pro forma basis to any adjustment case(s) occurred as of the beginning of the Reference Period and as if such adjustment case(s) existed (and in the event of any expense, resources were applied) in the first day of the Reference Period. Acquisitions or expenses made in effect on a pro forma basis by a company, division or line of business; such pro forma shall be based on the last 4 (four) complete quarters for which there are financial information available.

“Consolidated Operating Profit” means the consolidated profit (or loss) of the operations of the Issuer and Guarantors on a consolidated basis, determined according to IFRS; in the understanding that for its determination, profit (or loss) of any person shall be excluded before the date in which such Guarantor (i) converts into a Subsidiary of the Issuer, (ii) merges with the Issuer or any of its Subsidiaries, or (iii) the Issuer or any of its Subsidiaries purchase its assets.

2.         Issuance Number

The foregoing is the second Issuance of Stock Exchange Certificates under the Program of the Issuer.

3.         Stock Symbol

OMA 13

4.         Number of Certificates

15,000,000 (fifteen million)

5.         Face Value of the Stock Exchange Certificates

$100.00 (ONE HUNDRED PESOS 00/100 MEXICAN CURRENCY) each.

6.         Issuance amount

$1,500,000,000.00 (ONE BILLION FIVE HUNDRED MILLION PESOS 00/100 MEXICAN CURRENCY).

7          Issuance Term

3,640 (three thousand six hundred and forty) days, equivalent to 20 (twenty) periods of 182 (one hundred and eighty two) days.

8          Placement Price

$100.00 (one hundred pesos 00/100 Mexican Currency).

9          Placement Mechanism

Traditional book construction.

10        Issuance Date

March 26, 2013 (the “Issuance Date”)

11.       Registration Date of the BMV

March 26, 2013.

12.       Due Date

March 14, 2023 (the “Due Date”)

13.       Grade

“mxAA+” by Standard & Poor’s, S.A. De C.V., that means the following: The debt graded with “mxAA” only differs in a small degree with respect to others graded in the maximum category. Indicates that the issuer payment capacity to comply with its financial commitments and obligations is very strong with regard to other issuers in the national market. The grades comprised from “mxAA” to “mxCCC” may be modified adding a plus (+) or a minus (-) sign to highlight its strength or weakness under each category of the grade.

“AA+(mex)” by Fitch Mexico, S.A. de C.V. that means: Very high creditworthiness. The national grades “AA” indicate an expectation of a low risk of default in comparison to other issuers or obligations in the same country. The risk of an inherent default only differs slightly in comparison to other high issuers or graded obligations in the country.

The grades does not constitute an investment recommendation and may be subject to updates at any time, pursuant to the methodology of the rating agencies.

14.       Interests and Calculation Procedures

As of its Issuance Date (or in the date appointed to the issuance of the Additional Stock Exchange Certificates, if applicable) and as long as they have not been paid in full, the Stock Exchange Certificates shall accrue an annual gross interest over its face value, therefore, the Common Representative shall consider an annual gross interest rate of 6.47% (six point forty seven percent) (the “Annual Gross Interest Rate”), which shall be maintained fixed during the Issuance term.

The interest accrued by the Stock Exchange Certificates during each of the Interest Periods, and the calculations to determine the amount due, shall include the natural days elapsed until the Payment of the Interest Payment Date (as defined below). Calculations shall close to the hundredths.

To determine the amount of interest payable in each Interest Period regarding the Stock Exchange Certificates, the Common Representative shall use the following formula:

I= [(TI)*PL] * VN

36000

In which:

I	=	Interest to be paid in the corresponding Interest Payment Date.
TI	=	Annual Gross Interest Rate (expressed as a percentage) applicable to the Issuance.
PL	=	Number of elapsed natural days until the corresponding Interest Payment Date.
VN	=	Face Value of the Stock Exchange Certificates in circulation.

Ordinary Interest accrued by the Stock Exchange Certificates shall be paid every 182 (one hundred and eighty two) days in accordance with the calendar of payments of interests described in the section “Interest Payment Date” of the foregoing Certificate.

The Common Representative shall announce to the CNBV, BMV and public investors, through the Electronic System for Sending and Disseminating Information (SEDI) or any other means determined by the BMV, and to Indeval in writing or through other means determined, no later than 2 (two) Business Days before the Interest Payment Date, the amount of interests to be paid, as well as the Annual Gross Interest Rate applicable to the following Interest Period, which shall be fixed during the Issuance term.

The Stock Exchange Certificates shall stop accruing interests as of the payment date assigned, as long as the Issuer performs the deposit of the amount to be paid, and if applicable, the corresponding interests in Indeval’s offices no later than 11:00 a.m., of that day.

In terms of Article 282 of the Stock Market Law, the Issuer agrees that the corresponding certificate will not carry an attached coupon, but shall carry a receipt issued by Indeval which shall serve as the attached coupons for all legal purposes.

15.       Interest Payment Frequency

Interest accrued by the Stock Exchange Certificates shall be paid every 182 (one hundred and eighty two) days (each an “Interest Period”) in according to the calendar of payments of interests described in the section “Interest Payment Date”) of the foregoing Certificate, and if it wasn’t a Business Day, the next Business Day, upon delivery of a receipt issued by Indeval.

16.       Interest Payment Date

Interests from the Stock Exchange Certificates shall be paid according to the following calendar of payments; in the understanding that if the date in which any payment that shall be made according to the calendar (the “Interest Payment Date”) is not a business day, the payment of interest shall be made the next Business Day, calculating respectively all interests accrued in the number of natural days elapsed until the date when the payment is made, and the following Interest Period will be shortened depending on the number of days the previous Interest Period was extended for this matter.

The first payment of interest shall be made precisely in September 24, 2013:

Period	Payment Date	Period	Payment Date
1.	September 24, 2013	2.	March 25, 2014
3.	September 23, 2013	4.	March 24, 2014
5.	September 22, 2013	6.	March 22, 2014
7.	September 20, 2013	8.	March 21, 2014
9.	September 19, 2013	10.	March 20, 2014
11.	September 18, 2013	12.	March 19, 2014
13.	September 17, 2013	14.	March 17, 2014
15.	September 15, 2013	16.	March 16, 2014
17.	September 14, 2013	18.	March 15, 2014
19.	September 13, 2013	20.	March 14, 2014

17.           Payment of Principal

The principal amount of the Stock Exchange Certificates shall be paid in one payment and in the Due Date, which is in March 14, 2023, upon delivery of the Certificate or receipt issued by Indeval.

18.           Payment Place and Form of the Principal Amount and Interest

The principal amount and interest accrued regarding the Stock Exchange Certificates shall be paid on its due date and in each Interest Payment Date respectively, with an electronic wire transfer through Indeval located in Paseo de la Reforma No. 255, 3rd floor, Col. Cuauhtemoc, Del. Cuauhtemoc, Mexico, D.F., 06500, upon delivery of the Certificate or receipt that for such purposes is issued by Indeval.

Payment of default interests shall be made in the Common Representative’s office located in Paseo de la Reforma No. 284, Col. Juarez, Mexico, D.F., 06600.

In the event that the principal amount and/or any other payable amount in any Interest Payment Date is not paid in full, Indeval shall not be responsible to deliver the Certificate or corresponding receipts of such payment, nor shall be responsible to deliver the same until payment is fully covered.

19.       Default Interests

In an event of default in the payment of interests and/or the principal amount of the Stock Exchange Certificates, default interest shall accrue over the unpaid principal of the Stock Exchange Certificates to an Annual Gross Interest Rate applicable to the Issuance, plus 2 (two) percentage points. The default interest caused are payable upon demand in the offices of the Common Representative (whose address is shown in the section “Payment Place and Form of the Principal Amount and Interest” of the foregoing Supplement) as of the immediate Business Day after the payment is due and until the full amount due is paid, based on a year containing 360 (three hundred and sixty) days and the days currently in default.

20.           Total Payment in Advance

The Issuer shall have the right (but not the obligation) to pay the full (but not in part) amount in advance of the Stock Exchange Certificates in any date, but before the Due Date (such date, the “Payment in Advance Date”) to an amount equal to the Payment in Advance Price (as defined below), plus accrued and unpaid interest of the principal of the Stock Exchange Certificates until the Payment in Advance Date. The Payment in Advance Price shall never be less to 100% (one hundred percent) of the principal amount due of the Stock Exchange Certificates to the Payment in Advance Date.

In the event that the Issuer decides to pay in advance the Stock Exchange Certificates according to the above, the Issuer, through the Common Representative, shall notify its decision to exercise such right to the CNBV, BMV, Indeval (in writing or through means determined by the latter) and the Holders in writing or through EMISNET with at least 30 (thirty) natural days in advance to the Payment in Advance Date.

The Payment in Advance of the Stock Exchange Certificates shall be performed in the Payment in Advance Date through Indeval whose offices are located in Paseo de la Reforma No. 255, 3rd Floor, Col. Cuauhtemoc, Mexico, D.F., 06500.

In the Payment in Advance Date, the Stock Exchange Certificates shall cease accruing interest, unless the Issuer does not deposit the Payment in Advance Price, plus accrued and unpaid interests of the Stock Exchange Certificates on the Payment in Advance Date, no later than 11:00 a.m. (Mexico City time).

If the Issuer exercises the right to pay in advance of the Stock Exchange Certificates, it shall pay the Holder an amount equal to the amount that results greater between (1) 100% (one hundred percent) of the unpaid principal of the Stock Exchange Certificates, or (2) the sum of the current value of each of the pending payments of the principal and interests according to the calendar of payment that appears in the section “Interest Payment Date” of the foregoing Supplement, under the Stock Exchange Certificates (excluding accrued and unpaid interests of the principal amount of the Stock Exchange Certificates to the Payment in Advance Date) discounted to the “M Bond” Rate, plus 50 (fifty) base points (i) in case of the principal amount, based on the number of days that correspond from the Due Date until the Payment in Advance Date (over a base period of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days), and (ii) in the case of interests, based on the number of days that correspond between each following Interest Payment Dates and the Payment in Advance Date, respectively (over a base period of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days) (such amount, the “Payment in Advance Price”). In any case, besides the Payment in Advance Price, the Issuer shall have to pay the Holders an accrued and unpaid interests of the principal amount of the Stock Exchange Certificates on the Payment in Advance Date. The Issuer shall not cover any amount in addition to the Payment in Advance Price in case of exercising its right to pay in advance of the Issuance according to the foregoing section.

The Common Representative shall calculate the Payment in Advance Price and shall inform it to CNBV, BMV, Indeval (in writing or through means determined by the latter), and the Holders through EMISNET, with at least 6 (six) Business Days in advance to the Payment in Advance Date.

For purposes of the above:

“M Bond Rate” means, regarding any Payment in Advance Date, the annual rate equivalent to a six-month return performance (considering periods of 182 (one hundred and eighty two) days and a year with 360 (three hundred and sixty) days) to the maturity or interpolated maturity (based on the number of days) of the “Comparable M Bond Issuance”, assuming a price for the Comparable M Bond Issuance (expressed as a percentage of the principal) equal to the “Comparable M Bond Price”.

“Comparable M Bond Issuance” means the issuance of Federal Government Development Bonds with a Fixed Interest Rate assigned by the “Independent Bank”, with a comparable or interpolated maturity to a comparable term of the period corresponding from the Payment in Advance Date and the Due Date of the Stock Exchange Certificates, which shall be assigned based on recognized financial practices to assess new corporate debt issuances.

“Independent Bank” means any Mexican credit institution that operates Federal Government Development Bonds with a Fixed Interest Rate in the Mexican primary market and assigned by the Common Representative.

“Comparable M Bond Price” means, regarding the Payment in Advance Date”, the average of the “Independent Bank Quotes”

“Independent Bank Quotes” means, regarding an Independent Bank and the Payment in Advance Date, the average performance rate determined by the Issuer upon maturity of the Comparable M Bond quoted in writing by such Independent Bank before 2:30 p.m., Mexico City time, the 6º (sixth) Business Day prior the Payment in Advance Date and informed in writing to the Common Representative on the same day of its determination.

21.       Guarantee

The Stock Exchange Certificates shall have the endorsement of the Guarantor(s) according to the Certificate. The Guarantor(s) that, individually or jointly, reach the Minimum Endorsement shall approve the Stock Exchange Certificates. At any time during the term of effectiveness of the Stock Market Certificates and without the consent of the Holder or the Common Representative, the Issuer shall have the right to release any Guarantor from payment obligations that arise from the Stock Market Certificates, as well as the right (but not the obligation) to substitute any Guarantor or include a new one, as long as after such release, addition or substitution takes effect and complies with the Minimum Endorsement.

The Issuer, (i) within 5 (five) Business Days following the date in which any of the changes established in the previous paragraph occur, shall publish a notice through EMISNET or any other means that replaces it, describing changes of Guarantors according to the foregoing Certificate, and confirm that the Minimum Endorsement will exist once the release, addition or substitution takes effect - which shall be the signing of the new Certificate that reflects such release, addition or substitution of the Guarantors - and shall obtain a legal opinion from an independent attorney (accredited by the letter referred into Article 87 of the Provisions) that refers to the validity and enforceability of the Stock Exchange Certificates against people constituting as Guarantors after such release, addition or substitution, as well as of the powers of who subscribe the new certificate on its behalf (whose legal opinion shall be delivered to the CNBV as part of the update registration process of the Stock Exchange Certificate in the National Registry of Securities), and (ii) Once such notice is published, an exchange of the certificate must be performed depositing the new certificate in Indeval as soon as possible and against receiving the Certificate previously deposited at that time; and the new certificate shall reflect precisely the companies that will act as Guarantors of the Stock Exchange Certificates as of that moment.

No modification of the Guarantors shall constitute novation of the obligations contained in the foregoing Certificate.

In order to clarify the above, in order to modify the definition of the Minimum Endorsement, the consent of the Holders gathered in a shareholders meeting shall suffice.

22.       Destination of the Funds

The net resources obtained by the Issuer according to the Issuance of the Stock Exchange Certificates that ascend to the amount of$1,492,844,361.88 (one billion four hundred and ninety two million eight hundred and forty four thousand three hundred and sixty one pesos 88/100 Mexican Currency), shall be applied by the Issuer, in a first instance to the payment in advance of its banking short-term debt, which ascends to the amount of $755,000,000.00 (seven hundred and fifty five million pesos 00/100 Mexican Currency).

The loans to be paid are the following:

Creditor	Current Withdrawal(s)	Rate	Maturity	Use of resources
HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC	$200,000,000.00	TIIE+1%	July 27, 2013	Working capital
Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Banamex	$250,000,000.00	Average TIIE+1%	March 25, 2013 ($100,000,000.00) April 24, 2013 ($50,000,000.00) May 24, 2013 ($100,000,000.00)	Working capital
Banco del Bajio, S.A., Institucion de Banca Multiple	$5,000,000.00	TIIE+1.5%	July 19, 2013	Working capital and extraordinary treasury necessities
Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo Financiero Inverlat	$300,000,000.00	TIIE+0.9%	December 20, 2013	Working capital

The funds remaining from the payment of the loans described above, which ascend approximately to an amount of $737,844,361.88 (seven hundred and thirty seven million eight hundred and forty four thousand three hundred and sixty 88/100 Mexican Currency), shall be used to finance in part of the investment capital the Issuer performs each year. It includes investment committed to the Development Master Programs of the thirteen airports of the corporate group that belongs to the Issuer and strategic investments of new businesses for the growth in strategic areas such as aeronautics, commercial or real estate, depending on the opportunities presented in Mexico or abroad.

The difference between net resources and the Issuance amount represents expenses and commissions paid by the Issuer regarding the Issuance of the Stock Exchange Certificates.

23.           Obligations of the Issuer and Guarantors

Obligation to give.

In addition to the principal and interest payment obligations established in the foregoing Supplement and in the Certificate, there are no obligations to give considered for the Issuer or Guarantors.

Obligation to act.

Unless the Holders of the Majority of the Stock Exchange Certificates approve otherwise in a shareholders meeting, as of the date of the foregoing document and until the Stock Exchange Certificates are paid in full, the Issuer undertakes by itself and in the cases specifically mentioned below, to cause Guarantors comply with the following:

1.     Disclosure and delivery of information. (a) Disclose information to the public investors through the means established by the applicable law on the dates assigned by the Provisions, a full copy of the financial statements at the end of each quarter and any other information that should be disclosed to the public investors each quarter according to the Provisions, including without limitation, a document containing a report about the exposure of the Issuer to financial statements of the closing of the previous quarter.

(b)Disclose to the public investors, through the means established by the applicable law on the dates assigned by the Provisions, a full copy of the consolidated audited annual financial statements and any other information that should be disclosed annually to the public investors according to the Provisions.

(c)Inform the Common Representative in writing, within 5 (five) Business Days following the date in which an Officer Responsible has knowledge of any event that constitutes or may constitute a Cause of Early Termination according to the foregoing Certificate.

(d)   Provide to the CNBV, BMV, Common Representative, and public investors, financial, economic, accounting and administrative information established in the Provisions.

2.     Corporate Existence; accounting; law compliance, contractual obligations; and authorizations.

(a)Keep their legal existence and of the Guarantors, and maintain them as a business in progress, except as permitted by number 2 of the subsection “Prohibitions”.

(b)   Maintain its accounting according to the Mexican NIFs, the IFRS or any other standards or accounting criteria that replace any of the Mexican NIFs or IFRS according to the applicable law.

(c)    Comply and maintain, and cause that Guarantors comply and maintain Governmental Authorizations, as well as all laws, regulations, mandates, norms or requirements of any governmental authority applicable (including, regarding Governmental Authorizations, the law and airport regulations, communication and transports laws and regulations, provisions issued by the Department of Communications and Transports and by the Civil Aeronautical General Department, social service, labor, pensions and economic competition, as well as Environmental Laws and Regulations), as well as all of its obligations as a consequence of any contract, covenant, security or instrument that is part of, unless the lack of compliance of the above does not affect adversely and importantly in the operations or financial situation of the Issuer or any of the Guarantors.

(d)   Maintain and cause that Guarantors maintain in full effect, all Governmental Authorizations necessary according to the applicable legislation to perform its activities and of Guarantors’, as well as maintain their rights, unless for those Governmental Authorizations different from the Concessions that, if not maintained valid, does not affect adversely and importantly in the operations or financial situation of the Issuer or any of the Guarantors.

3.     Destination of the funds. Use the resources obtained through the Issuance for the purposes provided in this Certificate, which shall evidence with the delivery of a certification to the Common Representative.

4.     Registration and listings. Maintain the registration of the Stock Exchange Certificates in the National Registry of Security and in the listings of the BMV.

5.     Assets and Insurances. (a) Maintain the necessary assets to perform its activities and of the Guarantors in good conditions, unless it wears and depreciates naturally with its use, as well as to make repairs, replacements and upgrades necessary for the proper functioning of such goods.

(b)   Maintain and hire, and cause Guarantors to maintain and hire, recognized insurance companies, suitable insurances that cover its assets or assets used to perform its activities in similar terms to those already contracted.

6.     Tax Obligations. The Issuer shall comply and be up to date, and cause that Guarantors comply and be up to date, in the payment of all taxes, contributions, fees, and government burdens applicable, which are determined, imposed or demanded, except for taxes, contributions, fees, and government burdens (regardless of the amount) whose constitutionality or determination is pending to resolve to be controversial with, or that are requested before the competent tax authority, as long as the Issuer or the corresponding Guarantor, if applicable, (a) filed in good faith the defense mechanisms established by the established tax laws, (b) established or maintains sufficient necessary reserves according to the applicable Mexican NIFs or IFRS, in case a final judgment is declared applicable resolving to pay and (c) proceeded to guarantee the tax interests in terms established by the applicable tax laws.

7.     Labor Obligations. The Issuer shall comply and be up to date, and cause Guarantors to comply and be up to date, in the payment of its labor-nature obligations (including as an example, the fees of the Mexican Institute of Social Security, the fees for the National Fund for Workers’ Housing, as well as the contributions for the Retirement Savings Fund), or any other contribution established in the applicable laws or regulations, except for those labor obligations (regardless the amount) whose application or determination is pending to resolve to be controversial with, or that are requested before the competent authority as long as the Issuer or the corresponding Guarantor, if applicable, (a) filed in good faith the defense mechanisms established by the established tax laws, (b) established or maintains sufficient necessary reserves according to the applicable Mexican NIFs or IFRS, in case a final judgment is declared applicable resolving to pay and (c) proceeded to guarantee the interests of its employees in terms established by the applicable laws.

8.     Priority of Payments (pari passu). The Issuer shall do the necessary so that its obligations from the Stock Exchange Certificates constitute direct and written obligations form the Issuer, and in the event of bankruptcy maintain the same payment priority as its other direct and written obligations, except for the preferences established by law.

9.     Mandatory Repurchase of Stock Exchange Certificates. In the event of a Change in Control, the Issuer is responsible to perform and initiate through the BMV and according to the mechanisms described in this section and in the corresponding informative brochure, a purchase public offer regarding the Stock Exchange Certificates (the “Repurchase Offer”) no later than 15 (fifteen) Business Days after such Change in Control occurs. In the terms of such Repurchase Offer, the Issuer shall offer, and the Holders shall have the right to

accept, the repurchase of the Stock Exchange Certificates currently on the market (the “Purchase Option”) to a price equal to 101% of the face value of the Stock Exchange Certificates (the “Repurchase Price”), plus accrued and unpaid interests as to the Repurchase Date (as defined below).

In the event of a Change in Control and notwithstanding the obligation to perform a Repurchase Offer, the Issuer has to notify the Common Representative in writing and the public (through the BMV systems), in a period no later than 5 (five) Business Days after the existence of such event, so as to Indeval in writing or through the means determined by the latter.

The Holders may exercise the Purchase Option in the terms of the Repurchase Offer, which shall be known in the corresponding informative brochure. To exercise this right, the Holders shall have a period of at least 20 (twenty) Business Days (as of the initiation of the Repurchase Offer) to exercise the Purchase Option (the “Exercise Period”) according the mechanisms established in the Repurchase Offer.

If any Holder decides to accept the Purchase Option, the Issuer shall have the obligation to repurchase the Stock Exchange Certificates accepted in the Purchase Option, having to pay the Repurchase Price, plus accrued and unpaid interests no later than the 3rd (third) Business Day after the conclusion of the Exercise Period (the “Repurchase Date”) in the form established in the corresponding informative brochure; in the understanding that the payment of the Repurchase Price shall be for an amount equivalent to the Repurchase Price multiplied to the total number of Stock Exchange Certificates for which the Purchase Option has been exercised.

In the Repurchase Date, the Issuer shall receive in an issuance account of any of the trustees in Indeval indicating to the Holders, the Stock Exchange Certificates of the Holders that decided to accept the Purchase Option. The Holders that accept the Purchase Option, shall instruct their brokerage firm or trust fund of the transfer of its Stock Exchange Certificates to the issuance account assigned by the Issuer; instruction that the brokerage firm or trust fund shall refer to Indeval (in writing or by the means determined by the latter) to remove and cancel jointly with the Issuer, the repurchased Stock Exchange Certificates, hereinafter, the Issuer shall proceed to exchange the certificates deposited in Indeval by a new number of Certificates in circulation (that are, regarding those that were not exercised in the Purchase Option) and any other conditions as a consequence of such change.

The Holders that decide not to exercise the Purchase Option shall keep their corresponding certificates and the payment obligations of the Issuer shall prevail until the payment in full of the principal of the Stock Exchange Certificates.

With respect to the Repurchase Option, the Issuer shall comply with any of the requirements established in the Stock Market Law and the Provisions.

The Common Representative shall deliver to Indeval the information that should receive regarding the Repurchase Offer and, if applicable, the exchange of the applicable Certificate according to the foregoing instrument.

Prohibitions.

Unless the Holders of the Majority of the Stock Exchange Certificates approve otherwise in a shareholders meeting, as of the date of the foregoing document and until the Stock Exchange Certificates are paid in full, the Issuer undertakes by itself and in the cases specifically mentioned below, to cause Guarantors comply with the following:

1.     Line of business. Not modify the prevailing line of businesses, nor of the Guarantors, considered in a jointly basis.

2.     Mergers, sale of assets. (a) Not merge, split, dissolve or liquidate or allow Guarantors to merge, split, dissolve or liquidate, unless by (i) mergers that the Issuer or Guarantor, if applicable, are the merged company, (ii) mergers in which the company resulting from the merger assumes the Issuer’s obligations, (iii) mergers not implying a Change in Control, or (iv) dissolutions and liquidations of Guarantors that the Issuer deems appropriate, to streamline its corporate structure, and that do not have a direct a Cause of Early Termination.

(b)   Not sale, lease or otherwise use Important Assets (including shares of the Capital Stock of any Guarantor), or enable the guarantors to do so, unless for (i) sales in the normal course of the operations, (ii) sales of obsolete or discontinued equipment, and (iii) sales among Guarantors or between the Issuer and Guarantors.

3.     Operations with affiliates. (a) Not modify or allow Guarantors to modify the Services Rendering Agreement and/or the Multi-Year Services Contract in such a way that as a consequence of the modifications impose more expensive terms and conditions to the Issuer than those currently established in the foregoing.

(b)   Not celebrate or allow Guarantors to celebrate operations with Affiliates, unless for operations in the normal course of business, in reasonable conditions and no less favorable for the Issuer or any of the Guarantors, if applicable, than those that may be obtained in a commercial comparable operation with a person that is not an Affiliate.

4.     Restrictions in the Payment of Dividends. (a) Not allow that any of the Guarantors celebrate any contract that, directly or indirectly, impose a restriction to pay dividends or other cash payments to its shareholders; in the understanding that such obligation shall not apply to limitations or restrictions that exists in contracts or instruments celebrated before the issuance date of the Stock Exchange Certificates.

(b)   The Issuer shall refrain from paying dividends or to perform any other payment to its shareholders of any kind, in cash or in kind (i) if a Cause of an Early Termination occurs or if an event that through time may convert into a Cause of Early Termination, or (ii) as a consequence of such payment occurs a Cause of Early Termination.

5.     Encumbrances. Not constitute or allow Guarantors to constitute any Encumbrance, unless (i) when is a Permitted Encumbrance, or (ii) that simultaneously at the creation of any Encumbrance, the Issuer guarantees in the same form its obligations on the basis of the Stock Exchange Certificates.

Causes of Early Termination:

In the event that any of the following circumstances (each a “Cause of Early Termination”), the Stock Exchange Certificates shall terminate early in the terms and conditions established below:

1.     Failure in the Payment of Interest. If the Issuer stops paying interests within 3 (three) Business Days following the corresponding Interest Payment Date.

2.     False or incorrect information. If the Issuer discloses false or incorrect information of its financial, accounting or legal situation to the public, and such information is not rectified within the 15 (fifteen) Business Days following the date in which any Officer Responsible acknowledged such situation.

3.     Failure to comply obligations of the Stock Exchange Certificates. If the Issuer or any of the Guarantors fail to comply with any of its obligations described in the Certificate that documents the foregoing Issuance; in the understanding that in the event of failing to comply with the obligations described in paragraphs 1(a), 1(b) and 9 of the subsection “Obligation to Act” above, the Issuer shall be considered that is in default of such obligations if such default is not remedied within 30 (thirty) days following the date in which the Issuer received a written notice of the Common Representative specifying the corresponding defaults, and (ii) in the event of failing to comply with the obligations described in paragraphs 2(b), 2(c), 5, 6, and 7 of the subsection “Obligation to give” above, the Issuer and Guarantors, if applicable, are considered to be in default of such obligations if such default is not remedied within 30 (thirty) days following the date of its existence.

4.     Revocation or termination of concessions. If (a) the terms and conditions of the Concessions are modified in a way that limit or affect negatively and significantly the rights currently granted by the Concessions to the Issuer or Guarantor, (b) for any reason a government authority expropriates, rescue or seize the facilities and operations of an airport operated by the Issuer, as long as such expropriation, rescue or seize were declared by a competent judicial authority through a resolution that does not allow any other proceeding, or (c) any of the Concessions is revoked or terminated, and as long as such revocation or termination were declared by a competent judicial authority through a resolution that does not allow any other proceeding.

5.     Breach of other obligations. If (i) the Issuer or any of the Guarantors does not pay when due (after any grace period applicable), any amount of the principal or payable interests regarding any Important Debt, or (ii) there is an early termination of any Important Debt that obliges the Issuer or Guarantors to pay a bigger amount than US$10,000,000.00 (or its equivalent in another currency) before the due date.

6.     Bankruptcy. If the Issuer or any of the Guarantors declares bankruptcy or insolvency by a competent judicial authority through a resolution that does not allow any other proceeding, or if the Issuer or any of the Guarantors admits in writing its incapacity to pay the debts when due.

7.     Judgment. In the event of any final judicial resolution (not subject for appeal or any other legal proceeding) against the Issuer or Guarantors that, individually or jointly with another judicial resolution with such characteristics exceeds the amount of US$10,000,000.00 (or its equivalent in another currency) and such resolution is not paid or guaranteed within 30 (thirty) natural days following its date.

8.     Validity of the Stock Exchange Certificates. If the Issuer rejects, claims or contests the validity or enforceability of the Stock Exchange Certificates.

9.     Repurchase Offer by Change in Control. In case the Issuer does not initiate and perform a Repurchase Offer in a Change in Control in the form established in the section “Compulsory Repurchase of Stock Exchange Certificates” located in subsection “Obligations to Act” above.

10.   Minimum Endorsement. If for the 30º (thirtieth) Business Day after the date on which the consolidated audited annual financial statements of the Issuer are available, the Stock Exchange Certificates are not guaranteed by Guarantors that comply with the Minimum Endorsement.

In the event of any of the circumstances mentioned in the numbers 4(c), 6 or 8 above (and the applicable grace period expires, if applicable), the Stock Exchange Certificates shall automatically become due without the necessity of a default notice, submission, requirement to pay, protest or notification of any nature, judicial or extrajudicial, therefore, the unpaid principal amount, the accrued and unpaid interests, and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable.

In the event of the circumstance mentioned in section 1 above (and the applicable grace period expires, if applicable), all payable amounts by the Issuer according to the Certificate shall become due prior maturity, as long as at least 1 (one) Holder that represents at least 10% (ten percent) of the Stock Exchange Certificates in circulation, delivers a written notice to the Common Representative informing its intention to declare the Stock

Exchange Certificates due prior maturity, therefore, the unpaid principal amount, the accrued and unpaid interests and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable, in which case, the Common Representative shall call a shareholders meeting to solve the above mentioned.

In the event of the circumstances mentioned in numbers 2, 3, 4(a), 4(b), 5, 7, 9 or 10 above (and the applicable grace period expires, if applicable), all payable amounts by the Issuer according to the Stock Exchange Certificates shall become due prior maturity, as long as the shareholders meeting solves that the Stock Exchange Certificates become due prior maturity, in which case, the unpaid principal amount, the accrued and unpaid interests and all other outstanding amounts of the Stock Exchange Certificates shall become immediately enforceable. For purposes of solving the declaration of an early maturity, the attendance and voting quorums rules of the shareholders meetings, regarding the first, second or subsequent calls, shall be those established in paragraph e) of the section “Shareholders Meetings” mentioned below.

In the event of an early maturity of the Stock Exchange Certificates according to the Certificate, the Common Representative shall notify such circumstance to the CNBV, BMV and Indeval (in writing or through the means determined by them) delivering evidence of such determination

24.       Increase in the number of Stock Exchange Certificates

The Issuer shall have the right to issue and offer publicly additional Stock Exchange Certificates (the “Additional Stock Exchange Certificates”) other than those referred to in the Stock Exchange Certificates covered in this Certificate (the “Original Stock Exchange Certificates”). The Additional Stock Exchange Certificates (a) are considered to be part of the Issuance of the Original Stock Exchange Certificates (therefore, among other things, shall have the same stock symbol as the Original Stock Exchange Certificates), and (b) shall have the same terms and conditions as of the Original Stock Exchange Certificates (including and not limited to the due date, interest rate and face value of each Stock Exchange Certificate). The Additional Stock Exchange Certificates shall accrue interests as of the date of the current interest period of the Original Stock Exchange Certificates.

By virtue of the acquisition of Original Stock Exchange Certificates, means that Holders have consented to the Issuer to issue Additional Stock Exchange Certificates, therefore, the issue and public offer of the Additional Stock Exchange Certificates, shall not require the authorization of the Holders of the Stock Exchange Certificates. The issuance of the Additional Stock Exchange Certificates shall be subject to the following:

(i)    The Issuer may issue and offer publicly Additional Stock Exchange Certificates, as long as (a) the grade of the Additional Stock Exchange Certificates are not lower than the grades granted to the Original Stock Exchange Certificates and that the latter does not decrease (whether as a result of an increase in the number of Stock Exchange Certificates in circulation or by any other cause), and (b) the Issuer is up to date with the compliance of its obligations according to the Original Stock Exchange Certificates.

(ii)   The maximum amount of Additional Stock Exchange Certificates that the Issuer may issue and offer publicly, plus the amount of issues in circulation according to the Program (including the issuance of the Original Stock Exchange Certificates), shall not exceed the Total Amount Authorized by the Program.

(iii)  On the issuance date of the Additional Stock Exchange Certificates, the Issuer shall exchange the certificates that represent the Original Stock Exchange Certificates (deposited in Indeval) by a new certificate that covers the Original Stock Exchange Certificates, plus the Additional Stock Exchange Certificates, and deposit such certificate in Indeval. Such certificate shall contain only the modifications necessary to reflect the issuance of the Additional Stock Exchange Certificates, in other words, (a) the total amount of the issuance (represented by the sum of the amount issued regarding the Original Stock Exchange Certificates, plus the amount issued according to the Additional Stock Exchange Certificates), (b) the total amount of Stock Exchange Certificates covered by the certificate (that shall be equal to the number of the Original Stock Exchange Certificates, plus the number of the Additional Stock Exchange Certificates), (c) the issuance date of the Original Stock Exchange Certificates and the issuance date of the Additional Stock Exchange Certificates, and (d) the term of effectiveness of the Original Stock Exchange Certificates and the Additional Stock Exchange Certificates; the term of effectiveness of the Additional Stock Exchange Certificates shall be the term that exists between the issuance date of the Additional Stock Exchange Certificates and the Due Date of the Original Stock Exchange Certificates, by virtue whereof the due date of such certificate shall be the same Due Date as of the Original Stock Exchange Certificates.

(iv)  The issuance date of the Additional Stock Exchange Certificates may coincide with the date in which any of the interests periods initiate according the foregoing Certificate; the price of the Additional Stock Exchange Certificates shall reflect the accrued interests as of the initiation date of the valid interest period, in the understanding that the Original Stock Exchange Certificates will continue to accrue interest in the valid interest period as of the Issuance date of the Additional Stock Exchange Certificates.

(v)   No issuance of Additional Stock Exchange Certificates or the increase in the amount of Original Stock Exchange Certificates in circulation as a consequence of the same shall constitute novation.

(vi)  The Issuer may perform several issued of Additional Stock Exchange Certificates, as long as does not exceed the Total Amount Authorized by the Program.

The Additional Stock Exchange Certificates may be placed with a different price than its face value depending on the market conditions.

25.       Common Representative

Monex Casa de Bolsa, S.A. se C.V., Monex Grupo Financiero as Common Representative, shall perform all acts necessary to ensure the Holder’s rights according to (i) the foregoing Supplement and the corresponding Certificate, (ii) Articles 5, 68, 69 and other applicable of the Stock Market Law regarding the common representative, when applicable, (iii) the General Law on Securities and Credit Obligations, particularly to the

obligations and authorizations of the Common Representative, as well as its appointment, removal or resignation, and (iv) article 68 of the Stock Market Law.

Pursuant to the acceptance of the position, the Common Representative shall have the obligation to exercise all actions and rights corresponding to the Holders of the Stock Exchange Certificates to pay the principal and outstanding interests of the Issuer.

For all not expressly provided in the Certificate, the Common Representative shall act pursuant the instructions of the majority of the Holders, described in the section “Shareholders Meetings” (the “Majority of the Stock Exchange Certificates”).

The Common Representative shall have, among others, the following rights, obligations and authorities:

(i)	Subscribe the share certificates representative to the Stock Exchange Certificates, having verified that they comply with all legal provisions applicable;
(ii)	Right to monitor the compliance of the destination of funds product of the Issuance of the Stock Exchange Certificates, pursuant to the authorization of the CNBV, as well to monitor the compliance of the obligations to act and prohibitions;
(iii)	Call and chair general shareholders meetings and execute its decisions;
(iv)	Sign on behalf of the Holders and prior the approval of the general shareholders meetings, documents or contracts that need to be subscribed or celebrate with the Issuer;
(v)	Exercise acts necessary to ensure the Holders’ rights;
(vi)	Calculate and publish the amount of interests to pay according to the foregoing Certificate;
(vii)	Act before the Issuer as intermediary with respect to the Holders of the Stock Exchange Certificates for the payment of the lasts performance and corresponding payments;
(viii)	Collect from administrators, managers and officers of the Issuer, all reports and data required for the exercise of its authorities, including those relating to the financial situation of the Issuer;
(ix)	Follow-up the Issuer’s certifications, regarding its obligations to act and prohibitions;
(x)	Notify the Holders, BMV and CNBV with respect to any Cause of Early Termination as soon as it becomes aware of it and once the Stock Exchange Certificates matures early; in writing, through Emisnet or any other applicable system, as well, it shall notify Indeval (in writing or through the means determined by the latter);
(xi)	React to opportunities before events that could harm the Holders, as well as to provide reports of its administration when required or when ending its position, according to the second paragraph of article 68 of the Provisions;
(xii)	Exercise all functions, powers and duties pursuant to the Stock Market Law, General Law on Securities and Credit Obligations, and the Provisions and the sound stock market practices, and;
(xiii)	In general, perform all acts necessary to ensure the rights of the Holders.

All and each of the acts performed by the Common Representative on behalf and in representation of the Holders, made in the terms of the Certificate of the Issuance or the applicable legislation, shall be binding and accepted by the Holders.

The Common Representative may be removed or substituted by an agreement of a shareholders meeting, in the understanding that such removal shall only take effect as of the date a successor of the common representative accepts and takes its position.

The Common Representative shall conclude its functions on the date in which all Stock Exchange Certificates are fully paid (including for this purposes, accrued and unpaid interests, and other payable amounts).

The Common Representative shall never be required to pay any amount from its property to perform any of its authorities or duties.

26.       Shareholders Meetings

The general shareholders meetings represent the group of Holders and their decisions, taken in terms of the Certificates, the Stock Market Law, and the General Law on Securities and Credit Obligations as applicable, pursuant to article 68 of the Stock Market Law, and shall be valid with respect to all Holders, even if absent or dissident. Consequently, any act of the Issuer that, in terms of the Certificate that covers the Issuance is subject for approval from the Holders, shall be submitted to the corresponding general shareholders meeting.

The rules and provisions relative to attend a shareholders meeting are described as follow. In addition, the rules for the call, quorum and validity of the resolutions adopted in the shareholders meetings, which are described in articles 218 to 221 of the General Law on Securities and Credit Obligations, shall be applicable and pursuant to article 68 of the Stock Market Law.

a)     The general shareholders meeting shall meet whenever it is called by the Common Representative or by the request of the Holders or the Issuer as mentioned below: in the understanding that when a Cause of Early Termination occurs, the Common Representative shall be responsible for performing a shareholders meeting call within the following 15 (fifteen) days as of the date in which acknowledged the existence of any Cause of Early Termination.

b)     The Holders that, individually or jointly, represent 10% (ten percent) of the unpaid amount of the Stock Exchange Certificates in circulation, may request the Common Representative to call a general shareholders meeting specifying the points of the agenda of such meeting, as well as the time and place in which it should be held. The Issuer shall have the same right. The Common Representative shall perform a call so that the shareholders meeting takes place within 15 (fifteen) days following the date after receiving such request. If the Common Representative does not performs the call within the described term, a first instance judge of the Issuer’s address and upon request of the Holders or the Issuer, if applicable, shall perform the call.

c)     Calls for the shareholders meetings shall be published at least one time in a national newspaper 10 (ten) days prior the celebration of the meeting, and shall include the points of the agenda.

d)     In order to discuss different matters than those established in section (e) mentioned below and to obtain a legally convened shareholders meeting on the first call, at least half of the Stock Exchange Certificates in circulation plus one, shall be represented in the meeting; and its decisions shall be valid when approved by the majority of votes of the Holders present.

If the shareholders meeting gathers by means of a second or subsequent call to discuss matters different than those established in section (e) below, the meeting shall be legally convened with any number of Stock Exchange Certificates present; and its decisions shall be valid when approved by the majority of votes of the Holders present.

e)     In the following circumstances and in order to obtain a legally convened shareholders meeting, at least 75% (seventy five percent) of the Stock Exchange Certificates in circulation shall be present, whether jointly or individually; and its decisions shall be valid when approved by the majority of votes of the Holders present:

1.     When discussing about the removal of the Common Representative and/or appoint a new one.

2.     When discussing about consenting or authorizing that the Issuer or subsidiaries stop complying with their significant obligations pursuant to the Stock Exchange Certificates.

3.     When discussing about performing any modification in the terms and conditions of the Stock Exchange Certificates, or grant renewals or extensions to the Issuer regarding payments of the principal and interests of the Stock Exchange Certificates.

4.     When discussing about declaring due of the Stock Exchange Certificates prior maturity as a result of any of the Causes of Early Termination referred to in numbers 1, 2, 3, 4(a), 4(b), 5, 7, 9 or 10 of the section “Causes of Early Termination” of the foregoing Supplement.

f)     If the shareholders meeting gathers on a second or subsequent call to discuss any of the matters mentioned in section e) above, at least half of the Stock Exchange Certificates in circulation plus one, are represented in the meeting; and its decisions shall be valid when approved by the majority of votes of the Holders present.

g)     To attend a shareholders meeting, the Holders shall deposit the receipts issued by Indeval and the listing that for such purpose is issued by the corresponding credit institution or brokerage firm that will serve as a component of the Stock Exchange Certificates owned, if applicable, and shall be deposited in the place appointed by the call with at least one Business Day prior the date in which the shareholders meeting shall take place. The Holders may be represented in the meeting by a legal representative authorized through a proxy duly formalized or by a power of attorney signed before two witnesses.

h)     In no event the Stock Exchange Certificates acquired in the market, directly or indirectly, by the Issuer or any related party with the Issuer, shall be represented the shareholders meeting.

i)      In every shareholder’s meeting a minute shall be made by those who acted in the capacity of president and secretary. The minute shall include the attendance list, which shall be signed by the members present and scrutineers. The minutes, other data and the documents that refer to the acts of the shareholders meetings or the Common Representative, shall be kept by the latter, and may be reviewed by the Holders. The Holders shall have the right, at their expense, to request the Common Representative to issue certified copies of such documents.

j)      The number of Stock Exchange Certificates currently in the market shall be considered for purposes of calculating the attendance quorum of the shareholders meetings. The shareholders meeting shall be chaired by the Common Representative, and the Holders shall have the right to as many votes regarding their Stock Exchange Certificates owned, in the understanding that one Stock Exchange Certificate in circulation corresponds to one vote.

Notwithstanding the provisions of this section, resolutions taken outside a shareholders meeting by unanimous consent of votes that, jointly or individually, represent the full amount of the Stock Exchange Certificates with voting rights, shall have for all legal purposes, the same validity as if they were adopted in a shareholders meeting, as long it is confirmed in writing.

The shareholders meetings shall be held in the corporate address of the Common Representative, and if not possible, in the place described in the corresponding call.

The content of the Certificate covering the Issuance, shall not limit or affect the rights that, if applicable, the Holders have according to article 223 of the General Law on Securities and Credit Obligations.

27.       Trustee

Indeval.

28.       Potential Buyers

Individuals and legal entities when their investment regime is expressly provided. Potential buyers shall consider carefully all information contained in the Prospectus and the Supplement.

29.           Tax regime

The foregoing section contains a brief description of certain applicable taxes in Mexico regarding the acquisition, property and management of debt instruments, such as Stock Exchange Certificates of resident and non-resident investors in Mexico for tax purposes, but is not an exhaustive description of all tax considerations that may be relevant to a decision of purchasing or manage Stock Exchange Certificates.

The current tax regime may be modified throughout the life of the Stock Exchange Certificates. It is recommended for investors to ask for advice independently from tax advisors regarding the legal provisions applicable to an acquisition, property and management of debt instruments, like the Stock Exchange Certificates before investing.

The retained rate applicable to paid interests is subject to (i) individuals and legal entities residents in Mexico for tax purposes, to Articles 58, 160 and other applicable of the valid Income Tax Law, and (ii) individuals and legal entities residents abroad for tax purposes, to Article 195 and other applicable of the valid Income Tax Law and will depend on the effective beneficiary of the interests.

30.       Supplementarity

The article 68 of the Stock Market Law established the following: “The articles 81, 109 to 116, 130, 151 to 162, 164, 166 to 169, 174, second paragraph, 216, 217 section VIII and X to XII, 218 to 221, and 223 to 227 of the General Law on Securities and Credit Obligations are applicable, where appropriate, to the stock exchange certificates and the optional securities. The publication of the calls may be performed in any newspaper of wide national circulation...”

31.       Applicable Legislation and Jurisdiction

The foregoing Stock Exchange Certificate shall be governed and interpreted according to the laws of Mexico. The Issuer, Common the Representative and, pursuant to the acquisition of Stock Exchange Certificates, all and each of the Holders expressly and irrevocably agree to the jurisdiction of the federal courts based in Mexico City for any dispute regarding the Stock Exchange Certificates, waiving hereinafter any other jurisdiction that may correspond due to their current or future address or any other reason.

The foregoing Certificate is issued in Mexico City on March 26, 2013.

[Space left blank intentionally. The signature form continue below]

Issuer

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

(Signature)

Jose Luis Guerrero Cortes

Legal Representative

Guarantors

Aeropuerto de Acapulco, S.A. de C.V.

Aeropuerto de Chihuahua, S.A. de C.V.

Aeropuerto de Ciudad Juarez, S.A. de C.V.

Aeropuerto de Culiacan, S.A. de C.V.

Aeropuerto de Mazatlan, S.A. de C.V.

Aeropuerto de Monterrey, S.A. de C.V.

Aeropuerto de Tampico, S.A. de C.V.

Aeropuerto de Torreon, S.A. de C.V.

Aeropuerto de Zihuatanejo, S.A. de C.V.

(Signature)

Jose Luis Guerrero Cortes

Legal Representative

The preceding signature appears on behalf of all and each of the companies listed in their capacity as Guarantors.

Signature form of the Certificate that represents the Stock Exchange Certificates with the stock symbol “OMA 13”

issued by Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., dated March 26, 2013.

Common Representative

As proof of his acceptance to the position and obligations inherent therein

Monex Casa de Bolsa, S.A. de C.V.,

Monex Grupo Financiero

(Signature)

Hector Eduardo Vazquez Aben

Legal Representative

Signature form of the Certificate that represents the Stock Exchange Certificates with the stock symbol “OMA 13”

issued by Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., dated March 26, 2013.

Annex 2.           Grade granted by Standard & Poor’s, S.A. de C.V.

39

Mexico, Federal District, March 6, 2013

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

Torre Latitud Piso 5

Av. Lazaro Cardenas #2225

Col. Valle Oriente,

San Pedro Garza Garcia, N.L.

Mexico, 66269

Re: Second issuance of Stock Exchange Certificates for up to MXN1,500 million with the stock symbol OMA 13 based on the stock exchange program for an amount of MXN3,000 millions.

Dear Sirs:

In response to your request to obtain a grade over the proposed instrument mentioned above, Standard & Poor’s, S.A. de C.V., (Standard & Poor’s”) informs that it assigned your long-term issuance grade on a national scale-CaVal-of “mxAA+”.

Instruments graded:

	Principal	Termination
Program/	Amount	Date
Instrument	Graded	Legal Final	Grade
Long-term Stock Exchange Certificates	Up to MXN1,500 million	Ten years as of its	mxAA+
		Issuance date

The debt graded with “mxAA” only differs in a small degree with respect to others graded in the maximum category. Indicates that the issuer payment capacity to comply with its financial commitments and obligations is very strong with regard to other issuers in the national market. The grades comprised from “mxAA” to “mxCCC” may be modified adding a plus (+) or a minus (-) sign to highlight its strength or weakness under each category of the grade.

This letter constitutes the authorization of Standard & Poor’s to determine the grade here indicated to the parties interested according to the laws and applicable norms. Please take a look at the fundamentals attached herein that supports the grade or grades. Any publication made by yourself or representatives in any website, shall include the complete analysis of the grade, including all updates if applicable.

To maintain the grade(s), Standard & Poor’s shall receive all information regarding the applicable Terms and Conditions. You acknowledge and accept that Standard & Poor’s is based in you, your representatives and advisors with respect to the accuracy, opportunity and exhaustiveness of the information delivered regarding the grade and continuous flow of relevant information as part of the monitoring process. Please send all information through email to: veronica_yanez@standardandpoors.com.

The information that is not available in an electronic format, please send paper copies to: Standard & Poor’s, S.A. de C.V., Prol. Paseo de la Reforma 1015, Torre A, Piso 15, Santa Fe, Mexico, Federal District, 01376. Attention to: Veronica Yañez.

Standard & Poor’s did not perform an audit and does not assumes any obligation to perform “due diligences” or independent verifications of any information received. The grades assigned constitutes the prospective opinion of Standard & Poor’s regarding the creditworthiness of the graded issuer and/or the graded issuance, and does not constitutes an investment recommendation, and it may be subject to modification at any time according with Standard & Poor’s rating methodologies.

The grade(s) are subject to the Terms and Conditions that follow the applicable Contract Letter. The mentioned Terms and Conditions are considered incorporated by reference to this letter.

Standard & Poor’s values the opportunity to provide you with our grade opinion. For more information, please visit our website www.standardandpoors.com.mx. If you have any questions, please don’t hesitate to contact us. Thank you for choosing Standard & Poor’s.

Sincerely,

(Signature) / P.C.

Standard & Poor’s, S.A. de C.V.

Analytical contacts

Name: Patricia Calvo

Telephone #: +52 (55) 5081-4481

Email address: patricia_calvo@standardandpoors.com

Name: Veronica Yañez

Telephone #: +52 (55) 5081-4485

Email address: veronica_yanez@standardandpoors.com

	MEXICO

March 15, 2013

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

Analytical contacts:

Veronica Yañez, Mexico (52) 55-5081-4485; veronica_yanez@standardandpoors.com

Monica Ponce, Mexico (52) 55-5081-4454; monica_ponce@standardandpoors.com

Action:	Assignment of grades to proposed issuances
	Credit risk and debt grade
Instrument:	Proposal for the issuance of $1,500 million pesos worth in Stock Exchange Certificates
Grade:	National Scale (CaVal)
	mxAA+
Instrument:	Short-term stock exchange certificates proposed program for amount up to $200 million
	pesos on a revolving basis
Grade:	National Scale (CaVal) mxA-1+
	Long-term credit risk grade
Confirmed grades National Scale (CaVal):	mxAA+/Stable
	Long-term stock exchange certificates for $1,300 million pesos OMA11
	mxAA+

Editor’s note: Adds information in the third paragraph of the fundamentals dated originally on March 6, 2013.

Fundamentals

Standard & Poor’s assigned today its long-term national scale-CaVal-grade of “mxAA+” to the stock exchange certificate issuance proposal of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (OMA) for $1,500 million pesos (MXN) in the local market. In addition, we assigned our short-term credit risk grade in a national scale of “mxA-1+” to OMA and a debt grade of “mxA-1+” for the short-term stock exchange certificates proposed program for an amount up to $200 million pesos on a revolving basis.

Furthermore, Standard & Poor’s confirmed OMA’s long-term credit risk grade to “mxAA+”. Perspective is table. As well, confirmed the grade “mxAA+”of the long-term stock exchange certificate issuance (OMA 11) for $1,300 million pesos (MXN).

The resources of the long-term proposed issuance shall be used to refinance the short-term and current liabilities, as well as to finance the capital investments committed to the Development Master Program (DMP) and OMA’s strategic investments. The resources of the short-term proposed program shall be used in the working capital and corporate matters in general. The grade assigned to the proposed issuances indicates that the issuer’s payment capacity to comply with its financial commitments and obligations is very strong with regard to other issuers in the national market.

The credit and debt risk grade of OMA reflect a business profile considered “satisfactory”, and the evaluation of its profile “intermediate”. Our evaluations are based on OMA’s competitive advantage derived from the operation of its 13 airports in Mexico, the strategic position of the airport in Monterrey as the fourth airport with more passenger traffic in the country, a moderate financial policy, and our expectation that the company will maintain a solid generation of cash flow under a moderate level of leverage.

These factors are partially unopposed by OMA’s high concentration of revenues in its aeronautical services, that historically are above 70% of the total income, as well as the International Airport of Monterrey, which represented 48% of the total passenger traffic and 45.5% of its consolidated income during 2012, and by the important investment plans that the company is committed to perform according to the Development Master Program (DMP 2011-2015).

OMA’s grades are above of its majority shareholder Empresas ICA, S.A.B. de C.V. (ICA, mxBBB+/Stable/--), due that Aeroports de Paris Management (ADPM; non-graded), an affiliate of Aeroports de Paris (ADP; A+/Negative/--), has the right to approve or reject relevant decisions through its participation in the board of directors of Servicios de Tecnologia Aeroportuaria, S.A. de C.V. (SETA), such as the authorization, amount and payment of dividends. SETA is the owner of the 100% of the controlling shares of OMA. Five board

members appointed by ICA comprise the Board of Directors of SETA and two appointed by ADPM. In order to approve a relevant resolution by the Board of Directors, six of the seven votes are required. In our opinion, this structure limits the financial impact on OMA that could be generated as a result of a potential deterioration in the financial profile of ICA.

During 2012, the total number of passengers transported by OMA was 12.6 million, an increase of 6.8% compared with 2011; there was a greater recovery in the number of national passengers with an increase of 7.8%. In our opinion, the international passenger traffic continues to be affected by the insecurity issues in Mexico; it showed a slightly recovery during the second semester of 2012 with an increase of 2.3% compared with 2011. We expect that the total passenger traffic will increase approximately 4.3% for 2013 and an average growth of greater than 5% during the following two years. Such expectation is evidenced with the traffic recovery to touristic destinations, as well as in the growth plans of airlines through the acquisition of new aircrafts, new routes and frequencies.

The total income (without considering the construction revenues) was $2,820 million pesos (MXN) in 2012, which represented an increase of 14.7% compared to the previous year. Such increase was due to a 17% growth in the non-aeronautical revenues, which mirrors the income diversification strategy and the optimization of commercial spaces implemented by OMA during the last years, as well as by the new security service operation for documented luggage. In the other hand, aeronautical revenues grew 13.9% for the same period as a result of an increase in passenger volume. Based on the above, the adjusted EBITDA margin was 53.6%, which compares favorably with the 50.9% presented in the previous year.

For 2013, we expect that OMA’s aeronautical revenues will continue to benefit from the traffic recovery and the increase in the maximum rate associated with the maintenance of the security equipment used to check documented luggage, and we expect that such service may have an increase in revenues of 9% approximately. In the other hand, we envisage that the non-aeronautical revenues will still be supported mainly by those received from the operation of the Hotel NH inside Terminal 2 of the International Airport in Mexico City (AICM) and the commercial services, which we expect that they can grow more than 10% during 2013. Therefore, we expect that OMA report an increase in the total income for 2013, without including construction revenues, close to 10% with an EBITDA margin of 52% approximately.

OMA’s historical financial performance has been solid as a result of a moderate financial policy that seeks a positive generation of operative cash flow, maintaining low leverage levels. During 2012, the total debt index to EBITDA, the interest coverage with EBITDA and the Funds From Operations (FFO) to the total debt was 1.4 times (x), 14.6x and 68.5% respectively. Nevertheless, as a result of the diversification strategy of non-aeronautical revenues and new businesses, we expect that OMA will increase its debt during the following three years to finance its investment plans. We expect that OMA will maintain its investment expenditure up to MXN800 million pesos for the following two years and MXN350 for 2015.

In our baseline scenario, we expect that OMA will report a total debt index to EBITDA, interest coverage with EBITDA and FFO to debt of 2.0x, 10.6x and 44.2%, respectively during 2013, and 2.3x, 8.1x and 35.4% for the closing of 2014. In spite of the increase in its leverage levels, we consider that OMA will continue to show a solid financial profile with moderate debt levels and can be compared favorably with other companies in the same grade category. Nevertheless, in our opinion, the sensitivity of the company before passenger traffic and the generation of EBITDA have increased compared to the previous years.

OMA operates and manages 13 airports in the north-central region of Mexico through a 50-years concessions granted by the Mexican government. The airports provide services to the metropolitan area of Monterrey, three tourist destinations (Acapulco, Mazatlan and Zihuatanejo), two border cities (Ciudad Juarez and Reynosa), and seven regional centers (Chihuahua, Culiacan, Durango, San Luis Potosi, Tampico, Torreon and Zacatecas). All of them benefit from being the only option in their respective markets and are considered as international airports according to the Mexican legislation, meaning that are equipped to receive international flights, operate customs, refueling stations and immigration services operated by the Mexican government. As well, OMA manages the Hotel NH T2. OMA has two strategic partners, ICA and ADPM.

Liquidity

We consider that OMA’s liquidity is adequate. In December 31, 2012, the company reported a cash account of MXN1,152 million pesos and a short-term debt of MXN583 million pesos, including the balance from the revolving credit lines contracted. Additionally, we expect OMA will have a free cash flow in operations (after the investment expenditure) for an amount approximately of MXN272 million pesos in 2013, which coupled to the cash account and new issuances, shall be enough to cover its financial commitments and dividend payments.

According to our criteria of liquidity, the expectancy and assumptions supporting our evaluation, include the following:

·     We expect the liquidity sources of the company will exceed in more than 1.2x in the next 12 to 18 months.

·     In our analysis, we expect that the liquidity sources shall be approximately MXN4,115 million pesos in 2013 and MXN4,530 million pesos in 2014, consisting in cash, FFO and additional debt. We anticipate that the use of the liquidity shall be approximately of MXN2,470 million pesos for 2013 and MXN1,972 million pesos for 2014, considering capital expenditure, debt maturity, working capital and dividend payments.

·     We consider that OMA has enough flexibility to decrease and/or defer its investment expenditure before an unfavorable environment in the airport industry.

·     OMA will maintain a manageable maturity profile because 95% of its debt will be of a long-term after the issuance of the stock exchange certificates.

·     Additionally, we consider that OMA has a broad margin to manage its financial restrictions (covenants), and in December 31, 2012 was in compliance with them.

OMA plans refinancing existing liabilities and finance investment expenditure with the issuance of stock exchange certificates for MXN1,500 million pesos maturing in 2023. Such issuance is guaranteed with nine of the thirteen airports operated by OMA. We expect that such guarantee becomes extensive to the issuance of stock exchange certificates OMA11, mitigating the structural subordination that exists under our criteria. Failure to do so could generate lowering the grade of such issuance.

Perspective

The stable perspective considers that despite an increase in the leverage level, OMA will continue to display a solid financial performance and a satisfactory business profile. The grades could be lowered if under an unfavorable economic environment, the generation of EBITDA is consistently reduced or if there is an increase in debt above our expectations, result in a level of leverage higher than 3.0x. There is a limited potential for an increase in the grade due to the high concentration of revenues, which we expect not to decrease in the medium-term.

Criteria and Related Analyses

·     General description of the Credit Rating Process, March 25, 2011.

·     Credit Rating Principles, April 4, 2011.

·     National Scale (CaVal) - Grade Definitions, May 28, 2012.

·     Criteria: Corporate Ratings (Mexico), June 18, 2012.

·     Methodology and Assumptions: Liquidity descriptors for corporate issuers, June 18, 2012.

·     Standard & Poor’s confirm grades “mxAA+” for Grupo Aeroportuario del Centro Norte (OMA); perspective is stable, July 6, 2012.

Copyright © 2013 by Standard & Poor’s Financial Services LLC (S&P). All rights reserved. No part of this information shall be reproduced or distributed in any form and/or through any means or stored in a database or recovery system of information without the previous written authorization of S&P. S&P, affiliates and/or suppliers has exclusive property rights of the information, including the ratings, related credit analysis and information provided herein. This information shall not be used for illegal or non-authorized purposes. S&P, affiliates, suppliers, directors, officers, shareholders, employees or managers guarantee the accuracy, integrity, opportunity or availability of the information. S&P, affiliates, suppliers, directors, officers, shareholders, employees or managers are not responsible for errors or omissions regardless the cause, of the results obtained from the use of such information. S&P, AFFILIATES AND SUPPLIERS DOES NOT EXPRESS OR IMPLY ANY GUARANTEES, INCLUDING BUT NOT LIMITED TO ANY COMMERCIAL OR ADJUSTED GUARANTEE FOR A USE OR PARTICULAR PURPOSE. In no case S&P, affiliates, suppliers, directors, officers, shareholders, employees or managers are responsible before third parties as a consequence from damages, costs, expenses, legal fees or losses (including, without limitation, income or revenue loss and costs of opportunity), direct, indirect, incidental, punitive, special, compensatory or consequential in connection with any use of the information contained herein, despite the warning of the potential damage.

The grades and credit analyses related to S&P and its affiliates, and the declarations contained herein are opinions to the date they are expressed and are not fact statements or recommendations to purchase, maintain or sell any instrument or to take a decision to invest in any of them. S&P does not assume obligation whatsoever to update all and any information after its publication. Users of the information contained herein shall not base in it to perform an investment decision. S&P opinions and analyses are not referred to the convenience of any instrument or security. S&P does not acts as fiduciary or investment advisor. Albeit S&P has obtained sources of information considered trustworthy, does not perform auditing tasks or assumes an independent assessment or verification obligations from the information received. S&P maintains certain activities of its independent business units in order to preserve independence and objectivity of its respective activities. As a result, some S&P business units may have information that is not available to other of its business units. S&P established policies and procedures to maintain confidentiality of the information, which is not public, received regarding each of the analytical processes.

S&P Rating Services receives a fee for its rating services and for the credit related analyses, which is normally paid by the issuers of certificates, the subscribers therein or debtors. S&P reserves the right to disclose its opinions and analyses. S&P grades and public analyses are available in its websites www.standardandpoors.com, www.standardandpoor.com.mx, www.standardandpoors.com.ar, www.standardandpoors.com.br (for free) and www.ratingdirect.com and www.globalcreditportal.com (by subscription) and may be distributed by other means, including S&P publications and external re-distributors. For additional information about our rating services fees, is available in www.standardandpoors.com/usratingsfees.

Annex 3.          Grade granted by Fitch Mexico, S.A. de C.V.

40

March 5, 2013

GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V.

Torre Latitud, L501, Piso 5

Av. Lazaro Cardenas #2225

Col. Valle Oriente, San Pedro Garza Garcia

Nuevo León, Mexico

Att.Jose Luis Guerrero Cortes

REF: OMA 13 Grade

Hereby we allow ourselves to inform you that Fitch (see definition at the end of this document) assigned the following grade:

-AA+(mex) corresponding to the Second Issuance of Stock Exchange Certificates with the stock symbol “OMA 13” for an amount up to $1,500,000,000.00 (One billion five hundred million pesos 00/100 Mexican Currency) for a term up to 10 years of GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. de C.V. (OMA), and to be performed under a Stock Exchange Certificate Program on a revolving basis, which was originally authorized by the Mexican National Banking and Securities Commission according to official letter No. 153/31098/2011 dated July 12, 2011 for an accumulated amount up to $3,000,000,000.00 (Three billion pesos 00/100 Mexican Currency) or its equivalent in investment units (UDIS).

The grade assigned by Fitch Mexico, S.A. de C.V. to this issuance, is defined as follows:

AA+(mex), which means: Very high creditworthiness. The national grades “AA” indicate an expectation of a low risk of default in comparison to other issuers or obligations in the same country. The risk of an inherent default only differs slightly compared to other high issuers or graded obligations in the country.

The fundamentals of these actions are described in the annex that constitutes an integral part of the foregoing rating letter.

The methodologies applied to determine these grades are:

--“Rating Methodology for Non-Financial Companies”, published in August 16, 2011.

All methodologies and grade criteria may be found in the following websites: www.fitchratings.com and www.fitchmexico.com.

When assigning and granting grades, Fitch depends on the information received from issuers and/or qualified entities, financial agents and other sources considered credible and trustworthy. Fitch performs a reasonable research of the information used according its rating methodology, and obtains a reasonable verification of such information by independent sources, to the extent that such sources are available for a determined instrument and/or a determined jurisdiction.

1/5

The form in which Fitch performs its research of information and the verification scope obtained by a third party or external source, may vary depending on: the nature of the issuer and the instrument graded; the requirements and practices in the jurisdiction in which the graded instrument is offered and sold and/or the issuer’s location; the availability and nature of the relevant public information; the access to the issuer’s corporate body and its advisors; the availability of preexisting verifications of third parties, such as external audits, letters of recognition of procedures, appraisals, actuarial reports, engineering reports, legal opinions, and other reports provided by third parties; availability of verification sources of independent and pertinent third parties regarding a particular instrument, or in the jurisdiction of the issuer; among other factors.

The users of Fitch’s grades shall understand that no exhaustive research or third parties’ verifications may ensure that all information used by Fitch to grant a grade will be accurate and complete. Ultimately, the issuer and advisors are responsible for the accuracy of the information provided to Fitch and the market through the transaction documents and other reports. To assign a grade, Fitch depends on the work from experts, including independent auditors regarding financial statements and attorneys regarding legal and tax matters. Additionally, the grades are inherently prospective and consider assumptions and premises of future events that because of its nature may not be verified as facts. Consequently, in spite of any current fact verification, the grades may be affected by future events or conditions that were not foreseen at the moment when assigned or ratified.

Fitch seeks to continuously improve its criteria and grading methodologies. Periodically in its website, criteria descriptions and methodologies are updated for certain type of instruments. The criteria and methodologies used to determine a grade are those valid at the moment in which occurs, meaning that is the date of the observations issued therein. Each of these observations provide information about the criteria and methodologies used to determine the above mentioned grade, which may be different from the general criteria and methodologies used and applicable to a type of instrument, which are published in the website. Therefore, to acknowledge the updated information regarding the fundamentals of any grade, please always consult the corresponding grading observations.

These grades are based on methodologies and criteria that Fitch continuously assess and update. Therefore, grades are products from Fitch’s collective work, and no person or group of persons individually, are responsible for them. All reports from Fitch have joint authorship. The persons identified in the reports were involved in the performance of the same, but do not have individual responsibility with respect to the opinions expressed therein. The persons mentioned in the reports appear merely as contacts.

The grades are not direct or indirect recommendations or suggestions to the entity or any other person to purchase, sell, perform or maintain any type of investment, credit or instrument, or to take any type of investment strategy regarding an investment, credit or instrument of any entity or issuer. The grades do not comment about the suitability of prices in the market or about the suitability of any investment, credit or instrument for a particular investor (including but not limited to any regulatory and/or accounting treatment), or about the tax nature and application to payments performed in any investment, credit or instrument. Fitch is not an advisor and does not provide the entity or any third party, financial advise or legal, accounting, expectancy, assessment or actuarial services. A grade shall not be seen as a substitution of such type of advice or services.

The grade granted does not constitute an investment recommendation and may be subject to updates at any time according to the methodologies of this rating institution.

2/5

The assignment of a grade by Fitch, does not constitute a consent to use its name as an expert in connection with any registration statement or other placement process under the laws that govern financial instruments in the United States, United Kingdom or other relevant laws.

It is important for you to provide us all relevant information regarding the grades, in order for them to continue being appropriate. The grades could increase, decrease, dismissed, or placed for observation due to changes, additions and clarifications of the information and/or because of unsuitable information, as well as for any other reason that Fitch deems necessary.

No part of this letter is intended or should be interpreted as the creation of a fiduciary relationship between Fitch and the entity or any other user of the grades. Nothing in this letter shall limit Fitch’s rights to publish, distribute or allow a third party to publish and distribute the grades and/or its fundamentals.

In this letter “Fitch” means Fitch, Inc., and Fitch Rating, Ltd., as well as any other subsidiary of them jointly with any successor in interest therein.

Sincerely,

(Signature)	(Signature)
Sergio Rodriguez Garza	Alberto de Los Santos Davila
Senior Director	Associate Director

Mexican National Banking and Securities Commission

Rafael Colado Ibarreche

Deputy General Manager of Market Supervision

3/5

Annex I - Grade Fundamentals

The grade of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (OMA) reflects a good market position having the concessions to operate, maintain and develop 13 airports in the north zone of Mexico, including the fourth most important airport of Mexico in terms of passengers (Airport of Monterrey). Additionally, incorporates an increase in the diversification of revenues, a stable operative development, good behavior in the aeronautical industry, an adequate financial profile, and the generation of an average negative free cash flow during the last years. It is expected that the use of resources coming from the placement of the long-term stock exchange certificates is intended to be used in capital investments committed to the Development Master Program (DMP) and in strategic investments, as well as to the payment of the short-term debt. The issuance of the long-term Stock Exchange Certificates will have the guarantee of the following airports: ACA, CJS, CUL, CUU, MZT, MTY, TAM, TRC, ZIH.

The grade reflects stability in the operative margins, 68% of total revenues are regulated, a net debt level to EBITDA of 1.0 times(x), as well as stability in the payment of dividends attached to its current policy that has allowed an annual payment of MXN500 million pesos. With the foregoing placement, Fitch considers that the company will simplify its capital structure and extend its maturity profile refinancing approximately 26% of the current debt and expects an total debt index to EBITDA in a range of 2.0x to 2.5x at the closing of 2013.

KEY FACTORS OF THE GRADE

Regulated Income provide Stability

Aeronautical revenues represented 68.8% of OMA’s total income in the closing of 2012, mainly as a result of the Airport Tax (TUA). The aeronautical revenues of the 13 airports are regulated by the applicable “maximum tariff” system, established by the Department of Communications and Transports (SCT), which is based in a five-year plan. This plan named Development Master Program (DMP), provides certainty to cash flow and to aeronautical investments, which are based on certain growth assumptions, demand and development of airports with a concession. Additionally, the DMP may be subject to modifications, which need authorization by the SCT in the event of an important variation in these assumptions.

Due to the air traffic pattern, OMA has a concentration of passengers, revenues and EBITDA in 5 of its 13 airports, which jointly represented 75.4% of the total passengers and 75.5% of its aeronautical and non-aeronautical revenues to the closing of 2012. The most important airport of the company is the International Airport of Monterrey, which contributed with 48% of total passengers and 47% of total aeronautical and non-aeronautical revenues in 2012. Due that three of its airports are located in tourist destinations, revenues are less affected by seasonality in comparison to other airport groups.

OMA is exposed to uncontrollable risk factors that affects it directly decreasing passenger traffic, and as a consequence, the operational generation due to the high percentage of fixed costs. Among the risk factors are, economic slowdown, natural disasters, closing of operations of airlines, volatility in fuel prices, terrorist attacks, competition from other tourist destinations, and security perceptions.

Growth in Non-Aeronautical Revenues

4/5

Fitch expects that non-aeronautical revenues approach 30% of the total income in the medium-term (excluding construction revenues), which contributed with 24% of the total income during 2012. This should allow the company to increase its diversification on revenues. The Hotel NH on Terminal 2 of the International Airport of Mexico City has a good performance in terms of occupation, revenues and EBITDA since the beginning of its operation in 2010. OMA continues to increase its non-aeronautical revenues with the development of stores, restaurants, commercial areas, and commercial and real estate developments owned by the company, located mainly around its aerodromes.

OMA’s grade regardless of its Shareholders

The grade considers that the capital structure of OMA will not be influenced by its controlling shareholders and sees its creditworthiness independently to theirs. To take certain type of decisions, OMA requires that its controlling shareholder Servicios de Tecnologia Aeroportuaria, S.A. de C.V. (SETA) achieves a super-majority vote, were at least one member of the board of the minority shareholders Aéroports de Paris Management (ADPM) votes in favor of the same decision as the controlling shareholder SETA. Empresas ICA, S.A.B. de C.V. (ICA) through Aeroinvest has the 74.5% of the shares of SETA.

Healthy Financial Profile, Negative Free Cash Flow by Investments

During 2012, OMA generated positive free cash flow of MXN577 million pesos. From 2008 to 2011, the company generated a negative free cash flow mainly due to a high level of investments made in the DMP and in the strategic investments that were financed partially with debt. During 2012, the terminal building capacity was increased, expansion and remodeling in Culiacan, expansion in Terminal C in Monterrey, acquisition of land in Monterrey, platform expansion and rehabilitation of pavement in Ciudad Juarez, solar power generation project in Zacatecas, among others.

OMA did not have debt and now has increased its historical leverage level. During the last 3 years, the total debt index to EBITDA has been increased to 1.6 times (x) from 1.2x; however, the net debt index to EBITDA has remained below 1.0x at this same time. Fitch expects that this net debt index to EBITDA will continue at this level in the medium-term.

SENSITIVITY OF THE GRADE:

Factors that may, individually or jointly, lead to negative actions to grades, which include a sustained deterioration in profitability and in the main financial indexes of the company, or a continuous increase in the leverage level. In the other hand, a consistent positive free cash flow generation and a sustained strengthening of the main financial and credit indexes of OMA, are favorable factors for its creditworthiness.

5/5

Annex 5.     Financial Statements

The financial statements of the Issuer are incorporated by reference to the annual report of 2011 and to the quarterly report corresponding to the fourth quarter of 2012, provided to the CNBV and the BMV on April 30, 2012 and February 19, 2013 respectively, which may be reviewed in the website of the CNBV and BMV at: www.cnbv.gob.mx and www.bmv.com.mx.

41

EX-12.1

EXHIBIT 12.1

Certification

I, José Luis Guerrero Cortés, certify that:

1.I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 25, 2014

By:	/s/ José Luis Guerrero Cortés
	José Luis Guerrero Cortés
	Chief Financial Officer

EX-12.2

EXHIBIT 12.2

Certification

I, Porfirio González Álvarez, certify that:

1.I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 25, 2014

By:	/s/ Porfirio González Álvarez
	Porfirio González Álvarez
	Chief Executive Officer

EX-13.1

EXHIBIT 13.1

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (the “Company”), does hereby certify to such officer’s knowledge that:

The annual report on Form 20-F for the year ended December 31, 2013 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 25, 2014	By: /s/ Porfirio González Álvarez
	Name: Porfirio González Álvarez
	Title: Chief Executive Officer
Dated: April 25, 2014	By: /s/ José Luis Guerrero Cortés
	Name: José Luis Guerrero Cortés
	Title: Chief Financial Officer