##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 20-F
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 Commission file number: 001-11080
 Empresas ICA, S.A.B. de C.V.
  The ICA Corporation
(Translation of registrants name into English)
    
    United Mexican States
(Jurisdiction of incorporation or organization)
 Blvd. Manuel Avila Camacho 36
Col. Lomas de Chapultepec
Del. Miguel Hidalgo
11000 Mexico City
Mexico
 Alonso Quintana
Blvd. Manuel Avila Camacho 36
Col. Lomas de Chapultepec
Del. Miguel Hidalgo
11000 Mexico City
Mexico
(5255) 5272 9991 x 3653
alonso.quintana@ica.com.mx
  Title of each class:
    
    Name of each exchange on which registeredOrdinary Shares 
Ordinary Participation Certificates, or CPOs, each 
representing one Ordinary Share 
American Depositary Shares, or ADSs, evidenced by 
American Depositary Receipts, each representing four 
CPOs
    
    New York Stock Exchange, Inc.*
New York Stock Exchange, Inc.*
New York Stock Exchange, Inc.
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares,
pursuant to the requirements of the Securities and Exchange Commission. None
 N/A
 641,882,586 Ordinary
Shares
 Yes þ No o
 Yes o No þ
  Yes þ No o
 Yes o No þ
  Large accelerated filerþ
    
    Accelerated filero
    
    Non-accelerated filero
  U.S. GAAP o IFRS o Other þ
  Item 17 o Item 18 þ
 Yes o No þ




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##### 



TABLE OF CONTENTS
 PageItem 1. Identity of Directors, Senior Management and Advisors
    
    
    3Item 2. Offer Statistics and Expected Timetable
    
    
    3Item 3. Key Information
    
    
    3A. Selected Financial Data
    
    
    3B. Risk Factors
    
    
    10C. Forward-Looking Statements
    
    
    24Item 4. Information on the Company
    
    
    25A. History and Development of the Company
    
    
    25B. Business Overview
    
    
    27C. Organizational Structure
    
    
    46D. Property, Plant and Equipment
    
    
    46Item 4A. Unresolved Staff Comments
    
    
    46Item 5. Operating and Financial Review and Prospects
    
    
    46A. Operating Results
    
    
    49B. Liquidity and Capital Resources
    
    
    70C. Trend Information
    
    
    81D. Off-Balance Sheet Arrangements
    
    
    81E. Tabular Disclosure of Contractual Obligations
    
    
    81Item 6. Directors, Senior Management and Employees
    
    
    82A. Directors and Senior Management
    
    
    82B. Compensation
    
    
    87C. Board Practices
    
    
    88D. Employees
    
    
    90E. Share Ownership
    
    
    90Item 7. Major Shareholders and Related Party Transactions
    
    
    90A. Major Shareholders
    
    
    90B. Related Party Transactions
    
    
    91Item 8. Financial Information
    
    
    92A. Legal and Administrative Proceedings
    
    
    92B. Dividends
    
    
    95C. Significant Changes
    
    
    95Item 9. The Offer and Listing
    
    
    95A. Trading
    
    
    95Item 10. Additional Information
    
    
    97A. Memorandum and Articles of Incorporation
    
    
    97B. Exchange Controls
    
    
    103C. Taxation
    
    
    103D. Documents On Display
    
    
    106Item 11. Quantitative and Qualitative Disclosures about Market Risk
    
    
    106Item 12. Description of Securities Other than Equity Securities
    
    
    108Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    108Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    109Item 15. Controls and Procedures
    
    
    109Item 16. [Reserved]
    
    
    111Item 16A. Audit Committee Financial Expert
    
    
    111Item 16B. Code of Ethics
    
    
    111Item 16C. Principal Accountant Fees and Services
    
    
    111Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    112Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    112Item 16F. Changes in Registrants Certifying Accountant
    
    
    112Item 16G. Corporate Governance
    
    
    112Item 17. Financial Statements
    
    
    116Item 18. Financial Statements
    
    
    116Item 19. Exhibits
    
    
    116Index to Empresas ICA, S.A.B. de C.V. and Subsidiaries Consolidated Financial Statements
    
    
    F-1Index to Red de Carreteras de Occidente, S.A.P.I.B. de C.V. Financial Statements
    
    
    G-1EX-4.9EX-8.1EX-11.1EX-12.1EX-12.2EX-13.1
  2




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##### Table of Contents



PART I
 Introduction
 sociedad anonima bursatil de capital
variable
 
 Item 1. Identity of Directors, Senior Management and Advisors
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 
 A. SELECTED FINANCIAL DATA
 (Norma de Informacion Financiera)
      3




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Adoption of International Financial Reporting Standards
    Cessation of Inflation Accounting under MFRS
 Recognition of the Effects of Inflation on Financial
Information Foreign Currency
Transactions and Translation of Financial Statements of Foreign Operations
 Effects of Inflation
  Effects of Inflation Accounting on U.S. GAAP Reconciliation
  4




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Other Significant Changes to MFRS in 2010
 Service Concession Agreements Construction
and Manufacturing Contracts for Certain Capital Assets Supplemental
Standards Service Concession Arrangements
 Cash and Cash Equivalents Accounting Changes and Corrections Statement of Cash
Flows Business Acquisitions Property, Plant and Equipment Investment
In Associated Companies and Other Permanent Investments Related Parties
 Financial Data
  2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Millions ofU.S. dollars)(1)
    
    
    (Thousands of Mexican pesos, except per share, per ADS and inflation data)Income Statement Data:MFRS:Total revenues
    
    U.S.$
    2,824
    
    
    Ps.
    34,965,264
    
    
    Ps.
    30,871,362
    
    
    Ps.
    22,751,022
    
    
    Ps.
    18,145,502
    
    
    Ps.
    18,584,221Gross profit
    
    
    405
    
    
    
    5,013,815
    
    
    
    4,544,343
    
    
    
    3,877,748
    
    
    
    3,090,758
    
    
    
    2,833,186Selling, general and
administrative expense
    
    
    202
    
    
    
    2,502,524
    
    
    
    2,098,924
    
    
    
    2,091,648
    
    
    
    1,800,191
    
    
    
    1,400,666Operating income
    
    
    203
    
    
    
    2,511,291
    
    
    
    2,445,419
    
    
    
    1,786,100
    
    
    
    1,290,567
    
    
    
    1,432,519Other expense (income), net(2)
    
    
    13
    
    
    
    163,723
    
    
    
    (687,423
    )
    
    
    (95,265
    )
    
    
    (36,207
    )
    
    
    18,873Financing cost, net
    
    
    77
    
    
    
    958,964
    
    
    
    767,454
    
    
    
    540,957
    
    
    
    451,827
    
    
    
    208,108Income tax expense(3)
    
    
    22
    
    
    
    264,469
    
    
    
    1,367,500
    
    
    
    302,026
    
    
    
    1,883,470
    
    
    
    337,641Share in (income) loss of
affiliated companies
    
    
    (6
    )
    
    
    (79,432
    )
    
    
    114,256
    
    
    
    432,607
    
    
    
    (10,828
    )
    
    
    (22,438
    )Consolidated net income (loss)
    
    
    97
    
    
    
    1,203,567
    
    
    
    883,632
    
    
    
    605,775
    
    
    
    (997,695
    )
    
    
    890,336Net income (loss) of
noncontrolling interest
    
    
    24
    
    
    
    294,748
    
    
    
    288,299
    
    
    
    211,670
    
    
    
    (79,069
    )
    
    
    209,471Net income (loss) of
controlling interest
    
    
    73
    
    
    
    908,819
    
    
    
    595,333
    
    
    
    394,105
    
    
    
    (918,626
    )
    
    
    680,864Basic and diluted earnings
(loss) per share of
controlling interest(4)
    
    
    0.11
    
    
    
    1.40
    
    
    
    1.05
    
    
    
    0.79
    
    
    
    (2.13
    )
    
    
    1.68Basic and diluted earnings
(loss) per ADS of controlling
interest(4)
    
    
    0.45
    
    
    
    5.61
    
    
    
    4.21
    
    
    
    3.17
    
    
    
    (8.50
    )
    
    
    6.74Weighted average shares
outstanding (000s):Basic and diluted(4)
    
    
    
    
    
    
    648,183
    
    
    
    565,644
    
    
    
    497,263
    
    
    
    432,198
    
    
    
    404,182U.S. GAAP:Total revenues
    
    
    2,269
    
    
    
    28,092,039
    
    
    
    24,632,462
    
    
    
    19,026,389
    
    
    
    17,571,289
    
    
    
    18,064,385Operating income(5)
    
    
    201
    
    
    
    2,491,252
    
    
    
    2,105,396
    
    
    
    1,759,786
    
    
    
    1,210,296
    
    
    
    1,467,234Consolidated net income (loss)
    
    
    124
    
    
    
    1,531,251
    
    
    
    405,007
    
    
    
    (1,306,658
    )
    
    
    (1,205,283
    )
    
    
    644,280Net income (loss) of
noncontrolling interest
    
    
    24
    
    
    
    292,806
    
    
    
    294,280
    
    
    
    (228,707
    )
    
    
    (204,695
    )
    
    
    160,090Net income (loss)
attributable to ICA
    
    
    100
    
    
    
    1,238,445
    
    
    
    110,727
    
    
    
    (1,077,951
    )
    
    
    (1,000,588
    )
    
    
    484,190Basic earnings (loss) per
share from net income of
controlling interest
    
    
    0.15
    
    
    
    1.91
    
    
    
    0.20
    
    
    
    (2.17
    )
    
    
    (2.32
    )
    
    
    1.20Basic earnings (loss) per ADS
from net income of
controlling interest(4)
    
    
    0.62
    
    
    
    7.64
    
    
    
    0.80
    
    
    
    (8.67
    )
    
    
    (9.26
    )
    
    
    4.79Diluted earnings (loss) per
share from net income of
controlling interest
    
    
    0.15
    
    
    
    1.91
    
    
    
    0.20
    
    
    
    (2.17
    )
    
    
    (2.31
    )
    
    
    1.20Diluted earnings (loss) per
ADS from net income of
controlling interest (4)
    
    
    0.62
    
    
    
    7.64
    
    
    
    0.80
    
    
    
    (8.67
    )
    
    
    (9.25
    )
    
    
    4.79
 5




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2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Millions ofU.S. dollars)(1)
    
    
    (Thousands of Mexican pesos, except per share, per ADS and inflation data)Weighted average shares
outstanding (000s):Basic(4)
    
    
    648,183
    
    
    
    648,183
    
    
    
    565,644
    
    
    
    497,263
    
    
    
    432,198
    
    
    
    404,182Diluted(4)
    
    
    648,187
    
    
    
    648,187
    
    
    
    565,691
    
    
    
    497,598
    
    
    
    432,849
    
    
    
    404,997Balance Sheet Data:MFRS:Total assets
    
    U.S.$
    6,056
    
    
    Ps.
    74,988,459
    
    
    Ps.
    64,745,305
    
    
    Ps.
    49,532,108
    
    
    Ps.
    33,945,802
    
    
    Ps.
    35,918,396Long-term debt(6)
    
    
    2,130
    
    
    
    26,369,617
    
    
    
    18,795,449
    
    
    
    13,924,518
    
    
    
    5,990,094
    
    
    
    7,582,276Capital stock and additional
paid-in capital
    
    
    1,295
    
    
    
    16,036,332
    
    
    
    15,950,988
    
    
    
    12,956,267
    
    
    
    13,772,959
    
    
    
    7,889,373Total stockholders equity
    
    
    1,742
    
    
    
    21,574,120
    
    
    
    20,766,059
    
    
    
    17,433,074
    
    
    
    18,205,722
    
    
    
    14,161,400U.S. GAAP:Total assets
    
    
    5,516
    
    
    
    68,305,311
    
    
    
    59,432,236
    
    
    
    44,511,933
    
    
    
    34,446,645
    
    
    
    34,738,561Long-term debt(6)
    
    
    1,937
    
    
    
    23,987,037
    
    
    
    17,508,404
    
    
    
    13,469,371
    
    
    
    5,990,094
    
    
    
    7,546,634Capital stock(7)
    
    
    1,295
    
    
    
    16,036,332
    
    
    
    16,064,939
    
    
    
    18,486,005
    
    
    
    17,778,322
    
    
    
    17,059,623Total equity(7)
    
    
    1,591
    
    
    
    19,702,186
    
    
    
    18,603,729
    
    
    
    14,926,722
    
    
    
    17,402,380
    
    
    
    12,987,360Other Data:MFRS:Capital expenditures
    
    
    316
    
    
    
    3,908,376
    
    
    
    3,616,932
    
    
    
    7,437,163
    
    
    
    5,354,396
    
    
    
    1,090,406Depreciation and amortization
    
    
    133
    
    
    
    1,649,836
    
    
    
    1,273,307
    
    
    
    919,615
    
    
    
    666,101
    
    
    
    819,950Inflation Data:Change in consumer price index
    
    
    
    
    
    
    4.40
    
    
    
    3.57
    
    
    
    6.52
    
    
    
    3.75
    
    
    
    4.05Restatement factor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.24
    
    
    
    4.49
 
 (1)
    
    Except share, per share, per ADS and inflation data. Amounts stated in U.S. dollars as of
and for the year ended December 31, 2010 have been translated at a rate of Ps.12.38 to
U.S.$1.00 using the Federal Reserve Bank of New York noon buying rate on December 31, 2010.
See Exchange Rates.(2)
    
    Includes for 2010 principally losses on sales of equipment of
Ps.70.7 million, a provision for
the restructuring of Rodio Kronsa of Ps.64.8 million and Ps.29.4 million of statutory employee
profit sharing expense. Includes for 2009 principally the reversal of an impairment on long
lived assets of Ps.681 million. Includes for 2008 principally gains on sales of equipment of
Ps.10.6 million and a gain on contract settlement of Ps.40.5 million. Includes for 2007 Ps.68
million for the reversal of an uncollectible account receivable from the sale of an
investment, Ps.20 million of statutory employee profit sharing expense and Ps.2 million of
other expense related to value-added tax reversals net of gains on sales of investments. For
2006, includes Ps.37 million from reversals of taxes for unconsolidated entities, Ps.12
million of gains on sales of investments and Ps.11 million of other income, offset by Ps.147
million of statutory employee profit sharing expense.(3)
    
    In 2009, the Mexican Tax Authorities issued reforms to the Mexican Income Tax Law, which
became effective on January 1, 2010. As a result of the enactment of these reforms, in 2009 we
recognized tax liabilities of Ps.2,791 million, a deferred tax asset of Ps.1,615 million, a
charge to results of Ps.332 million and a charge to accumulated results of Ps.844 million.
During 2010, the Mexican Tax Authorities issued certain modifications to the original reforms
establishing, among other things, that previously recognized obligations measured based on
income tax equity accounts will become payable only upon the occurrence of certain triggering
events. As a result of these modifications to the reform, we determined that a portion of the
liability recognized in 2009 of Ps.844 million no longer required recognition. This liability
was initially recognized in 2009 through retained earnings, as required by INIF 18. However,
in 2010, reversal of the liability was recognized through results, as permitted by MFRS.
During 2007, income tax expense includes the effect of a new business flat tax in Mexico. See
Note 1 and Note 20 to our consolidated financial statements.(4)
    
    Basic earnings (loss) per share and per ADS are based on the weighted average number of
shares outstanding during each period and are calculated assuming a ratio of four shares per
ADS. Diluted earnings (loss) per share and per ADS are calculated by giving effect to all
potentially dilutive common shares outstanding during the period. See Note 29 to our
consolidated financial statements.(5)
    
    There are differences between MFRS and U.S. GAAP related to the classification of certain
expenses recorded under other expenses (income) such as statutory employee profit sharing,
the reversal of value-added taxes and gains and losses on sales of investments, as well as
gains and losses on sale of equipment. Under MFRS, these expenses or income are treated as
non-operating expenses or income and are not deducted or added back in calculating operating
income, whereas under U.S. GAAP these amounts are treated as operating expenses and are
deducted or added back in calculating operating income. Such amounts for 2010, 2009, 2008,
2007 and 2006 totaled Ps.164.9 million, Ps.12 million, Ps.(25) million, Ps.22 million and
Ps.12 million, respectively. See Note 29 to our consolidated financial statements. 6




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(6)
    
    Excluding current portion of long-term debt.(7)
    
    From time to time, the stockholders of the Company approve the reclassification of
accumulated losses (as well as a portion of the insufficiency from restatement of capital
related to inflationary effects in prior years) against common stock. Such applications of
losses against common stock are not appropriate under U.S. GAAP. Such difference between MFRS
and U.S. GAAP does not affect total equity under U.S. GAAP, but rather reclassifies amounts
among equity which are affected by such applications, including retained earnings, cumulative
other comprehensive income, common stock, additional paid-in capital and the reserve for the
repurchase of shares. See Note 29 to our consolidated financial statements.  Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Millions of U.S.dollars)(1)
    
    (Thousands of Mexican pesos)Reconciliation of consolidated net income (loss):Consolidated net income (loss) reported under MFRS
    
    U.S.$
    97
    
    
    Ps.
    1,203,567
    
    
    Ps.
    883,632
    
    
    Ps.
    605,775
    
    
    Ps.
    (997,695
    )
    
    Ps.
    890,336U.S. GAAP adjustments for:Concession effect (IFRIC 12)
    
    
    16
    
    
    
    198,486
    
    
    
    (237,767
    )
    
    
    (301,862
    )
    
    
    (64,070
    )
    
    
    (44,092
    )Bulletin B-15 effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,160
    )Reversal of changes in income tax law recorded in equity
    
    
    
    
    
    
    
    
    
    
    (844,076
    )
    
    
    
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (8
    )
    
    
    (92,726
    )
    
    
    427,599
    
    
    
    105,403
    
    
    
    (161,351
    )
    
    
    (99,370
    )Deferred statutory employee profit sharing
    
    
    (1
    )
    
    
    (15,945
    )
    
    
    
    
    
    
    
    
    
    
    3,441
    
    
    
    (133,687
    )Capitalization of financing costs
    
    
    (1
    )
    
    
    (12,019
    )
    
    
    8,870
    
    
    
    (54,770
    )
    
    
    6,412
    
    
    
    3,173Restatement for inflation on foreign sourced fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,751
    )Accrual for severance payments
    
    
    9
    
    
    
    109,120
    
    
    
    26,920
    
    
    
    70,395
    
    
    
    (16,452
    )
    
    
    11,426Compensation cost on stock option plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,483
    )Impairment reversal
    
    
    2
    
    
    
    24,138
    
    
    
    (673,451
    )
    
    
    7,531
    
    
    
    7,415
    
    
    
    7,978Reversal of compensation cost recognized in MFRS upon exercise of option
    
    
    
    
    
    
    1,138
    
    
    
    93
    
    
    
    6,550
    
    
    
    19,150
    
    
    
    19,910Amortization of intangible resulting from purchase method applied to acquisition of
noncontrolling interest
    
    
    
    
    
    
    (5,681
    )
    
    
    (5,681
    )
    
    
    (5,682
    )
    
    
    (2,133
    )
    
    
    Investment in associated companies (cost method)
    
    
    
    
    
    
    
    
    
    
    (16,446
    )
    
    
    (9,671
    )
    
    
    
    
    
    
    Valuation of derivative financial instruments
    
    
    1
    
    
    
    11,011
    
    
    
    10,752
    
    
    
    
    
    
    
    
    
    
    
    Reversal of
deferred gain (loss)  or amortization of deferred loss on derivative
financial instruments
    
    
    7
    
    
    
    87,411
    
    
    
    824,562
    
    
    
    (1,730,327
    )
    
    
    
    
    
    
    Debt issuance cost
    
    
    2
    
    
    
    22,751
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidated
net income (loss) under U.S. GAAP
    
    U.S.$
    124
    
    
    Ps.
    1,531,251
    
    
    Ps.
    405,007
    
    
    Ps.
    (1,306,658
    )
    
    Ps.
    (1,205,283
    )
    
    Ps.
    644,280Net income (loss) attributable to the noncontrolling interest
    
    U.S.$
    24
    
    
    Ps.
    292,806
    
    
    Ps.
    294,280
    
    
    Ps.
    (228,707
    )
    
    Ps.
    (204,695
    )
    
    Ps.
    160,090Net income (loss) attributable to ICA
    
    U.S.$
    100
    
    
    Ps.
    1,238,445
    
    
    Ps.
    110,727
    
    
    Ps.
    (1,077,951
    )
    
    Ps.
    (1,000,588
    )
    
    Ps.
    484,190Reconciliation of equityTotal equity reported under MFRS
    
    U.S.$
    1,742
    
    
    Ps.
    21,574,120
    
    
    Ps.
    20,766,059
    
    
    Ps.
    17,433,074
    
    
    Ps.
    18,205,722
    
    
    Ps.
    14,161,400Concession effect (IFRIC 12)
    
    
    (37
    )
    
    
    (463,813
    )
    
    
    (662,299
    )
    
    
    (424,532
    )
    
    
    (122,670
    )
    
    
    (58,600
    )Bulletin B-15 effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,110
    )U.S. GAAP adjustments for:Effect on retained earnings from:Deferred income taxes
    
    
    (161
    )
    
    
    (1,998,063
    )
    
    
    (1,905,337
    )
    
    
    (2,332,935
    )
    
    
    (2,438,338
    )
    
    
    (2,276,987
    )Deferred statutory employee profit sharing
    
    
    (31
    )
    
    
    (387,749
    )
    
    
    (371,804
    )
    
    
    (371,804
    )
    
    
    (371,804
    )
    
    
    (375,245
    )Restatement for inflation on foreign sourced fixed assets
    
    
    (19
    )
    
    
    (240,830
    )
    
    
    (240,830
    )
    
    
    (240,830
    )
    
    
    (240,830
    )
    
    
    (240,830
    )Capitalization of financing costs
    
    
    (8
    )
    
    
    (103,887
    )
    
    
    (91,868
    )
    
    
    (100,738
    )
    
    
    (45,968
    )
    
    
    (52,380
    )Accrual for severance payments
    
    
    10
    
    
    
    118,108
    
    
    
    8,988
    
    
    
    (17,932
    )
    
    
    (88,327
    )
    
    
    (71,875
    )Gain on sale of foreign subsidiaries
    
    
    22
    
    
    
    270,715
    
    
    
    270,715
    
    
    
    270,715
    
    
    
    270,715
    
    
    
    270,715Reversal of compensation cost recognized in MFRS upon exercise of option
    
    
    4
    
    
    
    51,087
    
    
    
    49,949
    
    
    
    49,856
    
    
    
    43,307
    
    
    
    24,157Reversal of acquisition cost (gain) of noncontrolling interest
    
    
    40
    
    
    
    501,464
    
    
    
    501,464
    
    
    
    501,464
    
    
    
    530,891
    
    
    
    Amortization of intangible resulting from purchase method applied to acquisition
of noncontrolling interest
    
    
    (2
    )
    
    
    (19,177
    )
    
    
    (13,495
    )
    
    
    (7,815
    )
    
    
    (2,133
    )
    
    
    
 7




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##### Table of Contents



Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Millions of U.S.dollars)(1)
    
    (Thousands of Mexican pesos)Reversal of additional paid-in capital recognized in MFRS upon exercise of option
    
    
    (4
    )
    
    
    (51,087
    )
    
    
    (49,949
    )
    
    
    (49,856
    )
    
    
    (43,307
    )
    
    
    (24,157
    )Impairment reversal
    
    
    (66
    )
    
    
    (819,624
    )
    
    
    (843,762
    )
    
    
    (170,311
    )
    
    
    (177,842
    )
    
    
    (185,257
    )Investment in associated companies (cost method)
    
    
    (2
    )
    
    
    (26,117
    )
    
    
    (26,117
    )
    
    
    (9,671
    )
    
    
    
    
    
    
    Debt issuance cost
    
    
    2
    
    
    
    22,751
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reversal of deferred loss on derivative financial instruments
    
    
    (66
    )
    
    
    (818,354
    )
    
    
    (905,765
    )
    
    
    (1,730,327
    )
    
    
    
    
    
    
    Valuation of derivative financial instruments
    
    
    11
    
    
    
    131,273
    
    
    
    27,715
    
    
    
    
    
    
    
    
    
    
    
    Reclassification of redeemable noncontrolling interest to temporary equity
    
    
    (12
    )
    
    
    (154,831
    )
    
    
    (129,895
    )
    
    
    (144,040
    )
    
    
    (162,542
    )
    
    
    (163,971
    )Valuation of redeemable noncontrolling interest to redemption price
    
    
    (2
    )
    
    
    (15,676
    )
    
    
    (26,787
    )
    
    
    
    
    
    
    
    
    
    
    Effect on insufficiency from restatement of capital and accumulated other
comprehensive income related to:Deferred income taxes
    
    
    181
    
    
    
    2,235,643
    
    
    
    2,235,643
    
    
    
    2,235,643
    
    
    
    2,235,643
    
    
    
    2,233,892Deferred statutory employee profit sharing
    
    
    7
    
    
    
    84,820
    
    
    
    84,820
    
    
    
    84,820
    
    
    
    84,820
    
    
    
    84,820Restatement for inflation on foreign sourced fixed assets
    
    
    18
    
    
    
    227,554
    
    
    
    227,554
    
    
    
    227,554
    
    
    
    227,554
    
    
    
    227,554Gain on sale of foreign subsidiaries
    
    
    (22
    )
    
    
    (270,715
    )
    
    
    (270,715
    )
    
    
    (270,715
    )
    
    
    (270,715
    )
    
    
    (270,715
    )Adjustment for excess of additional minimum liability related to severance payments
    
    
    
    
    
    
    4,299
    
    
    
    4,299
    
    
    
    4,299
    
    
    
    4,299
    
    
    
    17,267Adjustment for retirement benefits, net of tax
    
    
    (13
    )
    
    
    (149,725
    )
    
    
    (34,854
    )
    
    
    (9,197
    )
    
    
    (236,095
    )
    
    
    (266,318
    )Equity under U.S. GAAP
    
    U.S.$
    1,592
    
    
    Ps.
    19,702,186
    
    
    Ps.
    18,603,729
    
    
    Ps.
    14,926,722
    
    
    Ps.
    17,402,380
    
    
    Ps.
    12,987,360Equity attributable to noncontrolling interest
    
    U.S.$
    257
    
    
    Ps.
    3,187,320
    
    
    Ps.
    3,040,550
    
    
    Ps.
    2,278,659
    
    
    Ps.
    3,278,933
    
    
    Ps.
    3,794,104Equity attributable to ICA
    
    U.S.$
    1,335
    
    
    Ps.
    16,514,866
    
    
    Ps.
    15,563,179
    
    
    Ps.
    12,648,063
    
    
    Ps.
    14,123,447
    
    
    Ps.
    9,193,256
 
 (1)
    
    Amounts stated in U.S. dollars as of and for the year ended December 31, 2010 have been
translated at a rate of Ps.12.38 to U.S.$1.00 using the Federal Reserve Bank of New York noon
buying rate on December 31, 2010. See Exchange Rates. Exchange Rates
  Exchange RateYear Ended December 31,
    
    High
    
    
    Low
    
    
    Period End
    
    
    Average(1)2006
    
    
    11.46
    
    
    
    10.43
    
    
    
    10.80
    
    
    
    10.902007
    
    
    11.27
    
    
    
    10.67
    
    
    
    10.92
    
    
    
    10.932008
    
    
    13.94
    
    
    
    9.92
    
    
    
    13.83
    
    
    
    11.212009
    
    
    15.41
    
    
    
    12.63
    
    
    
    13.06
    
    
    
    13.582010:
    
    
    13.19
    
    
    
    12.16
    
    
    
    12.38
    
    
    
    12.62December
    
    
    12.47
    
    
    
    12.33
    
    
    
    12.38
    
    
    
    12.392011:January
    
    
    12.25
    
    
    
    12.04
    
    
    
    12.15
    
    
    
    12.13February
    
    
    12.18
    
    
    
    11.97
    
    
    
    12.11
    
    
    
    12.06March
    
    
    12.11
    
    
    
    11.92
    
    
    
    11.92
    
    
    
    12.00April
    
    
    11.86
    
    
    
    11.52
    
    
    
    11.52
    
    
    
    11.71May
    
    
    11.77
    
    
    
    11.51
    
    
    
    11.58
    
    
    
    11.65June
(through June 24)
    
    
    11.97
    
    
    
    11.64
    
    
    
    11.88
    
    
    
    11.81
 8




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##### Table of Contents



(1)
    
    Average of month-end rates or daily rates, as applicable. Source
  Bolsa Mexicana de Valores
   9




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##### Table of Contents



B. RISK FACTORS
 Risks Related to Our Operations
 Our performance is tied to Mexican public sector spending on infrastructure facilities.
  The global credit crisis and unfavorable general economic and market conditions of recent
years may negatively affect our liquidity, business and results of operations, and may affect
a portion of our client base, subcontractors and suppliers.
   Competition from foreign and domestic construction companies may adversely affect our results
of operations.
   10




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##### Table of Contents



Our use of the percentage-of-completion method of accounting for construction contracts could
result in a reduction of previously recorded profits.
  Our future revenues will depend on our ability to finance and bid for infrastructure projects.
  We have faced, and may continue to face, liquidity constraints.
   We may have difficulty raising additional capital in the future on favorable terms, or at all,
which could impair our ability to operate our business or achieve our growth objectives.
  11




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##### Table of Contents



Under our construction contracts, we are increasingly required to assume the risk of inflation,
increases in the cost of raw materials and errors in contract specifications, which could
jeopardize our profits and liquidity.
    Our participation in projects outside Mexico involves greater risks than those typically faced
in Mexican projects and could jeopardize our profits.
   Our hedging contracts may not effectively protect us from financial market risks and may
negatively affect our cash flow.
  12




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##### Table of Contents



A substantial percentage of our cash and cash equivalents are held through less-than-wholly
owned subsidiaries or joint ventures, or in reserves, that restrict our access to them.
   Some of our assets are pledged under financing arrangements.
  13




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##### Table of Contents



We may have difficulty obtaining the letters of credit and performance bonds that we require
in the normal course of our operations.
 Comision Federal de Electricidad
 The nature of our engineering and construction business exposes us to potential liability
claims and contract disputes, which may reduce our profits.
  We have increasingly been required to meet minimum equity requirements, financial ratios or
more stringent experience requirements and obtain transaction ratings in order to bid on large
public infrastructure projects, which could reduce our ability to bid for potential projects.
  14




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##### Table of Contents



The success of our joint ventures depends on the satisfactory performance by our joint venture
partners of their joint venture obligations. The failure of our joint venture partners to
perform their joint venture obligations could impose on us additional financial and
performance obligations that could result in reduced profits or, in some cases, significant
losses for us with respect to the joint venture.
  If we are unable to form teaming arrangements, our ability to compete for and win certain
contracts may be negatively impacted, especially in bids located outside of Mexico.
  Our backlog of construction contracts is not necessarily indicative of our future revenues.
  We face risks related to project performance requirements and completion schedules, which
could jeopardize our profits.
  Our return on our investment in a concession project may not meet the originally estimated
returns.
  15




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##### Table of Contents



Proyecto para Prestacion de Servicios
 Governments may terminate our concessions under various circumstances, some of which are
beyond our control.
   Our failure to recover adequately on claims or change orders against project owners for
payment could have a material adverse effect on us.
  Our continued growth requires us to hire and retain qualified personnel.
  16




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##### Table of Contents



We maintain a workforce based upon current and anticipated workloads. If we do not receive
future contract awards or if these awards are delayed, we may incur significant costs.
  Risks Related to Our Airport Operations
 Our operating income and net income are dependent on our subsidiary GACN, and GACNs revenues
are closely linked to passenger and cargo traffic volumes and the number of air traffic
movements at its airports.
    Terrorist attacks have had a severe impact on the international air travel industry, and
terrorist attacks and other international events have adversely affected our business and may
do so in the future.
  17




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##### Table of Contents



Increases in fuel prices could adversely affect GACNs business and results from operations.
  GACN provides a public service regulated by the Mexican government and its flexibility in
managing its aeronautical activities is limited by the regulatory environment in which it
operates.
  We cannot predict how the regulations governing our Airports segment will be applied.
 Ley de Aeropuertos
 18




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##### Table of Contents



Comision Federal de Competencia
 The Mexican government could grant new or expanded concessions that compete with our airports
and could have an adverse effect on our revenues.
   Our operations depend on certain key airline customers, and the loss of or suspension of
operations of one or more of them could result in a loss of a significant amount of our
revenues.
    Concurso Mercantil th th
   19




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##### Table of Contents



incidente de separacion de bienes
   The operations of GACNs airports may be affected by the actions of third parties, which are
beyond our control.
  Actions by parties purporting to be former owners of land comprising a portion of the Ciudad
Juarez International Airport could cause our concession to operate the airport to be
terminated.
  juicios de amparo recurso de revision
  20




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##### Table of Contents



Risks Related to Mexico and Other Markets in Which We Operate
 Adverse economic conditions in Mexico may adversely affect our financial condition or
results of operations.
     Appreciation or depreciation of the Mexican peso relative to the U.S. dollar, other currency
fluctuations and foreign exchange controls could adversely affect our financial condition and
results of operations.
   21




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##### Table of Contents



Economic and political developments in Mexico could affect Mexican economic policy and
adversely affect us.
    Security risks may negatively affect our business, including our housing division, as well as
our user-number based projects located in regions with increased insecurity.
 Instituto Nacional de la Vivienda para los
Trabajadores
  Developments in other countries could adversely affect the Mexican economy, our business,
financial condition or results of operations and the market value of our securities.
  22




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##### Table of Contents



Corporate disclosure in Mexico may differ from disclosure regularly published by or about
issuers of securities in other countries, including the United States.
    Risks Related to our Securities and our Major Shareholders
 You may not be entitled to participate in future preemptive rights offerings.
    The significant share ownership of our management and members of our Board of Directors, coupled
with their rights under the bylaws, may have an adverse effect on the future market price of our
ADSs and shares.
  23




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##### Table of Contents



Holders of ADSs and CPOs are not entitled to vote.
  
 C. FORWARD-LOOKING STATEMENTS
  
    
    projections of operating revenues, net income (loss), earnings per share, capital
expenditures, dividends, cash flow, capital structure or other financial items or ratios;
    
    statements of our plans, objectives or goals, including those related to
anticipated trends, competition, regulation, government housing policy and rates;
    
    statements about our future performance or economic conditions in Mexico or other
countries in which we operate; and
    
    statements of assumptions underlying such statements.
    24




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##### Table of Contents



Item 4. Information on the Company
 
 A. HISTORY AND DEVELOPMENT OF THE COMPANY
 sociedad anonima bursatil de capital variable
 Camara Mexicana de la
Industria de la Construccion Instituto Nacional de Estadistica, Geografia e
Informatica
    Capital Spending and Divestitures
   Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008(Millions ofU.S. dollars)
    
    
    (Millions of Mexican pesos)Construction:Civil
    
    U.S. $
    69
    
    
    Ps.
    850
    
    
    Ps.
    827
    
    
    Ps.
    964Industrial
    
    
    3
    
    
    
    40
    
    
    
    16
    
    
    
    43Rodio Kronsa
    
    
    3
    
    
    
    38
    
    
    
    95
    
    
    
    59Total
    
    
    75
    
    
    
    928
    
    
    
    938
    
    
    
    1,066Airports
    
    
    51
    
    
    
    626
    
    
    
    943
    
    
    
    2,332Concessions
    
    
    181
    
    
    
    2,239
    
    
    
    1,676
    
    
    
    3,935Housing Development
    
    
    345
    
    
    
    4,278
    
    
    
    2,650
    
    
    
    3,981Corporate and Other
    
    
    1
    
    
    
    14
    
    
    
    30
    
    
    
    38Total
    
    U.S. $
    653
    
    
    Ps.
    8,085
    
    
    Ps.
    6,237
    
    
    Ps.
    11,352
 25




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##### Table of Contents



Public Sector Spending and the Mexican Economy
    26




---



##### Table of Contents



B. BUSINESS OVERVIEW
  
    
    Civil Construction,
    
    Industrial Construction,
    
    Rodio Kronsa,
    
    Concessions,
    
    Airports,
    
    Housing Development, and
    
    Corporate and Other.
   27




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##### Table of Contents



Description of Business Segments
 Construction
  Contracting Practices
     (Ley de Obras Publicas y Servicios Relacionados con las Mismas)
 28




---



##### Table of Contents



Ley de Servicios de Tesoreria de la Federacion) Auditoria Superior de la Federacion)
     Construction Backlog
   As of December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008(Millions ofU.S. dollars)
    
    
    (Millions of Mexican pesos)ConstructionCivil
    
    Ps.
    2,106
    
    
    Ps.
    26,081
    
    
    Ps.
    28,013
    
    
    Ps.
    35,885Industrial
    
    
    683
    
    
    
    8,455
    
    
    
    6,320
    
    
    
    3,075Rodio Kronsa
    
    
    35
    
    
    
    438
    
    
    
    400
    
    
    
    563Total
    
    Ps.
    2,824
    
    
    Ps.
    34,974
    
    
    Ps.
    34,733
    
    
    Ps.
    39,523
  29




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##### Table of Contents



Competition
       30




---



##### Table of Contents



Raw Materials
  Civil Construction
    
    
    the Apulco, Comedero, El Novillo, El Caracol, Cajon de Peña, Tomatlan, Infiernillo,
Chicoasen, El Guineo, El Cobano, Jicalan, Falcon, Huites, Aguamilpa, Caruachi and El
Cajon dams;
    
    the Guadalajara-Colima, Mazatlan-Culiacan, Leon-Lagos-Aguascalientes,
Guadalajara-Tepic, Mexico City-Morelia-Guadalajara, Cuernavaca-Acapulco, Oaxaca-Sola de
Vega and Torreon-Saltillo concessioned highways and the Tehuacan-Oaxaca federal highway;
    
    17 of the 58 existing airports in Mexico and two airports outside Mexico (the
Tocumen Panama international airport in Panama and the Philip S.W. Goldson international
airport in Belize) and Terminal 2 of the Mexico City International Airport;
    
    various hotels and office buildings, including the Maria Isabel Sheraton, Nikko,
Paraiso Radisson Mexico City, Westin Regina Los Cabos and the Torre Mayor, among others;
    
    lines one through nine, A and part of B of the Mexico City metro system; and
    
    the Mexico City sewage system.
  
    
    Line 12 of the Mexico City metro system;
 31




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##### Table of Contents




    
    the La Yesca hydroelectric project;
    
    the Rio de los Remedios-Ecatepec highway; and
    
    the Eastern Discharge Tunnel of the Mexico City valley drainage system.
  Autovia Urbana Sur
 Eastern Discharge Tunnel Comision
Nacional de Aguas Tunel Emisor Oriente
 Line 12 of the Mexico City Metro
 La Yesca
 32




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##### Table of Contents



El Cajon
  Industrial Construction
  Relationship with ICA-Fluor.
  33




---



##### Table of Contents



Typical Projects.
  
    
    the Pemex Cayo Arcas offshore housing platform;
    
    the Pemex Reynosa V plant.
   
    
    the Pemex Tsimin offshore platform in Tampico;
    
    the engineering, procurement and construction management contract for the Boleo
mining project in Baja California Sur;
    
    the Chicontepec II hydrocarbon deposit exploitation works;
    
    the AHMSA Phase II steel mill and plate line expansion;
    
    the four clean fuels low sulfur gasoline projects in Minatitlan, Cadereyta, Madero
and Salina Cruz;
    
    the Minatitlan II refinery;
    
    the Terminal Dos Bocas tank repairs; and
    
    a cryogenic plant at the Poza Rica gas processing complex.
  Rodio Kronsa
   34




---



##### Table of Contents




    
    sounding, drilling and various works for the Almendra dam in Salamanca, Spain, the
Alcantara dam in Caceres, Spain, and the El Atazar Dam in Madrid, Spain;
    
    construction work for the MetroSur subway system in Madrid, Spain;
    
    sounding, drilling and various works for the Hatillo Dam in the Dominican Republic;
    
    the foundations for housing projects in Spain; and
    
    the M-30 freeway burial in Madrid.
  
    
    Porta Firal foundation work on the building to be the headquarters for Iberdrola,
in Barcelona;
    
    Centro Penitenciario Norte/Besos, in Spain; and
    
    Line 12 of the Mexico City metro system;
 Concessions
  Contracting Practices
   35




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##### Table of Contents



Highway, Bridge and Tunnel Concessions
   ConcessionairesNet InvestmentConcession
    
    
    
    
    
    
    
    
    
    
    in ConcessionDate of
    
    
    Term
    
    
    % Ownership of
    
    
    % Ownership of
    
    
    (Millions ofConcession (highway, bridge, and tunnel)
    
    Kilometers
    
    
    Concession
    
    
    (Years)
    
    
    Concessionaire(1)
    
    
    Construction
    
    
    Mexican pesos)(2)Acapulco tunnel(3)(4)
    
    
    2.9
    
    
    
    1994
    
    
    
    40
    
    
    
    100
    
    
    
    100
    
    
    
    1,279Corredor Sur highway (Panama)(3)(4)(5)
    
    
    19.8
    
    
    
    1996
    
    
    
    30
    
    
    
    100
    
    
    
    100
    
    
    
    2,007IrapuatoLa Piedad highway(3)(4)(5)
    
    
    74.32
    
    
    
    2005
    
    
    
    20
    
    
    
    100
    
    
    
    100
    
    
    
    714QueretaroIrapuato highway(3)(4)(5)
    
    
    92.98
    
    
    
    2006
    
    
    
    20
    
    
    
    100
    
    
    
    100
    
    
    
    2,606Nuevo NecaxaTihuatlan Highway(5)
    
    
    85
    
    
    
    2007
    
    
    
    30
    
    
    
    50
    
    
    
    60
    
    
    
    1,805Rio VerdeCiudad Valles Highway(5)
    
    
    113.2
    
    
    
    2007
    
    
    
    20
    
    
    
    100
    
    
    
    100
    
    
    
    2,002RCO first package of tollroads(3)(4)(6)
    
    
    558
    
    
    
    2007
    
    
    
    30
    
    
    
    13.6
    
    
    
    100
    
    
    
    2,531The KantunilCancun Highway(3)(4)(5)
    
    
    241.5
    
    
    
    1990
    
    
    
    30
    
    
    
    100
    
    
    
    100
    
    
    
    2,558The La Piedad Bypass(5)
    
    
    67.5
    
    
    
    2009
    
    
    
    30
    
    
    
    100
    
    
    
    100
    
    
    
    968Mitla-Tehuantepec highway(5)
    
    
    169
    
    
    
    2010
    
    
    
    20
    
    
    
    100
    
    
    
    60
    
    
    
    1Autovia Urbana Sur(6)
    
    
    15.9
    
    
    
    2010
    
    
    
    30
    
    
    
    30
    
    
    
    100
    
    
    
    
 
 (1)
    
    Does not take into account the Mexican federal or local governments non-recoverable grants.
Net investment does not reflect certain development costs or expenses associated with our
negotiations with the Panamanian Ministry of Public Works and certain other costs. See 
Corredor Sur.(2)
    
    Represents each concessionaires investment in the applicable concession, net of depreciation
and revaluation of assets for inflation through 2007, except for RCO, in which it represents
net investment in equity. For a description of the revaluation of assets for inflation through
2007, see Note 3 to our consolidated financial statements.(3)
    
    Concession in operation.(4)
    
    Concession fully consolidated in our financial statements.(5)
    
    Concession proportionally consolidated in our financial statements.(6)
    
    Concession accounted for using the equity method in our financial statements. Acapulco Tunnel.
 36




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##### Table of Contents



Corredor Sur.
 The Irapuato-La Piedad Highway.
 The Queretaro-Irapuato Highway.
 Nuevo Necaxa-Tihuatlan Highway.
 The Rio Verde-Ciudad Valles Highway.
 37




---



##### Table of Contents



The First FARAC Package of Highways (RCO).
  The Kantunil-Cancun Highway (Mayab Consortium).
 The La Piedad Bypass.
 The Mitla-Tehuantepec highway.
 38




---



##### Table of Contents



Autovia Urbana Sur
 Other Long-Term Investments
 ConcessionairesNet InvestmentConcession
    
    
    
    
    
    
    
    
    
    
    in ConcessionDate of
    
    
    Term
    
    
    % Ownership of
    
    
    % Ownership of
    
    
    (Millions ofLong-term contract
    
    Kilometers
    
    
    Concession
    
    
    (Years)
    
    
    Concessionaire
    
    
    Construction
    
    
    Mexican pesos)Rio de los Remedios(1)
    
    
    26
    
    
    
    2008
    
    
    
    5
    
    
    
    50
    
    
    
    50
    
    
    
    0(Renewable)
 
 (1)
    
    Concession fully consolidated in our financial statements. In May 2007, the
contract was amended and restated. Rio de los Remedios  Ecatepec
 Water Distribution and Water Treatment Concessions
  ConcessionairesNet InvestmentConcession
    
    
    
    
    
    
    
    
    
    
    in ConcessionCapacity
    
    
    Date of
    
    
    Term
    
    
    % Ownership of
    
    
    % Ownership of
    
    
    (Millions ofConcession
    
    (m3mm)
    
    
    Concession
    
    
    (Years)
    
    
    Concessionaire(1)
    
    
    Construction
    
    
    Mexican pesos)Ciudad Acuña Water
Treatment Plant(2) (3)
    
    
    0.5
    
    
    
    1998
    
    
    
    22
    
    
    
    100
    
    
    
    100
    
    
    
    307Aqueducto II water supply
system(4)
    
    
    1.5
    
    
    
    2007
    
    
    
    20
    
    
    
    42
    
    
    
    50
    
    
    
    1,142El Realito water supply system(4)
    
    
    1.0
    
    
    
    2009
    
    
    
    25
    
    
    
    51
    
    
    
    51
    
    
    
    6Agua Prieta water treatment
plant(3)
    
    
    8.5
    
    
    
    2009
    
    
    
    20
    
    
    
    50
    
    
    
    50
    
    
    
    1Atotonilco water treatment
plant(5)
    
    
    42
    
    
    
    2010
    
    
    
    25
    
    
    
    10
    
    
    
    25
    
    
    
    
 
 (1)
    
    Does not take into account the Mexican federal or local governments non-recoverable grants.(2)
    
    Concession in operation during 2010.(3)
    
    Concession fully consolidated in our financial statements.(4)
    
    Concession proportionally consolidated in our financial statements. 39




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##### Table of Contents



(5)
    
    Concession accounted for using the equity method in our financial statements. Ciudad Acuña Water Treatment Plant.
 Acueducto II Water Supply.
 El Realito Aqueduct
 Agua Prieta Water Treatment Plant
 Atotonilco Water Treatment Plant .
 40




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##### Table of Contents



PMA Mexico
 Airports
    
    
    Aeroinvest will select two members of GACNs audit committee; and
    
    Aeroinvest and ADPM will jointly select at least one member of GACNs nominations
committee and corporate practices committee.
   
    
    ADPM may require Aeroinvest and certain of its affiliates to purchase a portion of
shares of SETA held by ADPM, which Aeroinvest has agreed to secure through a pledge
(prenda bursatil) approximately 4% of the outstanding capital stock of GACN; and
    
    in the event of the parties inability to resolve definitively a matter to be
decided by the board of directors or shareholders of SETA, Aeroinvest may require ADPM to
sell to Aeroinvest a portion of shares of SETA held by ADPM.
  41




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##### Table of Contents



Year Ended December 31, 2010Revenues PerTerminal
    
    
    
    
    
    
    
    
    
    
    TerminalPassengers
    
    
    Revenues(1)
    
    
    Passenger(2)(Number in
    
    
    
    
    
    
    (Millions ofAirport
    
    millions)
    
    
    %
    
    
    pesos)
    
    
    %
    
    
    (Pesos)Metropolitan area:Monterrey
International Airport
    
    
    5.4
    
    
    
    46.4
    
    
    
    1,109.4
    
    
    
    43.3
    
    
    
    206.2Tourist destinations:Acapulco International
Airport
    
    
    0.7
    
    
    
    6.4
    
    
    
    195.6
    
    
    
    7.6
    
    
    
    265.4Mazatlan
International Airport
    
    
    0.8
    
    
    
    6.5
    
    
    
    214.5
    
    
    
    8.4
    
    
    
    283.7Zihuatanejo
International Airport
    
    
    0.5
    
    
    
    4.3
    
    
    
    115.7
    
    
    
    4.5
    
    
    
    233.1Total tourist
destinations
    
    
    2.0
    
    
    
    17.2
    
    
    
    525.8
    
    
    
    20.5
    
    
    
    264.3Regional cities:Chihuahua
International Airport
    
    
    0.8
    
    
    
    7.1
    
    
    
    179.9
    
    
    
    7.0
    
    
    
    217.2Culiacan
International Airport
    
    
    1.1
    
    
    
    9.1
    
    
    
    206.9
    
    
    
    8.1
    
    
    
    195.2Durango
International Airport
    
    
    0.2
    
    
    
    1.9
    
    
    
    50.4
    
    
    
    2.0
    
    
    
    231.8
 42




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##### Table of Contents



Year Ended December 31, 2010Revenues PerTerminal
    
    
    
    
    
    
    
    
    
    
    TerminalPassengers
    
    
    Revenues(1)
    
    
    Passenger(2)(Number in
    
    
    
    
    
    
    (Millions ofAirport
    
    millions)
    
    
    %
    
    
    pesos)
    
    
    %
    
    
    (Pesos)San Luis Potosi
International Airport
    
    
    0.2
    
    
    
    1.9
    
    
    
    60.3
    
    
    
    2.4
    
    
    
    270.4Tampico
International Airport
    
    
    0.5
    
    
    
    3.9
    
    
    
    90.4
    
    
    
    3.5
    
    
    
    200.4Torreon
International Airport
    
    
    0.3
    
    
    
    2.9
    
    
    
    69.5
    
    
    
    2.7
    
    
    
    205.5Zacatecas
International Airport
    
    
    0.3
    
    
    
    2.3
    
    
    
    83.4
    
    
    
    3.3
    
    
    
    310.5Total regional
destinations
    
    
    3.4
    
    
    
    29.2
    
    
    
    740.6
    
    
    
    28.9
    
    
    
    218.8Border cities:Ciudad Juarez
International Airport
    
    
    0.6
    
    
    
    5.5
    
    
    
    138.1
    
    
    
    5.4
    
    
    
    217.8Reynosa
International Airport
    
    
    0.2
    
    
    
    1.7
    
    
    
    45.5
    
    
    
    1.8
    
    
    
    229.9Total border
city destinations
    
    
    0.8
    
    
    
    7.2
    
    
    
    183.6
    
    
    
    7.2
    
    
    
    220.7TOTAL:
    
    
    11.6
    
    
    
    100.0
    
    
    
    2,559.5
    
    
    
    100.0
    
    
    
    220.9
 
 (1)
    
    Does not include eliminations of transactions among GACNs subsidiaries.(2)
    
    Revenues per terminal passenger are calculated by dividing the total revenues for each
airport by the number of terminal passengers for each airport. Competition
    Housing Development
    43




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##### Table of Contents



Sociedad Hipotecaria Federal
  Corporate and Other
  Geographical Distribution of Revenues
   Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of
    
    
    
    
    
    
    (Millions of
    
    
    
    
    
    
    (Millions ofMexican
    
    
    (Percent of
    
    
    Mexican
    
    
    (Percent of
    
    
    Mexican
    
    
    (Percent ofPesos)
    
    
    Total)
    
    
    Pesos)
    
    
    Total)
    
    
    Pesos)
    
    
    Total)Mexico
    
    Ps.
    32,307
    
    
    
    92
    %
    
    Ps.
    28,572
    
    
    
    92
    %
    
    Ps.
    20,016
    
    
    
    88
    %Spain
    
    
    1,306
    
    
    
    4
    
    
    
    1,514
    
    
    
    5
    
    
    
    1,680
    
    
    
    7Other Latin
American countries
and the United
States
    
    
    1,494
    
    
    
    4
    
    
    
    838
    
    
    
    3
    
    
    
    1,059
    
    
    
    5Inter-segment
eliminations
    
    
    (142
    )
    
    
    
    
    
    
    (53
    )
    
    
    
    
    
    
    (4
    )
    
    
    0Total
    
    Ps.
    34,965
    
    
    
    100
    %
    
    Ps.
    30,871
    
    
    
    100
    %
    
    Ps.
    22,751
    
    
    
    100
    %
   44




---



##### Table of Contents



Environmental Matters
 (Ley General de Equilibrio Ecologico y Proteccion al Ambiente) (Secretaria de Medio Ambiente y Recursos Naturales)
   Sustainable Development
    45




---



##### Table of Contents



C. ORGANIZATIONAL STRUCTURE
  Ownership
    
    VotingPrincipal
    
    
    
    Interest
    
    Power HeldSubsidiary
    
    Activity
    
    Domicile
    
    (%)
    
    (%)Constructoras ICA, S.A. de C.V.
    
    Construction
    
    Mexico
    
    
    100
    
    
    
    100Controladora de Empresas de Vivienda, S.A. de C.V.
    
    Housing development
    
    Mexico
    
    
    100
    
    
    
    100Controladora de Operaciones de Infraestructura, S.A. de C.V.
    
    Concessions
    
    Mexico
    
    
    100
    
    
    
    100Ingenieros Civiles Asociados, S.A. de C.V.
    
    Heavy urban and specialized construction
    
    Mexico
    
    
    100
    
    
    
    100ICA  Fluor Daniel, S. de R.L. de C.V. (A)
    
    Industrial construction
    
    Mexico
    
    
    51
    
    
    
    51ICA Panama, S.A.
    
    Highway construction concessionaire
    
    Panama
    
    
    100
    
    
    
    100Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.
    
    Airport operations
    
    Mexico
    
    
    59
    
    
    
    59
    (B)Constructora de Proyectos Hidroelectricos, S.A. de C.V. /Constructora
Hidroelectrica La Yesca, S.A. de C.V.
    
    Consortia for the construction of the La Yesca hydroelectric project
    
    Mexico
    
    
    99
    
    
    
    99
 
 (A)
    
    Proportionally consolidated.(B)
    
    Directly and through our interest in SETA. 
 D. PROPERTY, PLANT AND EQUIPMENT
    
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
  Overview
  46




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##### Table of Contents



Adoption of International Financial Reporting Standards
     
    
    Effects of inflation  In conformity with IFRS, the effects of inflation are
recognized when cumulative inflation of the
 47




---



##### Table of Contents



preceding three years is close to or greater
than 100%. Given that the Mexican environment is no longer hyperinflationary since
1999, the effects of inflation recorded from 1999 to 2007 were reversed, except for the
valuation of certain line items under property, plant and equipment, which were valued
using the deemed cost exemption permitted by IFRS 1, First-Time Adoption of
International Financial Reporting Standards.
 
    
    Capitalizable comprehensive financing cost  In accordance with MFRS, we included the
effect of derivative financial instruments directly related to construction contracts
and concessions under capitalizable comprehensive financing cost. Upon the adoption of
the IFRS, these effects are recorded in the statement of income.
 
    
    Amortization of airport concessionsIn conformity with IFRS, the amortization of a
concession is determined by the term of the concession granted to us, which is 50 years.
In accordance with MFRS, the amortization is determined based on the estimated useful
lives of the various components of the concession investment.
 
    
    Maintenance costs  According to the policy adopted in conformity with IFRS, the
costs of maintenance of airports, which are approved in the Management Development
Program (MDP), are recorded in the statement of income. In accordance with MFRS, these
costs are capitalized as assets when the respective cost is incurred.
 
    
    Income Taxes  We determined our deferred taxes in accordance with IFRS, based on the
adjusted values of those assets and liabilities requiring adjustments as a result of the
adoption of IFRS.
 
    
    Deferred statutory employee profit sharing (PTU)  In conformity with MFRS, deferred
PTU is recognized for temporary differences between the accounting and PTU value of
assets and liabilities. IFRS does not contemplate the recognition of deferred PTU.
 
    
    Employee benefits  According to IFRS, a provision for employee severance payments is
only recorded when the obligation for payment arises or under the existence of formal
retirement plans.
 
    
    Employee bonuses  Bonuses on profits are recognized in the periods in which the
employees provide services, when we have a legal or assumed obligation and the amounts
of such bonuses can be adequately estimated. Under MFRS they are recorded in the
statement of income when paid.
 
    
    Debt discounts and expenses  In December 2010, the certain prior debt was exchanged
for the current debt, which is substantially similar because the present value of the
cash flows discounted under the new terms of the debt is 10% lower than the cash flows
discounted under the previous debt; therefore, in accordance with MFRS it does not
qualify as a new debt instrument and the debt discount and placement expenses continue
to be amortized over the remaining life of the new debt. However, IFRS require the
exchange of the debt with the same creditor, a condition that is not fulfilled.
  48




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##### Table of Contents



December 31, 2010
    
    
    
    
    
    
    December 31, 2010MFRS
    
    
    Effect
    
    
    IFRS(Thousands of Mexican pesos)Statement of financial positionReal estate inventories
    
    Ps.
    4,360,671
    
    
    Ps.
    (92,008
    )
    
    Ps.
    4,268,663Investment in
concessions, net
    
    
    26,000,351
    
    
    
    (2,384,853
    )
    
    
    23,615,498Property, plant and
equipment, net
    
    
    4,211,574
    
    
    
    93,861
    
    
    
    4,305,435Other assets, net
    
    
    2,501,893
    
    
    
    (945,484
    )
    
    
    1,556,409Provisions
    
    
    1,930,084
    
    
    
    621,949
    
    
    
    2,552,033Income taxes
    
    
    5,260,107
    
    
    
    (666,984
    )
    
    
    4,593,123Stockholders equity
    
    
    21,574,120
    
    
    
    (3,296,120
    )
    
    
    18,278,000Statement of incomeRevenues
    
    
    34,965,264
    
    
    
    11,453
    
    
    
    34,976,717Operating income
    
    
    2,511,291
    
    
    
    224,274
    
    
    
    2,735,565Net income
    
    
    1,203,567
    
    
    
    (111,064
    )
    
    
    1,092,503
 
 A. OPERATING RESULTS
  Financial Segment Information
 Consolidated Results of Operations for the Three Years Ended December 31, 2010
 Total Revenues
   49




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##### Table of Contents



Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of
    
    
    
    
    
    
    (Millions of
    
    
    
    
    
    
    (Millions ofMexican
    
    
    (Percentage
    
    
    Mexican
    
    
    (Percentage
    
    
    Mexican
    
    
    (Percentagepesos)
    
    
    of Total)
    
    
    pesos)
    
    
    of Total)
    
    
    pesos)
    
    
    of Total)Revenues:Construction:Civil
    
    Ps.
    22,143
    
    
    
    63
    %
    
    Ps.
    19,604
    
    
    
    63
    %
    
    Ps.
    11,402
    
    
    
    50
    %Industrial
    
    
    4,401
    
    
    
    13
    %
    
    
    3,974
    
    
    
    13
    %
    
    
    4,152
    
    
    
    18
    %Rodio Kronsa
    
    
    1,306
    
    
    
    4
    %
    
    
    1,514
    
    
    
    5
    %
    
    
    1,680
    
    
    
    8
    %Total
    
    
    27,850
    
    
    
    80
    %
    
    
    25,092
    
    
    
    81
    %
    
    
    17,234
    
    
    
    76
    %Concessions
    
    
    2,677
    
    
    
    7
    %
    
    
    2,231
    
    
    
    7
    %
    
    
    1,852
    
    
    
    8
    %Airports
    
    
    2,144
    
    
    
    6
    %
    
    
    1,896
    
    
    
    6
    %
    
    
    1,988
    
    
    
    9
    %Housing Development
    
    
    3,048
    
    
    
    9
    %
    
    
    2,271
    
    
    
    7
    %
    
    
    2,151
    
    
    
    9
    %Corporate and Other
    
    
    32
    
    
    
    
    
    
    
    20
    
    
    
    0
    %
    
    
    50
    
    
    
    0
    %Eliminations
    
    
    (786
    )
    
    
    (2
    %)
    
    
    (639
    )
    
    
    (2
    %)
    
    
    (524
    )
    
    
    0
    %Total
    
    Ps.
    34,965
    
    
    
    100
    %
    
    Ps.
    30,871
    
    
    
    100
    %
    
    Ps.
    22,751
    
    
    
    100
    %
  Gross Profit
    Selling, General and Administrative Expenses
  Operating Income
  50




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##### Table of Contents



Year Ended December 312010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Operating Income (Loss):Construction:Civil
    
    Ps.
    841
    
    
    Ps.
    702
    
    
    Ps.
    346Industrial
    
    
    213
    
    
    
    228
    
    
    
    114Rodio Kronsa
    
    
    13
    
    
    
    43
    
    
    
    13Total
    
    
    1,067
    
    
    
    973
    
    
    
    473Airports
    
    
    498
    
    
    
    612
    
    
    
    721Concessions
    
    
    588
    
    
    
    707
    
    
    
    542Housing Development
    
    
    276
    
    
    
    165
    
    
    
    144Corporate and Other
    
    
    (11
    )
    
    
    (13
    )
    
    
    (35
    )Eliminations
    
    
    93
    
    
    
    2
    
    
    
    (59
    )Total
    
    Ps.
    2,511
    
    
    Ps.
    2,445
    
    
    Ps.
    1,786Operating margin
    
    
    7.2
    %
    
    
    7.9
    %
    
    
    7.9
    %
   Construction
 Civil Construction
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    Ps.
    22,143
    
    
    Ps.
    19,604
    
    
    Ps.
    11,402Operating income
    
    
    841
    
    
    
    702
    
    
    
    346Operating margin
    
    
    3.8
    %
    
    
    3.6
    %
    
    
    3.0
    %
 Revenues.
  Operating Income.
  51




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##### Table of Contents



Industrial Construction
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    Ps.
    4,401
    
    
    Ps.
    3,974
    
    
    Ps.
    4,152Operating income
    
    
    213
    
    
    
    228
    
    
    
    114Operating margin
    
    
    4.8
    %
    
    
    5.7
    %
    
    
    2.7
    %
 Revenues.
  Operating Income.
  Rodio Kronsa
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Revenues
    
    Ps.
    1,306
    
    
    Ps.
    1,514
    
    
    Ps.
    1,680Operating income
    
    
    13
    
    
    
    43
    
    
    
    13Operating margin
    
    
    1
    %
    
    
    2.9
    %
    
    
    0.8
    %
 Revenues.
 52




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##### Table of Contents



Operating Income.
  Construction Backlog
  As of December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008(Millions of U.S. dollars)
    
    
    (Millions of Mexican pesos)ConstructionCivil
    
    U.S.$
    2,106
    
    
    Ps.
    26,081
    
    
    Ps.
    28,013
    
    
    Ps.
    35,885Industrial
    
    
    683
    
    
    
    8,455
    
    
    
    6,320
    
    
    
    3,075Rodio Kronsa
    
    
    35
    
    
    
    438
    
    
    
    400
    
    
    
    563Total
    
    U.S.$
    2,824
    
    
    Ps.
    34,974
    
    
    Ps.
    34,733
    
    
    Ps.
    39,523
       53




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##### Table of Contents



Concessions
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Revenues
    
    Ps.
    2,677
    
    
    Ps.
    2,231
    
    
    Ps.
    1,852Operating Income
    
    
    589
    
    
    
    707
    
    
    
    542Operating Margin
    
    
    22
    %
    
    
    32
    %
    
    
    29
    %
 Revenues.
   Operating Income.
  Airports
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Revenues
    
    Ps.
    2,144
    
    
    Ps.
    1,896
    
    
    Ps.
    1,988Operating Income
    
    
    498
    
    
    
    612
    
    
    
    721Operating Margin
    
    
    23
    %
    
    
    32
    %
    
    
    36
    %
 Revenues.
 54




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Operating Income.
  Housing Development
  Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Revenues
    
    Ps.
    3,048
    
    
    Ps.
    2,271
    
    
    Ps.
    2,151Operating income
    
    
    276
    
    
    
    165
    
    
    
    144Operating margin
    
    
    9.1
    %
    
    
    7.3
    %
    
    
    6.7
    %
 Revenues.
  Operating Income.
 55




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Corporate and Other
   Year Ended December 31,2010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Revenues
    
    Ps.
    32
    
    
    Ps.
    20
    
    
    Ps.
    50Operating loss
    
    
    (11
    )
    
    
    (13
    )
    
    
    (35
    )
 Revenues
 Operating Loss.
 Financing Cost, Net
  Year Ended December 31, 20102010
    
    
    2009
    
    
    2008(Millions of Mexican pesos)Interest expense
    
    Ps.
    1,277
    
    
    Ps.
    1,033
    
    
    Ps.
    1,023Interest income
    
    
    (383
    )
    
    
    (373
    )
    
    
    (395
    )Exchange gain (loss), net
    
    
    (8
    )
    
    
    105
    
    
    
    (116
    )Loss on financial instruments
    
    
    73
    
    
    
    2
    
    
    
    29Financing cost, net(1)
    
    Ps.
    959
    
    
    Ps.
    767
    
    
    Ps.
    541
 
 (1)
    
    Does not include net financing cost of Ps.1,566 million in 2010, Ps.1,140 million in 2009
and Ps.388 million in 2008 that are included in cost of sales. See Note 25 to our consolidated
financial statements.   56




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Other Income and Expenses, Net
  Income Tax
  Recognition of the Effects of
the 2010 Tax Reform on Income Taxes
 57




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##### Table of Contents



Share in Income and Loss of Unconsolidated Affiliated Companies
  Net Income
   58




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##### Table of Contents



U.S. GAAP Reconciliation
  
    
    Concession arrangements;
    
    Derivative financial instruments;
    
    Investments in associated companies;
    
    Capitalization of financing costs;
    
    Severance payments;
    
    Deferred income tax and effects of changes in tax laws; and
    
    Impairment reversal.
  Critical Accounting Policies and Estimates
    Supplementary Standards to Financial Reporting Standards
  59




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##### Table of Contents



Accounting for Construction Contracts
 Construction Contracts and
Manufacturing Contracts for Capital Assets,
          60




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##### Table of Contents



(Secretaria
de la Funcion Publica)
  Revenue Recognition
     61




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##### Table of Contents



62




---



##### Table of Contents



Long-Lived Assets
     Types of Long-Lived Assets
    63




---



##### Table of Contents



Income Tax
     Accounting for Income Taxes
 64




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##### Table of Contents



Derivative Financial Instruments
  Derivative Financial Instruments and Hedging Operations (Registro Nacional de Valores)
    Other Policies
 Accounting for Low Income Housing Sales
    65




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Effect of Application of the Critical Accounting Policies and Estimates on Results and Financial Position
  Construction Contracts
  66




---



##### Table of Contents



Income Tax
  
    
    a current income tax expense of Ps.209 million,
    
    a deferred income tax expense of Ps.268 million,
    
    a current flat rate business tax expense of Ps.295 million, and
    
    a deferred flat rate business tax benefit of Ps.507 million.
      
    
    a current income tax expense of Ps.410 million,
    
    a deferred income tax expense of Ps.1,080 million,
    
    a decrease in the allowance related to asset tax and tax loss carryforwards of
Ps.769 million,
 67




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
    
    a current flat rate business tax expense of Ps.209 million, and
    
    a deferred flat rate business tax expense of Ps.438 million.
    
    
    a current income tax expense of Ps.93 million,
    
    a deferred income tax benefit of Ps.60 million,
    
    a current flat rate business tax expense of Ps.126 million,
    
    a deferred flat rate business tax expense of Ps.234 million, and
    
    a decrease in the allowance related to asset tax and tax loss carryforwards of
Ps.91 million.
  Derivative Financial Instruments
  Long-Lived Assets
  68




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Accounting for Low Income Housing Sales and Costs
  Recently Issued Accounting Standards
 Adoption of International Financial Reporting Standards
    New
International Financial Reporting Standards
    Consolidated Financial Statements Consolidated and Separate Financial Statements Consolidation -
Special Purpose Entities
 Joint Arrangements Interests in
Joint Ventures
 Disclosures of Involvement with Other Entities
 Separate Financial Statements
 Investments in Associates and Joint Ventures
 69




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U.S. GAAP
 Recently adopted accounting pronouncements
    Recently issued accounting pronouncements pending adoption
 CompensationStock Compensation (Topic 718):
Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the
Market in Which the Underlying Equity Security Tradesa consensus of the FASB Emerging Issues Task
Force
 
 B. LIQUIDITY AND CAPITAL RESOURCES
 General
  
    
    Ps.337 million for the Rio VerdeCiudad Valles highway.
    
    Ps.192 million for the La Piedad bypass;
    
    Ps.151 million for increased participation in the Los Portales real estate business;
    
    Ps.133 million for the Nuevo NecaxaTihuatlan highway;
    
    Ps.85 million for the QueretaroIrapuato highway;
 70




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
    
    Ps.44 million for the Aqueduct II water supply project;
       71




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##### Table of Contents




    
    Ps.1,193 million, or 26%, of our cash, cash equivalents and restricted cash, held by
ICA-Fluor, which are unrestricted;
    
    Ps.1,360 million, or 30%, of our cash, cash equivalents and restricted cash, held in
reserves established to secure financings related to the Acapulco Tunnel, Corredor Sur
highway, the KantunilCancun toll road, the Rio VerdeCiudad Valles, Nuevo
NecaxaTihuatlan, QueretaroIrapuato and IrapuatoLa Piedad highway and La Piedad
bypassprojects, all of which are restricted;
    
    Ps.501 million, or 11%, of our cash, cash equivalents and restricted cash, held in our
Airports segment, which are restricted; and
    
    Ps.80 million, or 2%, of our cash, cash equivalents and restricted cash, held in our
Rodio Kronsa segment.
     72




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##### Table of Contents



Comision Federal de Electricidad
 
  Project Financing
   73




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##### Table of Contents



Indebtedness
     74




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##### Table of Contents



Empresas ICA
  La Yesca
 Comision
Federal de Electricidad
  RCO
  75




---



##### Table of Contents



Aeroinvest
  ViveICA Credit Lines
     76




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##### Table of Contents



Nuevo Necaxa  Tihuatlan
  Atotonilco
  Corredor Sur
  Acapulco Tunnel (TUCA)
    Rio Verde  Ciudad Valles Highway
  77




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##### Table of Contents



The Kantunil-Cancun Highway (Mayab Consortium)
 Unidades de Inversion
 Viabilis
   Other Debt
  Derivative Financial Instruments
    78




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
    
    Our Board of Directors establishes limitations on the amounts and types of
derivative transactions that our officers may enter into on our behalf.
    
    The Board has vested our Chief Executive Officer with the power to enter into
derivative financial instruments subject to certain limits on amount and complexity. The
CEO has delegated this power using powers of attorney, also subject to caps on amount and
complexity, to our Vice President for Finance and Administration and appropriate Finance
officers.
    
    In the event that the CEO, the Vice President for Finance and Administration or an
appropriate Finance officer wishes to enter into a derivative financial instrument that
exceeds or goes beyond the limitations set by the board, the boards specific
authorization is required.
  La Yesca Derivatives
  79




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RCO Derivative
  Other Derivatives
     80




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##### Table of Contents



Additional Sources and Uses of Funds
    
 C. TREND INFORMATION
  
 D. OFF-BALANCE SHEET ARRANGEMENTS
  
 E. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 Contractual Obligations
   Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(Millions of Mexican pesos)Long-term debt obligations
    
    Ps.
    27,644
    
    
    Ps.
    1,275
    
    
    Ps.
    13,008
    
    
    Ps.
    1,531
    
    
    Ps.
    11,830Notes payable
    
    
    4,685
    
    
    
    4,685
    
    
    
    
    
    
    
    
    
    
    
    Fixed interest(1)
    
    
    5,673
    
    
    
    526
    
    
    
    1,425
    
    
    
    849
    
    
    
    2,873Variable interest(2)
    
    
    8,785
    
    
    
    1,090
    
    
    
    1,999
    
    
    
    1,052
    
    
    
    4,644Operating lease obligations
    
    
    1,304
    
    
    
    638
    
    
    
    649
    
    
    
    9
    
    
    
    8Master development programs(3)
    
    
    762
    
    
    
    762
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations(4)
    
    
    235
    
    
    
    39
    
    
    
    78
    
    
    
    79
    
    
    
    39Seniority premiums
    
    
    501
    
    
    
    
    
    
    
    41
    
    
    
    30
    
    
    
    430Total
    
    Ps.
    49,589
    
    
    Ps.
    9,015
    
    
    Ps.
    17,200
    
    
    Ps.
    3,550
    
    
    Ps.
    19,824
 
 (1)
    
    Fixed interest rates range from 6.95% to 9.5%.(2)
    
    Variable interest rate was estimated using the following ranges: 0.77% (LIBOR plus spread) to
5.11% (LIBOR plus spread); and 4.90% (TIIE plus spread) to 11.37% (TIIE plus spread). When
calculating variable interest rates, we used LIBOR and TIIE as of December 31, 2010. 81




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(3)
    
    In 2015, the fifth year of our current master development program, we expect to conduct a
negotiation with the Ministry of Communications and Transportation to determine the new master
development programs commitments for the subsequent five years.(4)
    
    Reflects a minimum fixed annual payment of U.S.$3 million required to be paid under GACNs
technical assistance agreement, assuming an average exchange rate of Ps.13.05 to U.S.$1.00 and
an annual U.S. inflation rate of 3.8%. The amount ultimately to be paid in any year will
depend on our profitability.  Amount of Commitment Expiration per PeriodTotal Amounts
    
    
    Less Than
    
    
    
    
    
    
    
    
    
    
    OverContractual Obligations
    
    Committed
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years(Millions of Mexican pesos)Standby letters of credit
    
    Ps.
    2,927
    
    
    Ps.
    1,668
    
    
    Ps.
    1,256
    
    
    Ps.
    
    
    
    Ps.
    2Guarantees(1)
    
    
    16,651
    
    
    
    5
    
    
    
    16,073
    
    
    
    
    
    
    
    574Total commercial
commitments
    
    Ps.
    19,578
    
    
    Ps.
    1,673
    
    
    Ps.
    17,329
    
    
    Ps.
    
    
    
    Ps.
    576
 
 (1)
    
    Consist principally of bonds delivered to guarantee bids, advance payments and performance. 
 Item 6. Directors, Senior Management and Employees
 
 A. DIRECTORS AND SENIOR MANAGEMENT
  Name
    
    Position
    
    Years as Director
    
    AgeBernardo Quintana I.(1)
    
    Chairman
    
    33
    
    69Jose Luis Guerrero Alvarez(1)
    
    Director
    
    21
    
    67Alberto Mulas Alonso(3)(5)(6)
    
    Director
    
    5
    
    50Fernando Ruiz Sahagun(3)(5)
    
    Director
    
    5
    
    67Luis Rubio Friedberg(3)(5)(6)
    
    Director
    
    5
    
    56Francisco Javier Garza Zambrano(3)(5)(6)
    
    Director
    
    4
    
    56Diego Quintana Kawage(1)
    
    Director
    
    4
    
    40Alonso Quintana Kawage(1)
    
    Director
    
    3
    
    37Fernando Flores Perez(2)(5)(6)
    
    Director
    
    3
    
    65Elsa Beatriz Garcia Bojorges(3)(5)(6)(7)
    
    Director
    
    2
    
    45Aaron Dychter Poltolarek(2)(5)(6)
    
    Director
    
    2
    
    58Salvador Alva Gomez (2)(5)(6)
    
    Director
    
    1
    
    60Margarita Hugues Velez(2)(5)(6)
    
    Director
    
    1
    
    40Carlos Benjamin Mendez Bueno(2)
    
    Director
    
    1
    
    58Luis Horcasitas Manjarrez(3)(4)
    
    Director
    
    0
    
    58Ruben Lopez Barrera(4)
    
    Director
    
    0
    
    42Melissa Boisson Portillo(3)(4)(5)(6)
    
    Director
    
    0
    
    33
 
 (1)
    
    Director whose term expires on April 30, 2012.(2)
    
    Director whose term expires on April 30, 2013. 82




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(3)
    
    Director whose term expires on April 30, 2014.(4)
    
    On March 23, 2011, the Board of Directors approved the retirement of Mr. Sergio F. Montaño
Leon and Mr. Luis Fernando Zarate Rocha and accepted the resignation of Mr. Juan Claudio
Salles Manuel. They were replaced by Mr. Luis Horcasitas Manjarrez, Mr. Ruben Lopez Barrera
and Ms. Melissa Boisson Portillo, who will complete their unexpired terms. On May 5, 2011, the
Board of Directors accepted the resignation of Dr. Alcocer due to his becoming an officer in
the Mexican Ministry of Energy.(5)
    
    Independent directors within the meaning of the Mexican Securities Market Law.(6)
    
    Independent directors within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as amended.(7)
    
    Audit committee financial expert, within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002.  Bernardo Quintana I.
 Jose Luis Guerrero Alvarez
 Alberto Mulas Alonso (Comisionado Nacional de Fomento a la Vivienda).
 Francisco Garza Zambrano
 83




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##### Table of Contents



Fernando Ruiz Sahagun
 Luis Rubio Friedberg
 Alonso Quintana Kawage
 Diego Quintana Kawage
 Fernando Flores Perez (Instituto Mexicano del Seguro Social) (Camara Nacional del Aerotransporte)
 Elsa Beatriz Garcia Bojorges Consejo Mexicano para la Investigacion y
Desarrollo de Normas de Informacion Financiera, A.C.
 Aaron Dychter Poltolarek
 84




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##### Table of Contents



Salvador Alva Gomez
 Margarita Hugues Velez
 Carlos Benjamin Mendez Bueno
 Luis Horcasitas Manjarrez
 Ruben Lopez Barrera
 Melissa Boisson Portillo Universidad Iberoamericana
 85




---



##### Table of Contents



Years asExecutiveName
    
    Current Position
    
    OfficerJose Luis Guerrero Alvarez
    
    Chief Executive Officer
    
    
    21Alonso Quintana Kawage (1)
    
    Vice President, Chief Financial Officer
    
    
    4Sergio F. Montaño Leon (2)
    
    Executive Vice President
    
    
    21Luis Fernando Zarate Rocha (2)
    
    Executive Vice President
    
    
    16Diego Quintana Kawage
    
    Executive Vice President, Industrial Construction, Airports,
Homebuilding, Real Estate and Strategic Alliances
    
    
    4Carlos Benjamin Mendez Bueno
    
    Vice President, Concessions
    
    
    4Ruben Lopez Barrera
    
    Vice President, Strategic Planning, Business Development and
International
    
    
    1Luis Horcasitas Manjarrez
    
    Vice President, Civil Construction
    
    
    1Juan Carlos Santos
    
    Divisional Director, Industrial Construction
    
    
    4Luis Urrutia Sodi
    
    Divisional Director, Housing Development
    
    
    2Victor Bravo Martin (1)(3)
    
    Divisional Director, Airports; Chief Executive Officer of GACN
    
    
    2Gonzalo Sanchez Diaz
    
    Divisional Director, Rodio Kronsa
    
    
    2Rodrigo Quintana Kawage
    
    General Counsel
    
    
    2
 
 (1)
    
    Effective July 1, 2011, Mr. Alonso Quintana will be become Chief Operating Officer of the
company. On that same date, Mr. Victor Bravo Martin will succeed Mr. Quintana as our Vice
President and Chief Financial Officer.(2)
    
    Effective July 1, 2011, Mr. Sergio F. Montaño Leon and Mr. Luis Fernando Zarate Rocha will
have retired as executive officers.(3)
    
    Effective July 1, 2011, Mr. Porfirio Gonzalez will succeed Victor Bravo Martin as our
Divisional Director for the Airports segment. Juan Carlos Santos Universidad Nacional Autonoma de Mexico
 Luis Urrutia Sodi Universidad Iberoamericana
 Victor Bravo Martin Instituto Tecnologico y de Estudios Superiores de Monterrey Instituto Tecnologico Autonomo de Mexico
 Gonzalo Sanchez Diaz
 Rodrigo Quintana Kawage
 86




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##### Table of Contents



Porfirio Gonzalez
  Name
    
    Current PositionAlonso Quintana Kawage(1)
    
    PresidentDiego Quintana Kawage
    
    Vice President, Industrial Construction
division, Airports, Housing and Strategic
AlliancesCarlos Benjamin Mendez Bueno
    
    Vice President, ConcessionsLuis Horcasitas Manjarrez
    
    Vice President, Civil ConstructionRuben Lopez Barrera
    
    Vice President, Strategic Planning,
Business Development and International
 
 (1)
    
    Effective July 1, 2011, Mr. Alonso Quintana will be become Chief Operating Officer of the
company. On that same date, Mr. Victor Bravo Martin will succeed Mr. Quintana as our Vice
President and Chief Financial Officer. 
 B. COMPENSATION
  Management Bonuses
   
    
    in years in which our income (calculated as described below) is 4% or less of our
net worth, no bonuses will be paid,
 
    
    in years in which our income (calculated as described below) is greater than 4% of
our net worth, up to 20% of the amount by which income exceeds 4% of net worth may be
paid as bonuses.
   87




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Options to Purchase Securities from Registrant or Subsidiaries
    Pension Plan
    
 C. BOARD PRACTICES
   88




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Management Structure
       Board Practices
  89




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D. EMPLOYEES
   
 E. SHARE OWNERSHIP
  
 Item 7. Major Shareholders and Related Party Transactions
 
 A. MAJOR SHAREHOLDERS
  Identity of Person or Group
    
    Amount Owned
    
    
    Percentage(1)Bernardo Quintana I.(2)
    
    
    36,020,907
    
    
    
    5.6
    %Management Trust
    
    
    16,134,286
    
    
    
    2.5
    %Foundation Trust
    
    
    8,293,356
    
    
    
    1.3
    %
 90




---



##### Table of Contents



(1)
    
    For all percentages, based upon 641,882,586 shares outstanding as of March 31, 2011.(2)
    
    Reflects shares owned directly by Mr. Quintana and his family, including Alonso Quintana
Kawage, Diego Quintana Kawage and Rodrigo Antonio Quintana Kawage, and not through the
management trust.       
 B. RELATED PARTY TRANSACTIONS
 RCO Construction and Administrative Services
  91




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##### Table of Contents



Item 8. Financial Information
  
 A. LEGAL AND ADMINISTRATIVE PROCEEDINGS
  Campeche Playa/Faros de Panama
      Malla Vial
 (Instituto de
Desarrollo Urbano)
  92




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Puerto Rico Light Rail System
    Corredor Sur
 (Ministerio de Obras Publicas)
   93




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##### Table of Contents



Ciudad Juarez Airport
  (juicios de amparo) recurso de revision
  94




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##### Table of Contents



Environmental Matters
  
 B. DIVIDENDS
   
 C. SIGNIFICANT CHANGES
  
 Item 9. The Offer and Listing
 
 A. TRADING
   Mexican Stock
    
    
    New York StockExchange
    
    
    ExchangePesos per Share
    
    
    U.S. dollars per ADSHigh
    
    
    Low
    
    
    High
    
    
    Low2006
    
    
    42.63
    
    
    
    25.54
    
    
    
    15.75
    
    
    
    9.802007(1)
    
    
    75.48
    
    
    
    38.65
    
    
    
    28.04
    
    
    
    13.902008
    
    
    73.33
    
    
    
    14.04
    
    
    
    27.65
    
    
    
    4.262009
    
    
    35.49
    
    
    
    14.49
    
    
    
    10.85
    
    
    
    4.792010
    
    
    34.09
    
    
    
    28.34
    
    
    
    11.13
    
    
    
    8.78
 
 (1)
    
    Trading prices of our ADSs in 2007 are stated after giving effect to the change in the ratio
of CPOs to ADSs in August 2007. See Item 3. Key Information.  95




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Mexican Stock
    
    
    New York StockExchange
    
    
    ExchangePesos per Share
    
    
    U.S. dollars per ADSHigh
    
    
    Low
    
    
    High
    
    
    Low2009:First Quarter
    
    
    26.47
    
    
    
    18.80
    
    
    
    7.47
    
    
    
    4.79Second Quarter
    
    
    27.99
    
    
    
    21.32
    
    
    
    8.55
    
    
    
    6.39Third Quarter
    
    
    31.99
    
    
    
    20.60
    
    
    
    9.75
    
    
    
    5.95Fourth Quarter
    
    
    35.49
    
    
    
    28.41
    
    
    
    10.85
    
    
    
    8.532010:First Quarter
    
    
    33.77
    
    
    
    28.34
    
    
    
    10.62
    
    
    
    8.83Second Quarter
    
    
    33.32
    
    
    
    28.86
    
    
    
    10.93
    
    
    
    8.78Third Quarter
    
    
    32.98
    
    
    
    29.99
    
    
    
    10.43
    
    
    
    9.12Fourth Quarter
    
    
    34.09
    
    
    
    30.76
    
    
    
    11.13
    
    
    
    9.71December
    
    
    33.04
    
    
    
    31.30
    
    
    
    10.71
    
    
    
    10.062011:First Quarter
    
    
    32.42
    
    
    
    25.92
    
    
    
    10.82
    
    
    
    8.78January
    
    
    32.07
    
    
    
    30.07
    
    
    
    10.44
    
    
    
    9.85February
    
    
    32.42
    
    
    
    27.84
    
    
    
    10.82
    
    
    
    9.22March
    
    
    27.64
    
    
    
    25.92
    
    
    
    9.23
    
    
    
    8.58Second QuarterApril
    
    
    28.42
    
    
    
    27.15
    
    
    
    9.87
    
    
    
    9.18May
    
    
    28.72
    
    
    
    27.29
    
    
    
    9.94
    
    
    
    9.17June (through June 7)
    
    
    28.01
    
    
    
    27.71
    
    
    
    9.56
    
    
    
    9.41
   Trading on the Mexican Stock Exchange
    96




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Limitations Affecting ADS Holders and CPO Holders
    
 Item 10. Additional Information
 
 A. MEMORANDUM AND ARTICLES OF INCORPORATION
  Organization and Register
 sociedad anonima bursatil de capital variable (Ley del Mercado de Valores) (Ley General de
Sociedades Mercantiles)
 97




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Voting Rights
    Shareholders Meetings
      98




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Dividend Rights
        99




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Changes in Share Capital and Preemptive Rights
  (Diario Oficial de la Federacion)
   Limitations on Share Ownership
   
    
    the percentage of shares sought, or
    
    10 percent of the total shares.
   
    
    the book value of the shares,
    
    the highest closing price on the Mexican Stock exchange during the 365 days
preceding the date of the authorization, or
    
    the highest price paid at any time by the persons intending to purchase the shares.
  100




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Delisting
 (Registro Nacional de Valores)
 
    
    the average 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; and
    
    the book value of the shares as reflected in our latest quarterly financial
information filed with the CNBV and the Mexican Stock Exchange.
    Certain Minority Rights
  
    
    holders of at least 10% of our outstanding share capital to vote (including in a
limited or restricted manner) to call a shareholders meeting;
    
    holders of at least 10% of our outstanding share capital to appoint one member of
our Board of Directors;
    
    holders of at least 5% of our outstanding share capital (represented by shares or
CPOs) to bring an action against our directors, members of the Audit Committee and
secretary of Board for violations of their duty of care or duty of loyalty, if
 
    
    the claim covers all of the damage alleged to have been caused by us and not
merely the damage suffered by the plaintiff, and
    
    any recovery is for our benefit and not the benefit of the plaintiffs;
 
    
    holders of at least 10% of our shares who are entitled to vote (including in a
limited or restricted manner) at any shareholders meeting to request that resolutions,
with respect to any matter on which were not sufficiently informed, be postponed; and
    
    holders of at least 20% of our outstanding share capital to contest and suspend any
shareholder resolution, subject to certain requirements under Mexican law.
 101




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Other Provisions
 Duration
  Conflict of Interest
  Appraisal Rights
  Purchase by the Company of its Shares
  Purchase of Shares by Subsidiaries of the Company
  Rights of Shareholders
    102




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Enforceability of Civil Liabilities
  
 B. EXCHANGE CONTROLS
  
 C. TAXATION
      103




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Taxation of Dividends
 Mexican Tax Considerations
  U.S. Tax Considerations
      Taxation of Dispositions of ADSs or CPOs
 Mexican Tax Considerations
   104




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U.S. Tax Considerations
    
    
    such gain is effectively connected with the conduct by the non-U.S. holder of a
trade or business in the United States, or
    
    in the case of gain realized by an individual non-U.S. holder, the non-U.S. holder
is present in the United States for 183 days or more in the taxable year of the sale and
certain other conditions are met.
 Other Mexican Taxes
  United States Backup Withholding and Information Reporting
  105




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##### Table of Contents



D. DOCUMENTS ON DISPLAY
  
 Item 11. Quantitative and Qualitative Disclosures about Market Risk
  Instruments for Trading Purposes and for Other-Than-Trading Purposes
 Interest Rate Risk
 Interest Rate Sensitivity Analysis Disclosure
   Qualitative Information
   106




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Foreign Currency Risk
 Foreign Currency Sensitivity Analysis Disclosure
   Qualitative Information
     107




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Item 12. Description of Securities Other than Equity Securities
 ADS Fees
  Fee or Charge Amount for ADSHolder depositing orService
    
    withdrawing shares
    
    PayeeIssuance of ADSs, including issuances
resulting from a distribution of shares or
rights or other property
Cancellation of ADSs for the purpose of
withdrawal, including if the deposit agreement
terminates 
Any cash distribution to ADS registered holders

Distribution of securities distributed to
holders of deposited securities which are
distributed by the depositary to ADS
registered holders
    
    U.S.$5.00 (or less) per 100
ADSs (or portion of 100
ADSs) 
U.S.$5.00 (or less) per 100
ADSs (or portion of 100
ADSs) 
U.S.$.02 (or less) per ADS
A fee equivalent to the fee
that would be payable if
securities distributed to
the ADS holder had been
shares and the shares had
been deposited for issuance
of ADSs
    
    Bank of New York Mellon 
Bank of New York Mellon 
Bank of New York Mellon 
Bank of New York MellonDepositary services 
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.$.02 (or less) per ADSs
per calendar year 
Registration or transfer fees
    
    Bank of New York Mellon 
Bank of New York MellonCable, telex and facsimile transmissions (when
expressly provided in the deposit agreement)
Converting foreign currency to U.S. dollars 
Other fees, as necessary 
Other fees, as necessary
    
    Expenses of the depositary
Expenses of the depositary
Taxes and other governmental
charges the Bank of New York
Mellon or the custodian has
to pay on any ADS or share
underlying an ADS, for
example, stock transfer
taxes, stamp duty or
withholding taxes 
Any charges incurred by Bank
of New York Mellon or its
agents for servicing the
deposited securities
    
    Bank of New York Mellon 
Bank of New York Mellon 
Bank of New York Mellon 
Bank of New York Mellon
 Fees incurred in past annual period
  Fees to be paid in the future
   PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  108




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Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
              109




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110




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Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu Limited/s/ C.P.C. Ramon Arturo Garcia Chavez
C.P.C. Ramon Arturo Garcia ChavezMexico City, MexicoJune 20, 2011
   
 Item 16. [Reserved]
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
 Audit and Non-Audit Fees
  Total FeesAs of December 31,2010
    
    
    2009(Millions of Mexican pesos)FeesAudit fees
    
    Ps.
    45.6
    
    
    Ps.
    39.9Audit-related fees
    
    
    4.9
    
    
    
    5.5Tax fees
    
    
    3.4
    
    
    
    2.3All other fees
    
    
    7.1
    
    
    
    5.4Total
    
    Ps.
    61.0
    
    
    Ps.
    53.1
   111




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Audit Committee Pre-Approval Policies and Procedures
 de minimus de minimus
 
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Total Number of
    
    
    Average Price2011
    
    Shares Purchased
    
    
    Paid per ShareJanuary 1-31
    
    
    0
    
    
    Ps.
    0February 1-28
    
    
    53,000
    
    
    
    28.03March 1-31
    
    
    7,492,300
    
    
    
    26.46April 1-30
    
    
    0
    
    
    
    0Total
    
    
    7,545,300
    
    
    Ps.
    26.47
  
 Item 16F. Changes in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
 NYSE Corporate Governance Comparison
 (Codigo de Mejores Practicas Corporativas)
  112




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NYSE Standards
    
    Our Current Corporate Governance PracticesA majority of board of directors must be independent. §303A.01
    
    Pursuant to the Mexican Securities Market Law and our bylaws,
our shareholders are required to appoint a Board of Directors
of between five and twenty-one members, 25% of whom must be
independent within the meaning of the Mexican Securities
Market Law, which differs from the definition of independent
under the rules of the New York Stock Exchange.Our Board of Directors currently consists of seventeen
members, of which ten are outside (i.e. non-management)
directors. Ten of our directors are independent directors
within the meaning of the Mexican Securities Market Law. Nine
of our directors are independent directors within the meaning
of Rule 10A-3 under the Securities Exchange Act of 1934, as
amended, or the Exchange Act.A director is not independent if such director is:
    
    Pursuant to our bylaws board members must be appointed based
on their experience, ability and professional prestige. Our
Board of Directors must meet at least every three months.

Under Article 26 is of the Mexican Securities Market Law, a
director is not independent if such director is:(i) a person who the board determines has a material direct or
indirect relationship with the listed company;
    
    (i) or has been within the last year, an employee or officer
of the company;(ii) or has been within the last three years, an employee, or an
immediate family member of an executive officer, of the listed
company, other than employment as interim chairman or CEO;
    
    (ii) a shareholder that, without being an employee or officer
of the company, has influence or authority over the companys
officers;(iii) or has been within the last three years, a person who
receives, or whose immediate family member receives, more than
$120,000 during any 12-month period in direct compensation from
the listed company, other than director and committee fees and
pension or other deferred compensation for prior service (and
other than compensation for service as interim chairman or CEO or
received by an immediate family member for service as a
non-executive employee);
    
    (iii) a partner or employee of a consultant or adviser, to
the company or its affiliates, where the income from the
company represents 10% or more of the overall income of such
consultant or adviser;(iv) a person who is, or whose immediate family member is, or has
been within the last three years, a partner or employee of an
internal or external auditor of the listed company, subject to
limited exceptions for persons who did not personally work on the
listed companys audit in the last three years;
    
    (iv) an important client, supplier, debtor or creditor (or a
partner, director or employee thereof). A client and supplier
is considered important when its sales to or purchases from
the company represent more than 10% of the clients or
suppliers total sales or purchases. A debtor or creditor is
considered important whenever the aggregate amount of the
relevant loan represents more than 15% of the debtors,
creditors or the companys aggregate assets;(v) an executive officer, or an immediate family member of an
executive officer, of another company where any of the listed
companys present executive officers at the same time serves or
served on that companys compensation committee; or(vi) an executive officer or employee of a company, or an
immediate family member of an executive officer of a company, that
has made payments to, or has received payments from, the listed
company, its parent or a consolidated subsidiary for property or
services in an amount which, in any of the last three fiscal
years, exceeds the greater of $1 million or 2% of such other
companys consolidated gross revenues (except for contributions to
tax-exempt organizations provided that the listed company
 113




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NYSE Standards
    
    Our Current Corporate Governance Practicesdiscloses such contributions in the companys proxy statement or
annual report)Immediate family member includes a persons spouse, parents,
children, siblings, mothers and fathers-in-law, sons and
daughters-in-law and anyone (other than domestic employees) who
shares the persons home. Individuals who are no longer immediate
family members due to legal separation, divorce or death (or
incapacity) are excluded. §303A.02(b)
    
    (v) a family member related to any of the persons mentioned
above in (i) through (iv). Family member includes a
persons spouse, concubine or other relative up to the fourth
degree of consanguinity and affinity, as well as a spouse or
concubine of the individuals mentioned above.Company includes any parent or subsidiary in a consolidated
group with the listed company.Non-management directors must meet regularly in executive sessions
without management. Independent directors should meet alone in an
executive session at least once a year. §303A.03
    
    There is no similar requirement under our bylaws or
applicable Mexican law.A listed company must have a nominating/corporate governance
committee of independent directors. The committee must have a
charter specifying the purpose, minimum duties and evaluation
procedures of the committee. §303A.04
    
    We are required to have a corporate practices committee
pursuant to the provisions of the Mexican Securities Market
Law and our bylaws. Our Corporate Practices, Finance,
Planning and Sustainability Committee is composed of four
directors, all of whom are independent within the meaning of
the Mexican Securities Market Law and three of whom are
independent within the meaning of Rule 10A-3 under the
Exchange Act. The duties of our Corporate Practices, Finance,
Planning and Sustainability Committee (which replaced our
Corporate Practices and Sustainability Committee on April 24,
2009) include:    providing an opinion on the nomination of the chief
executive officer,    assessing the performance of our senior management,    providing an opinion on related party transactions,    providing an opinion on compensation proposals for senior
management,    reviewing certain exemptive actions of the Board of
Directors,    proposing general guidelines for creating and monitoring
compliance with our strategic plan,    providing an opinion on the investment and financing
policies our chief executive officer proposes,    providing an opinion on the assumptions in the annual
budget and monitoring application of the budget and our
control system, and    evaluating risk factors that affect us and our mechanisms
for controlling them.A listed company must have a compensation committee composed
entirely of independent directors, which must approve executive
officer compensation. The committee must have a charter
    
    The Corporate Practices, Finance, Planning and Sustainability
Committee provides an opinion on compensation proposals for
the Chief Executive Officer and other executive officers pursuant
 114




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NYSE Standards
    
    Our Current Corporate Governance Practicesspecifying the purpose, minimum duties and evaluation procedures
of the committee. §303A.05
    
    to the provisions of the Mexican Securities Market Law.Our Corporate Practices, Finance, Planning and Sustainability
Committee makes recommendations as to compensation for senior
and middle management to the Board of Directors, which must
approve such recommendations.A listed company must have an audit committee satisfying the
independence and other requirements of Rule 10A-3 under the
Exchange Act and the more stringent requirements under the NYSE
standards. §§303A.06, 303A.07
    
    We have a three-member Audit Committee, which is composed of
independent directors appointed by our board. The Mexican
Securities Market Law requires that our shareholders appoint
the president of our Audit Committee. Currently all members
of our Audit Committee are independent as such term is
defined under the Mexican Securities Market Law and under
Rule 10A-3 under the Exchange Act.However, the members of our Audit Committee are not required
to satisfy the NYSE independence and other audit committee
standards that are not prescribed by Rule 10A-3.

Our Audit Committee complies with the requirements of the
Mexican Securities Market Law and has the following
attributes:     Our Audit Committee operates pursuant to a written charter
adopted by the Audit Committee and approved by our Board of
Directors.    Pursuant to our bylaws and Mexican law, our Audit Committee
submits an annual report regarding its activities to our
Board of Directors.    The duties of the Audit Committee include:    periodically evaluating our internal control to oversee our
internal auditing and control systems;    periodically evaluating our internal control mechanisms;    recommending independent auditors to our Board of Directors;    establishing procedures for the confidential, anonymous
submission by employees of concerns regarding questionable
accounting or auditing matters controls;    hiring independent counsel and other advisors as it deems
necessary to carry out its duties, including the review of
related-party transactions; and    overseeing the performance of our outside auditor.Equity compensation plans and material revisions thereto require
shareholder approval, subject to limited exemptions. §303A.08
    
    In accordance with Mexican law, our shareholders have
approved our existing equity compensation plans at
shareholder meetings, which plans are carried out by the
board with respect to our executives.A listed company must adopt and disclose corporate governance
guidelines and a code of business conduct and ethics for
directors, officers and employees, and promptly disclose any
waiver for
    
    We have adopted a code of ethics, which has been accepted by
all of our directors and executive officers and other
personnel. We are required by Item 16B of this Form 20-F to
disclose any
 115




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##### Table of Contents



NYSE Standards
    
    Our Current Corporate Governance Practicesdirectors or executive officers within four business
days of such determination. §§303A.09, 303A.10
    
    waivers granted to our chief executive officer,
chief financial and accounting officer and persons performing
similar functions.The CEO must certify to the NYSE each year that he or she is not
aware of any violation by the company of NYSE corporate governance
listing standards and must promptly notify the NYSE in writing
after any executive officer becomes aware of any non-compliance
with the NYSE corporate governance listing standards. §303A.12
    
    Our CEO will promptly notify the NYSE in writing if any
executive officer becomes aware of any material noncompliance
with any applicable provisions of the NYSE corporate
governance rules.
 PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
 1.1
    
    Amended and restated bylaws (estatutos sociales)of Empresas ICA,
S.A.B. de C.V. (English translation) (incorporated by reference to
our annual report on Form 20-F for the year ended December 31, 2006)
(File No. 1-11080).1.2
    
    Amended and restated bylaws (estatutos sociales)of ICA Fluor
Daniel, S. de R.L. de C.V. (English translation) (incorporated by
reference to our annual report on Form 20-F for the year ended
December 31, 2004) (File 1-11080).2.1
    
    Deposit Agreement dated April 1, 1992, as amended and restated as of
June 30, 1997, among Empresas ICA Sociedad Controladora, S.A. de
C.V. (currently Empresas ICA, S.A.B. de C.V.), the Bank of New York,
as Depositary and Holders of American Depositary Receipts
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2004) (File No. 1-11080).3.1
    
    Management Trust Agreement dated April 8, 1992, as amended on April
30, 2000 (English translation) (incorporated by reference to our
annual report on Form 20-F for the year ended December 31, 2000)
(File No. 1-11080).3.2
    
    CPO Trust Agreement dated May 28, 1997 (English translation)
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 1996) (File No. 1-11080).4.1
    
    Participation Agreement dated as of June 14, 2000 thereto among
Grupo Aeroportuario del Centro Norte, S.A. de C.V., the Mexican
Federal Government through the Ministry of Communications and
Transportation, Nacional Financiera, S.N.C., Bancomext, and
Aeropuertos y Servicios Auxiliares (English translation)
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2005) (File No. 1-11080).4.2
    
    Amendment No. 1 dated as of December 21, 2005 to the Participation
Agreement dated as of June 14, 2000 thereto among Grupo
Aeroportuario del Centro Norte, S.A. de C.V. (currently Grupo
Aeroportuario Centro Norte, S.A.B. de C.V.), the Mexican Federal
Government through the Ministry of Communications and
Transportation, Nacional Financiera, S.N.C., Bancomext, and
Aeropuertos y Servicios Auxiliares (English translation)
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2005) (File No. 1-11080).4.3
    
    Amended and Restated Airport Concession Agreement relating to the
Monterrey Airport dated June 29, 1998 (English translation)
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2005) (File No. 1-11080).4.4
    
    Amended and Restated Consortium Agreement dated as of July 6, 2004
among Aeroports de Paris, Aeroinvest, S.A. de C.V. and VASA S.A.
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2005) (File No. 1-11080).4.5
    
    Amendment No. 1 dated as of December 13, 2005 to the Amended and
Restated Consortium Agreement dated as of July 6, 2004 among
Aeroports de Paris, Aeroinvest, S.A. de C.V. and VASA S.A.
(incorporated by reference to our annual report on Form 20-F for the
year ended December 31, 2005) (File No. 1-11080).
 116




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4.6
    
    Amendment No. 2 dated as of September 5, 2006 to the Amended and
Restated Consortium Agreement dated as of July 6, 2004 (incorporated
by reference to our annual report on Form 20-F for the year ended
December 31, 2007) (File No. 1-11080).4.7
    
    Common Agreement dated as of October 19, 2007 among Constructora de
Proyectos Hidroelectricos, S.A. de C.V., as borrower, WestLB AG, New
York Branch, as intercreditor agent, the working capital facility
lenders from time to time party thereto, the construction facility
lenders from time to time party thereto, WestLB AG, New York Branch,
as working capital administrative agent, WestLB AG, New York Branch,
as construction facility administrative agent, Citibank N.A., as
offshore collateral agent, Banco Nacional de Mexico, S.A.,
Integrante del Grupo Financiero Banamex, as onshore collateral
agent, and the other lenders and lender representatives from time to
time party thereto (incorporated by reference to our annual report
on Form 20-F for the year ended December 31, 2007) (File No.
1-11080).4.8
    
    Construction Facility Credit Agreement dated as of October 19, 2007
among Constructora de Proyectos Hidroelectricos, S.A. de C.V., as
borrower, the several construction facility lenders from time to
time parties thereto and WestLB AG, New York Branch, as construction
facility administrative agent (incorporated by reference to our
annual report on Form 20-F for the year ended December 31, 2007)
(File No. 1-11080).4.9
    
    Amended and Restated Working Capital Facility Credit
Agreement dated as of October 13, 2010 among Constructora de Proyectos Hidroelectricos, S.A. de C.V.,
as borrower, the several Tranche A Lenders from time to time parties
hereto, the several Tranche B Lenders from time
to time parties hereto and WestLB AG, New York Branch, as working
capital facility administrative agent.*4.10
    
    Lump-Sum Public Works Construction Contract (English translation)
dated as of June 17, 2008 by and between the Government of the
Federal District through the Directorate General of Transportation
Works and Ingenieros Civiles Asociados, S.A. de C.V., as leader of a
joint venture (incorporated by reference to our annual report on
Form 20-F for the year ended December 31, 2008) (File No. 1-11080).8.1
    
    Significant subsidiaries.*11.1
    
    Code of Ethics (English translation) as amended on January 24, 2011*12.1
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002.*12.2
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002.*13.1
    
    Certification under Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith.  117




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SIGNATURE
  Empresas ICA, S.A.B. de C.V.By:
    /s/        Jose Luis Guerrero AlvarezName:
    Jose Luis Guerrero AlvarezTitle:
    Chief Executive Officer  118




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS  Consolidated Financial Statements of Empresas ICA, S.A.B. de C.V. and
Subsidiaries
 Reports of Independent Registered Public Accounting Firms
    
    F-2Consolidated
Statements of Financial Position as of December 31, 2010 and 2009
    
    F-4Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008
    
    F-6Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31,
2010, 2009 and 2008
    
    F-7Consolidated
Statements of Cash Flows for the Years Ended December 31, 2010,
2009 and 2008
    
    F-9Notes to Consolidated Financial Statements
    
    F-11
 F-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm to the Board of Directors
and Stockholders of Empresas ICA, S. A. B. de C. V.
          
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Mancera, S.C.
A member practice of
Ernst & Young GlobalLuis F. Ortega 
 F-3




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##### Table of Contents



EMPRESAS ICA, S.A.B. DE C.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Thousands of Mexican pesos)
 Millions ofU.S. Dollars(ConvenienceTranslation Note 2)December 31,
    
    
    December 31,2010
    
    
    2010
    
    
    2009ASSETS:Cash and cash equivalents (Note 4)
    
    $
    240
    
    
    Ps.
    2,975,384
    
    
    Ps.
    2,677,581Restricted cash (Note 5)
    
    
    113
    
    
    
    1,401,090
    
    
    
    1,419,572Customers, net (Note 6)
    
    
    722
    
    
    
    8,936,835
    
    
    
    8,352,364Other receivables, net (Note 8)
    
    
    209
    
    
    
    2,591,106
    
    
    
    2,196,396Inventories, net (Note 9)
    
    
    66
    
    
    
    815,644
    
    
    
    685,418Real estate inventories (Note 10)
    
    
    352
    
    
    
    4,360,671
    
    
    
    2,927,050Advances to subcontractors and other
    
    
    100
    
    
    
    1,243,466
    
    
    
    1,763,746Current assets
    
    
    1,802
    
    
    
    22,324,196
    
    
    
    20,022,127Restricted cash (Note 5)
    
    
    12
    
    
    
    142,488
    
    
    
    413,514Customers, net (Note 6)
    
    
    1,135
    
    
    
    14,049,566
    
    
    
    8,941,283Non-current receivables, net
    
    
    79
    
    
    
    978,534
    
    
    
    1,002,634Real estate inventories (Note 10)
    
    
    253
    
    
    
    3,138,608
    
    
    
    2,821,949Investment in concessions, net (Note 11)
    
    
    2,100
    
    
    
    26,000,351
    
    
    
    23,012,976Property, plant and equipment, net (Note 12)
    
    
    340
    
    
    
    4,211,574
    
    
    
    4,272,580Other assets, net (Note 13)
    
    
    202
    
    
    
    2,501,893
    
    
    
    2,643,398Deferred income taxes and statutory
employee-profit sharing (Notes 20
and 24)
    
    
    133
    
    
    
    1,641,249
    
    
    
    1,614,844Non-current assets
    
    
    4,254
    
    
    
    52,664,263
    
    
    
    44,723,178Total assets
    
    $
    6,056
    
    
    Ps.
    74,988,459
    
    
    Ps.
    64,745,305
 (Continued)
  F-4




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##### Table of Contents



EMPRESAS ICA, S.A.B. DE C.V. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Thousands of Mexican pesos)
 Millions ofU.S. Dollars(ConvenienceTranslation Note 2)December 31,
    
    
    December 31,2010
    
    
    2010
    
    
    2009LIABILITIES:Notes payable (Note 14)
    
    $
    390
    
    
    Ps.
    4,826,087
    
    
    Ps.
    3,674,723Current portion of long-term debt (Note 18)
    
    
    103
    
    
    
    1,274,644
    
    
    
    657,349Trade accounts payable
    
    
    480
    
    
    
    5,939,751
    
    
    
    4,840,544Income taxes and statutory employee profit sharing
    
    
    30
    
    
    
    369,945
    
    
    
    321,531Accrued expenses and other (Note 15)
    
    
    312
    
    
    
    3,863,164
    
    
    
    4,023,059Provisions (Note 16)
    
    
    106
    
    
    
    1,309,080
    
    
    
    955,374Advances from customers
    
    
    120
    
    
    
    1,491,905
    
    
    
    2,917,237Current liabilities
    
    
    1,541
    
    
    
    19,074,576
    
    
    
    17,389,817Long-term debt (Note 18)
    
    
    2,130
    
    
    
    26,369,617
    
    
    
    18,795,449Deferred income taxes (Note 20)
    
    
    409
    
    
    
    5,068,107
    
    
    
    5,472,378Derivative financial instruments (Note 17)
    
    
    96
    
    
    
    1,194,736
    
    
    
    1,152,788Other long-term liabilities (Note 16)
    
    
    138
    
    
    
    1,707,303
    
    
    
    1,168,814Non-current liabilities
    
    
    2,773
    
    
    
    34,339,763
    
    
    
    26,589,429Total liabilities
    
    
    4,314
    
    
    
    53,414,339
    
    
    
    43,979,246Commitments and contingencies (Note 21)STOCKHOLDERS EQUITY (Note 22):Common stock
    
    
    723
    
    
    
    8,950,796
    
    
    
    8,925,990Additional paid-in capital
    
    
    572
    
    
    
    7,085,536
    
    
    
    7,024,998Reserve for repurchase of shares
    
    
    59
    
    
    
    726,789
    
    
    
    726,789Retained earnings
    
    
    141
    
    
    
    1,749,041
    
    
    
    806,810Cumulative translation effects of foreign subsidiaries
    
    
    (9
    )
    
    
    (105,225
    )
    
    
    (48,317
    )Valuation of financial instruments
    
    
    (78
    )
    
    
    (966,823
    )
    
    
    (630,569
    )Controlling interest
    
    
    1,408
    
    
    
    17,440,114
    
    
    
    16,805,701Noncontrolling interest (Note 23)
    
    
    334
    
    
    
    4,134,006
    
    
    
    3,960,358Total stockholders equity
    
    
    1,742
    
    
    
    21,574,120
    
    
    
    20,766,059Total liabilities and stockholders equity
    
    $
    6,056
    
    
    Ps.
    74,988,459
    
    
    Ps.
    64,745,305
   F-5




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##### Table of Contents



EMPRESAS ICA, S.A.B. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Mexican pesos, except per share data)
 Millions ofU.S. Dollars(ConvenienceTranslation Note 2)Year EndedDecember 31,
    
    
    Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Revenues:Construction
    
    $
    2,249
    
    
    Ps.
    27,849,781
    
    
    Ps.
    25,091,713
    
    
    Ps.
    17,234,013Real estate, concessions and other
    
    
    575
    
    
    
    7,115,483
    
    
    
    5,779,649
    
    
    
    5,517,009Total revenues
    
    
    2,824
    
    
    
    34,965,264
    
    
    
    30,871,362
    
    
    
    22,751,022Costs:Construction
    
    
    1,986
    
    
    
    24,591,557
    
    
    
    22,785,700
    
    
    
    15,904,243Real estate, concessions and other
    
    
    433
    
    
    
    5,359,892
    
    
    
    3,541,319
    
    
    
    2,969,031Total costs
    
    
    2,419
    
    
    
    29,951,449
    
    
    
    26,327,019
    
    
    
    18,873,274Gross profit
    
    
    405
    
    
    
    5,013,815
    
    
    
    4,544,343
    
    
    
    3,877,748Selling, general and administrative expenses
    
    
    202
    
    
    
    2,502,524
    
    
    
    2,098,924
    
    
    
    2,091,648Operating income
    
    
    203
    
    
    
    2,511,291
    
    
    
    2,445,419
    
    
    
    1,786,100Other expenses (income), net (Note 24)
    
    
    13
    
    
    
    163,723
    
    
    
    (687,423
    )
    
    
    (95,265
    )Comprehensive financing cost, net (Note 25):Interest expense
    
    
    103
    
    
    
    1,277,141
    
    
    
    1,032,525
    
    
    
    1,023,395Interest income
    
    
    (31
    )
    
    
    (382,534
    )
    
    
    (372,714
    )
    
    
    (395,007
    )Exchange (gain) loss, net
    
    
    (1
    )
    
    
    (8,352
    )
    
    
    105,419
    
    
    
    (115,976
    )Effects of valuation of financial instruments
    
    
    6
    
    
    
    72,709
    
    
    
    2,224
    
    
    
    28,54577
    
    
    
    958,964
    
    
    
    767,454
    
    
    
    540,957Share in (income) loss of associated companies
    
    
    (6
    )
    
    
    (79,432
    )
    
    
    114,256
    
    
    
    432,607Income before income taxes
    
    
    119
    
    
    
    1,468,036
    
    
    
    2,251,132
    
    
    
    907,801Income taxes (Note 20)
    
    
    22
    
    
    
    264,469
    
    
    
    1,367,500
    
    
    
    302,026Consolidated net income
    
    $
    97
    
    
    Ps.
    1,203,567
    
    
    Ps.
    883,632
    
    
    Ps.
    605,775Controlling interest
    
    $
    73
    
    
    Ps.
    908,819
    
    
    Ps.
    595,333
    
    
    Ps.
    394,105Noncontrolling interest
    
    
    24
    
    
    
    294,748
    
    
    
    288,299
    
    
    
    211,670Consolidated net income
    
    $
    97
    
    
    Ps.
    1,203,567
    
    
    Ps.
    883,632
    
    
    Ps.
    605,775Earnings per common share:Income of controlling interest
    
    $
    0.11
    
    
    Ps.
    1.40
    
    
    Ps.
    1.05
    
    
    Ps.
    0.79Weighted average shares outstanding (000s)
    
    
    648,183
    
    
    
    648,183
    
    
    
    565,644
    
    
    
    497,263
  F-6




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##### Table of Contents



EMPRESAS ICA, S.A.B.DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (In thousands of Mexican pesos except for share data) (Notes 22 and 23)
 Common Stock
    
    
    Additional
    
    
    Reserve forAmount
    
    
    Paid-in
    
    
    RepurchaseShares
    
    
    Value
    
    
    Restatement for Inflation
    
    
    Capital
    
    
    of SharesBalance at January 1, 2008
    
    
    498,029,907
    
    
    Ps.
    6,901,841
    
    
    Ps.
    475,882
    
    
    Ps.
    6,345,236
    
    
    Ps.
    750,531Application of earnings from prior years
    
    
    
    
    
    
    
    
    
    
    (475,882
    )
    
    
    (231,801
    )
    
    
    Decrease in noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock
    
    
    151,845
    
    
    
    1,007
    
    
    
    
    
    
    
    8,959
    
    
    
    Repurchase of shares
    
    
    (4,978,000
    )
    
    
    (68,975
    )
    
    
    
    
    
    
    
    
    
    
    (20,954
    )Effect from acquisition of noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss):Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation effects of foreign subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of valuation of derivative financial
instruments of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2008
    
    
    493,203,752
    
    
    
    6,833,873
    
    
    
    
    
    
    
    6,122,394
    
    
    
    729,577Increase in noncontrolling interest (see
Note 23)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock
    
    
    152,854,760
    
    
    
    2,097,265
    
    
    
    
    
    
    
    902,604
    
    
    
    Repurchase of shares
    
    
    (371,500
    )
    
    
    (5,148
    )
    
    
    
    
    
    
    
    
    
    
    (2,788
    )Effect from acquisition of noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of recording income tax liability as
a result of the tax reform
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss):Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation effects of foreign subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of valuation of derivative financial
instruments of subsidiaries and associated
companies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2009
    
    
    645,687,012
    
    
    
    8,925,990
    
    
    
    
    
    
    
    7,024,998
    
    
    
    726,789Decrease in noncontrolling interest (see
Note 23)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock
    
    
    3,740,874
    
    
    
    24,806
    
    
    
    
    
    
    
    60,538
    
    
    
    Effect from acquisition of noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss):Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation effects of foreign subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of valuation of derivative financial
instruments of subsidiaries and associated
companies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2010
    
    
    649,427,886
    
    
    Ps.
    8,950,796
    
    
    Ps.
    
    
    
    Ps.
    7,085,536
    
    
    Ps.
    726,789
 (Continued)
 F-7




---



##### Table of Contents



EMPRESAS ICA, S.A.B. DE C.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Years Ended December 31, 2010, 2009 and 2008
 (In thousands of Mexican pesos except for share data) (Notes 22 and 23)
 CumulativeTranslation
    
    
    
    
    
    
    Non-controllingEffects of
    
    
    Valuation of
    
    
    interest in
    
    
    TotalRetained
    
    
    Foreign
    
    
    Financial
    
    
    Consolidated
    
    
    StockholdersEarnings
    
    
    Subsidiaries
    
    
    Instruments
    
    
    Subsidiaries
    
    
    EquityBalance at January 1, 2008
    
    Ps.
    (84,992
    )
    
    Ps.
    15,072
    
    
    Ps.
    5,160
    
    
    Ps.
    3,796,992
    
    
    Ps.
    18,205,722Application of earnings from prior years
    
    
    707,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Decrease in noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (680,647
    )
    
    
    (680,647
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,966Repurchase of shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89,929
    )Effect from acquisition of noncontrolling interestDecrease in noncontrolling interest (Note 23)
    
    
    28,958
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,958Comprehensive income (loss):Net income for the year
    
    
    394,105
    
    
    
    
    
    
    
    
    
    
    
    211,670
    
    
    
    605,775Translation effects of foreign
subsidiaries
    
    
    
    
    
    
    (67,497
    )
    
    
    
    
    
    
    
    
    
    
    (67,497
    )Effect of valuation of derivative financial
instruments of subsidiaries
    
    
    
    
    
    
    
    
    
    
    (469,852
    )
    
    
    (109,422
    )
    
    
    (579,274
    )Comprehensive income (loss)
    
    
    394,105
    
    
    
    (67,497
    )
    
    
    (469,852
    )
    
    
    102,248
    
    
    
    (40,996
    )Balance at December 31, 2008
    
    
    1,045,754
    
    
    
    (52,425
    )
    
    
    (464,692
    )
    
    
    3,218,593
    
    
    
    17,433,074Increase in noncontrolling interest (see
Note 23)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456,261
    
    
    
    456,261Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,999,869Repurchase of shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,936
    )Effect from acquisition of noncontrolling
interest
    
    
    9,799
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,799Effect of recording income tax liability as
a result of the tax reform
    
    
    (844,076
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (844,076
    )Comprehensive income (loss):Net income for the year
    
    
    595,333
    
    
    
    
    
    
    
    
    
    
    
    288,299
    
    
    
    883,632Translation effects of foreign
subsidiaries
    
    
    
    
    
    
    4,108
    
    
    
    
    
    
    
    
    
    
    
    4,108Effect of valuation of derivative financial
instruments of subsidiaries and
associated companies
    
    
    
    
    
    
    
    
    
    
    (165,877
    )
    
    
    (2,795
    )
    
    
    (168,672
    )Comprehensive income (loss)
    
    
    595,333
    
    
    
    4,108
    
    
    
    (165,877
    )
    
    
    285,504
    
    
    
    719,068Balance at December 31, 2009
    
    
    806,810
    
    
    
    (48,317
    )
    
    
    (630,569
    )
    
    
    3,960,358
    
    
    
    20,766,059Decrease in noncontrolling interest (see
Note 23)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118,411
    )
    
    
    (118,411
    )Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,344Effect from acquisition of noncontrolling
interest
    
    
    33,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,412Comprehensive income (loss):Net income for the year
    
    
    908,819
    
    
    
    
    
    
    
    
    
    
    
    294,748
    
    
    
    1,203,567Translation effects of foreign
subsidiaries
    
    
    
    
    
    
    (56,908
    )
    
    
    
    
    
    
    
    
    
    
    (56,908
    )Effect of valuation of derivative financial
instruments of subsidiaries and
associated companies
    
    
    
    
    
    
    
    
    
    
    (336,254
    )
    
    
    (2,689
    )
    
    
    (338,943
    )Comprehensive income (loss)
    
    
    908,819
    
    
    
    (56,908
    )
    
    
    (336,254
    )
    
    
    292,059
    
    
    
    807,716Balance at December 31, 2010
    
    Ps.
    1,749,041
    
    
    Ps.
    (105,225
    )
    
    Ps.
    (966,823
    )
    
    Ps.
    4,134,006
    
    
    Ps.
    21,574,120
 (Concluded)
  F-8




---



##### Table of Contents



EMPRESAS ICA, S.A.B. DE C.V. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2010, 2009 and 2008
 (Indirect Method)
(Thousands of Mexican pesos)
 Millions ofU.S. Dollars(ConvenienceTranslation Note 2)Year EndedDecember 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Operating activities:Income before income taxes
    
    $
    119
    
    
    Ps.
    1,468,036
    
    
    Ps.
    2,251,132
    
    
    Ps.
    907,801Items related to investing activities:Depreciation and amortization
    
    
    133
    
    
    
    1,649,836
    
    
    
    1,273,307
    
    
    
    919,615Loss (gain) on sale of property, plant and equipment
    
    
    1
    
    
    
    6,291
    
    
    
    13,771
    
    
    
    (10,611
    )Reversal of impairment of long lived assets
    
    
    
    
    
    
    
    
    
    
    (680,554
    )
    
    
    Adjustment for valuation of long-term investment
    
    
    (1
    )
    
    
    (10,654
    )
    
    
    11,571
    
    
    
    Share in (income) loss of associated companies
    
    
    (7
    )
    
    
    (79,432
    )
    
    
    114,256
    
    
    
    432,607Items related to financing activities:Interest expense
    
    
    170
    
    
    
    2,103,627
    
    
    
    1,363,497
    
    
    
    1,201,817Unrealized exchange rate fluctuation
    
    
    (37
    )
    
    
    (460,025
    )
    
    
    (268,729
    )
    
    
    485,188Valuation of derivative financial instruments
    
    
    31
    
    
    
    384,442
    
    
    
    498,105
    
    
    
    75,333Others
    
    
    7
    
    
    
    90,786
    
    
    
    6,620
    
    
    
    416
    
    
    
    5,152,907
    
    
    
    4,582,976
    
    
    
    4,011,750Changes in operating assets and liabilities:Customers
    
    
    (569
    )
    
    
    (7,050,159
    )
    
    
    (6,579,579
    )
    
    
    (4,036,375
    )Inventories and other assets
    
    
    (10
    )
    
    
    (129,169
    )
    
    
    12,695
    
    
    
    (1,872,151
    )Real estate inventories
    
    
    (7
    )
    
    
    (87,880
    )
    
    
    (399,718
    )
    
    
    (2,062,634
    )Other receivables
    
    
    (28
    )
    
    
    (348,564
    )
    
    
    (2,391,851
    )
    
    
    409,326Trade accounts payable
    
    
    18
    
    
    
    229,669
    
    
    
    1,689,256
    
    
    
    308,793Advances from customers
    
    
    (115
    )
    
    
    (1,425,333
    )
    
    
    225,212
    
    
    
    1,754,550Income tax payments
    
    
    (36
    )
    
    
    (442,954
    )
    
    
    (272,527
    )
    
    
    Other current liabilities
    
    
    (1
    )
    
    
    (6,049
    )
    
    
    967,002
    
    
    
    (21,025
    )Net cash used in operating activities
    
    
    (332
    )
    
    
    (4,107,532
    )
    
    
    (2,166,534
    )
    
    
    (1,507,766
    )Investing activities:Investment in machinery and equipment
    
    
    (40
    )
    
    
    (492,040
    )
    
    
    (1,255,511
    )
    
    
    (1,855,176
    )Proceeds from sale of machinery and equipment
    
    
    32
    
    
    
    390,128
    
    
    
    225,342
    
    
    
    60,826Business acquisitions
    
    
    (21
    )
    
    
    (261,122
    )
    
    
    (193,668
    )
    
    
    (532,694
    )Investment in concessions and other long-term assets
    
    
    (205
    )
    
    
    (2,524,145
    )
    
    
    (2,627,807
    )
    
    
    (2,059,593
    )Dividends received
    
    
    1
    
    
    
    5,319
    
    
    
    8,140
    
    
    
    2,826Collections (grants) of loans
    
    
    7
    
    
    
    86,075
    
    
    
    (1,007,195
    )
    
    
    (164,135
    )Net cash used in investing activities
    
    
    (226
    )
    
    
    (2,795,785
    )
    
    
    (4,850,699
    )
    
    
    (4,547,946
    )Cash to be obtained from financing activities
    
    
    (558
    )
    
    
    (6,903,317
    )
    
    
    (7,017,233
    )
    
    
    (6,055,712
    )Financing activities:Proceeds from long-term debt
    
    
    1,342
    
    
    
    16,621,255
    
    
    
    8,455,842
    
    
    
    7,383,378Payments of long-term debt
    
    
    (558
    )
    
    
    (6,906,459
    )
    
    
    (2,714,444
    )
    
    
    (455,300
    )Payments under leasing agreements
    
    
    (3
    )
    
    
    (36,728
    )
    
    
    (12,587
    )
    
    
    (25,324
    )Interest paid
    
    
    (167
    )
    
    
    (2,073,881
    )
    
    
    (1,694,471
    )
    
    
    (1,127,059
    )Increase in common stock (2009 net of Ps.89,890 of
issuance expenses)
    
    
    1
    
    
    
    3,728
    
    
    
    2,979,279
    
    
    
    9,966Derivative financial instruments
    
    
    (43
    )
    
    
    (534,570
    )
    
    
    (499,630
    )
    
    
    (92,702
    )Repurchase of shares
    
    
    
    
    
    
    
    
    
    
    (7,936
    )
    
    
    (89,930
    )Decrease in noncontrolling interest
    
    
    (8
    )
    
    
    (93,502
    )
    
    
    (249,463
    )
    
    
    (660,235
    )Net cash provided by financing activities
    
    
    564
    
    
    
    6,979,843
    
    
    
    6,256,590
    
    
    
    4,942,794
  F-9




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##### Table of Contents



Millions ofU.S. Dollars(ConvenienceTranslation Note 2)Year EndedDecember 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Net increase (decrease) in cash and cash equivalents
    
    
    6
    
    
    
    76,526
    
    
    
    (760,643
    )
    
    
    (1,112,918
    )Effect of exchange rate changes on cash
    
    
    (5
    )
    
    
    (68,231
    )
    
    
    39,385
    
    
    
    (169,117
    )Cash and cash equivalents at beginning of period
(restricted cash included of Ps.1,833,086)
    
    
    364
    
    
    
    4,510,667
    
    
    
    5,231,925
    
    
    
    6,513,960Cash and cash equivalents at the end of period
(restricted cash included of Ps.1,543,578)
    
    $
    365
    
    
    Ps.
    4,518,962
    
    
    Ps.
    4,510,667
    
    
    Ps.
    5,231,925
     F-10




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##### Table of Contents



EMPRESAS ICA, S. A. B. DE C. V. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the years ended December 31, 2010, 2009 and 2008
(Thousands of Mexican pesos except as otherwise indicated, per share data and exchange rates in pesos)
 1. Activities
  Significant events
 Adoption of International Financial Reporting Standards
    Agreement for the sale of Corredor Sur
 Transferability of the Service Provision Project (PPS) of Irapuato La Piedad y Querétaro
Irapuato to RCO 
 F-11




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##### Table of Contents



Tax reform 
 Recognition of the Effects of the 2010 Tax Reform on Income Taxes
 Stockholders equity increase 
 2. Basis of Presentation and Principles of Consolidation
 a. Basis of presentation
 Normas de Información Financiera
   b. Classification of costs and expenses
  c. Income from operations
 Statement of Income
 F-12




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##### Table of Contents



d. Comprehensive income (loss)
  e. Principles of consolidation
 Interests in Joint Ventures Supplemental Standards
   Direct and IndirectOwnership PercentageSubsidiary
    
    2010
    
    2009
    
    Activity%
    
    %Sub-Holding:Constructoras ICA, S.A. de C.V. (CICASA)
    
    100
    
    100
    
    ConstructionControladora de Empresas de Vivienda, S.A. de C.V. (CONEVISA)
    
    100
    
    100
    
    Housing developmentControladora de Operaciones de Infraestructura, S.A. de C.V.
(CONOISA)
    
    100
    
    100
    
    ConcessionsOperating:Ingenieros Civiles Asociados, S.A. de C.V. (ICASA)
    
    100
    
    100
    
    Heavy and urban constructionICA Fluor Daniel, S. de R.L. de C.V. (ICAFD)
    
    51
    
    51
    
    Industrial constructionICA Panamá, S.A.
    
    100
    
    100
    
    Highway concessionsGrupo Aeroportuario del Centro Norte, S.A.B. de C. V
    
    59
    
    59
    
    Managing and operating airport concessionsConstructora Hidroeléctrica
La Yesca, S.A. de C.V.
    
    99
    
    99
    
    Construction of the La Yesca hydroelectric plant
 F-13




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##### Table of Contents



f. Acquisition of subsidiaries
   g. Translation of financial statements of foreign subsidiaries
 Effects of Inflation,
 Non-inflationary economic environment
  Inflationary economic environment
  3. Summary of Significant Accounting Policies
 a. Accounting changes
 Service Concession Agreements Construction and Manufacturing
Contracts for Certain Capital Assets Supplemental Standards Service Concession
Arrangements
 Cash and Cash
Equivalents Accounting Changes and Corrections of
Errors Statement of Cash Flows Business Acquisitions Property, Plant
and Equipment Investments in Associated Companies and Other Permanent Investments Related Parties
 F-14




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##### Table of Contents



b. Reclassifications
  c. Recognition of the effects of inflation
   d. Cash and cash equivalents and restricted cash
  e. Inventories
  f. Real estate inventories
   g. Property, plant and equipment
   UsefullivesBuildings
    
    
    20 to 50Machinery and operating equipment
    
    
    4 to 10Furniture, office equipment and vehicles
    
    
    4 to 10
 F-15




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##### Table of Contents



h. Investment in concessions
      i. Other assets
  j. Impairment of long-lived assets in use
 Impairment in the Value of Long-Lived and Their Disposal
  F-16




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##### Table of Contents



k. Business acquisition
  l. Provisions
  m. Operating cycle
  n. Accounting for construction contracts
    o. Accounting for real estate sales
  p. Sales of goods and services
  F-17




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##### Table of Contents



q. Employee benefits from termination, retirement and other
  r. Maintenance and repair expenses
  s. Statutory employee profit sharing
  t. Income taxes
  Income Taxes
 u. Tax on assets
  v. Derivative financial instruments
 i) Risk management
   F-18




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##### Table of Contents



ii) Accounting policy
    w. Concentration of credit risk
  F-19




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##### Table of Contents



x. Foreign currency transactions
  y. Basic earnings per share
  4. Cash and Cash Equivalents
 December 31,2010
    
    
    2009Cash
    
    Ps.
    879,872
    
    
    Ps.
    890,318Cash equivalents
    
    
    2,095,512
    
    
    
    1,787,263Ps.
    2,975,384
    
    
    Ps.
    2,677,581
  5. Restricted Cash
 December 31,2010
    
    
    2009Restricted cash and cash equivalents
    
    Ps.
    1,543,578
    
    
    Ps.
    1,833,086Non-current
    
    
    (142,488
    )
    
    
    (413,514
    )Current
    
    Ps.
    1,401,090
    
    
    Ps.
    1,419,572
  F-20




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##### Table of Contents



6. Customers
  December 31,2010
    
    
    2009Trade accounts receivable (at December 31, 2010 and 2009, includes
allowance for doubtful accounts for Ps.233 million and Ps.69 million,
respectively)
    
    Ps.
    967,401
    
    
    Ps.
    774,609Contract receivables
    
    
    1,605,713
    
    
    
    3,375,764Cost and estimated earnings in excess of billings on uncompleted contracts
    
    
    6,363,721
    
    
    
    4,201,991Ps.
    8,936,835
    
    
    Ps.
    8,352,364
 Contract Receivables
  December 31,2010
    
    
    2009Billings on contracts (1)
    
    Ps.
    14,364,905
    
    
    Ps.
    10,797,440Guarantee deposits
    
    
    75,005
    
    
    
    136,271Less: advanced payments received on contracts
    
    
    (2,409
    )
    
    
    14,437,501
    
    
    
    10,933,711Less: allowance for doubtful accounts
    
    
    (421,016
    )
    
    
    (275,447
    )14,016,485
    
    
    
    10,658,264Less: Long-term contract receivables (3) (4)
    
    
    (12,410,772
    )
    
    
    (7,282,500
    )Current contract receivables
    
    Ps.
    1,605,713
    
    
    Ps.
    3,375,764
  December 31,2010
    
    
    2009Trade receivables (2)
    
    Ps.
    233,480
    
    
    Ps.
    69,109Contract receivables
    
    
    421,016
    
    
    
    275,447Ps.
    654,496
    
    
    Ps.
    344,556
 
 (1)
    
    At December 31, 2010 and 2009, there were retentions on billings on contracts for Ps.83 million and Ps.117 million, respectively.(2)
    
    In 2010, GACN increased its allowance for doubtful accounts by Ps.174 million, of which Ps.143 million have been recorded
for the suspension of operations of Grupo Mexicana. This allowance includes Ps. 133 million of the Airport Usage Rate (TUA),
Ps.7 million of airport services, and Ps.3 million of other services. Cost and Estimated Earnings in Excess of Billings on Uncompleted Contracts
 December 31,2010
    
    
    2009Costs incurred on uncompleted contracts
    
    Ps.
    61,603,558
    
    
    Ps.
    53,654,453Estimated earnings
    
    
    2,591,957
    
    
    
    3,608,898Recognized revenues
    
    
    64,195,515
    
    
    
    57,263,351Less: billings to date
    
    
    (56,193,000
    )
    
    
    (51,402,577
    )Total cost and estimated earnings in excess of billings on uncompleted contracts
    
    
    8,002,515
    
    
    
    5,860,774Less: Non-current cost and estimated earnings in excess of billings on
uncompleted contracts (3) (4)
    
    
    (1,638,794
    )
    
    
    (1,658,783
    )Current portion of costs and estimated earnings in excess of billings on
uncompleted contracts
    
    Ps.
    6,363,721
    
    
    Ps.
    4,201,991
 
 (3)
    
    As of December 31, 2010 and 2009, the non-current balance of
Customers includes Ps.9,503 million and Ps.6,125 million,
respectively, due from the La Yesca Hydroelectric Project, which
such balance is composed of both contract receivables and costs
and estimated earnings in excess of billings. In conformity with
the financed public works mixed-price contract executed with the
Comisión Federal de Electricidad(CFE), the consideration will
be settled in one lump sum upon completion of the F-21




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##### Table of Contents



construction,
which is expected to occur in 2012. The contract receivables and
the cost and estimated earnings in excess of billings on
uncompleted contracts bear annual interest at an average 5.24%
rate.(4)
    
    As of December 31, 2010 and 2009, the non-current balance of
Customers includes Ps.4,117 million and Ps.2,522 million (of both
contract receivables and costs and estimated earnings in excess of
billings), respectively, of Viabilis Infraestructura, S.A.P.I, de
C.V., a subsidiary of ICA, which has executed a contract for the
construction of Río de los Remedios- Ecatepec Highway with Sistema
de Autopistas, Aeropuertos, Servicios Conexos y Auxiliares del
Estado de México (SAASCAEM). The payment and the return on
investment, as well as the total financing and investment
settlement guarantee, will be based on toll revenue made by the
trust created for such purposes. Collection will be made at the
time the investment plus an internal rate of return of 10% is
earned, which is expected to be within an estimated 30-year
term.  December 31,2010
    
    
    2009
    
    
    2008Beginning balance
    
    Ps.
    344,556
    
    
    Ps.
    545,758
    
    
    Ps.
    467,819Increase of the period
    
    
    350,187
    
    
    
    70,449
    
    
    
    154,176Reversals due to subsequent collection and write-off of bad debts
    
    
    (40,247
    )
    
    
    (271,651
    )
    
    
    (76,237
    )Ending balance
    
    Ps.
    654,496
    
    
    Ps.
    344,556
    
    
    Ps.
    545,758
 7. Construction Backlog
  Construction SegmentCivil
    
    
    Industrial
    
    
    Rodio-Kronsa
    
    
    TotalBalance at January 1, 2008
    
    Ps.
    19,897,839
    
    
    Ps.
    4,243,505
    
    
    Ps.
    729,127
    
    
    Ps.
    24,870,471New contracts and changes 2008
    
    
    27,389,641
    
    
    
    2,983,136
    
    
    
    1,513,479
    
    
    
    31,886,256Less: construction revenue earned 2008
    
    
    11,402,252
    
    
    
    4,151,970
    
    
    
    1,679,791
    
    
    
    17,234,013Balance at December 31, 2008
    
    
    35,885,228
    
    
    
    3,074,671
    
    
    
    562,815
    
    
    
    39,522,714New contracts and changes 2009
    
    
    11,731,715
    
    
    
    7,218,725
    
    
    
    1,351,686
    
    
    
    20,302,126Less: construction revenue earned 2009
    
    
    19,603,797
    
    
    
    3,973,542
    
    
    
    1,514,374
    
    
    
    25,091,713Balance at December 31, 2009
    
    
    28,013,146
    
    
    
    6,319,854
    
    
    
    400,127
    
    
    
    34,733,127New contracts and changes 2010
    
    
    20,210,154
    
    
    
    6,536,735
    
    
    
    1,343,549
    
    
    
    28,090,438Less: construction revenue earned 2010
    
    
    22,142,600
    
    
    
    4,401,358
    
    
    
    1,305,823
    
    
    
    27,849,781Balance at December 31, 2010
    
    Ps.
    26,080,700
    
    
    Ps.
    8,455,231
    
    
    Ps.
    437,853
    
    
    Ps.
    34,973,784
  8. Other Receivables
  December 31,2010
    
    
    2009Amounts receivable from related parties
    
    Ps.
    792,195
    
    
    Ps.
    769,650Financial assets from investment in concessions (Note 11)
    
    
    274,940
    
    
    
    93,701Recoverable income and value-added taxes
    
    
    1,028,856
    
    
    
    551,753Notes receivable
    
    
    73,310
    
    
    
    74,420Guarantee deposits
    
    
    117,980
    
    
    
    97,452Other (1)
    
    
    303,825
    
    
    
    609,420Ps.
    2,591,106
    
    
    Ps.
    2,196,396
 
 (1)
    
    Net of allowance for doubtful accounts for Ps.39 million and Ps.34 million in 2010 and 2009, respectively. F-22




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##### Table of Contents



9. Inventories
  December 31,2010
    
    
    2009Materials, spare parts and other
    
    Ps.
    817,285
    
    
    Ps.
    692,826Merchandise in-transit
    
    
    9,153
    
    
    
    19,560Allowance for obsolete inventories
    
    
    (10,794
    )
    
    
    (26,968
    )Ps.
    815,644
    
    
    Ps.
    685,418
  December 31,2010
    
    
    2009
    
    
    2008Beginning balance
    
    Ps.
    26,968
    
    
    Ps.
    35,893
    
    
    Ps.
    55,728Increase of the period
    
    
    
    
    
    
    
    
    
    
    9,669Uses
    
    
    (16,174
    )
    
    
    (8,925
    )
    
    
    (29,504
    )Ending balance
    
    Ps.
    10,794
    
    
    Ps.
    26,968
    
    
    Ps.
    35,893
 10. Real Estate Inventories
  December 31,2010
    
    
    2009Land held for sale
    
    Ps.
    718,211
    
    
    Ps.
    1,006,109Land held for future development
    
    
    1,130,322
    
    
    
    1,301,001Land under development
    
    
    1,365,039
    
    
    
    339,534Real estate under construction
    
    
    3,094,535
    
    
    
    2,812,300Real estate held for sale
    
    
    1,172,986
    
    
    
    203,914Advances to subcontractors
    
    
    18,186
    
    
    
    86,1417,499,279
    
    
    
    5,748,999Long-term
    
    
    (3,138,608
    )
    
    
    (2,821,949
    )Ps.
    4,360,671
    
    
    Ps.
    2,927,050
   F-23




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##### Table of Contents



11. Investment in Concessions
  Financial asset:
 OwnershipDate of
    
    
    Percentage
    
    
    Balance as of December 31,Description of Project
    
    Concession Agreement
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Water treatment plant in Cd. Acuña (4)
    
    September 1998
    
    
    100
    %
    
    
    100
    %
    
    Ps.
    267,485
    
    
    Ps.
    262,050Irapuato  La Piedad Highway (1)
    
    August 2005
    
    
    100
    %
    
    
    100
    %
    
    
    617,058
    
    
    
    617,057Querétaro  Irapuato Highway(1)
    
    June 2006
    
    
    100
    %
    
    
    100
    %
    
    
    542,376
    
    
    
    476,601Nuevo Necaxa  Tihuatlán Highway (1) (2)
    
    June 2007
    
    
    50
    %
    
    
    50
    %
    
    
    1,268,199
    
    
    
    557,308Río Verde  Cd. Valles Highway (1)
    
    July 2007
    
    
    100
    %
    
    
    100
    %
    
    
    1,428,399
    
    
    
    980,304Acueducto II Querétaro  Water supply (1) (2)(3)
    
    May  2007
    
    
    42
    %
    
    
    42
    %
    
    
    534,421
    
    
    
    528,551Acueducto San Luis Potosí  El Realito(1) (2)
    
    July 2009
    
    
    51
    %
    
    
    51
    %
    
    
    3,785
    
    
    
    756Autopista Mitla Tehuantepec (1)
    
    Jun 2010
    
    
    100
    %
    
    
    
    
    
    
    590
    
    
    
    4,662,313
    
    
    
    3,422,627Intangible asset:OwnershipDate of
    
    Percentage
    
    Balance as of December 31,Description of Project
    
    Concession Agreement
    
    2010
    
    2009
    
    2010
    
    2009Grupo Aeroportuario del Centro Norte
    
    November 1998
    
    
    59
    %
    
    
    59
    %
    
    
    7,015,587
    
    
    
    6,973,450Corredor Sur in Panamá
    
    August 1996
    
    
    100
    %
    
    
    100
    %
    
    
    2,007,155
    
    
    
    2,178,896Acapulco Tunnel
    
    May 1994
    
    
    100
    %
    
    
    100
    %
    
    
    1,278,722
    
    
    
    1,311,549Irapuato  La Piedad Highway (1)
    
    August 2005
    
    
    100
    %
    
    
    100
    %
    
    
    96,484
    
    
    
    101,237Querétaro  Irapuato Highway (1)
    
    June 2006
    
    
    100
    %
    
    
    100
    %
    
    
    2,063,455
    
    
    
    1,405,870Kantunil  Cancun Highway
    
    October 1990
    
    
    100
    %
    
    
    100
    %
    
    
    2,558,081
    
    
    
    2,717,641Nuevo Necaxa  Tihuatlán Highway (1) (2)
    
    June 2007
    
    
    50
    %
    
    
    50
    %
    
    
    536,785
    
    
    
    232,118Rio Verde  Cd. Valles Highway (1)
    
    July 2007
    
    
    100
    %
    
    
    100
    %
    
    
    773,382
    
    
    
    461,612Parking lots  Perú (2)
    
    September 2008
    
    
    50
    %
    
    
    50
    %
    
    
    75,627
    
    
    
    13,544Acueducto II Querétaro  Water supply (1) (2) (3)
    
    May 2007
    
    
    42
    %
    
    
    42
    %
    
    
    607,258
    
    
    
    379,068Water treatment plant in Cd. Acuña(4)
    
    September 1998
    
    
    100
    %
    
    
    100
    %
    
    
    39,723
    
    
    
    42,704Libramiento La Piedad
    
    January 2009
    
    
    100
    %
    
    
    100
    %
    
    
    968,077
    
    
    
    361,210Acueducto San Luis Potosí  El Realito (1) (2)
    
    July 2009
    
    
    51
    %
    
    
    51
    %
    
    
    2,028
    
    
    
    430Autopista Mitla Tehuantepec (1)
    
    Jun 2010
    
    
    100
    %
    
    
    
    
    
    
    114
    
    
    
    Planta de Tratamiento de Agua Prieta(2)
    
    September 2009
    
    
    50
    %
    
    
    50
    %
    
    
    1,213
    
    
    
    18,023,691
    
    
    
    16,179,329Investment in associated companies:OwnershipDate of
    
    
    Percentage
    
    
    Balance as of December 31,Investment
    
    Concession Agreement
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Red de
Carreteras de
Occidente,
S.A.P.I.B. de C.V.
    
    October 2007
    
    
    13.63
    %
    
    
    13.63
    %
    
    
    2,530,638
    
    
    
    2,783,937Proactiva Medio
Ambiente México,
S.A. de C.V.
    
    Various
    
    
    49.00
    %
    
    
    49.00
    %
    
    
    613,275
    
    
    
    577,241Autopistas
Concesionadas del
Altiplano, S.A. de
C.V. (5)
    
    September 1991
    
    
    19.38
    %
    
    
    19.38
    %
    
    
    146,127
    
    
    
    31,822Others
    
    Various
    
    
    
    
    
    
    
    
    
    
    24,307
    
    
    
    18,0203,314,347
    
    
    
    3,411,020Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ps.
    26,000,351
    
    
    Ps
    .23,012,976
 
 (1)
    
    Combination of both financial and intangible assets.(2)
    
    Proportionately consolidated.(3)
    
    Includes 5% indirect participation.(4)
    
    During 2009, partially renegotiated which such portion represents an intangible asset.(5)
    
    In December 2010, this associated company sold its concession asset obtaining a profit
of Ps.609 million, of which Ps.120 million belongs to the Company. F-24




---



##### Table of Contents



b)
    
    An analysis of the concessions classified as intangible assets is as follows:
 Airport Concessions
  December 31,Rights to use airport facilities
    
    2010
    
    
    2009Runways, taxiways, platforms
    
    Ps.
    1,528,878
    
    
    Ps.
    1,528,878Buildings
    
    
    1,002,794
    
    
    
    1,002,794Infrastructure work
    
    
    349,935
    
    
    
    349,935Land
    
    
    2,043,447
    
    
    
    2,043,4474,925,054
    
    
    
    4,925,054Accumulated depreciation
    
    
    (1,302,128
    )
    
    
    (1,176,293
    )3,622,926
    
    
    
    3,748,761Airport concessions
    
    
    624,160
    
    
    
    624,160Accumulated amortization
    
    
    (195,492
    )
    
    
    (177,720
    )428,668
    
    
    
    446,440Improvements in concessioned assets
    
    
    3,774,762
    
    
    
    3,398,618Accumulated amortization
    
    
    (1,118,457
    )
    
    
    (855,927
    )2,656,305
    
    
    
    2,542,691Construction of concessioned assets in-progress
    
    
    307,688
    
    
    
    235,5587,015,587
    
    
    
    6,973,450
 Highways and Tunnel
 December 31,2010
    
    
    2009Projects completed and in operation:Construction cost
    
    
    8,016,655
    
    
    
    7,993,280Total financing cost
    
    
    316,930
    
    
    
    336,624Amortization
    
    
    (1,842,217
    )
    
    
    (1,528,757
    )Allowance for impairment
    
    
    (435,576
    )
    
    
    (435,576
    )6,055,792
    
    
    
    6,365,571Construction in-progress:Construction cost
    
    
    4,952,312
    
    
    
    2,840,30811,008,104
    
    
    
    9,205,879Ps.
    18,023,691
    
    
    Ps.
    16,179,329
 c)
    
    Below is a description of the primary concessions held by the subsidiaries of the
Company. Upon expiration of the concessions, the infrastructure and any related works will
revert to the state or government in operating condition. Each concession requires
compliance with various contract terms and obligations. As of December 31, 2010 and 2009,
the companies were in compliance with such obligations.
 Grupo Aeroportuario Centro Norte
  F-25




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##### Table of Contents



Year
    
    Amount2011
    
    Ps.
    536,2902012
    
    
    473,8002013
    
    
    726,2452014
    
    
    683,0802015
    
    
    325,798Ps.
    2,745,213
  Corredor Sur- Highway
    Acapulco Tunnel (TUCA)
      F-26




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##### Table of Contents



Irapuato  La Piedad (CONIPSA)
   Querétaro  Irapuato (COVIQSA)
   Nuevo Necaxa  Tihuatlán (AUNETI)
   Río Verde  Ciudad Valles (RVCV)
   F-27




---



##### Table of Contents



Acueducto II Water System in Queretaro (SAQSA)
   Kantunil- Cancún- Highway
 Business Acquisitions
   Libramiento La Piedad- Highway (LIPSA)
  Mitla Tehuantepec- Highway
  El Realito- Aqueduct
 Comisión Estatal del Agua
 Agua Prieta- Waste Water Treatment Plant
 Comisión Estatal del Agua
 F-28




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##### Table of Contents



d)
    
    Investments in concessions through associated companies are as follows:
 Red de Carreteras de Occidente (RCO)  Highway
   December 31,Statement of financial position:
    
    2010
    
    2009(1)Current assets
    
    Ps
    . 1,594,383
    
    
    Ps
    . 2,200,935Investment in concession
    
    
    44,973,580
    
    
    
    44,825,682Other non-current assets
    
    
    2,992,391
    
    
    
    2,432,800Current liabilities
    
    
    (508,371
    )
    
    
    (651,448
    )Long-term debt
    
    
    (27,945,777
    )
    
    
    (27,181,002
    )Other non-current liabilities
    
    
    (2,534,959
    )
    
    
    (1,196,891
    )Stockholders equity
    
    
    (18,571,247
    )
    
    
    (20,430,076
    )
 Year Ended December 31Statement of operations:
    
    2010
    
    2009
    
    2008Revenues
    
    Ps.
    4,135,987
    
    
    Ps.
    4,309,340
    
    
    Ps.
    2,888,276Operating income
    
    
    1,496,849
    
    
    
    1,549,541
    
    
    
    1,574,463Net loss
    
    
    (660,520
    )
    
    
    (160,080
    )
    
    
    (2,282,552
    )
 
 (1)
    
    RCO Administration made certain reclassifications to the 2009 financial statements to
conform to the presentation used in 2010.    F-29




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##### Table of Contents



Proactiva Medio Ambiente México (PMA)
   December 31,Statement of financial position:
    
    2010
    
    2009(1)Current assets
    
    Ps.
    1,364,445
    
    
    Ps.
    803,915Investment in concession
    
    
    838,226
    
    
    
    863,926Other non-current assets
    
    
    167,773
    
    
    
    233,591Current liabilities
    
    
    (876,286
    )
    
    
    (502,934
    )Long-term debt
    
    
    (246,651
    )
    
    
    (144,835
    )Other non-current liabilities
    
    
    (61,309
    )
    
    
    (181,184
    )Stockholders equity
    
    
    (1,186,198
    )
    
    
    (1,072,479
    )
 Year Ended December 31,Statement of operations:
    
    2010
    
    2009
    
    2008Revenues
    
    Ps.
    1,410,825
    
    
    Ps.
    1,237,632
    
    
    Ps.
    1,180,182Operating income
    
    
    172,453
    
    
    
    170,559
    
    
    
    175,247Net income
    
    
    116,284
    
    
    
    152,102
    
    
    
    116,267
 
 (1)
    
    PMA Administration made certain reclassifications to the 2009 financial statements to
conform to the presentation used in 2010.  Autopistas Concesionadas del Altiplano, S.A. de C.V. (AUCAL)
   December 31,Statements of financial position:
    
    2010
    
    2009Current assets
    
    Ps.
    824,115
    
    
    Ps.
    153,263Non-current assets
    
    
    57,275
    
    
    
    170,617Current liabilities
    
    
    130,785
    
    
    
    75,580Non- current liabilities
    
    
    
    
    
    
    79,812Stockholders equity
    
    
    750,605
    
    
    
    168,488
 F-30




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##### Table of Contents



Year Ended December 31,Statements of operations:
    
    2010
    
    2009
    
    2008Revenues
    
    Ps.
    104,748
    
    
    Ps.
    109,253
    
    
    Ps.
    109,183Operating income
    
    
    61,526
    
    
    
    50,271
    
    
    
    49,348Net income
    
    
    609,566
    
    
    
    31,915
    
    
    
    30,213
 Atotonilco- Waste Water Treatment Plant
  12. Property, Plant and Equipment
  December 31,2010
    
    
    2009Land
    
    Ps.
    2,030,408
    
    
    Ps.
    1,905,473Buildings
    
    
    1,001,661
    
    
    
    692,126Machinery and operating equipment
    
    
    2,572,288
    
    
    
    2,568,441Furniture, office equipment and vehicles
    
    
    594,165
    
    
    
    578,049Accumulated depreciation
    
    
    (2,194,627
    )
    
    
    (2,120,979
    )4,003,895
    
    
    
    3,623,110Machinery and equipment under lease
    
    
    137,839
    
    
    
    97,378Accumulated depreciation
    
    
    (69,831
    )
    
    
    (53,847
    )4,071,903
    
    
    
    3,666,641Construction in-process
    
    
    62,382
    
    
    
    308,287Machinery and equipment in-transit
    
    
    77,289
    
    
    
    297,652Ps.
    4,211,574
    
    
    Ps.
    4,272,580
 13. Other Assets
  December 31,2010
    
    
    2009Other expenses related to uncompleted contracts, net (2)
    
    Ps.
    488,462
    
    
    Ps.
    581,652Deferred loss on derivative financial instruments (1)
    
    
    458,163
    
    
    
    558,743Commissions and other financing costs (2) (3)
    
    
    758,157
    
    
    
    717,202Goodwill
    
    
    71,152
    
    
    
    34,339Derivative financial instruments (see Note 17)
    
    
    44,574
    
    
    
    103,738Insurance and bonding
    
    
    172,985
    
    
    
    236,257Investment in associated companies
    
    
    120,022
    
    
    
    82,953Other
    
    
    388,378
    
    
    
    328,514Ps.
    2,501,893
    
    
    Ps.
    2,643,398
 
 (1)
    
    This amount represents losses on derivative financial instruments entered into for the
La Yesca and AUNETI construction projects which, at December 31, 2010, totaled Ps.93
million and Ps.365 million, respectively, and at December 31, 2009, totaled Ps.388
million and Ps.171 million, respectively. The fluctuations in the fair value would
generally form part of comprehensive financing cost. However, because these projects are
still in the construction phase, MFRS permits the capitalization of comprehensive
financing cost into project costs, which include these market-to-market adjustments (see
Note 17). F-31




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##### Table of Contents



(2)
    
    Net of accumulated amounts recognized in results (through percentage of completion)
of Ps.901 million and Ps.430 million with respect to expenses related to uncompleted
contracts and accumulated amortization of Ps.558 million and Ps.320 million with respect
to commissions and other financing costs, at December 31, 2010 and 2009, respectively.(3)
    
    Includes Ps.150 million in placement fees and discounts arising from an exchange of
debt that is not substantially different from the original loan contract (see Notes 18
and 31). 14. Notes Payable
  December 31,2010
    
    
    2009Notes payable to banks(1)
    
    Ps.
    3,235,066
    
    
    Ps.
    2,899,732Notes payable to banks denominated in U.S. dollars (2)
    
    
    1,021,355
    
    
    
    774,965Other denominations (mainly Euros)
    
    
    569,666
    
    
    
    26Ps.
    4,826,087
    
    
    Ps.
    3,674,723
    (1)
    
    Includes Ps.119 million and Ps.94 million of accrued interest as of December 2010 and 2009,
respectively.
 (2)
    
    Includes Ps.22 million and Ps.16 million of accrued interest as of December 31, 2010 and
2009, respectively.
 15. Accrued Expenses and Other
  December 31,2010
    
    
    2009Accrued operating expenses
    
    Ps.
    1,739,685
    
    
    Ps.
    1,913,546Services and other
    
    
    1,271,260
    
    
    
    1,462,644Accounts payable due to related parties
    
    
    467,143
    
    
    
    334,862Freight carriers and others
    
    
    74,197
    
    
    
    85,444Taxes other than income tax
    
    
    310,879
    
    
    
    226,563Ps.
    3,863,164
    
    
    Ps.
    4,023,059
 16. Provisions
  a)
    
    Current:
 ProvisionDecember 31,
    
    
    
    
    
    
    Used and
    
    
    
    
    
    
    December 31,2009
    
    
    Additions
    
    
    Transfers
    
    
    Reversals
    
    
    2010Costs expected to
be incurred at the end
of the project
    
    Ps.
    448,829
    
    
    Ps.
    291,618
    
    
    Ps.
    (41,740
    )
    
    Ps.
    (18,251
    )
    
    Ps.
    680,456Machinery leasing
    
    
    357,266
    
    
    
    1,441,562
    
    
    
    (1,299,164
    )
    
    
    (23,634
    )
    
    
    476,030Estimated contract loss
    
    
    12,854
    
    
    
    
    
    
    
    (9,707
    )
    
    
    
    
    
    
    3,147Claims
    
    
    16,039
    
    
    
    177
    
    
    
    (3,082
    )
    
    
    
    
    
    
    13,134Contingencies and
warranty reserves for
construction contracts
(ICAFD)
    
    
    120,386
    
    
    
    68,949
    
    
    
    (53,022
    )
    
    
    
    
    
    
    136,313Ps.
    955,374
    
    
    Ps.
    1,802,306
    
    
    Ps.
    (1,406,715
    )
    
    Ps.
    (41,885
    )
    
    Ps.
    1,309,080
 F-32




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##### Table of Contents



ProvisionDecember 31,
    
    
    
    
    
    
    Used and
    
    
    
    
    
    
    December 31,2008
    
    
    Additions
    
    
    Transfers
    
    
    Reversals
    
    
    2009Current provisions
    
    Ps.
    633,810
    
    
    Ps.
    1,445,597
    
    
    Ps.
    (1,010,786
    )
    
    Ps.
    (113,247
    )
    
    Ps.
    955,374
 ProvisionDecember 31,
    
    
    
    
    
    
    Used and
    
    
    
    
    
    
    December 31,2007
    
    
    Additions
    
    
    Transfers
    
    
    Reversals
    
    
    2008Current provisions
    
    Ps.
    395,651
    
    
    Ps.
    386,674
    
    
    Ps
    (100,682
    )
    
    Ps.
    (47,833
    )
    
    Ps.
    633,810
 F-33




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##### Table of Contents



b)
    
    Other long-term:
  December 31,
    
    
    
    
    
    
    Provision
    
    
    December 31,2009
    
    
    Additions
    
    
    Used
    
    
    2010Contingencies and warranty reserves for construction
contracts
    
    Ps.
    23,542
    
    
    Ps
    .155,190
    (1)
    
    Ps
    . (33,492
    )
    
    Ps.
    145,240
 December 31,
    
    
    
    
    
    
    Provision
    
    
    December 31,2008
    
    
    Additions
    
    
    Used
    
    
    2009Contingencies and warranty reserves for construction contracts
    
    Ps.
    37,658
    
    
    Ps.
    
    
    
    Ps.
    (14,116
    )
    
    Ps.
    23,542
 December 31,
    
    
    
    
    
    
    Provision
    
    
    December 31,2007
    
    
    Additions
    
    
    Used
    
    
    2008Contingencies and warranty reserves for construction contracts
    
    Ps.
    39,065
    
    
    Ps.
    11,991
    
    
    Ps.
    (13,398
    )
    
    Ps.
    37,658
 
 (1)
    
    Ps.48 million relate to the incorporation of Los Portales.   17. Derivative Financial Instruments
  a) Interest rate swaps
    Notional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value (thousands of(thousands of
    
    Contracting
    
    Maturity
    
    
    
    
    
    
    
    
    
    Mexican pesos)Project
    
    Mexican pesos)
    
    date
    
    date
    
    Rate received
    
    Rate paid
    
    2010
    
    2009HedgingRCO (1)
    
    
    15,070,000
    
    
    Oct.07 / Mar.08
    
    Dec 30, 23
    
    TIIE28d (4.96%)
    
    
    8.52
    %
    
    
    (170,867
    )
    
    
    (51,808
    )RCO (1)
    
    
    11,365,000
    
    
    Oct.07 / Dec.07
    
    Dec 30, 23
    
    TIIE28d (4.96%)
    
    4.33% + UDI
    
    
    (155,586
    )
    
    
    (111,658
    )RVCV
    
    
    2,550,000
    
    
    Dec 3,08
    
    Dec 28, 15
    
    TIIE28d (4.88%)
    
    
    9.66
    %
    
    
    (310,152
    )
    
    
    (223,089
    )AUNETI (1)
    
    
    5,510,000
    
    
    Jun 11, 08
    
    Dec 06, 27
    
    TIIE28d (4.88%)
    
    
    9.66
    %
    
    
    (365,873
    )
    
    
    (170,992
    )COVIQSA
    
    
    1,096,711
    
    
    Nov 30, 07
    
    Nov 27, 12
    
    TIIE91d (4.95%)
    
    
    8.00
    %
    
    
    (11,634
    )
    
    
    (43,297
    )LIPSA
    
    
    320,700
    
    
    Jan 27, 10
    
    May 25, 20
    
    TIIE28d (4.88%)
    
    
    8.59
    %
    
    
    (64,052
    )
    
    
    AEROINVEST
    
    
    194,000
    
    
    Feb 5, 10
    
    Dec 16, 11
    
    TIIE91d (4.95%)
    
    
    6.40
    %
    
    
    (2,380
    )
    
    
    
 Rate received
   F-34




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##### Table of Contents



AUNETI
   COVIQSA
  RCO
  RCO
   F-35




---



##### Table of Contents



LIPSA
   AEROINVEST
  b) Interest rate options
   Fair valueNotional
    
    
    
    
    
    
    
    
    
    
    
    (thousands(thousands of
    
    
    
    
    
    
    
    
    
    
    
    of MexicanMexican
    
    Contracting
    
    Maturity
    
    
    
    
    
    
    
    pesos)Project
    
    pesos)
    
    date
    
    date
    
    Rate received
    
    Rate paid
    
    2010
    
    2009HedgingTUCA
(CAP)
    
    
    1,250,000
    
    
    Jul 01, 08
    
    Dec 30, 14
    
    TIIE91d (4.95%)
    
    
    11.00
    %
    
    
    2,473
    
    
    
    15,754La YESCA
(CAP)
    
    USD 703,612
    
    Feb 01, 08 (renewal)
    
    Jun 01, 12
    
    LIBOR1M (0.26%)
    
    
    4.50
    %
    
    
    685
    
    
    
    36,382La YESCA
(FLOOR)
    
    USD 703,612
    
    Feb 01, 08
    
    Jun 01, 12
    
    LIBOR1M (0.26%)
    
    
    2.95
    %
    
    
    (275,919
    )
    
    
    (363,886
    )Notional
    
    
    
    
    
    Fair value(thousands
    
    
    
    
    
    (thousands ofof Mexican
    
    Contracting
    
    Maturity
    
    Mexican pesos)Project
    
    pesos)
    
    date
    
    date
    
    Rate received
    
    Rate paid
    
    2010
    
    2009TradingCONIPSA
(CAP)
    
    
    522,000
    
    
    Aug 26, 09
    
    Aug 29, 11
    
    TIIE91d (4.95%)
    
    
    8.50
    %
    
    
    
    
    
    
    741CONIPSA
(CAP)
    
    
    490,100
    
    
    Aug 26, 10
    
    Aug 27, 12
    
    TIIE91d (4.95%)
    
    
    7.50
    %
    
    
    136
    
    
    
    SAQSA
(CAP)
    
    
    1,700,018
    
    
    Jan 08, 08
    
    Jan 20, 11
    
    TIIE28d (4.88%)
    
    
    9.00
    %
    
    
    
    
    
    
    61SAQSA
(CAP)
    
    
    1,450,000
    
    
    Oct 20, 10
    
    Jul 20, 12
    
    TIIE28d (4.88%)
    
    
    6.50
    %
    
    
    543
    
    
    
    
  Rate received
 F-36




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##### Table of Contents



La YESCA
   c) Exchange rate instruments, FX swaps and options
  Notional
    
    
    
    
    
    
    
    
    
    
    
    Fair Value (thousands of(thousands of Mexican
    
    Contracting
    
    Maturity
    
    Year
    
    Mexican pesos)Project
    
    pesos)
    
    date
    
    date
    
    Ref.
    
    Level
    
    2010
    
    2009HedgingTúnel Río de la
Compañía (CCS)
    
    91,215 / EUR 5,835
    
    Dec 24, 07
    
    Jun 24, 15
    
    Pesos/EUR
    
    
    15.63
    
    
    
    1,343
    
    
    
    13,419Interest on notional amount
    
    
    
    
    
    EURLIBOR 6M (1.227%)
    
    
    7.77
    %La YESCA
(FX FWD)
    
    USD 71,700
    
    Jul 09, 10
    
    Jul 06, 12
    
    Pesos/USD
    
    
    11.350
    
    
    
    (85,533
    )
    
    
    (281,531
    )AHMSA
    
    USD 30,600
    
    May 20,10
    
    Aug 11,11(2)
    
    Pesos/USD
    
    
    13.6309
    
    
    
    19,091
    
    
    
    USD 10,000
    
    Nov 26,10
    
    Oct 13, 11
    
    
    
    
    12.6531
    (1)Túnel Emisor
Oriente
    
    Ps.295,922 (EUR 17,944)
    
    Jul 28, 10
    
    Dec 30, 14 (2)
    
    Pesos/EUR
    
    
    16.49
    
    
    
    (19,362
    )
    
    
    Interest on notional amount
    
    
    
    
    
    EURIBOR 6M (1.227%)
    
    
    4.80
    %Túnel Emisor
Oriente (EUR Put)
    
    EUR 18,240
    
    Jul 28, 10
    
    Dec 30,14
    
    Pesos/ EUR
    
    
    15.20
    
    
    
    3,541
    
    
    
    Túnel Emisor
Oriente (CCS)
    
    460,381 (EUR 26,596)
    
    Oct 22,10
    
    Jun 17,19
    
    Pesos/ EUR
    
    
    17.31
    
    
    
    (9,190
    )
    
    
    Interest on notional amount
    
    
    
    
    
    EURIBOR 6M (1.227%)
    
    
    6.99
    %
 
 (1)
    
    Price weighted by the amount of the FX forward.(2)
    
    The dates indicate the year of the last FX forward.  F-37




---



##### Table of Contents



LA YESCA
      Altos Hornos de México (AHMSA) (ICAFD project)
   Túnel Emisor Oriente
  F-38




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##### Table of Contents



18. Long-Term Debt
  December 31,2010
    
    
    2009Payable in U.S. dollars:Secured bond, with a fixed
annual interest rate of 6.95%
and maturity in 2025, to
refinance the debt contracted
for Corredor Sur, which is
guaranteed by toll revenues.
    
    Ps.
    1,764,641
    
    
    Ps.
    1,898,443Syndicated loan of up to U.S.$910 million for the
construction of the La Yesca Hydroelectric
Project, maturing in the second quarter of 2012.
To date, U.S.$586.3 million has been used. The
contracted rate is LIBOR plus 50 basis points (as
of December 31, 2010 and 2009, the rate is
0.7667% and 0.7467%, respectively). Similarly,
the project has a revolving bridge loan for
working capital of U.S.$140 million, which
matures on the same date of the syndicated loan.
As of December 2010, U.S.$101 million has been
withdrawn. The interest rate on this line of
credit is within a range of LIBOR plus 0.75% to
4.25% (as of December 31, 2010, the rates range
between 1.0167% and 4.5167%). The financing is
mainly guaranteed by the collection rights of the
construction contract.
    
    
    8,519,144
    
    
    
    5,721,323Credits granted to Los Portales (subsidiary
included in the consolidated financial statements
using proportionate consolidation beginning May
2010) for U.S.$7.5 million dollars and U.S.$2.5
million dollars. The loan matures in April 2012
and is redeemable quarterly at fixed rates of
4.25% and 10.5%, respectively.
    
    
    178,400
    
    
    
    Others
    
    
    224,381
    
    
    
    144,505Payable in Euros:Bank loan granted in Euros for import purchases,
maturing in June 2015, payable in 16 semiannual
installment beginning December 2007, bearing
interest at EUROLIBOR plus a 0.45% margin (1.70%
and 1.44% as of December 31, 2010 and 2009,
respectively).
    
    
    58,049
    
    
    
    80,759Payable in Mexican pesos:TUCA performed a new issuance of securitization
certificates, which is guaranteed by collection
rights and toll revenues of the Acapulco Tunnel,
by issuing a share certificate program trust with
a term of up to 25 years. Principal and interest
are paid semiannually and bear a rate of the
91-day TIIE plus 265 basis points (7.61% and
7.73% at December 31, 2010 and 2009,
respectively) and the 91-day TIIE plus 295 basis
points, respectively (7.91% and 8.03% at December
31, 2010 and 2009, respectively). The loan is
also guaranteed by a letter of credit of Ps.75
million.
    
    
    1,249,143
    
    
    
    1,250,000Loan granted for modernization and extension of
the Irapuato  La Piedad highway, granted as a
concession by the SCT to CONIPSA, maturing in
November 2019, bearing interest at the 28-day
TIIE plus 2.5% (7.62% and 7.43% as of December
31, 2010 and 2009, respectively). The loan is
guaranteed with toll revenues.
    
    
    520,378
    
    
    
    539,400In June 2007, Aeroinvest, S.A. de C.V., placed two
discounted Europeso bonds for Ps.2,450 million with a
ten-year term. The fixed interest rates on the
remaining two bonds for the first seven years are 7.75%
and 11.07%, to ten years. Payment of these bonds is
guaranteed with the economic rights associated with
equity in GACN, guaranteed by Aeroinvest and ICA. The
discount paid in placing these bonds was Ps.215 million
and is presented as a reduction of the debt at December
31, 2009. The effective rate, including the discount
during 2009 was 23.58%. On December 22, 2010, this loan
was pre-paid with resources obtained with a new credit.
(1)
    
    
    
    
    
    
    2,131,394
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##### Table of Contents



December 31,2010
    
    
    2009Bridge loan of Ps.2,300
million (to settle the
Aeroinvest bond discussed
above) with an interest rate of
the 28-day TIIE plus 3.5% for
the first months and
subsequently the 28-day TIIE
plus 4.5%, maturing in April
2012. On February 11, 2011, the
Company settled the total loan
with the resources obtained
from the bond discussed in Note
29. As a result of this
payment, the financial
restrictions that indirectly
affected GACN (mainly cash
flows and indebtedness) were no
longer effective.
    
    
    2,280,560
    
    
    
    In June 2007, CONOISA obtained
financing of Ps.430 million for
the acquisition of 39% of
shares of PMA México. The
interest rate is the 91-day
TIIE plus 0.45%, payable
quarterly beginning in
September 2008, maturing in
2012 (as of December 31, 2010
and 2009, the interest rate was
5.44% and 5.53%, respectively).
    
    
    161,493
    
    
    
    268,750Consorcio del Mayab, holder of
the Kantunil  Cancún highway
concession, issued 78,858,900
redeemable participation
certificates (CPOAs), each
equivalent to one UDI,
separated into three types. The
CPOAs will be amortized over a
17-year period and are payable
on February and August 7 of
each year. They mature in 2019
and 2020 and bear interest at
9.50% and 9.25% at December 31,
2010 and 2009, respectively.
This loan is guaranteed with
toll revenues.
    
    
    2,478,422
    
    
    
    2,429,986Loan granted to COVIQSA for
modernization and further
development of the highway. The
loan matures in 2021, and is
redeemable quarterly at a rate
of the 91-day TIIE plus 2%, (as
of December 31, 2010 and 2009,
the interest rate was 7.20% and
7.03%, respectively). This loan
is guaranteed with toll
revenues.
    
    
    1,249,463
    
    
    
    968,653Loan granted to ICA San Luis,
S.A. de C.V. for the
construction of the Río Verde
 Ciudad Valles highway in San
Luis Potosí. The loan is
payable in 17 years, matures in
2025, and is redeemable
quarterly at a rate of the
28-day TIIE plus 180 basis
points, (as of December 31,
2010 and 2009, the interest
rate was 6.38% and 6.73%,
respectively). This loan is
guaranteed with toll revenues.
    
    
    1,883,692
    
    
    
    1,094,596Loan granted to SAQSA for the
construction, operation and
maintenance over a 20-year
period of the Sistema Acueducto
II (water system) of that city.
The loan is payable in 17
years, matures in 2024, and is
redeemable quarterly at a rate
of the 28-day TIIE plus 200
basis points, (as of December
31, 2010 and 2009, the interest
rate was 6.84% and 6.92%,
respectively). This loan is
secured with a pledge on the
shares of this subsidiary.
    
    
    614,655
    
    
    
    516,784Loan granted to AUNETI for the
construction of the Nuevo
Necaxa  Avila Camacho
section of the highway in the
states of Puebla and Veracruz.
The loan matures in 2028 and
is redeemable quarterly at a
rate of 28-day TIIE plus 185
basis points, (as of December
31, 2010 and 2009, the
interest rate was 6.63% and
6.78%, respectively). This
loan is guaranteed with toll
revenues.
    
    
    1,651,864
    
    
    
    770,261Fiduciary loan granted to
Viveica, S.A. de C.V.
(Viveica) for working
capital. The loan matures in
2012, bears interest at the
28-day TIIE plus 4.5% (as of
December 31, 2010 and 2009, the
interest rate was 9. 38% and
9.43%, respectively).
    
    
    287,520
    
    
    
    413,916Viveica bridge loan granted for
the development of a project,
due in March 2012, bearing
interest at the 28-day TIIE
rate plus 1.5% (6.37% and 6.43%
at December 31, 2010 and 2009,
respectively).
    
    
    236,152
    
    
    
    149,042Simple credit guarantee granted
to Viveica for the development
of several projects, bearing
interest at the 28-day TIIE
rate plus 3.5% percentage
points (8.43% at December 31,
2009).
    
    
    
    
    
    
    296,272
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##### Table of Contents



December 31,2010
    
    
    2009Unsecured loan
granted to ICASA for the
construction of the
Naval Specialty Hospital
in Mexico City. The loan
matures in 2011 and
bears interest at a
fixed 9% rate.
    
    
    122,027
    
    
    
    114,120Credit granted to GACN
to complete the
construction of Terminal
B at the Monterrey
International Airport
and the Terminal NH 2 of
the Mexico City
International Airport,
maturing in September
2017, bearing interest
at the 28-day TIIE rate
4.5% (9.38% and 9.43% at
December 31, 2010 and
2009, respectively).
    
    
    601,032
    
    
    
    470,590Loan granted to Viabilis
for the Río de los
Remedios highway
project. The credit line
has a maximum amount of
Ps.3,000 million to be
applied to stage I of
the project (Puente de
Vigas  México Pachuca
highway project); the
loan matures in 2024 and
bears interest at a
fixed 7.81% rate. As of
December 31, 2010,
Ps.2,097 million has
been used. This loan is
guaranteed with full
corporate right shares
of CONOISA.
    
    
    2,143,528
    
    
    
    Credit granted to GACN,
maturing in April 2018,
bearing interest at the
28-day TIIE rate plus
3.5% (7.90% at December
31, 2010).
    
    
    405,009
    
    
    
    Credit granted to ICASA,
maturing in October
2019, bearing interest
at EUROLIBOR plus a 0.3%
(1.56% at December 31,
2010).
    
    
    292,444
    
    
    
    Loan granted to LIPSA
for the Libramiento la
Piedad project. The
credit line has a
maximum amount of Ps.900
million, to be applied
in two tranches,
guaranteed with the toll
collected; the loan
matures in 2024 and
bears interest at a TIIE
rate plus an applicable
margin that varies
between 275 and 350
basis points (7.63% and
8.37%, respectively, as
of December 31, 2010).
    
    
    229,685
    
    
    
    Loans of Ps.192 million
and Ps.105 million
granted to Viveica,
maturing on March 22,
2012 and May 25, 2013,
respectively, bearing
interest at a 28-day
TIIE rate plus 4.5% for
the former and 5.25% for
the latter (9.37% and
10.12% as of December
31, 2010, respectively).
    
    
    297,875
    
    
    
    Credit granted to
Aeroinvest maturing in
December 2011, bearing
interest at the 28-day
TIIE plus 4.00% (8.4%
and 8.93% at December
31, 2010 and 2009,
respectively).
    
    
    194,704
    
    
    
    194,00427,644,261
    
    
    
    19,452,798Current portion
    
    
    (1,274,644
    )
    
    
    (657,349
    )Ps.
    26,369,617
    
    
    Ps.
    18,795,449
  Year EndingDecember 31,2012
    
    Ps.
    12,364,4072013
    
    
    643,8922014
    
    
    664,2072015
    
    
    867,0822016 and thereafter
    
    
    11,830,029Ps.
    26,369,617
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(1)
 F-42




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##### Table of Contents



19. Foreign Currency Balances and Transactions
 a.
    
    The monetary position in foreign currencies of the Companys Mexican subsidiaries
is as follows:
 December 31,2010
    
    
    2009Foreign
    
    
    
    
    
    
    ForeignCurrency
    
    
    Mexican Peso
    
    
    Currency
    
    
    Mexican PesoCurrency
    
    Balances
    
    
    Equivalent
    
    
    Balances
    
    
    Equivalent(Thousands)
    
    
    (Thousands)
    
    
    (Thousands)
    
    
    (Thousands)U.S. dollars:Assets
    
    $
    1,102,686
    
    
    Ps.
    13,622,808
    
    
    $
    697,141
    
    
    Ps.
    9,099,449Liabilities
    
    
    (1,349,566
    )
    
    
    (16,697,277
    )
    
    
    (677,374
    )
    
    
    (8,876,322
    )Net (liability) asset position
    
    $
    (246,880
    )
    
    Ps.
    (3,074,469
    )
    
    $
    19,767
    
    
    Ps.
    223,127
 b.
    
    The non-monetary assets purchased in foreign currencies by the Companys Mexican
subsidiaries are as follows:
 December 31,2010
    
    2009Foreign
    
    
    
    ForeignCurrency
    
    
    
    CurrencyBalances
    
    Mexican Peso
    
    Balances
    
    Mexican Peso(Thousands
    
    Equivalent
    
    (Thousands
    

    Equivalentof U.S. dollars)
    
    (Thousands)
    
    of U.S. dollars)
    
    (Thousands)Machinery and equipment
    
    $
    12,204
    
    
    Ps.    150,804
    
    
    $
    18,590
    
    
    Ps.    242,646Machinery in-transit
    
    
    
    
    
    
    
    
    
    
    22,363
    
    
    
    287,351Inventories
    
    
    1,054
    
    
    
    13,017
    
    
    
    697
    
    
    
    9,099
 c.
    
    Condensed financial information of foreign subsidiaries expressed in thousands of
U.S. dollars is as follows:
 December 31,2010
    
    
    2009Current assets
    
    $
    207,047
    
    
    $
    251,948Non-current assets
    
    
    359,441
    
    
    
    318,341Total liabilities
    
    
    (413,201
    )
    
    
    (314,844
    )Net assets
    
    $
    153,287
    
    
    $
    255,445
 d.
    
    Transactions in thousands of U.S. dollars are as follows:
 Year Ended      December 31,2010
    
    2009
    
    2008Exports
    
    $
    12,061
    
    
    $
    34,760
    
    
    $
    72,750Purchases
    
    
    220,453
    
    
    
    190,236
    
    
    
    185,420Interest expense
    
    
    41,173
    
    
    
    5,265
    
    
    
    8,390
 e.
    
    Pertinent exchange rate information at the date of the consolidated statements of
financial position is as follows:
 December 31,2010
    
    2009U.S. dollar currency exchange
    
    Buy
    
    Sell
    
    Buy
    
    SellInterbank rate
    
    Ps.
12.3542
    
    
    Ps.
12.3792
    
    
    Ps.
13.0525
    
    
    Ps.
13.1040
 f.
    
    As of February 28, 2011, the interbank buy and sell exchange rates were Ps.12.0854
and Ps.12.1104, respectively.
 F-43




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##### Table of Contents



20. Income and Asset Taxes
   a.
    
    Income taxes expense and its effect on the statements of financial position and
statements of operations is as follows:
 Consolidated Statements of Financial Position:
 Year Ended December 31,2010
    
    
    2009Deferred income tax
    
    Ps.
    1,607,284
    
    
    Ps.
    1,306,358Deferred flat tax
    
    
    937,998
    
    
    
    1,445,433Effects of tax deconsolidation (1)
    
    
    2,718,290
    
    
    
    2,790,9625,263,572
    
    
    
    5,542,753Current portion
    
    
    (195,465
    )
    
    
    (70,375
    )Total long -term
    
    Ps.
    5,068,107
    
    
    Ps.
    5,472,378
 
 (1)
    
    Estimated additional taxes payable as a result of the tax reforms related to
special consolidation benefits previously recognized through December 31, 2005, amounted
to Ps.343 million, of which Ps.196 will be payable in 2011 and Ps.147 million will be
payable over the period from 2012 to 2015. At December 31, 2009, this liability includes
the effects of tax reforms related to tax losses of subsidiaries incurred for the years
from 2005 to 2009 in the amount of Ps.1,665 million, of which Ps.1,615 million of the
offsetting amount is recognized as a deferred income tax asset, as permitted by MFRS.
This amount was increased to Ps.1,625 million at December 31, 2010. Consolidated Statements of Income:
 Year ended December 312010
    
    
    2009
    
    
    2008Income tax:Current
    
    Ps.
    223,256
    
    
    Ps.
    77,893
    
    
    Ps.
    102,012Effect of tax reform related to the tax
consolidation regimen
    
    
    
    
    
    
    332,042
    
    
    
    Total current income tax
    
    
    223,256
    
    
    
    409,935
    
    
    
    102,012Deferred income taxes realized during the
year
    
    
    266,198
    
    
    
    1,052,387
    
    
    
    (60,376
    )Effect of tax reform in 2010 (1)
    
    
    (844,015
    )
    
    
    
    
    
    
    Cancelation of unrecoverable tax loss
carryforwards of prior years
(2)
    
    
    829,889
    
    
    
    
    
    
    
    Change in valuation allowance for
unrecoverable deferred tax asset
    
    
    
    
    
    
    (769,444
    )
    
    
    (91,126
    )Tax effect due to tax rate changes
    
    
    
    
    
    
    27,436
    
    
    
    Others
    
    
    1,742
    
    
    
    960
    
    
    
    (9,344
    )Total income tax
    
    
    477,070
    
    
    
    721,274
    
    
    
    (58,834
    )IETU:Current
    
    
    294,834
    
    
    
    208,510
    
    
    
    126,472Deferred
    
    
    (507,435
    )
    
    
    437,716
    
    
    
    234,388Total IETU
    
    
    (212,601
    )
    
    
    646,226
    
    
    
    360,860Ps.
    264,469
    
    
    Ps.
    1,367,500
    
    
    Ps.
    302,026
 F-44




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##### Table of Contents



(1)
    
    As discussed in Note 1, during 2009 the Mexican Tax Authorities issued
reforms to the Mexican Income Tax Law, which became effective on January 1, 2010.
As a result of the enactment of these reforms, in 2009, the Company recognized tax
liabilities of Ps.2,791 million, a deferred tax asset of Ps.1,615 million, a charge
to results of Ps.332 million and a charge to accumulated results of Ps.844 million.
During 2010, the Mexican Tax Authorities issued certain modifications to the
original reforms establishing, among other things, that previously recognized
obligations measured based on income tax equity accounts will become payable only
upon the occurrence of certain triggering events. Companies must therefore analyze
whether they continue to have a liability under the revised legislation based on the
probability that such triggering events will occur and resulting obligations will
materialize, depending on their intentions regarding the application of the tax
consolidation regime. As a result of these modifications to the reform, the Company
determined that a portion of the liability recognized in 2009 of Ps. 844 million no
longer required recognition. This liability was initially recognized in 2009
through retained earnings, as required by INIF 18. However, in 2010, reversal of
the liability was recognized through results, as permitted by MFRS.(2)
    
    During 2010, an amount of Ps.197.4 million of prior year tax loss
carryforwards were canceled given that the period to apply such tax losses against
taxable earnings expired. Additionally in 2010, Ps.632.4 million of prior year tax
loss carryforwards were canceled based on the Companys current year evaluation of
the projections of the subsidiaries at which such losses were generated and its
subsequent determination that such subsidiaries will not be able to produce
sufficient taxable earnings over the permitted period of amortization of such losses
to allow their related application.  b.
    
    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 31,2010
    
    2009
    
    2008%
    
    %
    
    %Statutory rate
    
    
    30.00
    
    
    
    28.00
    
    
    
    28.00Foreign subsidiaries net operating results
    
    
    2.41
    
    
    
    2.62
    
    
    
    4.18Inflationary and monetary fluctuation effects
    
    
    11.50
    
    
    
    9.24
    
    
    
    9.50Tax effect due to rate changes
    
    
    
    
    
    
    1.22
    
    
    
    Effect of tax reform
    
    
    (57.49
    )
    
    
    14.75
    
    
    
    Permanent items
    
    
    (10.44
    )
    
    
    10.63
    
    
    
    (38.12
    )Cancelation of unrecoverable tax loss carryforwards
    
    
    56.53Change in valuation allowance
    
    
    
    
    
    
    (34.18
    )
    
    
    (10.04
    )Other
    
    
    
    
    
    
    (0.23
    )
    
    
    32.51
    
    
    
    32.05
    
    
    
    (6.48
    )IETU
    
    
    (14.49
    )
    
    
    28.70
    
    
    
    39.75Effective rate
    
    
    18.02
    
    
    
    60.75
    
    
    
    33.27
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##### Table of Contents



c.
    
    As of December 2010 and 2009, the main items comprising the liability balance of
deferred income taxes are as follows:
 December 31,2010
    
    
    2009Liabilities:Customers
    
    Ps.
    (2,105,952
    )
    
    Ps.
    (2,487,092
    )Inventories
    
    
    52,227
    
    
    
    (41,167
    )Property, plant and equipment
    
    
    (41,212
    )
    
    
    (172,236
    )Real estate inventories
    
    
    (980,685
    )
    
    
    (862,789
    )Investment in concessions
    
    
    (2,090,193
    )
    
    
    (2,247,011
    )Total liability
    
    
    (5,165,815
    )
    
    
    (5,810,295
    )Assets:Accrued expenses and reserves
    
    
    751,044
    
    
    
    859,925Advances from customers
    
    
    723,178
    
    
    
    690,1291,474,222
    
    
    
    1,550,054Deferred income tax liability
    
    
    (3,691,593
    )
    
    
    (4,260,241
    )Tax loss carryforwards in consolidated tax reporting
    
    
    1,041,581
    
    
    
    1,368,263Tax loss carryforwards in unconsolidated tax reporting
    
    
    1,042,728
    
    
    
    1,585,620Deferred taxes from tax losses
    
    
    2,084,309
    
    
    
    2,953,883Deferred income tax liability, net
    
    Ps.
    (1,607,284
    )(1)
    
    Ps.
    (1,306,358
    )Asset tax
    
    Ps.
    1,468,397
    
    
    Ps.
    1,871,892Valuation allowance
    
    
    (1,468,397
    )
    
    
    (1,871,892
    )Net deferred tax asset
    
    Ps.
    
    
    
    Ps.
    
 
 (1)
    
    The deferred income tax liabilities as of December 31, 2010 include the
deferred tax effects related to the acquisition of Los Portales of Ps.70 million,
which did not affect the results for the year. F-46




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##### Table of Contents



d.
    
    The main items comprising the liability balance of deferred IETU at December 31,
2010 and 2009 are as follows:
 December 31,2010
    
    
    2009LIABILITIES:Customers
    
    Ps.
    (2,031,679
    )
    
    Ps.
    (1,890,231
    )Inventories, net
    
    
    (178,650
    )
    
    
    (409,904
    )Real estate inventories
    
    
    (31,408
    )
    
    
    (6,624
    )Investments in concessions
    
    
    (447,058
    )
    
    
    (502,306
    )Property, plant and equipment, and others
    
    
    (565,604
    )
    
    
    (933,844
    )Total liabilities
    
    
    (3,254,399
    )
    
    
    (3,742,909
    )ASSETS:Notes payable
    
    
    249,199
    
    
    
    1,043,995Provisions
    
    
    670,792
    
    
    
    561,872Tax credits permitted by IETU law
    
    
    1,396,410
    
    
    
    691,609Total assets
    
    
    2,316,401
    
    
    
    2,297,476Liability IETU
    
    Ps.
    (937,998
    )
    
    Ps.
    (1,445,433
    )
  Year of
    
    Asset tax
    
    
    Tax lossExpiration
    
    credits
    
    
    carry forwards2011
    
    Ps.
    390,773
    
    
    Ps.
    2012
    
    
    144,481
    
    
    
    380,7962013
    
    
    113,738
    
    
    
    2014
    
    
    89,330
    
    
    
    976,9022015
    
    
    109,420
    
    
    
    2016
    
    
    67,390
    
    
    
    1,298,3232017
    
    
    261,479
    
    
    
    2018
    
    
    
    
    
    
    641,4792019
    
    
    
    
    
    
    174,437Ps.
    1,176,611
    
    
    Ps.
    3,471,937
  December 31,2010
    
    
    2009Contributed capital account
    
    Ps.
    26,259,892
    
    
    Ps.
    25,147,903Net consolidated tax profit account
    
    
    13,334,186
    
    
    
    13,002,867Total
    
    Ps.
    39,594,038
    
    
    Ps.
    38,150,770
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21. Commitments and Contingencies
 a.
    
    Proyecto Esmeralda Resort In 2010, an arbitration proceeding was filed against
ICA by the companies Proyecto Esmeralda Resort, S.A. de C.V. (PER) and Marina Esmeralda
Resort, S.A. de C.V. (MER), whereby these entities intended to rescind the two
contracts for the construction of five buildings, the urbanization and electrification
contract, and the contract for the construction of the Proyecto Esmeralda Resort marina
in the State of Campeche. The claimants also requested a payment of Ps.268 million for
alleged penalties, plus U.S.$439 million for alleged contractual, extra-contractual and
non-pecuniary damages.
 As of December 31, 2010, the plaintiffs had dismissed the arbitration proceeding; there
is a discrepancy with respect to their final representation, however, ultimate of the
proceeding is expected during 2011.
 The Companys legal counsel does not believe that an unfavorable outcome in this
proceeding is probable.
 In July, ICA legally convened a Stockholders General Meeting with the stockholders of
PER, MER and Campeche Golf, S.A. de C.V. (GOLF) (together, the companies), which was
held on August 18, 2010. During this meeting, the stockholders approved the revocation of
the then current Board of Directors of the companies and in its place, appointed a Sole
Administrator for the companies. This Sole Administrator has recognized the validity of
the amounts owed by the companies to ICA. In August 2010, ICA filed a trust foreclosure
procedure as provided in the trust agreement, which such trust assets guarantee the
credit granted by ICA to the companies for Ps.920 million, as well as previous amounts
owed to ICA for services performed of Ps.361 million, plus interest and other matters.
During this process, the Sole Administrator of the companies recognized: (i) the
existence of events of default and (ii) the legal basis of the execution procedure.
 In December 2010, the trust foreclosure concluded. As a result, the pledged assets were
transferred to ICA as a partial payment of the amounts still owed to ICA by the
companies. As of December 31, 2010, the remaining amount owed by PER, MER and GOLF was
approximately Ps.553 million, which is guaranteed.
 b.
    
    Malla Vial de Colombia In April 2002, an Arbitration Court ordered ICA to pay a
damages to the Instituto de Desarrollo Urbano del Distrito Capital de Bogotá, Colombia
(IDU) for noncompliance with the work contract of the Malla Vial project in Bogotá,
of approximately US$2.2 million and set the criteria for the settlement of such contract.
This ruling was recognized by the Mexican judicial authorities in January 2009 and ICA
paid the required amount. At the same time, in separate but related proceeding, the IDU
and ICA filed reciprocal legal claims against each other which in December 2004 were
recognized by an administrative court.
 The evidence is still in the first instance of evaluation in these processes and during
2010, ICA and the IDU continued negotiations. The Companys management estimates that a
settlement agreement between itself and the IDU will have an approximate value of US$1.5
million, which has been reserved.
 c.
    
    Airports A lawsuit was filed against Aeropuerto de Ciudad Juárez, S. A. de C. V.
on November 15, 1995, claiming a portion of plots of land (240 hectares) where the Ciudad
Juárez International Airport is located, because such plots were claimed are considered
to have been incorrectly transferred to the Mexican government. The plaintiff sought a
payment of US$120 million (approximately Ps.1,486 million) as on alternative to recovery
of the land. In May 2005, an appeals court ruled that Aeropuerto de Ciudad Juárez, S. A.
de C. V., had to return this land. The airport filed an Amparo (constitutional claim),
which was granted requiring the appellate court to re-analyze the case and the related
evidence. On November 8, 2007, the Appeals Court issued a ruling declaring the previous
sentence null, after which the plaintiffs filed an Amparo, which was granted to them
permitting them to continue the trial with the Mexican federal government as a party.
The SCT filed an appearance in the case, responded to the complaint and requested removal
to federal court due to lack of jurisdiction by the current court. On May 11, 2010, the
court ruled in favor of the SCTs motion and remanded the case to federal court. On June
2, 2010, the plaintiffs filed another Amparo (constitutional claim) with the First
District Court of the State of Chihuahua, which on November 10, 2010 confirmed the ruling
removing the case from state court. On November 29, 2010, the plaintiffs filed a motion
for review of the November 10, 2010 ruling, which will be heard by a Circuit Court, and
is still pending.
 As of the date of these financial statements, the Company reports this matter as a
contingency due to the fact that the substance of the claim has not been definitively
ruled upon even though the SCT has now appeared in the case. The Company believes that
in the event of an unfavorable ruling, the economic repercussions of the lawsuit will be
borne by the Federal government, as established in the concession title. Accordingly, the
Company has not recorded any provisions for this matter.
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There are several administrative-law enforcement actions against the airports of Ciudad
Juárez, Culiacán, Zihuatanejo, and Reynosa. In November 2009, the Municipality of Ciudad
Juárez once again requested payment from the Ciudad Juárez airport, stating the existence
of a debt of Ps.8 million. A new proceeding for annulment was filed by the Company and is
still unresolved. In June 2010, the Municipality of Culiacán requested payment of
property taxes from by the Company (Aeropuerto de Culiacán, S. A. de C. V.) for Ps.4
million. An action for annulment was filed against this request with the
Administrative-Law Court of the State of Sinaloa, and is still unresolved. In October
2010, the Municipality of Zihuatanejo requested payment of Ps.2 million from the
Zihuatanejo airport. An action for annulment was filed with the Tax Court of the State
of Guerrero by the airport, which is still unresolved. In February 2011, the Municipality
of Reynosa once again requested payment of property taxes of Ps.118 million from the
Reynosa Airport (Aeropuerto de Reynosa, S.A. de C.V.). An action for annulment will again
be filed by the airport. The Company does not believe that an unfavorable outcome is
probable and thus, has not recognized any provisions related to these contingencies.
 d.
    
    Puerto Rico Urban Train In 2005, the Highway and Transportation Authority of
Puerto Rico (HTA), (the client of ICA Miramar), filed a lawsuit against ICA Miramar for
the indemnification in a lawsuit between the HTA and its main contractor in the Puerto
Rico Urban Train project. The main contractor filed the lawsuit on December 24, 2003,
and the HTA filed a counterclaim on November 23, 2004. ICA Miramar estimates that the
lawsuit could result in a liability for the Company of approximately U.S.$4 million.
 After a lengthy suspension, the court appointed a special judge given the complexity of
the lawsuits against ICA Miramar. The main contractor subsequently modified its lawsuit
against the HTA and in 2009, the HTA modified its lawsuit against ICA Miramar. The court
ordered the parties to negotiate the appointment of an arbitrator. The lawsuit is
currently in the information gathering stage. On April 9, 2010, the HTA and the main
contractor notified the courts of a transaction regarding the lawsuits against each
other. The Company does not believe that a significant loss is probable.
 e.
    
    Performance guarantees In the ordinary course of business, the Company is
required to secure construction obligations, mainly related to the completion of
construction contracts or the quality of its work, by granting letters of credit or
bonds. At December 31, 2010, the Company had granted bonds to its customers for Ps.16,610
million and U.S.$146 million, respectively.
 Additionally, the Company has issued letters of credit to guarantee its performance
obligations under certain concession arrangements and construction contracts, in the
amount of Ps.1,407 million and U.S.$138 million dollars.
 f.
    
    GACN has commitments established in a leasing agreement with the Aeropuerto
Internacional de la Ciudad de México (Mexico City International Airport or AICM) for a
20-year period to build, maintain and operate a hotel that began operations in August
2010, and make use of commercial areas in Terminal 2 of the AICM. The lease was set at
the minimum guaranteed revenue (IMG for its initials in Spanish) of Ps.18 million per
year, plus an annual 18% share of the hotels gross revenues. The IMG will be adjusted
annually based on the Mexican Consumer Price Index (NCPI). As of December 31, 2010 this
amount is Ps.22 million.
 g.
    
    GACN receives revenues from leasing of commercial premises. The contracts for these
leases are based on a monthly rental (which generally increases each year based on the
NCPI), and the final rental is represented by the higher of a minimum guaranteed monthly
rental and a percentage of the monthly revenues of the lessee. The monthly rental and the
minimum guaranteed monthly rental are included in the Companys consolidated statements
of income under the line item Real estate, concession and other. At December 31, 2010,
the future rent commitments under GACNs leases are as follows:
 AmountYear
    
    (Thousands)2011
    
    Ps.
    284,0692012
    
    
    146,9432013
    
    
    126,1522014
    
    
    100,815Subsequent
    
    
    139,545Total
    
    Ps.
    797,524
 The future rentals committed do not include increases in rentals related to
increases based on the NCPI or
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contingent rentals that may be collected by the Company in
addition to the minimum guaranteed rental. The revenues from contingent rentals recorded
during the years ended December 31, 2010, 2009 and 2008 were Ps.54 million, Ps.48 million
and Ps.70 million, respectively.
 h.
    
    Leasing of machinery Some subsidiaries have executed contracts to lease
machinery, equipment, and vehicles for terms of two to four years. The monthly rent is
determined based on the hours of use of the assets. The amount charged to results under
operating leases was Ps.1,092 million in 2010, Ps.935 million in 2009 and Ps.493 million
in 2008. At December 31, 2010, the minimum payments
of such contracts for the following years are as follows:
 AmountYear
    
    (Thousands)2011
    
    Ps.
    1,239,5372012
    
    
    311,5862013
    
    
    136,0342014
    
    
    48,052Total
    
    Ps.
    1,735,209
 22. Stockholders Equity
  Shares
    
    
    AmountSubscribed and paid shares
    
    
    649,427,886
    
    
    Ps.
    8,950,796Shares held in treasury
    
    
    495,459
    
    
    
    3,285649,923,345
    
    
    Ps.
    8,954,081
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23. Noncontrolling Interest in Consolidated Subsidiaries
  December 31,2010
    
    
    2009Common stock
    
    Ps.
    3,163,301
    
    
    Ps.
    3,103,224Contributions for future capital increases
    
    
    118,547
    
    
    
    Retained earnings and others
    
    
    852,158
    
    
    
    857,134Ps.
    4,134,006
    
    
    Ps.
    3,960,358
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24. Other Expense (Income), Net
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Loss (gain) on sales of property, plant and equipment
    
    Ps.
    70,700
    
    
    Ps.
    13,771
    
    
    Ps.
    (10,587
    )Reversal of impairment of long-lived assets (see Note 11c)
    
    
    
    
    
    
    (680,554
    )
    
    
    Loss (gain) on sale of investments in shares
    
    
    9,682
    
    
    
    67
    
    
    
    (6,760
    )Personnel settlement (1)
    
    
    64,826
    
    
    
    
    
    
    
    Gain on contract settlement
    
    
    
    
    
    
    
    
    
    
    (40,545
    )Other
    
    
    (10,865
    )
    
    
    (18,823
    )
    
    
    (29,594
    )134,343
    
    
    
    (685,539
    )
    
    
    (87,486
    )Statutory employee profit sharing
    
    
    29,380
    
    
    
    (1,884
    )
    
    
    (7,779
    )Ps.
    163,723
    
    
    Ps.
    (687,423
    )
    
    Ps.
    (95,265
    )
 
 (1)
    
    Corresponds to an administrative restructuring that is taking place in Grupo Rodio-
Kronsa.  Year Ended December 31,2010
    
    
    2009
    
    
    2008Current
    
    Ps.
    63,946
    
    
    Ps.
    (13,332
    )
    
    Ps.
    77,772Deferred
    
    
    (34,566
    )
    
    
    11,448
    
    
    
    (85,551
    )Ps.
    29,380
    
    
    Ps.
    (1,884
    )
    
    Ps.
    (7,779
    )
  December 31,2010
    
    
    2009Deferred PTU assets:Inventory
    
    Ps.
    23,674
    
    
    Ps.
    9,587Depreciation of property, plant and equipment
    
    
    157
    
    
    
    18Provisions
    
    
    75,527
    
    
    
    43,388Investment in concessions
    
    
    4,630
    
    
    
    295Advances from customers
    
    
    20,765
    
    
    
    38,759124,753
    
    
    
    92,047
 Deferred PTU liability:Cost and estimated earnings in excess of billings on uncompleted contracts
    
    
    (107,373
    )
    
    
    (110,145
    )Other
    
    
    (1,435
    )
    
    
    (523
    )(108,808
    )
    
    
    (110,668
    )Total asset (liability)
    
    Ps.
    15,945
    
    
    Ps.
    (18,621
    )
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25. Comprehensive Financing Cost
  December 31, 2010Financial PositionProjectTotal
    
    
    Capitalized
    
    
    Financing
    
    
    ResultsInterest expense
    
    Ps
    3,503,577
    
    
    Ps
    943,173
    
    
    Ps
    1,283,263
    
    
    Ps
    1,277,141Interest income
    
    
    (426,157
    )
    
    
    (3,952
    )
    
    
    (39,671
    )
    
    
    (382,534
    )Exchange loss (gain)
    
    
    10,040
    
    
    
    7,831
    
    
    
    10,561
    
    
    
    (8,352
    )Valuation of derivative financial instruments
    
    
    384,443
    
    
    
    
    
    
    
    311,734
    
    
    
    72,709Total
    
    Ps
    3,471,903
    
    
    Ps
    947,052
    
    
    Ps
    1,565,887
    
    
    Ps
    958,964
 December 31, 2009Financial PositionProjectTotal
    
    
    Capitalized
    
    
    Financing
    
    
    ResultsInterest expense
    
    Ps
    2,516,394
    
    
    Ps
    763,297
    
    
    Ps
    720,572
    
    
    Ps
    1,032,525Interest income
    
    
    (406,304
    )
    
    
    
    
    
    
    (33,590
    )
    
    
    (372,714
    )Exchange loss (gain)
    
    
    75,440
    
    
    
    (8,870
    )
    
    
    (21,109
    )
    
    
    105,419Valuation of derivative financial instruments
    
    
    476,840
    
    
    
    
    
    
    
    474,616
    
    
    
    2,224Total
    
    Ps
    2,662,370
    
    
    Ps
    754,427
    
    
    Ps
    1,140,489
    
    
    Ps
    767,454
 December 31, 2008Financial PositionProjectTotal
    
    
    Capitalized
    
    
    Financing
    
    
    ResultsInterest expense
    
    Ps
    1,354,262
    
    
    Ps
    175,251
    
    
    Ps
    155,616
    
    
    Ps
    1,023,395Interest income
    
    
    (404,595
    )
    
    
    (869
    )
    
    
    (8,719
    )
    
    
    (395,007
    )Exchange loss (gain)
    
    
    90,767
    
    
    
    12,785
    
    
    
    193,958
    
    
    
    (115,976
    )Valuation of derivative financial instruments
    
    
    75,333
    
    
    
    
    
    
    
    46,788
    
    
    
    28,545Total
    
    Ps
    1,115,767
    
    
    Ps
    187,167
    
    
    Ps
    387,643
    
    
    Ps
    540,957
 26. Related Party Transactions
  Year Ended December 31,2010
    
    2009
    
    2008Construction revenues
    
    Ps.
    1,195,836
    
    
    Ps.
    1,665,724
    
    
    Ps.
    413,260Services rendered
    
    
    383,162
    
    
    
    250,749
    
    
    
    220,708Royalties
    
    
    64,245
    
    
    
    55,138
    
    
    
    57,225Equipment leasing expense
    
    
    25,738
    
    
    
    37,857
    
    
    
    32,985Cost and services expenses
    
    
    35,163
    
    
    
    40,026
    
    
    
    32,292Equipment leasing income and other
    
    
    99,113
    
    
    
    103,069
    
    
    
    5,310
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27. Employee Benefits
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Labor cost
    
    Ps.
    46,487
    
    
    Ps.
    44,880
    
    
    Ps.
    30,137Financial cost
    
    
    30,477
    
    
    
    28,219
    
    
    
    19,927Yield on plan assets
    
    
    (1,346
    )
    
    
    (1,022
    )
    
    
    (486
    )Net actuarial loss
    
    
    10,875
    
    
    
    12,017
    
    
    
    16,913Amendments to the
pension plan for
executive officer
board members
    
    
    113,196
    
    
    
    
    
    
    
    Amortization pending
    
    
    16,149
    
    
    
    36,745
    
    
    
    47,147Net cost of the period
    
    Ps.
    215,838
    
    
    Ps.
    120,839
    
    
    Ps.
    113,638
  December 31,2010
    
    
    2009Vested benefit obligation
    
    Ps.
    (223,713
    )
    
    Ps.
    (85,973
    )Non vested benefit obligation
    
    
    (359,273
    )
    
    
    (307,129
    )Defined benefit obligation
    
    
    (582,986
    )
    
    
    (393,102
    )Plan assets at fair value
    
    
    18,116
    
    
    
    14,216Underfunded status
    
    Ps.
    (564,870
    )
    
    Ps.
    (378,886
    )Unrecognized items:Initial transition liability
    
    Ps.
    27,521
    
    
    Ps.
    44,911Prior services and plan modifications
    
    
    11,605
    
    
    
    7,756Actuarial losses
    
    
    52,054
    
    
    
    37,663Ps.
    91,180
    
    
    Ps.
    90,330Net projected liability
    
    Ps.
    (473,690
    )
    
    Ps.
    (288,556
    )Current net projected liability
    
    
    4,550
    
    
    
    Net projected liability
    
    Ps.
    (469,140
    )
    
    Ps.
    (288,556
    )
  2010
    
    2009%
    
    %Discount rate of the projected benefit obligation at present value
    
    
    8.50
    %
    
    
    8.50
    %Salary increase
    
    
    5.50
    %
    
    
    5.50
    %Yield on plan assets
    
    
    8.50
    %
    
    
    9.00
    %
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2010
    
    
    2009Present values of obligations of the pension plan as of January 1
    
    Ps.
    393,102
    
    
    Ps.
    357,944Actuarial service labor cost
    
    
    46,487
    
    
    
    44,880Financial cost
    
    
    30,477
    
    
    
    28,219Actuarial loss of the obligations
    
    
    39,377
    
    
    
    18,262Loss on change in obligations
    
    
    2,750
    
    
    
    12,465Amendments to the pension plan for executive officer board members
    
    
    113,196
    
    
    
    Benefit payments
    
    
    (36,714
    )
    
    
    (68,668
    )Reduction and/or early settlement of obligations
    
    
    (5,689
    )
    
    
    Present values of obligations of the pension plan as of December 31
    
    Ps.
    582,986
    
    
    Ps.
    393,102
 28. Business Segment Data
  Financial Information by Segment
 Operating Segment
    
    Principal ProductsConstructionCivil construction
    
    Heavy construction projects such as highways, bridges, tunnels and dams, urban and housing construction, including transportation
construction such as subway systems, shopping centers and automobile parking facilities.Industrial construction
    
    Industrial construction such as energy generating and petrochemical plants.Rodio  Kronsa
    
    Hydraulic construction projects, building, transportation and environmental infrastructure and geotechnology services.Housing development
    
    Development, trading, ownership, sale, assistance, operation and administration of housing development.Airports
    
    Operation and maintenance of concessioned airports.Infrastructure
    
    Operation and maintenance of concessioned highways, bridges and tunnels, water supply systems, and waste treatment.Corporate and other
    
    Corporate services.
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Construction
    
    
    
    
    
    Housing
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    
    
    
    
    
    
    
    TotalCivil
    
    Industrial
    
    Rodio-Kronsa
    
    Subtotal
    
    Development
    
    Airports(3)
    
    Infrastructure
    
    and Other
    
    Total Segments
    
    Eliminations
    
    Consolidated2010:External revenues
    
    Ps.
    22,142,600
    
    
    Ps.
    4,401,358
    
    
    Ps.
    1,305,823
    
    
    Ps.
    27,849,781
    
    
    Ps.
    3,047,533
    
    
    Ps.
    2,144,423
    
    
    Ps.
    2,677,294
    
    
    Ps.
    32,210
    
    
    Ps.
    35,751,241
    
    
    Ps.
    (785,977
    )
    
    Ps.
    34,965,264Intersegment revenues
    
    
    10,547,124
    
    
    
    419,943
    
    
    
    (2,716
    )
    
    
    10,964,351
    
    
    
    1,644,898
    
    
    
    2,088,206
    
    
    
    4,578,447
    
    
    
    631,545
    
    
    
    19,907,447
    
    
    
    785,977
    
    
    
    20,693,424Operating (loss) income
    
    
    840,895
    
    
    
    212,939
    
    
    
    13,069
    
    
    
    1,066,903
    
    
    
    276,086
    
    
    
    498,087
    
    
    
    588,729
    
    
    
    (11,128
    )
    
    
    2,418,677
    
    
    
    92,614
    
    
    
    2,511,291Financing cost (income)
    
    
    71,870
    
    
    
    788
    
    
    
    5,365
    
    
    
    78,023
    
    
    
    (12,496
    )
    
    
    384,619
    
    
    
    292,599
    
    
    
    138,530
    
    
    
    881,275
    
    
    
    77,689
    
    
    
    958,964Income tax expense (benefit)
    
    
    365,818
    
    
    
    71,607
    
    
    
    11,703
    
    
    
    449,128
    
    
    
    414,636
    
    
    
    (192,810
    )
    
    
    186,840
    
    
    
    (200,717
    )
    
    
    657,077
    
    
    
    (392,608
    )
    
    
    264,469Statutory employee profit sharing
expense
    
    
    1,245
    
    
    
    22,882
    
    
    
    
    
    
    
    24,127
    
    
    
    
    
    
    
    3,501
    
    
    
    
    
    
    
    1,752
    
    
    
    29,380
    
    
    
    
    
    
    
    29,380Share in operations of associated
companies
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    1,324
    
    
    
    
    
    
    
    71,579
    
    
    
    970,334
    
    
    
    1,043,252
    
    
    
    (963,820
    )
    
    
    79,432Segment assets
    
    
    32,170,144
    
    
    
    2,837,518
    
    
    
    980,696
    
    
    
    35,988,358
    
    
    
    9,119,467
    
    
    
    10,700,703
    
    
    
    25,386,357
    
    
    
    25,259,203
    
    
    
    106,454,088
    
    
    
    (31,465,629
    )
    
    
    74,988,459Investments in associated companies
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    933
    
    
    
    117,832
    
    
    
    
    
    
    
    (455
    )
    
    
    20,892,297
    
    
    
    21,010,607
    
    
    
    (20,890,585
    )
    
    
    120,022Segment liabilities(1)
    
    
    11,622,147
    
    
    
    1,761,127
    
    
    
    513,481
    
    
    
    13,896,755
    
    
    
    4,514,569
    
    
    
    1,623,937
    
    
    
    3,693,930
    
    
    
    7,326,818
    
    
    
    31,056,009
    
    
    
    (10,784,192
    )
    
    
    20,271,817Capital expenditures(2)
    
    
    849,639
    
    
    
    40,404
    
    
    
    38,293
    
    
    
    928,336
    
    
    
    101,106
    
    
    
    625,829
    
    
    
    2,239,372
    
    
    
    13,733
    
    
    
    3,908,376
    
    
    
    
    
    
    
    3,908,376Depreciation and amortization
    
    
    717,485
    
    
    
    37,987
    
    
    
    62,897
    
    
    
    818,369
    
    
    
    25,527
    
    
    
    466,546
    
    
    
    319,154
    
    
    
    13,032
    
    
    
    1,642,628
    
    
    
    7,208
    
    
    
    1,649,836Net cash of operating activities
    
    
    (4,956,488
    )
    
    
    946,412
    
    
    
    (97,937
    )
    
    
    (4,108,013
    )
    
    
    408,554
    
    
    
    395,179
    
    
    
    (508,890
    )
    
    
    (1,108,096
    )
    
    
    (4,921,266
    )
    
    
    813,834
    
    
    
    (4,107,532
    )Net cash of investing activities
    
    
    (68,280
    )
    
    
    (22,174
    )
    
    
    35,208
    
    
    
    (55,246
    )
    
    
    (139,037
    )
    
    
    (271,127
    )
    
    
    (1,530,688
    )
    
    
    (250,064
    )
    
    
    (2,246,162
    )
    
    
    (549,623
    )
    
    
    (2,795,785
    )Net cash of financing activities
    
    
    5,018,502
    
    
    
    (399,175
    )
    
    
    59,094
    
    
    
    4,678,421
    
    
    
    (312,227
    )
    
    
    (176,634
    )
    
    
    1,748,043
    
    
    
    1,287,380
    
    
    
    7,224,983
    
    
    
    (245,140
    )
    
    
    6,979,843Construction
    
    
    
    
    
    Housing
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    
    
    
    
    
    
    
    TotalCivil
    
    Industrial
    
    Rodio-Kronsa
    
    Subtotal
    
    Development
    
    Airports(3)
    
    Infrastructure
    
    and Other
    
    Total Segments
    
    Eliminations
    
    Consolidated2009:External revenues
    
    Ps.
    19,603,797
    
    
    Ps.
    3,973,542
    
    
    Ps.
    1,514,374
    
    
    Ps.
    25,091,713
    
    
    Ps.
    2,271,199
    
    
    Ps.
    1,896,277
    
    
    Ps.
    2,230,695
    
    
    Ps.
    20,405
    
    
    Ps.
    31,510,289
    
    
    Ps.
    (638,927
    )
    
    Ps.
    30,871,362Intersegment revenues
    
    
    8,079,056
    
    
    
    462,210
    
    
    
    846,625
    
    
    
    9,387,891
    
    
    
    (2,807
    )
    
    
    1,498,223
    
    
    
    4,059,160
    
    
    
    453,591
    
    
    
    15,396,058
    
    
    
    638,927
    
    
    
    16,034,985Operating (loss) income
    
    
    701,529
    
    
    
    227,753
    
    
    
    43,385
    
    
    
    972,667
    
    
    
    165,034
    
    
    
    611,985
    
    
    
    707,053
    
    
    
    (13,124
    )
    
    
    2,443,615
    
    
    
    1,804
    
    
    
    2,445,419Financing cost (income)
    
    
    (370,489
    )
    
    
    (18,732
    )
    
    
    15,898
    
    
    
    (373,323
    )
    
    
    2,734
    
    
    
    247,011
    
    
    
    418,645
    
    
    
    489,351
    
    
    
    784,418
    
    
    
    (16,964
    )
    
    
    767,454Income tax expense (benefit)
    
    
    568,930
    
    
    
    92,378
    
    
    
    9,732
    
    
    
    671,040
    
    
    
    18,126
    
    
    
    87,649
    
    
    
    327,509
    
    
    
    (254,107
    )
    
    
    850,217
    
    
    
    517,283
    
    
    
    1,367,500Statutory employee profit sharing
benefit
    
    
    (35,433
    )
    
    
    30,138
    
    
    
    
    
    
    
    (5,295
    )
    
    
    
    
    
    
    1,321
    
    
    
    20
    
    
    
    2,070
    
    
    
    (1,884
    )
    
    
    
    
    
    
    (1,884
    )Share in operations of associated
companies
    
    
    7,814
    
    
    
    
    
    
    
    
    
    
    
    7,814
    
    
    
    (638
    )
    
    
    
    
    
    
    (116,701
    )
    
    
    (4,731
    )
    
    
    (114,256
    )
    
    
    
    
    
    
    (114,256
    )Segment assets
    
    
    25,850,847
    
    
    
    2,880,675
    
    
    
    1,226,641
    
    
    
    29,958,163
    
    
    
    6,009,074
    
    
    
    10,498,026
    
    
    
    20,980,265
    
    
    
    19,549,852
    
    
    
    86,995,380
    
    
    
    (22,250,075
    )
    
    
    64,745,305Investments in associated companies
    
    
    920
    
    
    
    
    
    
    
    
    
    
    
    920
    
    
    
    1,123
    
    
    
    
    
    
    
    5,791
    
    
    
    16,679,770
    
    
    
    16,687,604
    
    
    
    (16,604,651
    )
    
    
    82,953Segment liabilities(1)
    
    
    11,312,297
    
    
    
    1,579,548
    
    
    
    739,092
    
    
    
    13,630,937
    
    
    
    1,873,529
    
    
    
    1,881,171
    
    
    
    3,821,885
    
    
    
    3,309,223
    
    
    
    24,516,745
    
    
    
    (4,205,043
    )
    
    
    20,311,702Capital expenditures(2)
    
    
    826,907
    
    
    
    16,515
    
    
    
    95,267
    
    
    
    938,689
    
    
    
    29,602
    
    
    
    943,162
    
    
    
    1,675,790
    
    
    
    29,689
    
    
    
    3,616,932
    
    
    
    
    
    
    
    3,616,932Depreciation and amortization
    
    
    468,598
    
    
    
    34,552
    
    
    
    66,835
    
    
    
    569,985
    
    
    
    5,039
    
    
    
    402,113
    
    
    
    280,452
    
    
    
    223
    
    
    
    1,257,812
    
    
    
    15,495
    
    
    
    1,273,307Net cash of operating activities
    
    
    (2,396,937
    )
    
    
    (291,183
    )
    
    
    98,832
    
    
    
    (2,589,288
    )
    
    
    522,202
    
    
    
    350,845
    
    
    
    1,564,059
    
    
    
    (744,402
    )
    
    
    (896,584
    )
    
    
    (1,269,950
    )
    
    
    (2,166,534
    )Net cash of investing activities
    
    
    (1,766,998
    )
    
    
    6,561
    
    
    
    (50,413
    )
    
    
    (1,810,850
    )
    
    
    (13,286
    )
    
    
    (565,293
    )
    
    
    (2,278,369
    )
    
    
    (2,069,781
    )
    
    
    (6,737,579
    )
    
    
    1,886,880
    
    
    
    (4,850,699
    )Net cash of financing activities
    
    
    3,363,099
    
    
    
    187,911
    
    
    
    (9,410
    )
    
    
    3,541,600
    
    
    
    (520,615
    )
    
    
    167,233
    
    
    
    894,579
    
    
    
    2,790,727
    
    
    
    6,873,524
    
    
    
    (616,934
    )
    
    
    6,256,590
 F-56




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##### Table of Contents



Construction
    
    
    
    
    
    Housing
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    
    
    
    
    
    
    
    TotalCivil
    
    Industrial
    
    Development
    
    Subtotal
    
    Development
    
    Airports (3)
    
    Infrastructure
    
    and Other
    
    Total Segments
    
    Eliminations
    
    Consolidated2008:External revenues
    
    Ps.
    11,402,252
    
    
    Ps.
    4,151,970
    
    
    Ps.
    1,679,791
    
    
    Ps.
    17,234,013
    
    
    Ps.
    2,151,041
    
    
    Ps.
    1,988,497
    
    
    Ps.
    1,851,693
    
    
    Ps.
    49,611
    
    
    Ps.
    23,274,855
    
    
    Ps.
    (523,833
    )
    
    Ps.
    22,751,022Intersegment revenues
    
    
    3,279,424
    
    
    
    669,576
    
    
    
    454,858
    
    
    
    4,403,858
    
    
    
    26,117
    
    
    
    1,434,757
    
    
    
    2,127,205
    
    
    
    461,365
    
    
    
    8,453,302
    
    
    
    523,833
    
    
    
    8,977,135Operating (loss) income
    
    
    346,107
    
    
    
    113,778
    
    
    
    12,694
    
    
    
    472,579
    
    
    
    143,658
    
    
    
    721,435
    
    
    
    541,706
    
    
    
    (34,557
    )
    
    
    1,844,821
    
    
    
    (58,721
    )
    
    
    1,786,100Financing cost (income)
    
    
    (304,199
    )
    
    
    (70,303
    )
    
    
    13,656
    
    
    
    (360,846
    )
    
    
    5,366
    
    
    
    241,238
    
    
    
    504,667
    
    
    
    153,165
    
    
    
    543,590
    
    
    
    (2,633
    )
    
    
    540,957Income tax expense (benefit)
    
    
    159,442
    
    
    
    50,483
    
    
    
    546
    
    
    
    210,471
    
    
    
    (21
    )
    
    
    290,354
    
    
    
    190,348
    
    
    
    (366,111
    )
    
    
    325,041
    
    
    
    (23,015
    )
    
    
    302,026Statutory employee profit sharing
expense
    
    
    67,279
    
    
    
    23,224
    
    
    
    
    
    
    
    90,503
    
    
    
    
    
    
    
    (101,604
    )
    
    
    1,141
    
    
    
    2,181
    
    
    
    (7,779
    )
    
    
    
    
    
    
    (7,779
    )Share in operations of associated
companies
    
    
    (20,336
    )
    
    
    
    
    
    
    
    
    
    
    (20,336
    )
    
    
    
    
    
    
    
    
    
    
    (416,760
    )
    
    
    5,436
    
    
    
    (431,660
    )
    
    
    (947
    )
    
    
    (432,607
    )Segment assets
    
    
    15,294,595
    
    
    
    2,527,001
    
    
    
    1,405,979
    
    
    
    19,227,575
    
    
    
    5,481,822
    
    
    
    9,964,108
    
    
    
    16,927,017
    
    
    
    16,982,789
    
    
    
    68,583,311
    
    
    
    (19,051,203
    )
    
    
    49,532,108Investments in associated companies
    
    
    107,131
    
    
    
    
    
    
    
    1,872
    
    
    
    109,003
    
    
    
    1,761
    
    
    
    2
    
    
    
    59,830
    
    
    
    14,585,509
    
    
    
    14,756,105
    
    
    
    (14,509,814
    )
    
    
    246,291Segment liabilities(1)
    
    
    7,744,183
    
    
    
    1,563,389
    
    
    
    981,755
    
    
    
    10,289,327
    
    
    
    1,183,293
    
    
    
    2,046,046
    
    
    
    2,422,834
    
    
    
    2,522,086
    
    
    
    18,463,586
    
    
    
    (4,621,276
    )
    
    
    13,842,310Capital expenditures(2)
    
    
    963,548
    
    
    
    42,813
    
    
    
    59,464
    
    
    
    1,065,825
    
    
    
    66,435
    
    
    
    2,332,376
    
    
    
    3,934,782
    
    
    
    37,745
    
    
    
    7,437,163
    
    
    
    
    
    
    
    7,437,163Depreciation and amortization
    
    
    215,778
    
    
    
    34,405
    
    
    
    83,606
    
    
    
    333,789
    
    
    
    7,505
    
    
    
    383,125
    
    
    
    178,999
    
    
    
    423
    
    
    
    903,841
    
    
    
    15,774
    
    
    
    919,615Net cash of operating activities
    
    
    (1,939,533
    )
    
    
    58,448
    
    
    
    (19,694
    )
    
    
    (1,900,779
    )
    
    
    (1,056,367
    )
    
    
    461,716
    
    
    
    1,064,423
    
    
    
    (890,218
    )
    
    
    (2,321,225
    )
    
    
    813,459
    
    
    
    (1,507,766
    )Net cash of investing activities
    
    
    (40,730
    )
    
    
    (175,715
    )
    
    
    (27,226
    )
    
    
    (243,671
    )
    
    
    67,927
    
    
    
    (1,566,177
    )
    
    
    (2,114,843
    )
    
    
    285,822
    
    
    
    (3,570,942
    )
    
    
    (977,004
    )
    
    
    (4,547,946
    )Net cash of financing activities
    
    
    2,141,750
    
    
    
    275,643
    
    
    
    101
    
    
    
    2,417,494
    
    
    
    918,324
    
    
    
    (314,029
    )
    
    
    1,837,502
    
    
    
    (80,041
    )
    
    
    4,779,250
    
    
    
    163,544
    
    
    
    4,942,794
 
 (1)
    
    Segment liabilities include only the operating liabilities attributable to each segment.(2)
    
    Capital expenditures include purchases of property, plant and equipment, investments in concessions
and other assets.(3)
    
    During 2010, airports became a separate segment. Prior periods were restated to reflect the change. F-57




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##### Table of Contents



Year Ended December 31,2010
    
    2009
    
    2008National:a. Public sectorPetróleos Mexicanos
    
    Ps.
    3,673,512
    
    
    Ps.
    2,939,680
    
    
    Ps.
    2,875,220Comisión Federal de Electricidad
    
    
    3,790,480
    
    
    
    3,864,874
    
    
    
    2,477,402Secretaría de Comunicaciones y Transportes
    
    
    3,043,900
    
    
    
    44,271
    
    
    
    202,998Sistema de Transporte Metropolitano
    
    
    
    
    
    
    2,395,789
    
    
    
    232,549Aeropuertos y Servicios Auxiliares
    
    
    38,096
    
    
    
    177,102
    
    
    
    338,489Instituto Mexicano del Seguro Social
    
    
    120,759
    
    
    
    430,225
    
    
    
    115,630Poder Judicial de la Federación
    
    
    
    
    
    
    
    
    
    
    21,950Instituto Nacional de Rehabilitación
    
    
    174,426
    
    
    
    129,525
    
    
    
    Comisión Nacional del Agua
    
    
    3,132,300
    
    
    
    1,428,055
    
    
    
    11,223State Governments
    
    
    1,130,477
    
    
    
    2,043,663
    
    
    
    2,751,751Gobierno del Distrito Federal
    
    
    5,270,741
    
    
    
    861,657
    
    
    
    173,999Instituto de Seguridad Social al Servicio de Trabajadores del Estado
    
    
    553,434
    
    
    
    236,842
    
    
    
    Fideicomiso 1928 (Río de la Compañía)
    
    
    6,012
    
    
    
    269,687
    
    
    
    Sistema de Autopistas y Aeropuertos y Servicios Conexos y
Auxiliares del Estado de México
    
    
    1,044,895
    
    
    
    1,273,426
    
    
    
    Secretaría de Marina
    
    
    
    
    
    
    47,639
    
    
    
    632,145Secretaría de Seguridad Pública de Nayarit
    
    
    1,014,249
    
    
    
    
    
    
    
    Centro
Nacional de Evaluación para la Educación Superior, A.C.
    
    
    10,352
    
    
    
    
    
    
    
    b. Private sectorTerminal de Ling-Shell
    
    
    
    
    
    
    21,223
    
    
    
    Playa Paraiso Maya, S.A. de C.V.
    
    
    
    
    
    
    52,708
    
    
    
    Indelpro, S.A. de .C.V.
    
    
    
    
    
    
    
    
    
    
    43,828Fideicomiso de Autotransportes del Golfo
    
    
    349,294
    
    
    
    324,786
    
    
    
    243,625Minera y Metalúrgica del Boleo, S.A. de C.V.
    
    
    50,145
    
    
    
    
    
    
    
    Marathon Oil Company
    
    
    118,917
    
    
    
    
    
    
    
    Altos Hornos de México, S.A.
    
    
    312,158
    
    
    
    358,489
    
    
    
    595,637Energía
Costa Azul, S. de R.L.
    
    
    
    
    
    
    349,957
    
    
    
    288,502Aeropuerto de la Ciudad de México
    
    
    71,012
    
    
    
    11,933
    
    
    
    216,769Monterrey Airport
    
    
    
    
    
    
    142,450
    
    
    
    308,213Proyecto Esmeralda
    
    
    347,381
    
    
    
    500,934
    
    
    
    312,093Red de Carreteras
    
    
    1,036,994
    
    
    
    1,342,057
    
    
    
    213,701Vista Serena
S. de R.L.
    
    
    17,966
    
    
    
    307,910
    
    
    
    346,703Partes Relacionadas (ICA Fluor Daniel)
    
    
    51,693
    
    
    
    138,590
    
    
    
    Estadio Chivas
    
    
    38,196
    
    
    
    267,499
    
    
    
    760,751Year Ended December 31,2010
    
    2009
    
    2008Foreign:Public and private sectorSpain
    
    
    1,305,823
    
    
    
    1,514,373
    
    
    
    1,679,791Colombia
    
    
    79,315
    
    
    
    82,718
    
    
    
    123,638Venezuela
    
    
    
    
    
    
    
    
    
    
    98,529Panama
    
    
    266,937
    
    
    
    14,646
    
    
    
    363,016
 F-58




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##### Table of Contents



ForeignUnited
    
    Latin
    
    Sub-
    
    IntersegmentMexico
    
    Spain
    
    States
    
    America
    
    total
    
    Eliminations
    
    Total2010:Revenues:Construction
    
    Ps.
    26,331,621
    
    
    Ps.
    1,305,823
    
    
    Ps.
    9,266
    
    
    Ps.
    344,887
    
    
    Ps.
    27,991,597
    
    
    Ps.
    (141,816
    )
    
    Ps.
    27,849,781Housing development
    
    
    2,518,875
    
    
    
    
    
    
    
    
    
    
    
    528,658
    
    
    
    3,047,533
    
    
    
    
    
    
    
    3,047,533Infrastructure and airports
    
    
    4,210,768
    
    
    
    
    
    
    
    
    
    
    
    610,949
    
    
    
    4,821,717
    
    
    
    
    
    
    
    4,821,717Corporate and other
    
    
    (753,767
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (753,767
    )
    
    
    
    
    
    
    (753,767
    )Total revenues
    
    
    32,307,497
    
    
    
    1,305,823
    
    
    
    9,266
    
    
    
    1,484,494
    
    
    
    35,107,080
    
    
    
    (141,816
    )
    
    
    34,965,264Capital expenditures
    
    
    3,682,592
    
    
    
    38,293
    
    
    
    
    
    
    
    187,491
    
    
    
    3,908,376
    
    
    
    
    
    
    
    3,908,376Fixed assets
    
    
    3,827,044
    
    
    
    244,854
    
    
    
    
    
    
    
    134,178
    
    
    
    4,206,076
    
    
    
    5,498
    
    
    
    4,211,574Total assets
    
    
    69,904,190
    
    
    
    1,029,323
    
    
    
    1,223,759
    
    
    
    4,567,383
    
    
    
    76,724,655
    
    
    
    (1,736,196
    )
    
    
    74,988,4592009:Revenues:Construction
    
    Ps.
    23,535,720
    
    
    Ps.
    1,514,373
    
    
    Ps.
    
    
    
    Ps.
    94,910
    
    
    Ps.
    25,145,003
    
    
    Ps.
    (53,290
    )
    
    Ps.
    25,091,713Housing development
    
    
    2,271,199
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,271,199
    
    
    
    
    
    
    
    2,271,199Infrastructure and airports
    
    
    3,384,114
    
    
    
    
    
    
    
    
    
    
    
    742,858
    
    
    
    4,126,972
    
    
    
    
    
    
    
    4,126,972Corporate and other
    
    
    (618,522
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (618,522
    )
    
    
    
    
    
    
    (618,522
    )Total revenues
    
    
    28,572,511
    
    
    
    1,514,373
    
    
    
    
    
    
    
    837,768
    
    
    
    30,924,652
    
    
    
    (53,290
    )
    
    
    30,871,362Capital expenditures
    
    
    3,509,988
    
    
    
    95,267
    
    
    
    
    
    
    
    11,677
    
    
    
    3,616,932
    
    
    
    
    
    
    
    3,616,932Fixed assets
    
    
    3,941,429
    
    
    
    323,493
    
    
    
    
    
    
    
    7,658
    
    
    
    4,272,580
    
    
    
    
    
    
    
    4,272,580Total assets
    
    
    60,368,439
    
    
    
    1,274,193
    
    
    
    1,558,463
    
    
    
    4,695,307
    
    
    
    67,896,402
    
    
    
    (3,151,097
    )
    
    
    64,745,3052008:Revenues:Construction
    
    Ps.
    15,088,539
    
    
    Ps.
    1,679,791
    
    
    Ps.
    
    
    
    Ps.
    470,099
    
    
    Ps.
    17,238,429
    
    
    Ps.
    (4,416
    )
    
    Ps.
    17,234,013Housing development
    
    
    2,151,041
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,151,041
    
    
    
    
    
    
    
    2,151,041Infrastructure and airports
    
    
    3,251,326
    
    
    
    
    
    
    
    
    
    
    
    588,864
    
    
    
    3,840,190
    
    
    
    
    
    
    
    3,840,190Corporate and other
    
    
    (474,221
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474,221
    )
    
    
    
    
    
    
    (474,221
    )Total revenues
    
    
    20,016,684
    
    
    
    1,679,791
    
    
    
    
    
    
    
    1,058,963
    
    
    
    22,755,438
    
    
    
    (4,416
    )
    
    
    22,751,022Capital expenditures
    
    
    7,311,814
    
    
    
    59,464
    
    
    
    
    
    
    
    65,885
    
    
    
    7,437,163
    
    
    
    
    
    
    
    7,437,163Fixed assets
    
    
    3,036,389
    
    
    
    257,036
    
    
    
    25
    
    
    
    15,860
    
    
    
    3,309,310
    
    
    
    
    
    
    
    3,309,310Total assets
    
    
    44,868,623
    
    
    
    1,443,991
    
    
    
    1,497,520
    
    
    
    4,029,322
    
    
    
    51,839,456
    
    
    
    (2,307,348
    )
    
    
    49,532,108
 F-59




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##### Table of Contents



29. Differences Between Mexican Financial Reporting Standards and Accounting Principles
Generally Accepted in the United States of America
 Comprehensive Effects of Inflation on
Financial Information
   Millions ofU.S. Dollars(ConvenienceTranslation)Year EndedDecember 31,
    
    
    Years Ended December 31,Reconciliation of Consolidated Net Income (Loss)
    
    2010
    
    
    2010
    
    
    2009
    
    
    2008Consolidated net income reported under MFRS
    
    $
    97
    
    
    Ps.
    1,203,567
    
    
    Ps.
    883,632
    
    
    Ps.
    605,775U.S. GAAP adjustments for:Effect of concession accounting(d)
    
    
    16
    
    
    
    198,486
    
    
    
    (237,767
    )
    
    
    (301,862
    )Reversal of changes in income tax law recorded in equity (e)
    
    
    
    
    
    
    
    
    
    
    (844,076
    )
    
    
    Deferred income taxes(e)
    
    
    (8
    )
    
    
    (92,726
    )
    
    
    427,599
    
    
    
    105,403Deferred statutory employee profit sharing asset (e)
    
    
    (1
    )
    
    
    (15,945
    )
    
    
    
    
    
    
    Capitalization of financing costs(f)
    
    
    (1
    )
    
    
    (12,019
    )
    
    
    8,870
    
    
    
    (54,770
    )Accrual for severance payments(g)
    
    
    9
    
    
    
    109,120
    
    
    
    26,920
    
    
    
    70,395Impairment reversal(h)
    
    
    2
    
    
    
    24,138
    
    
    
    (673,451
    )
    
    
    7,531Reversal of compensation cost recognized in MFRS upon exercise of option (m)(8)
    
    
    
    
    
    
    1,138
    
    
    
    93
    
    
    
    6,550Amortization of intangible resulting from purchase method applied to acquisition
of noncontrolling interest (i)
    
    
    
    
    
    
    (5,681
    )
    
    
    (5,681
    )
    
    
    (5,682
    )Investment in associated companies (cost method) (j)
    
    
    
    
    
    
    
    
    
    
    (16,446
    )
    
    
    (9,671
    )Reversal of deferred (loss) gain or amortization of deferred loss on derivative
financial instruments (k)
    
    
    7
    
    
    
    87,411
    
    
    
    824,562
    
    
    
    (1,730,327
    )Valuation of derivative financial instruments (k)
    
    
    1
    
    
    
    11,011
    
    
    
    10,752
    
    
    
    Debt issuance costs (l)
    
    
    2
    
    
    
    22,751
    
    
    
    
    
    
    
    Consolidated net income (loss) under U.S. GAAP
    
    $
    124
    
    
    Ps.
    1,531,251
    
    
    Ps.
    405,007
    
    
    Ps.
    (1,306,658
    )Net income (loss) attributable to noncontrolling interest
    
    
    24
    
    
    
    292,806
    
    
    
    294,280
    
    
    
    (228,707
    )Net income (loss) attributable to ICA
    
    $
    100
    
    
    Ps.
    1,238,445
    
    
    Ps.
    110,727
    
    
    Ps.
    (1,077,951
    )
 F-60




---



##### Table of Contents



Millions ofU.S. Dollars(ConvenienceTranslation)December 31,
    
    
    At December 31,Reconciliation of Equity
    
    2010
    
    
    2010
    
    
    2009
    
    
    2008Total equity reported under MFRS
    
    $
    1,742
    
    
    Ps.
    21,574,120
    
    
    Ps.
    20,766,059
    
    
    Ps.
    17,433,074Effect of concession accounting (d)
    
    
    (37
    )
    
    
    (463,813
    )
    
    
    (662,299
    )
    
    
    (424,532
    )1,705
    
    
    
    21,110,307
    
    
    
    20,103,760
    
    
    
    17,008,542U.S. GAAP adjustments for:Effect on retained earnings from:Deferred income taxes(e)
    
    
    (161
    )
    
    
    (1,998,063
    )
    
    
    (1,905,337
    )
    
    
    (2,332,935
    )Deferred statutory employee profit sharing(e)
    
    
    (31
    )
    
    
    (387,749
    )
    
    
    (371,804
    )
    
    
    (371,804
    )Restatement for inflation on foreign sourced fixed assets
    
    
    (19
    )
    
    
    (240,830
    )
    
    
    (240,830
    )
    
    
    (240,830
    )Capitalization of financing costs(f)
    
    
    (8
    )
    
    
    (103,887
    )
    
    
    (91,868
    )
    
    
    (100,738
    )Accrual for severance payments(g)
    
    
    10
    
    
    
    118,108
    
    
    
    8,988
    
    
    
    (17,932
    )Gain on sale of foreign subsidiaries
    
    
    22
    
    
    
    270,715
    
    
    
    270,715
    
    
    
    270,715Impairment reversal(h)
    
    
    (66
    )
    
    
    (819,624
    )
    
    
    (843,762
    )
    
    
    (170,311
    )Reversal of compensation cost recognized in MFRS upon exercise of option(l)(8)
    
    
    4
    
    
    
    51,087
    
    
    
    49,949
    
    
    
    49,856Reversal of acquisition cost (gain) of noncontrolling interest(i)
    
    
    40
    
    
    
    501,464
    
    
    
    501,464
    
    
    
    501,464Amortization of intangible resulting from purchase method applied to
acquisition of noncontrolling interest (i)
    
    
    (2
    )
    
    
    (19,177
    )
    
    
    (13,495
    )
    
    
    (7,815
    )Reversal of additional paid-in capital recognized in MFRS upon exercise of
option(m)(8)
    
    
    (4
    )
    
    
    (51,087
    )
    
    
    (49,949
    )
    
    
    (49,856
    )Investment in associated companies (cost method) (j)
    
    
    (2
    )
    
    
    (26,117
    )
    
    
    (26,117
    )
    
    
    (9,671
    )Debt issuance costs (l)
    
    
    2
    
    
    
    22,751
    
    
    
    
    
    
    
    Reversal of deferred loss on derivative financial instruments (k)
    
    
    (66
    )
    
    
    (818,354
    )
    
    
    (905,765
    )
    
    
    (1,730,327
    )Valuation of derivative financial instruments (k)
    
    
    11
    
    
    
    131,273
    
    
    
    27,715
    
    
    
    Reclass of redeemable noncontrolling interest to temporary equity (c)
    
    
    (12
    )
    
    
    (154,831
    )
    
    
    (129,895
    )
    
    
    (144,040
    )Valuation of redeemable noncontrolling interest to redemption price (c)
    
    
    (2
    )
    
    
    (15,676
    )
    
    
    (26,787
    )
    
    
    Effect on insufficiency from restatement for inflation of capital and
accumulated other comprehensive income related to:Deferred income taxes
    
    
    181
    
    
    
    2,235,643
    
    
    
    2,235,643
    
    
    
    2,235,643Deferred statutory employee profit sharing
    
    
    7
    
    
    
    84,820
    
    
    
    84,820
    
    
    
    84,820Restatement for inflation of foreign sourced fixed assets
    
    
    18
    
    
    
    227,554
    
    
    
    227,554
    
    
    
    227,554Gain on sale of foreign subsidiaries
    
    
    (22
    )
    
    
    (270,715
    )
    
    
    (270,715
    )
    
    
    (270,715
    )Adjustment for excess of additional minimum liability related to severance
payments(g)
    
    
    
    
    
    
    4,299
    
    
    
    4,299
    
    
    
    4,299Adjustment for retirement benefits, net of tax(g)
    
    
    (13
    )
    
    
    (149,725
    )
    
    
    (34,854
    )
    
    
    (9,197
    )Equity under U.S. GAAP
    
    $
    1,592
    
    
    Ps.
    19,702,186
    
    
    Ps.
    18,603,729
    
    
    Ps.
    14,926,722Equity attributable to noncontrolling interest
    
    
    257
    
    
    
    3,187,320
    
    
    
    3,040,550
    
    
    
    2,278,659Equity attributable to ICA
    
    $
    1,335
    
    
    Ps.
    16,514,866
    
    
    Ps.
    15,563,179
    
    
    Ps.
    12,648,063
 F-61




---



##### Table of Contents



Years Ended December 31, 2010Attributable
    
    
    Noncontrolling
    
    
    Total equity underto ICA
    
    
    Interest
    
    
    U.S. GAAPEquity under U.S. GAAP at January 1
    
    Ps.
    15,563,179
    
    
    Ps.
    3,040,550
    
    
    Ps.
    18,603,729Issuance of common stock
    
    
    84,206
    
    
    
    
    
    
    
    84,206Effect from acquisition of noncontrolling interest
    
    
    33,412
    
    
    
    
    
    
    
    33,412Decrease in noncontrolling interest
    
    
    
    
    
    
    (118,411
    )
    
    
    (118,411
    )Consolidated net income under U.S. GAAP
    
    
    1,238,445
    
    
    
    292,806
    
    
    
    1,531,251Reclassification of redeemable noncontrolling interest to temporary equity
    
    
    
    
    
    
    (24,936
    )
    
    
    (24,936
    )Valuation of redeemable noncontrolling interest to redemption price
    
    
    11,110
    
    
    
    
    
    
    
    11,110Accumulated other comprehensive income:Adjustment for retirement benefits, net of tax of Ps.24,366
    
    
    (114,870
    )
    
    
    
    
    
    
    (114,870
    )Foreign currency translation
    
    
    (56,908
    )
    
    
    
    
    
    
    (56,908
    )Valuation of derivative financial instruments, net of taxes of Ps.27,395
    
    
    (243,708
    )
    
    
    (2,689
    )
    
    
    (246,397
    )Equity under U.S. GAAP at December 31
    
    Ps.
    16,514,866
    
    
    Ps.
    3,187,320
    
    
    Ps.
    19,702,186
 Years Ended December 31, 2009Attributable
    
    
    Noncontrolling
    
    
    Total equity underto ICA
    
    
    Interest
    
    
    U.S. GAAPEquity under U.S. GAAP at January 1
    
    Ps.
    12,648,063
    
    
    Ps.
    2,278,659
    
    
    Ps.
    14,926,722Issuance of common stock
    
    
    2,999,776
    
    
    
    
    
    
    
    2,999,776Repurchase of own shares
    
    
    (7,936
    )
    
    
    
    
    
    
    (7,936
    )Effect from acquisition of noncontrolling interest
    
    
    9,799
    
    
    
    
    
    
    
    9,799Increase in noncontrolling interest
    
    
    
    
    
    
    456,261
    
    
    
    456,261Consolidated net income under U.S. GAAP
    
    
    110,727
    
    
    
    294,280
    
    
    
    405,007Reclassification of redeemable noncontrolling interest to temporary equity
    
    
    
    
    
    
    14,145
    
    
    
    14,145Valuation of redeemable noncontrolling interest to redemption price
    
    
    (26,787
    )
    
    
    
    
    
    
    (26,787
    )Accumulated other comprehensive income:Adjustment for retirement benefits, net of tax of Ps.5,443
    
    
    (25,657
    )
    
    
    
    
    
    
    (25,657
    )Foreign currency translation
    
    
    4,108
    
    
    
    
    
    
    
    4,108Valuation of derivative financial instruments
    
    
    (148,914
    )
    
    
    (2,795
    )
    
    
    (151,709
    )Equity under U.S. GAAP at December 31
    
    Ps.
    15,563,179
    
    
    Ps.
    3,040,550
    
    
    Ps.
    18,603,729
 Years Ended December 31, 2008Attributable
    
    
    Noncontrolling
    
    
    Total equity underto ICA
    
    
    Interest
    
    
    U.S. GAAPEquity under U.S. GAAP at January 1
    
    Ps.
    14,123,447
    
    
    Ps.
    3,278,933
    
    
    Ps.
    17,402,380Issuance of common stock
    
    
    3,417
    
    
    
    
    
    
    
    3,417Repurchase of own shares
    
    
    (89,929
    )
    
    
    
    
    
    
    (89,929
    )Decrease in noncontrolling interest
    
    
    
    
    
    
    (680,646
    )
    
    
    (680,646
    )Consolidated net loss under U.S. GAAP
    
    
    (1,077,951
    )
    
    
    (228,707
    )
    
    
    (1,306,658
    )Reclass of redeemable noncontrolling interest to temporary equity
    
    
    
    
    
    
    18,502
    
    
    
    18,502Accumulated other comprehensive income:Adjustment for retirement benefits, net of tax of Ps.44,839
    
    
    226,898
    
    
    
    
    
    
    
    226,898Foreign currency translation
    
    
    (67,967
    )
    
    
    
    
    
    
    (67,967
    )Valuation of derivative financial instruments
    
    
    (469,852
    )
    
    
    (109,423
    )
    
    
    (579,275
    )Equity under U.S. GAAP at December 31
    
    Ps.
    12,648,063
    
    
    Ps.
    2,278,659
    
    
    Ps.
    14,926,722
 F-62




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##### Table of Contents



(a) Application of Losses, Stock Issue Costs and Classification of Purchases of
Noncontrolling Interest
      Accumulated
    
    
    
    
    
    AccumulatedAdjustments for
    
    
    
    
    
    Adjustments forApplication of
    
    
    
    
    
    Application ofLosses and Offering
    
    
    
    
    
    Losses and OfferingCosts at December
    
    
    
    
    
    Costs at December31, 2009
    
    Adjustments
    
    31, 2010Common stock
    
    Ps.
    11,405,883
    
    
    Ps.
    
    
    
    Ps.
    11,405,883Additional paid-in capital
    
    
    7,089,921
    
    
    
    33,412
    
    
    
    7,123,333Reserve for repurchase of shares
    
    
    (2,000,206
    )
    
    
    
    
    
    
    (2,000,206
    )Accumulated deficit
    
    
    (4,076,255
    )
    
    
    (33,412
    )
    
    
    (4,109,667
    )Cumulative other comprehensive loss
    
    
    (12,419,343
    )
    
    
    
    
    
    
    (12,419,343
    )
 (b) Proportionate Gross Consolidation Method
 Consolidated and Combined
Financial Statements
 F-63




---



##### Table of Contents



sociedad de responsabilidad limitada
  
    
    The capital stock of a S. de R.L. is divided into participation units that may
not be freely transferable or publicity traded, as distinguished from shares of common
stock in a corporation, which may be transferable and publicity traded;
    
    Significant control over management and operations of the entity may be maintained
by participants of S. de R.L. in a manner that is similar to managing members of a
limited liability company, as distinguished from a corporation where control is vested in
a board of directors rather than the shareholders.
   December 31,2010
    
    
    2009Balance Sheet Data:Current assets
    
    Ps.
    5,154,506
    
    
    Ps.
    5,388,125Non-current assets
    
    
    381,405
    
    
    
    261,436Current liabilities
    
    
    (4,025,224
    )
    
    
    (4,163,880
    )Non-current liabilities
    
    
    (205,158
    )
    
    
    (334,019
    )Investment of minority interest
    
    
    (8
    )
    
    
    (5
    )Partners equity
    
    Ps.
    1,305,521
    
    
    Ps.
    1,151,657
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Statement of Income Data:Total revenues
    
    Ps.
    8,802,819
    
    
    Ps.
    7,947,084
    
    
    Ps.
    8,303,939Operating income
    
    
    458,311
    
    
    
    464,935
    
    
    
    252,756Other expense
    
    
    45,433
    
    
    
    57,528
    
    
    
    48,750Income before income tax on profits
    
    
    411,304
    
    
    
    444,286
    
    
    
    343,961Income tax
    
    
    143,213
    
    
    
    184,757
    
    
    
    132,377Minority interest in results of consolidated subsidiaries
    
    
    3
    
    
    
    2
    
    
    
    67Net income
    
    Ps.
    268,091
    
    
    Ps.
    259,529
    
    
    Ps.
    211,584
 F-64




---



##### Table of Contents



December 31,2010
    
    2009Balance Sheet Data:Current assets
    
    Ps.
    3,451,241
    
    
    Ps.
    2,204,304Non-current assets
    
    
    3,885,030
    
    
    
    1,921,027Current liabilities
    
    
    2,786,046
    
    
    
    1,631,129Non-current liabilities
    
    
    3,196,413
    
    
    
    1,726,260
 Year Ended December,2010
    
    2009
    
    2008Statement of Income Data:Total revenues
    
    Ps.
    5,151,756
    
    
    Ps.
    3,515,212
    
    
    Ps.
    1,871,495Operating income
    
    
    231,048
    
    
    
    123,588
    
    
    
    46,900Income before income tax expense
    
    
    240,604
    
    
    
    124,155
    
    
    
    63,730Income tax
    
    
    83,159
    
    
    
    51,185
    
    
    
    54,015Net income
    
    
    157,445
    
    
    
    72,970
    
    
    
    9,715
 (c) Redeemable Noncontrolling Interest
    F-65




---



##### Table of Contents



(d) Effects of Concession Accounting
  (e) Deferred Income Taxes and Statutory Employee Profit Sharing
 Income
Taxes Income Tax, Asset Tax and Statutory Employee Profit Sharing Income Taxes
  F-66




---



##### Table of Contents



Employee
Benefits
   December 31,2010
    
    
    2009Reconciliation of net deferred income tax liability:Deferred income taxes under MFRS (see Note 20a, 20c and 20d)
    
    Ps.
    (2,545,282
    )
    
    Ps.
    (2,751,791
    )Additional depreciation related to impairment reversal
    
    
    113,630
    
    
    
    117,854Difference related to reversal debt expenses
    
    
    (6,371
    )
    
    
    Difference related to derivative financial instruments
    
    
    (1,748
    )
    
    
    Difference related to severance payments
    
    
    (23,807
    )
    
    
    (4,711
    )Difference related to capitalized financing costs
    
    
    551
    
    
    
    (1,552
    )Difference related to effects of concession accounting
    
    
    5,588
    
    
    
    39,196Difference related to purchase method for minority interest
    
    
    1,988
    
    
    
    994Deferred income tax recorded in OCI
    
    
    14,185
    
    
    
    (5,443
    )Effect of
subsidiaries consolidated proportionately under MFRS
    
    
    147,769
    
    
    
    178,525Net deferred income tax liability under U.S. GAAP
    
    Ps.
    (2,293,497
    )
    
    Ps.
    (2,426,928
    )Composition of deferred income taxes:Current:Liabilities
    
    Ps.
    (3,919,324
    )
    
    Ps.
    (2,966,801
    )Assets
    
    
    3,047,437
    
    
    
    2,666,387Net current deferred income tax liability before valuation allowance
    
    
    (871,887
    )
    
    
    (300,414
    )Non-current:Liabilities
    
    
    (4,068,120
    )
    
    
    (3,461,957
    )Assets
    
    
    4,114,907
    
    
    
    3,207,335Net non-current deferred tax asset before valuation allowance
    
    
    46,787
    
    
    
    (254,622
    )Valuation allowance
    
    
    (1,468,397
    )
    
    
    (1,871,892
    )Net non-current deferred income tax liability
    
    
    (1,421,610
    )
    
    
    (2,126,514
    )Net deferred income tax liability under U.S. GAAP
    
    Ps.
    (2,293,497
    )
    
    Ps.
    (2,426,928
    )
   F-67




---



##### Table of Contents



(f) Capitalization of Financing Costs
   (g) Liability for Severance Payments, Pension Plan and Seniority Premiums
 Employee Benefits Nonretirement Postemployment Benefits
 Employee Benefits
   F-68




---



##### Table of Contents



December 31,2010
    
    
    2009At December 31:Projected benefit obligation
    
    Ps.
    671,840
    
    
    Ps.
    471,806Plan assets at fair value
    
    
    (20,332
    )
    
    
    (16,615
    )Accrued benefit cost recognized in the balance sheet (underfunded status)
    
    Ps.
    651,308
    
    
    Ps.
    455,191Accumulated benefit obligation
    
    Ps.
    339,168
    
    
    Ps.
    197,187Change in benefit obligations:Benefit obligation at beginning of year
    
    Ps.
    471,806
    
    
    Ps.
    428,508Service cost
    
    
    52,117
    
    
    
    51,196Interest cost
    
    
    36,730
    
    
    
    34,088Actuarial loss
    
    
    44,793
    
    
    
    38,540Benefits paid
    
    
    (46,802
    )
    
    
    (82,930
    )Acquisition and others
    
    
    113,196
    
    
    
    2,404Benefit obligation at end of year
    
    Ps.
    671,840
    
    
    Ps.
    471,806Change in plan assets:Fair value of plan assets at beginning of year
    
    Ps.
    16,615
    
    
    Ps.
    12,093Employer contributions
    
    
    4,391
    
    
    
    4,442Return on plan assets
    
    
    882
    
    
    
    764Benefits paid
    
    
    (1,556
    )
    
    
    (684
    )Fair value of plan assets at end of year
    
    Ps.
    20,332
    
    
    Ps.
    16,615
 December 31,2010
    
    
    2009Components of net periodic benefit cost:Service cost
    
    Ps.
    52,117
    
    
    Ps.
    51,196Interest cost
    
    
    36,730
    
    
    
    34,088Expected return on assets
    
    
    (1,521
    )
    
    
    (1,235
    )Amortization of unrecognized items
    
    
    19,393
    
    
    
    9,870Net periodic benefit cost
    
    Ps.
    106,718
    
    
    Ps.
    93,919Weighted-average assumption used to determine benefit obligations at December 31:Discount rate
    
    
    8.50
    %
    
    
    8.50
    %Rate of compensation increase
    
    
    5.50
    %
    
    
    5.50
    %Weighted-average assumption used to determine net periodic benefit cost for years ended
December 31:Discount rate
    
    
    7.97
    %
    
    
    8.50
    %Rate of compensation increase
    
    
    5.50
    %
    
    
    5.50
    %Other comprehensive income:Amounts recognized in other comprehensive income during the year:Net loss
    
    Ps.
    (45,433
    )
    
    Ps.
    Prior service cost
    
    Ps.
    (113,196
    )
    
    Ps.
    (43,056
    )Amounts reclassified from other comprehensive income as a component of net periodic pension cost:Net gain
    
    Ps.
    12,886
    
    
    Ps.
    4,020Prior service cost
    
    Ps.
    7,417
    
    
    Ps.
    6,768Transition obligation
    
    Ps.
    (910
    )
    
    Ps.
    (918
    )Estimate to be recognized as a component of net periodic pension cost over the following fiscal year:Net gain
    
    Ps.
    42,888
    
    
    Ps.
    12,886Prior service cost
    
    Ps.
    165,958
    
    
    Ps.
    6,766Transition obligation
    
    Ps.
    
    
    
    Ps.
    (910
    )
 F-69




---



##### Table of Contents



Plan assets at December 31,2010
    
    2009Asset categoryEquity securities
    
    
    20
    %
    
    
    12
    %Debt securities
    
    
    80
    %
    
    
    88
    %Other
    
    
    
    %
    
    
    
    %Total
    
    
    100
    %
    
    
    100
    %
   Pension Planand TerminationSeniority
    
    Indemnity upon
    
    Dismissal andPremium
    
    Dismissal at
    
    DeathBenefits
    
    Retirement
    
    Benefits2011
    
    Ps.
    4,188
    
    
    Ps.
    42,574
    
    
    Ps.
    39,6032012
    
    
    3,499
    
    
    
    19,795
    
    
    
    33,6422013
    
    
    3,390
    
    
    
    13,233
    
    
    
    29,1562014
    
    
    3,650
    
    
    
    21,994
    
    
    
    25,7222015
    
    
    3,656
    
    
    
    24,435
    
    
    
    23,061Thereafter
    
    
    24,105
    
    
    
    291,610
    
    
    
    88,428
 (h) Impairment Reversal
   (i) Acquisition of Noncontrolling Interest
    F-70




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##### Table of Contents



(j) Investment in Associated Companies (Cost Method)
  (k) Deferred Loss on Derivative Financial Instruments
     (l) Debt issuance costs
  F-71




---



##### Table of Contents



(m)
    
    Other Differences and Supplemental U.S. GAAP and Securities and Exchange Commission
Disclosures
 (1)
    
    Inventories At December 31, 2010 and 2009, the Company classified Ps.18.2 million
and Ps.86.1 million of advances to subcontractors within the caption Real estate
inventories in its balance sheet under MFRS. Such amounts should be classified
separately as prepaid expenses within the 2010 and 2009 balance sheet under U.S. GAAP.(2)
    
    Property, plant and equipment At December 31, 2010 and 2009, Ps.77.3 million and
Ps.297.7 million, respectively, of machinery and equipment are in-transit for which the
Company does not have title or bear risk, and thus, is classified as advances to
suppliers for purposes of U.S. GAAP.(3)
    
    Other (income) expense, net The Company recorded the following amounts within
other (income) expense, net in the accompanying MFRS financial statements: (i) in 2010,
personnel expenses related to a restructuring at the Rodio-Kronsa segment of Ps. 64.8
million, (ii) in 2010, 2009 and 2008, current and deferred PTU benefit (expense) of
Ps.29.4 million, Ps.(1.9 million) and Ps.(7.8 million), respectively and (iii) in 2010,
2009 and 2008, (gain) loss on the sale of property, plant and equipment of Ps.70.7
million, Ps.13.8 million and Ps.(10.6 million), respectively. Under U.S. GAAP, these
expenses would be considered a component of operating income.(4)
    
    Fair value of financial instruments On January 1, 2008, the Company adopted FASB
ASC Topic 820, which clarifies that fair value is the price that would be received to
sell an asset or paid to transfer a liability (considered the exit price) in an orderly
transaction between market participants at the measurement date. The statement requires
the use of inputs in determining fair value, which are the assumptions that market
participants would use in pricing the asset or liability, including assumptions about
risk. Inputs can be observable, which are those that reflect the assumptions market
participants would use in pricing the asset or liability developed based on market data
obtained from sources independent of the reporting entity, or unobservable, which are
those that reflect the reporting entitys own assumptions about the assumptions market
participants would use in pricing the asset or liability developed based on the best
information available in the circumstances. The statement requires entities to maximize
the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value, and requires entities to categorize the inputs used in fair value
measurements within the following hierarchy:
 Level 1  quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement
date.Level 2  inputs other than quoted prices in Level 1, that are observable for the
asset or liability, either directly or indirectly.Level 3  unobservable inputs for the asset or liability, which include instruments
measured based on the best available information, which might include certain
internally-developed data, and considers risk premiums that a market participant
would require.
  Derivative financial instruments
   F-72




---



##### Table of Contents



Quoted Prices in Active Markets forIdentical
    
    
    Significant Other ObservableYear Ended December 31,
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009AssetsDerivative financial
instruments  asset
    
    Ps.
    46,279
    
    
    Ps.
    66,718
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    46,279
    
    
    Ps.
    66,718Total assets at fair value
    
    Ps.
    46,279
    
    
    Ps.
    66,718
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    46,279
    
    
    Ps.
    66,718LiabilitiesDerivative financial
instruments  liability
    
    Ps.
    742,123
    
    
    Ps.
    922,425
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    742,123
    
    
    Ps.
    922,425Total liabilities at fair value
    
    Ps.
    742,123
    
    
    Ps.
    922,425
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    742,123
    
    
    Ps.
    922,425
 Derivatives and Hedging
  Asset DerivativesBalance
    
    
    
    
    
    
    
    
    
    Liability DerivativesSheet
    
    Fair Value
    
    Balance Sheet
    
    Fair ValueInstrument
    
    Location
    
    2010
    
    2009
    
    Location
    
    2010
    
    2009Derivatives designated as hedgingInterest rate swaps
    
    Other assets
    
    Ps.
    
    
    
    Ps.
    768
    
    
    Noncurrent liabilities
    
    Ps.
    (373,981
    )
    
    Ps.
    (212,522
    )Interest rate options
    
    Other assets
    
    
    4,516
    
    
    
    52,136
    
    
    Noncurrent liabilities
    
    
    (262,803
    )
    
    
    (363,886
    )Foreign exchange swaps and options
    
    Other assets
    
    
    41,648
    
    
    
    13,388
    
    
    Noncurrent liabilities
    
    
    (105,339
    )
    
    
    Derivatives not designated as
hedgingInterest rate options
    
    Other assets
    
    
    
    
    
    
    426
    
    
    Noncurrent liabilities
    
    
    
    
    
    
    (42,659
    )Interest rate swaps
    
    Other assets
    
    
    115
    
    
    
    
    
    
    Noncurrent liabilities
    
    
    
    
    
    
    Foreign exchange swaps and options
    
    
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Noncurrent liabilities
    
    Ps.
    
    
    
    Ps.
    (303,358
    )
  Amount of gain (loss) recognized in:Cost of sales
    
    
    Interest expense2010
    
    
    2009
    
    
    2010
    
    
    2009Derivatives designated as hedgingInterest rate swaps
    
    Ps.
    (17,330
    )
    
    Ps.
    2,624
    
    
    Ps.
    (34,767
    )
    
    Ps.
    Interest rate options
    
    
    
    
    
    
    213
    
    
    
    49,335
    
    
    
    (32,923
    )
 F-73




---



##### Table of Contents



Amount of gain (loss) recognized in:Cost of sales
    
    
    Interest expense2010
    
    
    2009
    
    
    2010
    
    
    2009Foreign exchange swaps and options
    
    
    332,013
    
    
    
    
    
    
    
    43,541
    
    
    
    Derivatives not designated as hedgingInterest rate option
    
    
    1,107
    
    
    
    
    
    
    
    
    
    
    
    Interest rate swaps
    
    
    
    
    
    
    9,861
    
    
    
    
    
    
    
    8,860Foreign exchange swaps and options
    
    Ps.
    
    
    
    Ps.
    408,533
    
    
    Ps.
    
    
    
    Ps.
    17,800
  Location of loss
    
    Amount of gainreclassified
    
    reclassified fromAmount of gain recognized in OCI
    
    
    from accumulated OCI
    
    accumulated OCI2010
    
    
    2009
    
    
    
    
    2010
    
    
    2009Derivatives designated as hedgingInterest rate swaps
    
    Ps.
    1,104,733
    
    
    Ps.
    (151,620
    )
    
    Cost of sales
    
    Ps.
    785,440
    
    
    Ps.
    135,226Interest rate swaps
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    
    
    
    
    (14,228
    )Interest rate options
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    326,659
    
    
    
    (89,954
    )Interest rate options
    
    
    13,154
    
    
    
    
    
    
    Interest expense
    
    
    13,281
    
    
    
    Foreign exchange, swaps and
options
    
    
    543,317
    
    
    
    71,032
    
    
    Interest expense
    
    Ps.
    19,692
    
    
    Ps.
    Derivatives not designated as hedgingForeign exchange, swaps and options
    
    Ps.
    
    
    
    Ps.
    (71,121
    )
  Financial Instruments
    F-74




---



##### Table of Contents



December 31,2010
    
    
    2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueFinancial liabilities:Long-term debt
    
    Ps.
    27,644,261
    
    
    Ps.
    28,292,437
    
    
    Ps.
    19,452,798
    
    
    Ps.
    20,026,971
 (5)
    
    Statement of cash flows -
   Millions ofU.S. Dollars(ConvenienceTranslation)Year EndedDecember 31,
    
    
    Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008OPERATING ACTIVITIES:Consolidated net income under MFRS
    
    $
    97
    
    
    Ps.
    1,203,567
    
    
    Ps.
    883,632
    
    
    Ps.
    605,775Effects of concession accounting
    
    
    16
    
    
    
    198,486
    
    
    
    (237,767
    )
    
    
    (301,862
    )Reversal of asset impairment adjustment
    
    
    
    
    
    
    
    
    
    
    (680,554
    )
    
    
    Adjustments to reconcile net income to net cash provided
by
operating activities:Depreciation and amortization
    
    
    132
    
    
    
    1,632,194
    
    
    
    1,271,092
    
    
    
    917,970Deferred income tax expense (benefit)
    
    
    (31
    )
    
    
    (388,874
    )
    
    
    605,754
    
    
    
    188,424Adjustment for valuation of long-term investment
    
    
    (1
    )
    
    
    (10,654
    )
    
    
    11,571
    
    
    
    Effect of change in participation in subsidiary
    
    
    
    
    
    
    
    
    
    
    6,620
    
    
    
    Provision for seniority premiums and severance payments
    
    
    26
    
    
    
    324,958
    
    
    
    93,529
    
    
    
    65,135Loss (gain) on sale of property, plant and equipment
    
    
    1
    
    
    
    6,291
    
    
    
    36,880
    
    
    
    (2,765
    )Allowance for doubtful accounts
    
    
    28
    
    
    
    350,158
    
    
    
    (201,202
    )
    
    
    72,447Share in net loss of associated companies
    
    
    (19
    )
    
    
    (236,877
    )
    
    
    19,157
    
    
    
    417,656Unrealized exchange (gain) loss
    
    
    (37
    )
    
    
    (460,020
    )
    
    
    (268,728
    )
    
    
    485,188Uncollected interest income (Unpaid interest expense)
    
    
    (1
    )
    
    
    (12,019
    )
    
    
    8,870
    
    
    
    (54,770
    )Gain from derivative financial instruments
    
    
    39
    
    
    
    482,864
    
    
    
    314,684
    
    
    
    44,368Others
    
    
    7
    
    
    
    90,786
    
    
    
    
    
    
    
    Changes in operating assets and liabilities (excluding
acquisitions and disposals):Customers
    
    
    (536
    )
    
    
    (6,642,369
    )
    
    
    (5,647,729
    )
    
    
    (3,339,215
    )Other receivables
    
    
    24
    
    
    
    293,531
    
    
    
    (2,078,764
    )
    
    
    (325,242
    )Inventories and others assets
    
    
    (12
    )
    
    
    (154,660
    )
    
    
    93,071
    
    
    
    (277,675
    )Real estate inventories
    
    
    (6
    )
    
    
    (79,263
    )
    
    
    (690,699
    )
    
    
    (2,578,595
    )Trade accounts payable
    
    
    11
    
    
    
    135,861
    
    
    
    1,605,863
    
    
    
    229,519Other current liabilities
    
    
    (23
    )
    
    
    (283,396
    )
    
    
    598,042
    
    
    
    732,659Advances from customers
    
    
    (116
    )
    
    
    (1,437,855
    )
    
    
    195,651
    
    
    
    1,448,350Dividends received
    
    
    
    
    
    
    5,319
    
    
    
    8,140
    
    
    
    2,826Net cash used in operating activities
    
    
    (401
    )
    
    
    (4,981,972
    )
    
    
    (4,052,887
    )
    
    
    (1,669,807
    )INVESTING ACTIVITIES:Acquisitions of property, plant and equipment
    
    
    (40
    )
    
    
    (489,655
    )
    
    
    (1,251,022
    )
    
    
    (2,176,097
    )Investment in concessions and other long term assets
    
    
    (206
    )
    
    
    (2,546,324
    )
    
    
    (2,303,837
    )
    
    
    (1,447,392
    )Proceeds from sale of property, plant and equipment
    
    
    32
    
    
    
    390,128
    
    
    
    225,342
    
    
    
    60,491
 F-75




---



##### Table of Contents



Millions ofU.S. Dollars(ConvenienceTranslation)Year EndedDecember 31,
    
    
    Year Ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Investment in associated companies
    
    
    (44
    )
    
    
    (547,768
    )
    
    
    (193,668
    )
    
    
    (828,517
    )Collections (grants) of loans
    
    
    7
    
    
    
    86,075
    
    
    
    (1,007,195
    )
    
    
    Deferred assets
    
    
    
    
    
    
    1,652
    
    
    
    (388
    )
    
    
    (539,698
    )Restricted cash and cash equivalents
    
    
    23
    
    
    
    283,422
    
    
    
    315,944
    
    
    
    (841,417
    )Net cash used in investing activities
    
    
    (228
    )
    
    
    (2,822,470
    )
    
    
    (4,214,824
    )
    
    
    (5,772,630
    )FINANCING ACTIVITIES:Payments of long-term debt
    
    
    (635
    )
    
    
    (7,864,011
    )
    
    
    (2,727,031
    )
    
    
    (413,290
    )Proceeds from long-term debt
    
    
    1,201
    
    
    
    14,880,564
    
    
    
    7,612,762
    
    
    
    6,123,175Proceeds from short-term debt
    
    
    137
    
    
    
    1,691,933
    
    
    
    
    
    
    
    538,485Repurchase of shares
    
    
    
    
    
    
    
    
    
    
    (7,935
    )
    
    
    (89,930
    )Issuance of common stock
    
    
    
    
    
    
    3,728
    
    
    
    2,979,279
    
    
    
    9,966Decrease in noncontrolling interest
    
    
    (8
    )
    
    
    (93,502
    )
    
    
    (249,464
    )
    
    
    (660,235
    )Derivative financial instruments
    
    
    (43
    )
    
    
    (534,570
    )
    
    
    (316,209
    )
    
    
    (61,737
    )Net cash generated by financing activities
    
    
    652
    
    
    
    8,084,142
    
    
    
    7,291,402
    
    
    
    5,446,434Effect of exchange rate changes on cash
    
    
    (6
    )
    
    
    (68,231
    )
    
    
    40,496
    
    
    
    (169,116
    )Net increase (decrease) in cash and cash equivalents
    
    
    17
    
    
    
    211,469
    
    
    
    (935,813
    )
    
    
    (2,165,119
    )Cash and cash equivalents at beginning of the year
    
    
    207
    
    
    
    2,568,501
    
    
    
    3,504,314
    
    
    
    5,669,433Cash and cash equivalents at the end of the year
    
    $
    224
    
    
    Ps.
    2,779,970
    
    
    Ps.
    2,568,501
    
    
    Ps.
    3,504,314Cash paid for:Interest
    
    $
    150
    
    
    Ps.
    1,856,178
    
    
    Ps.
    1,622,057
    
    
    Ps.
    1,127,059Income taxes
    
    
    33
    
    
    
    408,692
    
    
    
    221,341
    
    
    
    273,503Supplemental non-cash investing activity:Acquisitions of fixed assets on account
and through finance leases
    
    $
    
    
    
    Ps.
    
    
    
    Ps.
    36,257
    
    
    Ps.
    593,518
  (6)
    
    Statement of comprehensive income- The Companys statements of comprehensive
income for the years ended December 31, 2010, 2009 and 2008, after giving effect to the
U.S. GAAP adjustments described above, are set forth below:
 Millions ofU.S. Dollars(ConvenienceTranslation)Year EndedDecember 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Consolidated net income (loss) under U.S. GAAP
    
    $
    124
    
    
    Ps.
    1,531,251
    
    
    Ps.
    405,007
    
    
    Ps
    . (1,306,658
    )Other comprehensive (loss) income:Foreign currency translation
    
    
    (5
    )
    
    
    (56,908
    )
    
    
    4,108
    
    
    
    (67,967
    )Effect of the year for retirement benefits (net
of tax of Ps.24,366, Ps.5,443 and Ps.44,839
for 2010, 2009 and 2008, respectively)
    
    
    (9
    )
    
    
    (114,870
    )
    
    
    (25,657
    )
    
    
    226,898Valuation of derivative financial instruments, net
of tax in 2010 of Ps.27,395
    
    
    (20
    )
    
    
    (246,397
    )
    
    
    (151,709
    )
    
    
    (579,275
    )Comprehensive income (loss) under U.S. GAAP
    
    $
    90
    
    
    Ps.
    1,113,076
    
    
    Ps.
    231,749
    
    
    Ps.
    (1,727,002
    )Comprehensive income (loss) attributable to
noncontrolling interest
    
    
    23
    
    
    
    290,117
    
    
    
    291,485
    
    
    
    (338,130
    )Comprehensive income (loss) attributable to ICA
    
    $
    67
    
    
    Ps.
    822,959
    
    
    Ps
    . (59,736
    )
    
    Ps.
    (1,388,872
    )
 (7)
    
    Earnings per share in accordance with U.S. GAAP- Basic earnings per share is
calculated by dividing income available to common stockholders by the weighted average
number of shares outstanding during the period. The computation of diluted earnings per
share is adjusted to include any potential common shares. Potential common shares include
the Companys stock options under the 2000 stock option plan. The computation and
reconciliation of basic and diluted earnings per share for the years ended December 31,
2010, 2009 and 2008, prepared in accordance with U.S. GAAP are as follows:
 F-76




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##### Table of Contents



Years Ended December 31,2010
    
    
    2009
    
    
    2008Basic income (loss) earnings per share:
    
    Ps.
    1.91
    
    
    Ps.
    0.20
    
    
    Ps.
    (2.17
    )Diluted income (loss) earnings per share:
    
    Ps.
    1.91
    
    
    Ps.
    0.20
    
    
    Ps.
    (2.17
    )Weighted average shares outstanding (thousands)
    
    
    648,183
    
    
    
    565,644
    
    
    
    497,263Dilutive effects of stock option (thousands)
    
    
    4
    
    
    
    47
    
    
    
    335Total potential dilutive shares
    
    
    648,187
    
    
    
    565,691
    
    
    
    497,598
 (8)
    
    Stock option plan As discussed in the MFRS disclosures, the Company established
an employee stock option plan in March 2000. During 2004, the stockholders determined
that no further grants would be made under the plan but that those awards outstanding
would keep their original terms through the life of the award. Through December 31, 2005,
for purposes of U.S. GAAP, the Company applied the intrinsic method in order to determine
compensation cost related to the grant of stock options to employees. On January 1, 2006,
the Company adopted the provisions of FASB ASC Topic 718, Compensation  Stock
Compensation, with respect to the recognition of compensation cost for stock
compensation.All awards granted were vested through 2005 except for the 2003 grant, which vested in
April 2006.
   Weighted AverageNumber of Shares
    
    Exercise PriceOptions outstanding and exercisable at January 1, 2008
    
    
    903,352
    
    
    
    22.50Granted
    
    
    
    
    
    
    Forfeited
    
    
    231,887
    
    
    
    22.50Exercised
    
    
    151,845
    
    
    
    22.50Options outstanding and exercisable at December 31, 2008
    
    
    519,620
    
    
    
    22.50Granted
    
    
    
    
    
    
    Expired
    
    
    197,612
    
    
    
    22.50Exercised
    
    
    35,308
    
    
    
    22.50Options outstanding and exercisable at December 31, 2009
    
    
    286,700
    
    
    
    22.50Granted
    
    
    
    
    
    
    Expired
    
    
    172,215
    
    
    
    22.50Exercised
    
    
    113,485
    
    
    
    22.50Options outstanding and exercisable at December 31, 2010
    
    
    
    
    
    
    
 (9)
    
    Valuation and qualifying accounts Rollforward information for the years ended
December 31, 2010, 2009 and 2008 for the following items are in included in the
respective notes: (i) allowance for doubtful accounts on trade and contract receivables
in Note 6; (ii) allowance for obsolete inventory in Note 9; and (iii) short-term and
long-term provisions in Note 16. Changes in the Companys valuation and qualifying
accounts for impairment is as follows:
 AdditionsBalance at
    
    
    Charged
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning of
    
    
    to Costs and
    
    
    Inflation
    
    
    
    
    
    
    End ofDescription
    
    Year
    
    
    Expenses
    
    
    Effects
    
    
    Deductions
    
    
    YearAllowance for impairment(1):Year ended December 31, 2008
    
    Ps.
    1,116,130
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    1,116,130Year ended December 31, 2009
    
    Ps.
    1,116,130
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (680,554
    )
    
    Ps.
    435,576Year ended December 31, 2010
    
    Ps.
    435,576
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    435,576
 F-77




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##### Table of Contents



(1)
    
    Includes impairment losses related to the Companys property, plant
and equipment, investment in concessions and investments in associated
companies. 30. New Accounting Principles   Adoption of IFRS
  United States of America
 Recently adopted accounting pronouncements
  Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements
 Derivatives and Hedging (Topic 815): Scope
Exception Related to Embedded Credit Derivatives
 31. Subsequent Events
 a.
    
    Adoption of IFRS The financial statements for the year ended December 31, 2010
were prepared in accordance with MFRS. As of January 1, 2011, the Company discontinued
applying MFRS in the preparation of its financial statements for public use, due to the
early adoption of the IFRS discussed in Note 1.
 As the Company will be adopting IFRS in 2011, its first IFRS financial statements
must comply with all IFRS effective as of our December 31, 2011 reporting date.
Accordingly, the estimated effects of adoption on certain significant line items of
our consolidated financial statements as of and for the year ended December 31,
2010, detailed below, is based on assumptions the Companys management has made
about the standards and interpretations that expected to be effective, and the
accounting policies expected to be adopted, when it prepares
 F-78




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##### Table of Contents



its first complete set of IFRS financial statements as at December 31, 2011. Such
standards and interpretations and as a result, the Companys accounting policies,
will become final only when it prepares its first complete set of IFRS financial
statements. Accordingly, the amounts prepared below may be subject to change until
that date.Below is a description of the main changes in accounting policies based on the
Companys initial assessment.Effects of inflation In conformity with IFRS, the effects of inflation are
recognized when cumulative inflation of the preceding three years is close to or
greater than 100%. Given that the Mexican environment is no longer
hyperinflationary since 1999, the effects of inflation recorded from 1999 to 2007
were reversed, except for the valuation of certain line items under property, plant
and equipment, which were valued using the deemed cost exemption permitted by IFRS
1, First-Time Adoption of International Financial Reporting Standards.Capitalizable comprehensive financing cost In accordance with MFRS, the Company
included the effect of derivative financial instruments directly related to
construction contracts and concessions under capitalizable comprehensive financing
cost. Upon the adoption of the IFRS, these effects are recorded in the statement of
income.Amortization of airport concessions In conformity with IFRS, the amortization of
concession is determined by the term of the concession granted to the Company, which
is 50 years. In accordance with MFRS, the amortization is determined based on the
estimated useful lives of the various components of the concession investment.Maintenance costs According to the policy adopted in conformity with IFRS, the
costs of maintenance of airports, which are approved in the Management Development
Program (MDP), are recorded in the statement of income. In accordance with MFRS,
these costs are capitalized as assets when the respective cost is incurred.Income Taxes The Company determined its deferred taxes in accordance with IFRS,
based on the adjusted values of those assets and liabilities requiring adjustments
as a result of the adoption of IFRS.Employee benefits According to IFRS, a provision for employee severance payments
is only recorded when the obligation for payment arises or under the existence of
formal retirement plans.Employee bonuses Bonuses on profits are recognized in the periods in which the
employees provide services, when the Company has a legal or assumed obligation and
the amounts of such bonuses can be adequately estimated. Under MFRS they are
recorded in the statement of income when paid.Debt discounts and expenses In December 2010, the prior debt was exchanged for
the current debt, which is considered to be substantially similar as the present
value of the cash flows discounted under the terms of the new debt differ by less
than 10% from the discounted cash flows under the previous debt; therefore, in
accordance with MFRS, the new debt does not qualify as a new debt instrument and the
debt discount and placement expenses continue to be amortized over the remaining
life of the new debt. However, IFRS require the exchange of the debt with the same
creditor, a condition that is not fulfilled.The estimated effects of adoption on the significant line items of the statements of
financial position and of income are as follows:
 December 31, 2010
    
    
    
    
    
    December 31, 2010Statement of financial position
    
    MFRS
    
    Effect
    
    IFRSReal estate inventories
    
    Ps
    . 4,360,671
    
    
    Ps.
    (92,008
    )
    
    Ps
    . 4,268,663Investment in
concessions, net
    
    
    26,000,351
    
    
    
    (2,384,853
    )
    
    
    23,615,498Property, plant and
equipment, net
    
    
    4,211,574
    
    
    
    93,861
    
    
    
    4,305,435Other assets, net
    
    
    2,501,893
    
    
    
    (945,484
    )
    
    
    1,556,409Provisions
    
    
    1,930,084
    
    
    
    621,949
    
    
    
    2,552,033Income taxes
    
    
    5,260,107
    
    
    
    (666,984
    )
    
    
    4,593,123Stockholders equity
    
    
    21,574,120
    
    
    
    (3,296,120
    )
    
    
    18,278,000
 F-79




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##### Table of Contents



December 31, 2010
    
    
    
    
    
    December 31, 2010Statement of financial position
    
    MFRS
    
    Effect
    
    IFRSStatement of incomeRevenues
    
    
    34,965,264
    
    
    
    11,453
    
    
    
    34,976,717Operating income
    
    
    2,511,291
    
    
    
    224,274
    
    
    
    2,735,565Net income
    
    
    1,203,567
    
    
    
    (111,064
    )
    
    
    1,092,503
 b.
    
    Senior Notes On February 4, 2011, ICA placed senior notes in conformity with
Rule 144-A and the S Regulations of the U.S. Securities Act of 1933, as amended (the
Securities Act) for a principal amount of U.S.$500 million, a coupon of 8.90% and
maturing in 2021. ICA issued these unsecured documents which are guaranteed by CICASA,
CONOISA and CONEVISA.With these resources ICA early settled the securitized and bank debt of Ps.3,215 million
(see Note 18) and covered the expenses and commissions related to the issuance. The
remaining cash will be available for working capital and capital contributions for new
and existing projects.
 32. Authorization for Issuance of Financial Statements
   F-80




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS  Financial Statements of Red de Carreteras de Occidente, S.A.P.I.B. de C.V
 Report of Independent Registered Public Accounting Firm
    
    
    G-2Consolidated Statements of Financial Position as of December 31, 2010 and 2009
    
    
    G-3Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
    
    
    G-4Consolidated Statements of Changes in Stockholders Equity for the Years Ended December
31, 2010, 2009 and 2008
    
    
    G-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    
    
    G-6Notes to Consolidated Financial Statements
    
    
    G-7
 G-1




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##### Table of Contents



Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Red de Carreteras de Occidente, S.A.P.I.B. de
C.V.
 
      
 
 G-2




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##### Table of Contents



Red de Carreteras de Occidente, S.A.P.I.B. de C.V. and Subsidiaries
(Subsidiary of Matador Infra B. V.)
 
 Consolidated Statements of Financial Position
For the years ended December 31, 2010 and 2009
(Thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($))
 Convenience translation(see Note 2)December 31,
    
    
    December 31,2010
    
    
    2010
    
    
    2009AssetsCash and cash equivalents (Note 4)
    
    $
    123,733
    
    
    Ps.
    1,532,130
    
    
    Ps.
    2,078,594Accounts receivable, less allowance for doubtful
accounts of Ps. 694 and Ps.7,276 as of December 31, 2010
and 2009, respectively
    
    
    3,266
    
    
    
    40,443
    
    
    
    51,163Recoverable taxes
    
    
    893
    
    
    
    11,062
    
    
    
    27,367Other accounts receivable and prepaid expenses
    
    
    868
    
    
    
    10,748
    
    
    
    43,811Current assets
    
    
    128,760
    
    
    
    1,594,383
    
    
    
    2,200,935Investment in concession  net (Note 5)
    
    
    3,632,027
    
    
    
    44,973,580
    
    
    
    44,825,682Furniture and equipment  net (Note 6)
    
    
    423
    
    
    
    5,232
    
    
    
    3,585Deferred income taxes (Note 13)
    
    
    199,719
    
    
    
    2,473,016
    
    
    
    1,824,627Other assets (Note 7)
    
    
    41,522
    
    
    
    514,143
    
    
    
    604,588Total assets
    
    $
    4,002,451
    
    
    Ps.
    49,560,354
    
    
    Ps.
    49,459,417LiabilitiesTrade accounts payable
    
    $
    623
    
    
    Ps.
    7,715
    
    
    Ps.
    115,605Interest payable
    
    
    9,493
    
    
    
    117,554
    
    
    
    111,483Interest on derivative financial instruments payable
    
    
    2,315
    
    
    
    28,671
    
    
    
    29,503Other current liabilities
    
    
    1,233
    
    
    
    15,274
    
    
    
    14,015Provisions (Note 8)
    
    
    14,057
    
    
    
    174,073
    
    
    
    19,073Due to related parties (Note 15)
    
    
    1,218
    
    
    
    15,080
    
    
    
    107,047Direct employee benefits
    
    
    976
    
    
    
    12,086
    
    
    
    9,804Accounts payable for work executed, not yet approved
(Note 15)
    
    
    7,370
    
    
    
    91,253
    
    
    
    206,076Taxes other than income tax
    
    
    3,677
    
    
    
    45,525
    
    
    
    38,736Employee profit sharing (Note 9)
    
    
    35
    
    
    
    437
    
    
    
    106Income taxes payable
    
    
    57
    
    
    
    703
    
    
    
    Current liabilities
    
    
    41,054
    
    
    
    508,371
    
    
    
    651,448Long-term debt (Note 11)
    
    
    2,256,877
    
    
    
    27,945,777
    
    
    
    27,181,002Provisions for major maintenance
    
    
    10,499
    
    
    
    130,000
    
    
    
    Employee benefits (Note 16)
    
    
    796
    
    
    
    9,852
    
    
    
    Derivative financial instruments (Note 10)
    
    
    193,427
    
    
    
    2,395,107
    
    
    
    1,196,798Deferred business flat tax liability (Note 13)
    
    
    
    
    
    
    
    
    
    
    932,461,599
    
    
    
    30,480,736
    
    
    
    28,377,893Total liabilities
    
    
    2,502,653
    
    
    
    30,989,107
    
    
    
    29,029,341Stockholders equity (Note 14):Capital stock
    
    
    1,949,426
    
    
    
    24,138,768
    
    
    
    24,138,768Accumulated deficit
    
    
    (266,641
    )
    
    
    (3,301,686
    )
    
    
    (2,641,166
    )Valuation of derivative financial instruments (Note
10)
    
    
    (182,987
    )
    
    
    (2,265,835
    )
    
    
    (1,067,526
    )Controlling interest
    
    
    1,499,798
    
    
    
    18,571,247
    
    
    
    20,430,076Non-controlling interest
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity
    
    
    1,499,798
    
    
    
    18,571,247
    
    
    
    20,430,076Total liabilities and stockholders equity
    
    $
    4,002,451
    
    
    Ps.
    49,560,354
    
    
    Ps.
    49,459,417
  G-3




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##### Table of Contents



Red de Carreteras de Occidente, S.A.P.I.B. de C.V. and Subsidiaries
(Subsidiary of Matador Infra B. V.)
 
 Consolidated Statements of Operations
For the years ended December 31, 2010, 2009 and 2008
(Thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($))
 Conveniencetranslation (see Note 2)Year Ended December31, 2010
    
    
    2010
    
    
    2009
    
    
    2008Revenues:Tolls
    
    $
    246,319
    
    
    Ps.
    3,050,042
    
    
    Ps.
    2,781,344
    
    
    Ps.
    2,627,602Construction revenues from
expansion and rehabilitation
    
    
    87,566
    
    
    
    1,084,284
    
    
    
    1,527,819
    
    
    
    260,065Use right of way and other
related revenues
    
    
    134
    
    
    
    1,661
    
    
    
    177
    
    
    
    609Total revenues
    
    
    334,019
    
    
    
    4,135,987
    
    
    
    4,309,340
    
    
    
    2,888,276Costs and expenses (Notes 5 and
15):Amortization of intangible
asset for concession
    
    
    65,124
    
    
    
    806,395
    
    
    
    781,165
    
    
    
    621,992Operation and maintenance of
concession
    
    
    43,370
    
    
    
    537,034
    
    
    
    240,228
    
    
    
    180,991Other costs of toll concession
    
    
    10,765
    
    
    
    133,303
    
    
    
    131,244
    
    
    
    169,889Construction costs from
expansion and rehabilitation
    
    
    87,566
    
    
    
    1,084,284
    
    
    
    1,527,819
    
    
    
    260,065General and administrative
expenses
    
    
    6,309
    
    
    
    78,122
    
    
    
    79,343
    
    
    
    80,690213,134
    
    
    
    2,639,138
    
    
    
    2,759,799
    
    
    
    1,313,627Income from
operations
    
    
    120,885
    
    
    
    1,496,849
    
    
    
    1,549,541
    
    
    
    1,574,649Other income  Net
    
    
    722
    
    
    
    8,940
    
    
    
    14,652
    
    
    
    456Comprehensive financing cost:Interest expense
    
    
    (234,232
    )
    
    
    (2,900,378
    )
    
    
    (3,589,103
    )
    
    
    (3,791,932
    )Interest income
    
    
    6,391
    
    
    
    79,140
    
    
    
    107,505
    
    
    
    143,175Effects of valuation of
derivative financial
instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (208,126
    )Exchange gain (loss), net
    
    
    607
    
    
    
    7,518
    
    
    
    9,544
    
    
    
    (733
    )(227,234
    )
    
    
    (2,813,720
    )
    
    
    (3,472,054
    )
    
    
    (3,857,616
    )Loss before income taxes
    
    
    (105,627
    )
    
    
    (1,307,931
    )
    
    
    (1,907,861
    )
    
    
    (2,282,511
    )Income tax (benefit) expense
(Note 13)
    
    
    (52,284
    )
    
    
    (647,411
    )
    
    
    (1,747,781
    )
    
    
    41Consolidated net loss
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (160,080
    )
    
    Ps.
    (2,282,552
    )Controlling interest
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (160,080
    )
    
    Ps.
    (2,282,552
    )Non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidated net loss
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (160,080
    )
    
    Ps.
    (2,282,552
    )
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Red de Carreteras de Occidente, S.A.P.I.B. de C.V. and Subsidiaries
(Subsidiary of Matador Infra B. V.)
 
 Consolidated Statements of Changes in Stockholders Equity
For the years ended December 31, 2010, 2009 and 2008
(Thousands of Mexican pesos (Ps.))
 Capital Stock
    
    
    
    
    
    
    Valuation ofAmount
    
    
    Accumulated
    
    
    Derivative Financial
    
    
    Total StockholdersValue
    
    
    Restatement
    
    
    Deficit
    
    
    Instruments
    
    
    EquityBalance at January 1, 2008
    
    Ps.
    15,589,150
    
    
    Ps.
    234,912
    
    
    Ps.
    (254,933
    )
    
    Ps.
    
    
    
    Ps.
    15,569,129Application of losses
    
    
    
    
    
    
    (234,912
    )
    
    
    234,912
    
    
    
    
    
    
    
    Comprehensive loss:Valuation of derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216,154
    )
    
    
    (216,154
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (2,282,552
    )
    
    
    
    
    
    
    (2,282,552
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (2,282,552
    )
    
    
    (216,154
    )
    
    
    (2,498,706
    )Balance at December 31, 2008
    
    
    15,589,150
    
    
    
    
    
    
    
    (2,302,573
    )
    
    
    (216,154
    )
    
    
    13,070,423Additional capital contribution
    
    
    8,549,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,549,618Equity issuance costs, net of income tax of Ps.76,505
    
    
    
    
    
    
    
    
    
    
    (178,513
    )
    
    
    
    
    
    
    (178,513
    )Comprehensive loss:Valuation of derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (851,372
    )
    
    
    (851,372
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (160,080
    )
    
    
    
    
    
    
    (160,080
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (160,080
    )
    
    
    (851,372
    )
    
    
    (1,011,452
    )Balance at December 31, 2009
    
    
    24,138,768
    
    
    
    
    
    
    
    (2,641,166
    )
    
    
    (1,067,526
    )
    
    
    20,430,076Comprehensive loss:Valuation of derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,198,309
    )
    
    
    (1,198,309
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (660,520
    )
    
    
    
    
    
    
    (660,520
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (660,520
    )
    
    
    (1,198,309
    )
    
    
    (1,858,829
    )Balance at December 31, 2010
    
    Ps.
    24,138,768
    
    
    Ps.
    
    
    
    Ps.
    (3,301,686
    )
    
    Ps.
    (2,265,835
    )
    
    Ps.
    18,571,247
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Red de Carreteras de Occidente, S.A.P.I.B. de C.V. and Subsidiaries
(Subsidiary of Matador Infra B. V.)
 
 Consolidated Statements of Cash Flows
For the years ended December 31, 2010, 2009 and 2008
(Thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($))
(Indirect Method)
 Convenience translation(see Note 2) Year EndedDecember 31, 2010
    
    
    2010
    
    
    2009
    
    
    2008Operating activities:Loss before income taxes
    
    $
    (105,627
    )
    
    Ps.
    (1,307,931
    )
    
    Ps.
    (1,907,861
    )
    
    Ps.
    (2,282,511
    )Items related to investing activities:Depreciation and amortization
    
    
    65,203
    
    
    
    807,376
    
    
    
    781,203
    
    
    
    621,992Items related to financing activities:Interest expense
    
    
    146,566
    
    
    
    1,814,853
    
    
    
    2,686,565
    
    
    
    3,285,224Derivative financial instruments
    
    
    80,149
    
    
    
    992,441
    
    
    
    732,198
    
    
    
    594,494Amortization of finance fees and
expenses
    
    
    7,517
    
    
    
    93,084
    
    
    
    243,429
    
    
    
    120,340Unpaid exchange loss
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    733193,808
    
    
    
    2,399,823
    
    
    
    2,535,481
    
    
    
    2,340,272Decrease (increase) in:Accounts receivable
    
    
    866
    
    
    
    10,720
    
    
    
    3,711
    
    
    
    (47,286
    )Recoverable taxes
    
    
    1,317
    
    
    
    16,305
    
    
    
    (12,253
    )
    
    
    (10,387
    )Other accounts receivable and
prepaid expenses
    
    
    2,670
    
    
    
    33,063
    
    
    
    17,345
    
    
    
    (14,091
    )Other assets
    
    
    (10
    )
    
    
    (118
    )
    
    
    
    
    
    
    (Decrease) increase in:Trade accounts payable
    
    
    (8,713
    )
    
    
    (107,890
    )
    
    
    3,141
    
    
    
    44,475Other current liabilities
    
    
    103
    
    
    
    1,259
    
    
    
    743
    
    
    
    (4,048
    )Provisions
    
    
    23,016
    
    
    
    285,000
    
    
    
    10,134
    
    
    
    49,339Due to related parties, net
    
    
    (7,684
    )
    
    
    (95,149
    )
    
    
    55,234
    
    
    
    (176,28
    )Taxes other than income tax
    
    
    548
    
    
    
    6,789
    
    
    
    (9,989
    )
    
    
    12,959Income taxes paid
    
    
    (30
    )
    
    
    (367
    )
    
    
    (289
    )
    
    
    Employee profit sharing
    
    
    27
    
    
    
    331
    
    
    
    89
    
    
    
    17Employee benefits
    
    
    980
    
    
    
    12,134
    
    
    
    
    
    
    
    Net cash provided by
operating activities
    
    
    206,898
    
    
    
    2,561,900
    
    
    
    2,603,347
    
    
    
    2,194,722Investing activities:Acquisition of furniture and
equipment
    
    
    (212
    )
    
    
    (2,628
    )
    
    
    (3,311
    )
    
    
    (312
    )Intangible asset for concession
    
    
    (74,944
    )
    
    
    (927,995
    )
    
    
    (1,365,305
    )
    
    
    (360,327
    )Net cash used in
investing activities
    
    
    (75,156
    )
    
    
    (930,623
    )
    
    
    (1,368,616
    )
    
    
    (360,639
    )Financing activities:Proceeds from long-term debt
    
    
    89,481
    
    
    
    1,108,000
    
    
    
    1,897,000
    
    
    
    1,844,500Repayments of long-term debt
    
    
    (27,719
    )
    
    
    (343,225
    )
    
    
    (7,666,498
    )
    
    
    Interest paid
    
    
    (157,216
    )
    
    
    (1,946,722
    )
    
    
    (2,783,576
    )
    
    
    (3,258,839
    )Commissions and financing costs paid
    
    
    (204
    )
    
    
    (2,521
    )
    
    
    (156,913
    )
    
    
    (152,279
    )Additional capital contribution
    
    
    
    
    
    
    
    
    
    
    8,549,618
    
    
    
    Costs paid for issuance of equity
    
    
    
    
    
    
    
    
    
    
    (189,372
    )
    
    
    Derivative financial instruments
    
    
    (80,216
    )
    
    
    (993,273
    )
    
    
    (702,694
    )
    
    
    (388,375
    )Net cash used in
financing activities
    
    
    (175,874
    )
    
    
    (2,177,741
    )
    
    
    (1,052,435
    )
    
    
    (1,954,993
    )(Decrease) increase in cash and cash
equivalents
    
    
    (44,132
    )
    
    
    (546,464
    )
    
    
    182,296
    
    
    
    (120,910
    )Cash and cash equivalents at the
beginning of period
    
    
    167,865
    
    
    
    2,078,594
    
    
    
    1,896,298
    
    
    
    2,017,208Cash and cash equivalents at the end
of period
    
    $
    123,733
    
    
    Ps.
    1,532,130
    
    
    Ps.
    2,078,594
    
    
    Ps.
    1,896,298
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Red de Carreteras de Occidente, S.A.P.I.B. de C.V. and Subsidiaries
(Subsidiary of Matador Infra B. V.)
 
 Notes to Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Thousands of Mexican pesos (Ps.) and thousands of U.S. dollars ($))
 1.
    
    Nature of businessRed de Carreteras de Occidente, S.A.P.I.B. de C.V. (RCO) and subsidiaries (collectively,
the Company) main activity is to build, operate, conserve and maintain the concession
highways Maravatío-Zapotlanejo and Guadalajara-Aguascalientes-León (the Concessioned
Highways), as well as other expansion projects, via a concession granted to the Company on
October 3, 2007, by the Mexican government, through the Secretary of Communications and
Transportation (SCT). The concession term is 30 years. The Concessioned Highways have an
overall length of 558.05 kilometers, in the States of Michoacán, Jalisco, Guanajuato and
Aguascalientes.The Company has entered into an operation and maintenance services contract for the
Concessioned Highways with ICA Infraestructura, S. A. de C. V., an associated company.2.
    
    Basis of presentation
 a.
    
    Basis of presentation and convenience translation The accompanying consolidated
financial statements of the Company are prepared in accordance with Mexican Financial
Reporting Standards (MFRS, individually referred to as Normas de Informacion
Financieraor NIFs).MFRS requires that management make certain estimates and use certain assumptions that
affect the amounts reported in the consolidated financial statements and their related
disclosures; however, actual results may differ from these estimates. The Company has
implemented control procedures to ensure the correct, timely application of its
accounting policies. Although actual results may differ from estimates, management
considers that the estimates made and assumptions used were adequate under the
circumstances.Solely for convenience of readers, Mexican peso amounts included in the consolidated
financial statements as of December 31, 2010 and for the year then ended have been
translated into U.S. dollar amounts at the rate of 12.3825 pesos per U.S. dollar, the
noon buying rate for pesos on December 30, 2010 as published by the Federal Reserve
Bank of New York. 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.b.
    
    Consolidation of financial statements The consolidated financial statements
include the financial statements of RCO and those of its subsidiaries over which it
exercises control. RCOs shareholding percentage in their capital stock is shown below:
 Ownership Percentage
    
    Ownership PercentageSubsidiary name
    
    2010
    
    2009
    
    2008
    
    ActivityPrestadora de
Servicios RCO, S.
de R.L. de C.V.
    
    
    99.97
    %
    
    
    99.97
    %
    
    
    99.97
    %
    
    Administrative servicesRCO Carreteras, S.
de R.L. de C.V. (1)
    
    
    99.97
    %
    
    
    
    
    
    
    
    
    
    Holding
 Significant intercompany balances and transactions have been eliminated.
 
 (1)
    
    As of December 31, 2010, this company does not carry out operations. 
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##### Table of Contents



c.
    
    Comprehensive loss Represents changes in stockholders equity during the year, for
concepts other than capital contributions and reductions and distributions of equity,
and is comprised of the net loss of the year plus other comprehensive loss items of the
same period, which are presented directly in stockholders equity without affecting the
consolidated statements of operations.d.
    
    Monetary unit of the financial statements The 2010, 2009 and 2008 consolidated
financial statements and notes include balances and transactions denominated in Mexican
pesos of different purchasing power.e.
    
    Classification of costs and expenses Costs and expenses presented in the
consolidated statements of operations were classified according to their function due to
the various business activities of the Company. Consequently, amortization of intangible
asset for concession, operation and maintenance of concession and construction costs for
expansion and rehabilitation are presented separately from other general and
administrative expenses.f.
    
    Income from operations Income from operations is the result of subtracting
costs and general and administrative expenses from net sales. While NIF B-3, Statement
of Income, does not require inclusion of this line item in the consolidated statements
of operations, it has been included for a better understanding of the Companys economic
and financial performance.g.
    
    Reclassifications Certain amounts in the financial statements as of and for the
years ended December 31, 2009 have been reclassified to conform to the 2010 presentation
as follows: (i) The long-term restricted cash amount of Ps.722,493 was reclassified to
enable its inclusion in cash and cash equivalents under current assets based on the
adoption of NIF C-1, Cash and Cash Equivalents; (ii) the amount of Ps.40,687 recorded
for toll equipment was reclassified to intangible assets; (iii) the provision of
Ps.9,804 created for administrative bonds granted to executives was reclassified to the
employee benefits heading.
 3.
    
    Summary of significant accounting policiesBeginning January 1, 2010, the Company adopted the following new NIFs and Interpretations to
Financial Reporting Standards (INIFs):INIF 17 Service Concession Contracts, which provides the accounting treatment for service
concessions.Prior to the adoption of INIF 17, the Company applied Interpretation No.12
issued by the International Financial Reporting Interpretations Committee, Services
Concessions Agreements, (IFRIC). Given the recent convergence of MFRS with International
Financial Reporting Standards, the guidance contained in INIF 17 is similar to that of IFRIC
12, for which adoption of INIF 17 did not have a significant impact in the accompanying
consolidated financial statements.In addition, beginning January 1, 2010, the Company adopted the following new guidance, which
did not materially impact the accompanying consolidated financial statements: NIF C-1, Cash
and Cash Equivalents;Improvements to NIFs 2010, including NIF B-1 Accounting Changes and
Corrections of Errors, NIF B-2 Statement of Cash Flows, NIF C-7 Investments in Associated
Companies and Other Permanent Investmentsand NIF C-13 Related Parties.
 a.
    
    Recognition of the effects of inflation Since the cumulative inflation in
Mexico for the three fiscal years prior to those ended December 31, 2010 and 2009 was
14.48% and 15.01%, respectively, the economic environment may be considered
non-inflationary in both years. Inflation rates for the years ended 2010, 2009 and 2008
were 4.40%, 3.57% and 6.53%, respectively.
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##### Table of Contents



b.
    
    Cash and cash equivalents Cash and cash equivalents consist mainly of bank deposits
in checking accounts and short-term investments, highly liquid and easily convertible
into cash, which are subject to insignificant value change risks. Cash is stated at
nominal value and cash equivalents are valued at fair value; any fluctuations in value
are recognized in comprehensive financing (cost) income of the period. Cash equivalents
are primarily represented by investments in government or risk-free instruments. This
line item also includes restricted cash.c.
    
    Furniture and equipment Furniture and equipment are recorded at acquisition
cost. Depreciation is calculated using the straight-line method over the useful life of
the asset. Depreciation begins in the following year in which the asset is placed in
service. The useful lives of assets are as follows:
 Useful livesComputer equipment and vehicles
    
    
    4Furniture and fixtures
    
    
    10
 d.
    
    Investment in concession In order to recognize concession contracts, the
Company utilizes INIF 17, Service Concession Contracts. This interpretation provides
guidance for the recognition of concessions by private sector operators involved in
providing infrastructure assets and services to the public sector and requires such
investments to be classified as financial assets, intangible assets or a combination of
both.A financial asset results when an operator constructs or makes improvements to the
infrastructure, in which the operator has an unconditional right to receive a specific
amount of cash or other financial asset during the contract term.An intangible asset results when the operator constructs or makes improvements and is
allowed to operate the infrastructure for a fixed period after the construction is
terminated, 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.In the case of financial and intangible assets, the revenues and costs related to
construction or leasehold improvements are recognized in the results of the period.The Companys investment in concession is classified as an intangible asset and is
recorded at acquisition cost. Through December 31, 2007, the asset was restated for
the effects of inflation. Financial costs incurring during the construction period are
capitalized as part of the intangible. The intangible asset is amortized based on
vehicle capacity during the respective concession period. Revenues are recognized both
for construction under the concession as well as from tolls collected during the
operation of such concession. Toll equipment is amortized using the straight-line
method over a period of ten years.e.
    
    Other assets Other assets are mainly comprised of commissions and other
financing costs. Commissions and other financing costs are recorded at their original
historical value and are amortized over the life of the related long-term debt.f.
    
    Impairment of long-lived assets Management periodically evaluates the
impairment of long-lived assets as established by Bulletin C-15, Impairment in the Value
of Long-Lived Assets and their Disposal. If there is any indication that values exceed
the respective recoverable amounts, assets are written down to this recoverable amount
through a charge to results of the period in which this difference arises. The
recoverable amount is determined as the greater of the net selling price of a
cash-generating unit and its value in use, which is the net present value of discounted
future net cash flows, using an appropriate discount rate. The method used to calculate
the recoverable amount considers the particular circumstances of the concession,
machinery and equipment and other intangibles. With respect to the concession, revenue
projections are used which consider assumptions and estimates concerning vehicle
traffic, the growth of the population and economy along the Concessioned Highways,
temporary passenger reductions due to tariff increases and commercial strategies
designed to promote utilization, among others, which may differ and be adjusted
according to the actual results obtained.
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##### Table of Contents



g.
    
    Provisions When the Company has a present obligation as a result of a past event for
which an outflow of economic resources is probable, a provision is recognized. When it
is only reasonably possible that the Company will be required to settle an obligation,
no provision is recognized but rather the nature of the obligation is disclosed in the
notes. When such probability is remote, neither a provision nor disclosure is included
in the consolidated financial statements.h.
    
    Toll revenues Toll revenues are recognized when the services are provided,
determined based on the vehicle capacity of the toll road.i.
    
    Revenue and construction costs of expansion work and rehabilitation Revenues
and costs of construction related to expansion work and rehabilitation are recognized
based on the percentage-of-completion method.j.
    
    Employee benefits from termination, retirement and other Liabilities from
seniority premiums, pension and severance payments are recognized as they accrue and are
calculated by independent actuaries based on the projected unit credit method using
nominal interest rates. Accordingly, the liability is being accrued which, at present
value, will cover the obligation from benefits projected to the estimated retirement
date of the Companys employees.k.
    
    Repair and maintenance expenses Management of the Company recognizes a
provision for repair and maintenance expenses for the best estimate of the expenditure
that would be required to settle the maintenance or repair obligation at the end of each
reporting period.l.
    
    Statutory employee profit sharing (PTU) PTU is recorded in the results of the
year in which it is incurred and presented under other income and expenses in the
accompanying consolidated statements of operations. Deferred PTU is derived from
temporary differences that result from comparing the accounting and tax bases of assets
and liabilities and is recognized only when it can be reasonably assumed that such
difference will generate a liability or benefit, and there is no indication that
circumstances will change in such a way that the liabilities will not be paid or
benefits will not be realized.m.
    
    Income tax The Company is subject to Income Taxes (ISR) and Business Flat Tax
(IETU) laws.ISR is recorded in the results of the year in which it is incurred and the provision
for deferred income tax is determined in conformity with NIF D-4, Income Taxes. The
Company must determine if, based on financial projections, it will pay ISR or IETU and
accordingly, recognizes deferred income taxes based on the tax it expects to pay.
Deferred income tax assets and liabilities 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 carry forwards. Deferred income tax
assets are reduced by any tax benefits that are not expected to be realized. Management
periodically evaluates its assumptions based on historical tax results and estimated
tax profits. The resulting deferred tax provision or benefit related to the recognition
of the deferred tax liability or asset is reflected in the statement of operations. The
calculation and recognition of deferred taxes and the recognition of asset tax requires
the use of estimates that could be affected by the amount of future taxable income, the
assumptions considered by management and the results of operations. A deferred income
tax asset is only recognized when there is a high probability that it can be recovered,
periodically evaluating the probability based on the historical taxable results and the
estimation of future taxable revenues. A valuation allowance is recorded for any
deferred tax asset for which realizability is unlikely. The assumptions used in forming
the estimate of a valuation allowance may change based on various circumstances, which
may result in the modification of such valuation allowance, thereby affecting the
Companys financial position and results of operations.
 
 G-10




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##### Table of Contents



n.
    
    Derivative financial instruments
 i)
    
    Risk managementThe Company is exposed to various economic risks including (i) financial market
risks (interest rate, exchange rate and prices), (ii) credit risk, and (iii)
liquidity risk.The Company attempts to minimize the potential negative effects of these risks on
its financial performance using different strategies. Derivative financial
instruments are used to hedge exposure to the financial risks of transactions
already recognized in the balance sheet (recognized assets and liabilities), as
well as firm commitments and forecasted transactions that are likely to occur.The Company enters into hedging derivative instruments in order to reduce the
uncertainty of the return on its projects. From an accounting perspective,
derivative financial instruments can be classified as either hedging or trading
instruments, which does not affect the objective of entering into the contract,
which is to mitigate the risks to which the Company is exposed in its projects.Interest rate hedges are entered into to cap the maximum financial costs and to
support the viability of the projects.Entering into derivative financial instruments is linked, in most cases, to the
financing of projects. Therefore, counterparties to derivative instruments are
usually the same institution (or an affiliate of such institution) that granted
the financing under the project.The Companys internal control policy establishes that prior to entering into a
loan, the risks inherent in the project requires collaborative analysis by
representatives from the finance, legal, administration, and operation areas.
This analysis also includes assessing the use of derivatives to hedge financing
risks included in the potential loan. Based on the internal control policy of
the Company, the finance and administration areas are responsible for contracting
the derivatives upon completion of this analysis.To assess the use of derivatives to hedge financing risks, sensitivity analyses
are performed considering all possible outcomes of the relevant variables of
alternative hedging instruments. This helps to define the economic efficiency of
each of the alternatives available to cover the measured risk. The Company then
compares the terms, obligations and conditions of each possible derivative
instrument to determine which instrument best suits the Companys hedging
strategy. Effectiveness tests are also performed, with the help of expert
appraisers, to determine the treatment given to the derivative financial
instrument once it is contracted.ii)
    
    Accounting policyThe Company values all derivative financial instruments at fair value, regardless
of the purpose for holding them. Fair value is determined through the use of
valuations of counterparties (valuation agents), verified by a price provider
authorized by the National Banking and Securities and Banking Commission
(CNBV). These valuations are determined based on recognized methodologies in
the financial sector, supported by sufficient, reliable, and verifiable
information. Fair value is recognized in the balance sheet as an asset or
liability based on the rights or obligations established in the contracts
executed.
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##### Table of Contents



When the transactions meet all hedge accounting requirements, the Company
designates the derivatives as hedging financial instruments at the beginning of
the relationship. For fair value hedges, the fluctuation in the fair value of
both the derivative and the open risk position are recognized in the results of
the period in which they occur. For cash flow hedges, the effective portion is
temporarily recognized in other comprehensive income (loss) within stockholders
equity and subsequently reclassified to results when affected by the hedged item;
the ineffective portion is recognized in results of the period.Certain financial derivatives, although entered into for hedging purposes from an
economic perspective, may not comply with all hedge accounting requirements
established in applicable accounting standards, and thus are designated as
trading hedges. The fluctuation in the fair value of such derivatives is
recognized immediately in results of the year (see Note 10).
 o.
    
    Foreign currency transactions Foreign currency transactions are recorded at the
applicable exchange rate in effect at the transaction date. Monetary assets and
liabilities denominated in foreign currency are translated into Mexican pesos at the
applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are
recorded as a component of net comprehensive financing cost (income) in the consolidated
statements of income, except in those cases in which they can be capitalized.
 4.
    
    Cash and cash equivalentsCash and cash equivalents consist of the following:
 December 31,2010
    
    
    2009Cash and cash equivalents
    
    Ps.
    53,798
    
    
    Ps.
    416,508Restricted cash
    
    
    1,478,332
    
    
    
    1,662,086,Ps.
    1,532,130
    
    
    Ps.
    2,078,594
 The Company entered into three administrative trust contracts; (i) the first trust No. 300195
(previously trust No. 881), was established for the collection of tolls and related services,
which such amounts guarantee and are dedicated mainly for the payment of the debt entered
into by the Company as well as for maintenance of the Concessioned Highways. Amounts held in
this trust as of December 31, 2010 and 2009 are Ps.318,035 and Ps.597,539, respectively; (ii)
the second trust No. 300209 (previously trust No. 882), was established for the construction
of expansion projects. Amounts held in this trust as of December 31, 2010 and 2009 are
Ps.1,126,151 and Ps.1,299,430, respectively; (iii) the third trust No. 661, was established
for the issuance of Long-Term Infrastructure Development Equity Certificates (see Note 14 c).
Amounts held in this trust as of December 31, 2010 and 2009 are Ps.34,146 and Ps.112,920,
respectively.In order to comply with clause twenty-eight of the concession title, the Company has also
created a Conservation and Maintenance Fund, which must be equal to three days annual
expected gross revenue each year. At December 31, 2010 and 2009, the balance of this fund is
Ps. 24,247, for both years, and forms part of trust No. 300195.Beginning May 17, 2010, the trustee of the trusts No. 300195 and No. 300209 is the financial
institution HSBC México, S.A., and the trustee of trust 661 is The Bank of New York Mellon.
 
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5.
    
    Investment in concession
 a.
    
    The intangible asset related to the concession is as follows:
 December 31,2010
    
    
    2009Consideration paid to the federal government
    
    Ps.
    44,541,230
    
    
    Ps.
    44,541,230Capitalized costs from construction of expansion
and rehabilitation
    
    
    2,720,530
    
    
    
    1,774,185Comprehensive financing capitalized (1)
    
    
    203,380
    
    
    
    65,441SIMEXs equipment
    
    
    44,744
    
    
    
    40,687Advances to suppliers
    
    
    27,704
    
    
    
    161,75247,537,588
    
    
    
    46,583,295Accumulated amortization
    
    
    (2,564,008
    )
    
    
    (1,757,613
    )Ps.
    44,973,580
    
    
    Ps.
    44,825,682
 
 (1)
    
    The interest expense relates to a credit line designated exclusively
for the construction of the expansion works. b.
    
    The Mexican government has created an economic policy in 2007, updated in 2009,
the National Development Plan 2009-2012, whose objectives are to achieve greater levels
of competitiveness, create more and better jobs for the population, establish a more
dynamic internal market, and provide basic services for the benefit of the population as
a whole.The actions established in the Mexican governments plan for the development of
infrastructure include, among others, allocating additional resources and incorporating
best practices with respect to preparation, management and execution of infrastructure
projects and providing greater legal assurance to encourage greater participation by
the private sector in the development of infrastructure, as well as perfecting
financing schemes to boost investment in the sector.As part of its economic policy, on October 3, 2007, the federal government, through the
SCT, granted a concession title to the Company, to construct, operate, exploit,
conserve and maintain for a 30-year period the Concessioned Highways, as well as the
expansion work established in the concession title.The Companys investment will be recovered through the collection of toll rates
established by the SCT over the term established in the concession title. Such rates
may be adjusted annually in accordance with the National Consumer Price Index (NCPI)
or in the event of an increase of 5% or more, in relation to the index in effect at the
date of the last adjustment. The toll road revenues guarantee long-term debt (see Note
11).c.
    
    The principal requirements and conditions of the concession title are as follows:The concessionaire must carry out the expansion work associated with the highways
currently in operation, which include the subsection junction of the highway
León-Aguascalientes to the junction Desperdicio II of the highway Zapotlanejo-Lagos de
Moreno, with an approximate length of 19.00 km; highway Zacapu  junction of the
highway Maravatío-Zapotlanejo with an approximate length of 8.67 km in the state of
Michoacán; modernization of six lanes (three in each direction) of the highway
Guadalajara-Aguascalientes-León, in the section from Guadalajara-Zapotlanejo, with a
length of 16.5 km in the state of Jalisco, including expansion and strengthening of six
traffic lanes of the bridge named Ing. Fernando Espinosa; reconstruction of the
traffic-bearing surface of the highway Guadalajara-Aguascalientes-León for the section
from Zapotlanejo-Lagos de Moreno; subsection junction El Desperdicio at the junction
with the Lagos de Moreno bypass, with a length of 27.8 km in the state of Jalisco,
including improvement of horizontal and vertical signposting; reconstruction of the
traffic-bearing surface of the highway Guadalajara-Aguascalientes-León, for the section
León-Aguascalientes; subsection junction El Salvador to the border with the states of
Jalisco and Aguascalientes, with a length of 4.34 km in the state of Jalisco, including
improvements in horizontal and vertical signposting.
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The rights and obligations derived from the concession cannot be transferred by the
concessionaire unless: (i) it has the prior written authorization of the SCT; (ii) it
has complied with all its obligations derived from the title at the authorization
request dates; (iii) a period of not less than three years has elapsed since the
commencement date of the concession; (iv) the assignee fulfills the requirements
established in applicable laws and regulations for the granting of the concession; and
(v) the concessionaire and/or the assignee fulfills the provisions regarding
concentration established in the Federal Antitrust Law.Neither the concessionaire nor its stockholders may transfer or pledge under any title
their interests in the Company, or the rights derived from the concession without the
prior written authorization of the SCT.The Company made an initial payment equal to Ps. 44,051,000 historical value (Ps.
44,541,230, value including inflation through December 31, 2007) to obtain the
concession, based on the terms established with the SCT.The federal government retains the right to take back the concession in accordance with
the terms established in article 19 of the General Law on State Property. In the event
this should occur, the government must establish the general bases applicable to settle
the amount of any compensation payable to the concessionaire, bearing in mind the duly
substantiated investment made, as well as the depreciation of the assets, equipment and
installations used directly for the purposes of the concession.On the termination date of the concession, the installations permanently attached to
the highways as well as the operating, utilization, conservation and maintenance rights
and other ancillary services rights will revert to the nation, in good condition, at
no cost and free of any and all encumbrances.The Company must create a conservation fund to ensure compliance with the conservation
and maintenance program which must be maintained for a minimum amount equal to three
days of the annual expected gross revenue in the year in question. Such conservation
fund may be used solely and exclusively for the conservation and maintenance of the
highways.The Company will be obligated to pay consideration to the federal government each year
equal to 0.5% of the gross toll rate revenues (excluding value-added tax), of the
immediately prior year derived from the operation of the highways during the concession
term. During 2010 and 2009, the consideration paid was Ps.15,250 and Ps. 13,908,
respectively.As of December 31, 2010 and 2009, the Company is in compliance with the aforementioned
conditions.
 6.
    
    Furniture and equipmentFurniture and equipment consist of the following:
 December 31,2010
    
    
    2009Computer equipment
    
    Ps.
    3,621
    
    
    Ps.
    3,096Furniture and fixtures
    
    
    2,459
    
    
    
    527Vehicles
    
    
    171
    
    
    
    6,251
    
    
    
    3,623Accumulated depreciation
    
    
    (1,019
    )
    
    
    (38
    )Total
    
    Ps.
    5,232
    
    
    Ps.
    3,585
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7.
    
    Other assetsOther assets consist of the following:
 December 31,2010
    
    
    2009Commissions and other financing costs
    
    Ps.
    993,107
    
    
    Ps.
    990,586Accumulated amortization
    
    
    (479,082
    )
    
    
    (385,998
    )514,025
    
    
    
    604,588Guarantee deposits
    
    
    118
    
    
    
    Total
    
    Ps.
    514,143
    
    
    Ps.
    604,588
 8.
    
    ProvisionsAt December 31, 2010 and 2009, the composition and changes of principal provisions are as
follows:
 December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2009
    
    
    Provision Used
    
    
    Additions
    
    
    Reversals
    
    
    2010Provisions for major maintenance
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    170,000
    
    
    Ps.
    
    
    
    Ps.
    170,000Costs expected to be incurred for
damage repair
    
    
    19,073
    
    
    
    (19,000
    )
    
    
    
    
    
    
    
    
    
    
    73Accrual for administrative expenses
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    4,000Ps.
    19,073
    
    
    Ps.
    (19,000
    )
    
    Ps.
    174,000
    
    
    Ps.
    
    
    
    Ps.
    174,073
 December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2008
    
    
    Provision Used
    
    
    Additions
    
    
    Reversals
    
    
    2009Costs expected to be incurred
for damage repair
    
    Ps.
    4,763
    
    
    Ps.
    
    
    
    Ps.
    14,310
    
    
    Ps.
    
    
    
    Ps.
    19,073Accrual for operating expenses
    
    
    13,980
    
    
    
    (13,980
    )
    
    
    
    
    
    
    
    
    
    
    Ps.
    18,743
    
    
    Ps.
    (13,980
    )
    
    Ps.
    14,310
    
    
    Ps.
    
    
    
    Ps.
    19,073
 December 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2007
    
    
    Provision Used
    
    
    Additions
    
    
    Reversals
    
    
    2008Costs expected to be
incurred for damage repair
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    10,000
    
    
    Ps.
    (5,237
    )
    
    Ps.
    4,763Accrual for operating expenses
    
    
    
    
    
    
    
    
    
    
    44,958
    
    
    
    (30,978
    )
    
    
    13,980Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    54,958
    
    
    Ps.
    (36,215
    )
    
    Ps.
    18,743
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9.
    
    Employee profit sharing
 a.
    
    The balance of employee profit sharing of the administrative service subsidiary
is as follows:
 December 31,2010
    
    
    2009Current
    
    Ps.
    382
    
    
    Ps.
    82Deferred
    
    
    55
    
    
    
    24Ps.
    437
    
    
    Ps.
    106
 b.
    
    The main items giving rise to a deferred employee profit sharing liability are:
 December 31,2010
    
    
    2009Deferred employee profit sharing liability:Deferred income
    
    Ps.
    (246
    )
    
    Ps.
    (24
    )Prepaid expenses
    
    
    (3
    )
    
    
    Employee benefits
    
    
    194
    
    
    
    Total liability
    
    Ps.
    (55
    )
    
    Ps.
    (24
    )
 10.
    
    Derivative financial instruments (interest rate swaps)To mitigate the risk of interest rate fluctuations, the Company uses swaps to set variable
rates to fixed rates. Transactions that fulfill hedge accounting requirements have been
designated as cash flow hedges.The worldwide financial crisis has caused a general decrease in interest rates, resulting in
decreased cash flows from financial instruments and increased liabilities resulting from such
instruments.The following table shows the financial instruments that the Company has entered into as of
December 31, 2010 and 2009 to hedge interest rate fluctuations through interest rate swaps.
 Notional amount
    
    
    Contracting
    
    Maturity
    
    
    Rate
    
    
    December 31,Hedging
    
    
    date
    
    date
    
    
    Received
    
    
    Paid
    
    
    2010
    
    
    200915,070,000
    
    
    Oct. 2007 / Mar. 2008
    
    Dec 30, 2023
    
    TIIE28d (4.96%)
    
    
    8.52
    %
    
    Ps.
    (1,253,613
    )
    
    Ps.
    (379,305
    )11,365,000
    
    
    Oct. 2007 / Dec. 2007
    
    Dec 30, 2023
    
    TIIE28d (4.96%)
    
    4.33% + UDI
    
    
    (1,141,494
    )
    
    
    (817,493
    )Ps.
    (2,395,107
    )
    
    Ps.
    (1,196,798
    )
 The values shown in the Rate received column are as of December 31, 2010.The fair value of derivative financial instruments is presented within long-term
liabilities within the accompanying consolidated statement of financial position. Note 3(n)
presents information on the Companys purposes for entering into derivatives not designated
as risk management strategies.
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##### Table of Contents



The following table presents the effects of derivative instruments not designated as hedges
in the consolidated statements of operations for the year ended December 31, 2010, 2009 and
2008.
 Derivatives notdesignated as
    
    Location of gain or (loss)
    
    Amount of gain or (loss) recognized in income on derivativeHedging
    
    recognized in
    
    For the year ended December 31,instruments
    
    income on derivative
    
    2010
    
    2009
    
    2008Swaps
    
    Comprehensive financing cost
    
    Ps.
    
    
    
    Ps.
    
    
    
    Ps.
    (208,126
    )
 The following table presents the movements to and from other comprehensive income with
respect to derivative financial instruments classified as cash flow hedges:
 2010Location ofgain or (loss)
    
    
    Amount of gain orrecognized
    
    
    (loss) recognizedin income on
    
    
    inderivative
    
    
    income on(ineffective
    
    
    derivativeportion and
    
    
    (ineffectiveLocation of loss
    
    Amount of loss
    
    
    amount
    
    
    portionAmount of loss
    
    
    reclassified from
    
    reclassified from
    
    
    excluded
    
    
    and amountDerivatives in
    
    
    recognized in OCI
    
    
    accumulated OCI
    
    accumulated OCI
    
    
    from
    
    
    excludedcash flow hedge
    
    
    on derivative
    
    
    into income
    
    into income
    
    
    effectiveness
    
    
    from effectivenessrelationships
    
    
    (effective portion)
    
    
    (effective portion)
    
    (effective portion)
    
    
    testing)
    
    
    testing)Swaps
    
    Ps.
    (1,198,309
    )
    
    Comprehensive
financing cost  Interest expense
    
    Ps.
    (993,273
    )
    
    Other income/(expense)
    
    Ps.
    Total
    
    Ps.
    (1,198,309
    )
    
    
    
    Ps.
    (993,273
    )
    
    
    
    
    
    Ps.
    
 2009Location ofgain or (loss)
    
    
    Amount of gain orrecognized
    
    
    (loss) recognizedin income on
    
    
    inderivative
    
    
    income on(ineffective
    
    
    derivativeportion and
    
    
    (ineffectiveLocation of loss
    
    Amount of loss
    
    
    amount
    
    
    portionAmount of loss
    
    
    reclassified from
    
    reclassified from
    
    
    excluded
    
    
    and amountDerivatives in
    
    
    recognized in OCI
    
    
    accumulated OCI
    
    accumulated OCI
    
    
    from
    
    
    excludedcash flow hedge
    
    
    on derivative
    
    
    into income
    
    into income
    
    
    effectiveness
    
    
    from effectivenessrelationships
    
    
    (effective portion)
    
    
    (effective portion)
    
    (effective portion)
    
    
    testing)
    
    
    testing)Swaps
    
    Ps.
    (851,372
    )
    
    Comprehensive
financing cost  Interest expense
    
    Ps.
    (702,694
    )
    
    Other income/(expense)
    
    Ps.
    Total
    
    Ps.
    (851,372
    )
    
    
    
    Ps.
    (702,694
    )
    
    
    
    
    
    Ps.
    
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##### Table of Contents



2008Location ofgain or (loss)
    
    
    Amount of gain orrecognized
    
    
    (loss) recognizedin income on
    
    
    inderivative
    
    
    income on(ineffective
    
    
    derivativeportion and
    
    
    (ineffectiveLocation of loss
    
    Amount of loss
    
    
    amount
    
    
    portionAmount of loss
    
    
    reclassified from
    
    reclassified from
    
    
    excluded
    
    
    and amountDerivatives in
    
    
    recognized in OCI
    
    
    accumulated OCI
    
    accumulated OCI
    
    
    from
    
    
    excludedcash flow hedge
    
    
    on derivative
    
    
    into income
    
    into income
    
    
    effectiveness
    
    
    from effectivenessrelationships
    
    
    (effective portion)
    
    
    (effective portion)
    
    (effective portion)
    
    
    testing)
    
    
    testing)Swaps
    
    Ps.
    (216,154
    )
    
    Comprehensive
financing cost  Interest expense
    
    Ps.
    (388,375
    )
    
    Other income/(expense)
    
    Ps.
    Total
    
    Ps.
    (216,154
    )
    
    
    
    Ps.
    (388,375
    )
    
    
    
    
    
    Ps.
    
 Variable rate to fixed rateIn October 2007, the Company entered into four swaps that change the profile of a variable
rate financing to a weighted average fixed rate of 8.52% on a notional amount of
Ps.15,500,000. These swaps were classified, beginning May 2009, as cash flow hedges complying
with the documentation requirements and the effectiveness assessment established by
accounting regulations. Since the designation as a hedge, changes in fair value are
recognized in comprehensive income within stockholders equity.In February 2010, the Company partially terminated its derivative financial transactions by
reducing their notional value by Ps.430 million to reach a new notional amount of
Ps.15,070,000, while also paying a termination cost of Ps.20 million, which was recognized as
an interest expense in the statement of operations.As of December 31 there are no ineffective portions that must be recognized in results of the
period.Variable rate to fixed rate plus investment units (UDIS)In October and December 2007, two swaps were entered into to change the profile of a variable
rate financing to a weighted average rate of 4.33% plus UDIS. The notional amount of both
swaps was Ps.12,975,000. In 2007, these derivatives were classified as derivatives for
trading purposes and fluctuations in their fair value was recognized in comprehensive
financing result due to the fact they did not comply with all hedge accounting requirements
established in applicable accounting standards.However, in 2009, these derivatives have been formally designated as cash flow hedges,
complying with the documentation requirements and the effectiveness assessment established by
accounting regulations. Since their designation as hedges, changes in fair value is
recognized in comprehensive income within stockholders equity.As of December 31, 2010, there are no ineffective portions that must be recognized in results
of the period.Of the cumulative amount recorded in other comprehensive loss in equity for gains or losses
derived from derivative financial instruments of Ps.2,265,835, the Company estimates
Ps.881,200 will be recycled to results in 2011 related to its derivative instruments.
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11.
    
    Long-term debtLong-term debt consists of the following:
 December 31,2010
    
    
    2009Syndicated loan acquired
with different Mexican and
foreign financial institutions
for Ps.31,000,000, plus
additional lines of credit to
be used for working capital and
capital expenditures for up to
Ps.3,100,000 and Ps.3,000,000,
respectively. To guarantee
payment of these credits, the
Company assigned the collection
rights from the highway tolls
of the Concessioned Highways to
a management trust (see Note
4). Additionally, certain
shares with voting rights of
the Company guarantee the debt.The credit term is seven years,
and may be extended an
additional ten years, and bears
interest at a rate resulting
from applying the Mexican
Equilibrium Interbank Offered
Interest Rate (TIIE) plus
basis points ranging from 120
to 165 basis points in the
first year, and increasing
gradually over the subsequent
years until reaching a range of
between 180 and 225 basis
points in the sixth and seventh
years. In December 2009, the
Company extended the term of a
portion of the syndicated loan;
Ps. 3,911,223 of the original
amount has an extended two-year
term and Ps.9,424,037 of the
original amount has an extended
four-year term. Interest will
be payable on a monthly basis,
and principal is payable in a
single payment at the end of
the contract term.In October 2009, the Company
prepaid Ps.3,709,000 and
Ps.1,957,500 of the acquired
loan and line of credit,
respectively; in addition, in
the month of November 2009, the
Company prepaid Ps.1,999,998 of
the acquired loan. In December
2010, the Company prepaid
Ps.343,225 of the line of
credit. During 2010 and 2009,
the Company obtained additional
borrowings under the line of
credit of Ps.1,108,000
Ps.1,897,000, respectively, to
be used for capital
expenditures.
    
    Ps.
    27,945,777
    
    
    Ps.
    27,181,002
 Terms of the long-term debt provide various covenants that restrict the ability to incur
additional indebtedness, issue guarantees, sell fixed and other non-current assets and make
capital distributions, as well as require compliance with certain financial ratios. For the
year ended December 31, 2010 and 2009, the Company was in compliance with such covenants.The scheduled maturity of long-term debt as of December 31, 2010, taking into consideration
the extended terms discussed above, is as follows:
 Year
    
    Amount2014
    
    Ps.
    14,610,5172016
    
    
    3,911,2232018
    
    
    9,424,037Ps.
    27,945,777
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12.
    
    Foreign currency balances and transactions
 a.
    
    The monetary position in foreign currencies is as follows:
 December 31,2010
    
    
    2009Foreign Currency
    
    
    Mexican Peso
    
    
    Foreign Currency
    
    
    Mexican PesoBalances
    
    
    Equivalent
    
    
    Balances
    
    
    EquivalentCurrency
    
    (Thousands)
    
    
    
    
    
    
    (Thousands)U.S. dollars:Assets
    
    $
    
    
    
    Ps.
    
    
    
    $
    
    
    
    Ps.
    Liabilities
    
    
    (30
    )
    
    
    (372
    )
    
    
    (666
    )
    
    
    (8,691
    )Net liability position
    
    $
    (30
    )
    
    Ps.
    (372
    )
    
    $
    (666
    )
    
    Ps.
    (8,691
    )
 b.
    
    Transactions in thousands of U.S. dollars are as follows:
 For the year then ended December 31,2010
    
    2009
    
    2008Fees
    
    
    1,349
    
    
    
    17,349
    
    
    
    Administrative services
    
    
    1,096
    
    
    
    13,015
    
    
    
    Financing expenses
    
    
    
    
    
    
    
    
    
    
    1,041
 c.
    
    Pertinent exchange rate information at the date of the financial statements is as
follows:
 December 31,
    
    
    
    
    
    
    February 4,2010
    
    
    2009
    
    
    2008
    
    
    2010U.S. dollar
currency exchange
Interbank rate
    
    $
    12.3817
    
    
    $
    13.0437
    
    
    $
    13.7738
    
    
    $
    12.0499
 13.
    
    Income taxThe Company is subject to ISR and IETU.The ISR rate was 28% for 2009 and 2008 and was 30% for 2010, where it will remain until 2012,
at which point it will be reduced to 29% for 2013 and 28% for 2014.IETU  Revenues, as well as deductions and certain tax credits, are determined based on cash
flows of each fiscal year. Beginning in 2010, the IETU rate is 17.5%, 17% in 2009 and 16.5%
in 2008.Income tax incurred will be the higher of ISR and IETU.
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Based on its financial projections and according to INIF 8, Effects of the Business Flat Tax,
the Company determined that it will basically pay ISR. Therefore, it only recognizes
deferred ISR.
 a.
    
    Income taxes in 2010, 2009 and 2008 are as follows:
 For the year ended December 31,2010
    
    
    2009
    
    
    2008ISR:Current
    
    Ps.
    1,070
    
    
    Ps.
    
    
    
    Ps.
    41Deferred
    
    
    (648,481
    )
    
    
    (900,968
    )
    
    
    Cancellation of
the valuation
allowance for
deferred ISR
asset
    
    
    
    
    
    
    (923,659
    )
    
    
    (647,411
    )
    
    
    (1,824,627
    )
    
    
    41Equity offering
expenses recorded
within
stockholders
equity
    
    
    
    
    
    
    76,505
    
    
    
    IETU:Current
    
    
    
    
    
    
    248
    
    
    
    Deferred
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    341
    
    
    
    Total income tax
(benefit) expense
    
    Ps.
    (467,411
    )
    
    Ps.
    (1,747,781
    )
    
    Ps.
    41
 b.
    
    The reconciliation of the statutory and effective ISR rates expressed as a
percentage of loss before income tax expense (benefit) is:
 For the year ended December 31,2010
    
    2009
    
    2008%
    
    %
    
    %Statutory rate
    
    
    30.00
    
    
    
    28.00
    
    
    
    28.00Effects of inflation
    
    
    26.60
    
    
    
    15.20
    
    
    
    12.40Effect of changes in tax rates
    
    
    (7.10
    )
    
    
    
    
    
    
    Effects of cancellation of
the valuation allowance for
deferred ISR asset
    
    
    
    
    
    
    48.40
    
    
    
    Valuation allowance for
deferred ISR asset
    
    
    
    
    
    
    
    
    
    
    (40.46
    )Total
    
    
    49.50
    
    
    
    91.60
    
    
    
    
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##### Table of Contents



c.
    
    The main items comprising the asset balance of deferred income taxes are as
follows:
 December 31,2010
    
    
    2009Liabilities:Commissions and other financing costs
    
    Ps.
    (148,581
    )
    
    Ps.
    (181,376
    )Prepaid expenses and advances to suppliers
    
    
    (2,508
    )
    
    
    (6,421
    )(151,089
    )
    
    
    (187,797
    )Assets:Furniture and equipment
    
    
    285
    
    
    
    26Intangible assets for concession
    
    
    984,978
    
    
    
    745,024Allowance for doubtful accounts
    
    
    179
    
    
    
    2,183Employee benefits
    
    
    542
    
    
    
    Derivative financial instruments
    
    
    47,295
    
    
    
    38,693Accrued fees to the federal government
    
    
    4,575
    
    
    
    4,172Accrued liabilities and provisions
    
    
    97,483
    
    
    
    30,6891,135,337
    
    
    
    820,787Deferred net income tax asset, net
    
    
    984,248
    
    
    
    632,990Tax loss carryforwards
    
    
    1,488,768
    
    
    
    1,191,637Net deferred tax asset
    
    Ps.
    2,473,016
    
    
    Ps.
    1,824,627
 To determine deferred ISR at December 31, 2010 and 2009, the Company applies applicable
tax rates to temporary differences based on their estimated reversal dates.d.
    
    The main items originating a deferred IETU liability in 2009 are:
 December 31,2009Liability:Prepaid expenses
    
    Ps.
    (1,825
    )(1,825
    )Asset:Accounts and notes payable
    
    
    1,732Deferred IETU asset
    
    
    1,732Net deferred IETU liability
    
    Ps.
    93
 e.
    
    Given the improved circumstances considered to assess the recovery of deferred
income tax assets and tax loss carryforwards in 2009, the allowance for valuation of
deferred income tax assets recognized through 2008 of Ps.923,659 was reversed with a
credit to results for the year.f.
    
    In accordance with rule I.3.3.2.5 of the omnibus tax ruling of June 11, 2010,
taxpayers engaged in the exploitation of a concession, authorization or permit granted
by the federal government may apply their tax losses until they are fully depleted, or
the concession, authorization or permit expires or the Company is liquidated, whichever
occurs first. As of December 31, 2010 and 2009 the amount of the restated tax loss are
Ps.5,317,029 and Ps.4,255,846, respectively.g.
    
    The balances of the contributed capital account at December 31, 2010 and 2009 are
Ps. 27,221,209 and Ps.26,073,955, respectively.
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##### Table of Contents



14.
    
    Stockholders equity
 a.
    
    Common stock at par value as of December 31 is as follows:
 AmountNumber of Shares
    
    
    (Thousand)2010
    
    
    2009
    
    
    2010
    
    
    2009Fixed capitalSeries A
    
    
    50,000
    
    
    
    50,000
    
    
    Ps.
    50
    
    
    Ps.
    50Variable capitalSeries A
    
    
    18,186,499,503
    
    
    
    18,186,499,503
    
    
    
    17,589,098
    
    
    
    17,589,098Series B
    
    
    8,506,000,000
    
    
    
    8,506,000,000
    
    
    
    6,549,620
    
    
    
    6,549,620Total
    
    
    26,692,549,503
    
    
    
    26,692,549,503
    
    
    Ps.
    24,138,768
    
    
    Ps.
    24,138,768
 b.
    
    As part of the unanimous resolutions adopted at the stockholders meeting held on
September 24, 2009, the stockholders approved an increase in the Companys variable
capital up to an amount of Ps.15,000,000 by issuing up to 4,000,000,000 common, nominal
no-per-value Series A shares and up to 14,000,0000,000 common, nominal, no-par-value
Series B shares.c.
    
    In October 2009, Trust No. F/00661 placed Long-Term Infrastructure Development
Capital Certificates (CKDes) for Ps.6,549,620 with Mexican institutional investors. The
placement price was Ps.77 pesos per CKDe, which began to be traded on the Mexican Stock
Exchange on October 2 under trading board code RCOCB. Each CKDe is backed by 100
Series B shares of RCO, which are deposited in the issuing trust.d.
    
    As of October 2, 2009, 8,506,000 Series B shares where subscribed and paid by The
Bank of New York Mellon, S.A. As of November 5, 2009, 2,597,400,000 Series A shares
where subscribed and paid by the Companys shareholders with exception of The Bank of
New York Mellon, S.A.e.
    
    At the Stockholders Ordinary General Meeting of April 26, 2010, the stockholders
resolved to cancel 6,896,600,000 shares currently held in the Companys Treasury because
they were not paid-in and subscribed according to the Unanimous Resolutions of September
24, 2009.f.
    
    At the Stockholders Ordinary General Meeting of April 26, 2010, and the
Unanimous Resolutions approved by stockholders outside the meeting on May 14, 2009, the
stockholders approved the results of the years ended December 31, 2009 and 2008,
respectively.g.
    
    At the Stockholders Extraordinary and Ordinary General Meeting of September 8,
2010, the stockholders approved an increase in the Companys variable capital by the
amount of Ps.3,155,573 by issuing ordinary, nominative shares at no par value, which
will be offered at a subscription price of 0.89 cents per share.This issuance will cover up to 2,415,730,337 unsubscribed Series A and 1,129,857,109
Series B ordinary, nominative shares at no par value, which will be deposited with the
Companys Treasury until they are subscribed and paid-in.h.
    
    Stockholders equity, except restated paid-in capital and tax retained earnings,
will be subject to income tax at the rate in effect when the 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.
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15.
    
    Balances and transactions with related parties
 a.
    
    Balances due to related parties are as follows:
 December 31,2010
    
    
    2009Ingenieros Civiles Asociados, S.A. de C.V.
    
    Ps.
    3,182
    
    
    Ps.
    102,317ICA Infraestructura, S.A. de C.V.
    
    
    11,898
    
    
    
    4,730Ps.
    15,080
    
    
    Ps.
    107,047Accounts payable for work
executed, not yet approved
with Ingenieros
Civiles Asociados, S.A. de
C.V.
    
    Ps.
    91,253
    
    
    Ps.
    206,076
 b.
    
    Transactions with related parties, carried out in the ordinary course of
business, were as follows:
 For the year ended December 31,2010
    
    2009
    
    2008Operation and maintenance
expenses
    
    Ps.
    201,750
    
    
    Ps.
    204,704
    
    
    Ps.
    172,190Administrative services expense
    
    
    
    
    
    
    818
    
    
    
    30,282Capitalized costs of investment in
concession
    
    
    
    
    
    
    
    
    
    
    15,111Construction cost
    
    
    866,194
    
    
    
    1,310,943
    
    
    
    213,701Executive administrative bonds
    
    
    20,001
    
    
    
    9,804
    
    
    
    
 c.
    
    The Company has the following agreements with related parties:
 1)
    
    Operating, administrative, conservation and maintenance services
agreements with ICA Infraestructura, S. A. de C. V., which specifies payment of
one twelfth of the approved annual operating and maintenance budget for
operating services and 8% of certain administrative costs for administrative
services. The term of the agreement is for five years, effective from September
26, 2007, and is renewable for one additional year.2)
    
    Construction agreements with Ingenieros Civiles Asociados, S. A. de
C. V. for several expansion projects, the terms of which depend on the execution
of the work and are subject to annual reviews when material changes in the
established prices are expected.
 16.
    
    Employee benefitsNet period cost for obligations resulting from the pension plan and seniority premiums in the
administrative services subsidiary was Ps. 1,937 for the year 2010. Other disclosures
required by financial reporting standards are not considered material.Executive personnel have the right to an annual and deferred compensation paid in cash. As of
December 31, 2010 and 2009, annual compensation was Ps.12,086 and Ps.9,804, respectively.
Deferred compensation for the year 2010 was Ps.7,915.
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##### Table of Contents



17.
    
    Differences Between MFRS and Accounting Principles Generally Accepted in the United States
of America (U.S. GAAP)The Companys consolidated financial statements are prepared in accordance with MFRS, which
differ in certain significant respects from U.S. GAAP. The MFRS consolidated financial
statements include the effects of inflation recognized through December 31, 2007, as required
by MFRS through that date. Effective January 1, 2008, the Company adopted NIF B-10, Effects
of Inflation, under which it suspended the recognition of the effects of inflation on its
financial information and ceased the restatement of financial information to constant pesos.
U.S. GAAP generally requires financial statements to be prepared on a nominal cost basis.
However, the Company considers that the presentation of price-level is a more meaningful
presentation than historical cost based financial reporting. Accordingly, the reconciliation
to U.S. GAAP does not include the reversal of the inflation adjustments recognized through
December 31, 2007, included in the balances of assets, liabilities and equity.Restatment of prior year During preparation of the 2010 U.S. GAAP reconciliation, the
Companys management restated in 2009 the effects of deferred income taxes with respect to
other comprehensive income within equity, generated by the effects of derivative financial
instruments. As discussed in Note d. below, recognition of deferred income tax effects on
derivative financial instruments within other comprehensive income are not required by MFRS,
while they are required under U.S. GAAP. Consequently, the U.S. GAAP reconciliations of
stockholders equity and net income have been restated. In 2008, the effects of the
restatement resulted in the recognition of a deferred income tax asset of Ps. 60,523,
recognized through other comprehensive income. However, given the Companys projections at
that time, a full valuation allowance was recognized in 2008 on the net deferred income tax
asset. Accordingly, a valuation reserve of Ps. 60,523 was also recognized through other
comprehensive income in 2008, resulting in a zero net effect to other comprehensive income
and accordingly, stockholders equity under U.S. GAAP at December 31, 2008. In 2009,
Company  ́s projections resulted in the reversal of the valuation allowance on its net deferred
income tax assets. Although the original reserve related to this adjustment, it was
recognized in other comprehensive income in 2008, U.S. GAAP required the recognition of its
reversal in 2009 through results. The effects of these adjustments on the 2009
reconciliations are shown below:
 As of and for the Year Ended December 31, 2009As presented
    
    Adjustment
    
    As RestatedStatement of financial position:Net deferred income tax asset
    
    Ps.
    1,824,627
    
    
    Ps.
    285,768
    
    
    Ps.
    2,110,395Valuation of derivative financial
instruments in other comprehensive
loss
    
    Ps.
    (804,447
    )
    
    Ps.
    225,245
    
    
    Ps.
    (579,202
    )Comprehensive loss
    
    Ps.
    (964,527
    )
    
    Ps.
    285,768
    
    
    Ps.
    (678,759
    )Total stockholders equity
    
    Ps.
    20,477,001
    
    
    Ps.
    285,768
    
    
    Ps.
    20,762,769Statement of net income:Cancellation of the valuation
allowance for deferred ISR asset
    
    Ps.
    (923,659
    )
    
    Ps.
    (60,523
    )
    
    Ps.
    (984,182
    )Total income tax benefit
    
    Ps.
    (1,747,781
    )
    
    Ps.
    (60,523
    )
    
    Ps.
    (1,808,304
    )Net loss
    
    Ps.
    (160,080
    )
    
    Ps.
    60,523
    
    
    Ps.
    (99,557
    )
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##### Table of Contents



The principal differences between MFRS and U.S. GAAP and their effects on consolidated net
loss and consolidated equity are presented below with an explanation of such adjustments:
 ConvenienceTranslation(see Note 2)December 31,
    
    
    For the year ended December 31,2010
    
    
    2010
    
    
    2009 (As restated)
    
    
    2008Reconciliation of
Consolidated Net LossNet loss under MFRS
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (160,080
    )
    
    Ps.
    (2,282,552
    )U.S. GAAP adjustments for:Reversal of construction
revenues (c)
    
    
    (87,566
    )
    
    
    (1,084,284
    )
    
    
    (1,527,819
    )
    
    
    (260,065
    )Reversal of construction
costs (c)
    
    
    87,566
    
    
    
    1,084,284
    
    
    
    1,527,819
    
    
    
    260,065Reversal of valuation
allowance on deferred ISR
asset (d)
    
    
    
    
    
    
    
    
    
    
    60,523
    
    
    
    Net loss under US. GAAP
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (99,557
    )
    
    Ps.
    (2,282,552
    )
 ConvenienceTranslation(see Note 2)December 31,
    
    
    For the year ended December 31,2010
    
    
    2010
    
    
    2009 (As restated)
    
    
    2008Reconciliation of
Consolidated
Stockholders EquityTotal equity reported
under MFRS
    
    $
    1,499,798
    
    
    Ps.
    18,571,247
    
    
    Ps.
    20,430,076
    
    
    Ps.
    13,070,423U.S. GAAP adjustments for:Valuation of
derivative financial
instruments (a)
    
    
    26,212
    
    
    
    324,572
    
    
    
    46,925
    
    
    
    Deferred income taxes
on derivative
financial instruments
recorded through other
comprehensive income
(d)
    
    
    43,897
    
    
    
    543,553
    
    
    
    285,768
    
    
    
    Equity under U.S. GAAP
    
    $
    1,569,907
    
    
    Ps.
    19,439,372
    
    
    Ps.
    20,762,769
    
    
    Ps.
    13,070,423
 a.
    
    Fair valueEffective January 1, 2008, the Company adopted Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and
Disclosures, for all financial instruments accounted for at fair value on a recurring
basis; effective January 1, 2009, the guidance in FASB ASC 820 was adopted for all
non-financial instruments accounted for at fair value on a non-recurring basis. The
guidance in FASB ASC 820 establishes a new framework for measuring fair value and
expands related disclosures. In general terms, the framework requires fair value to be
determined based on the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants. It also
establishes a three-level valuation hierarchy based upon observable and non-observable
inputs.
 
 G-26




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##### Table of Contents



For financial assets and liabilities, the Company determines fair value through the use
of inputs observable in the market for identical or similar assets or liabilities. In
the absence of active markets for identical assets or liabilities, such measurements
involve developing assumptions based on market-observable data and, in the absence of
such data, internal information that is consistent with what market participants would
use in a hypothetical transaction that occurs at the measurement date.Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Companys market assumptions. Preference is given to
observable inputs. These two types of inputs create the following fair value hierarchy:
 
    
    Level 1  Quoted prices for identical instruments in active markets.
    
    Level 2  Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not active; and
model-derived valuations whose inputs are observable or whose significant value
drivers are observable.
    
    Level 3  Significant inputs to valuation models which are unobservable in a
market.
 The Company maintains policies and procedures to measure instruments using the best and
most relevant data available.As part of its guidance, ASC 820 requires that the fair value measurement for a
liability reflects its nonperformance risk, or the risk that the obligation will not be
fulfilled, which includes the reporting entitys own credit risk. Nonperformance risk
is not contemplated for fair value measurements under MFRS, thus resulting in a
difference between MFRS and U.S. GAAP. The effect of the Companys own credit risk on
the valuation of its derivative financial instrument liabilities resulted in a decrease
to the value of the liability under U.S. GAAP for Ps.277,647 and Ps.46,925 as of
December 2010 and 2009, respectively, recognized as a credit to other comprehensive
income. The effect in 2008 was not considered material.Non-Recurring Fair Value MeasurementsCertain assets are measured at fair value on a non-recurring basis. These assets are
not measured at fair value on an ongoing basis but are subject to fair value
adjustments only in certain circumstances, such as through the recognition of
impairment of a long-lived asset. The Company has not recorded any non-recurring fair
value adjustments to its non-financial assets or liabilities.Assets and liabilities measured at fair value under U.S. GAAP at December 31, 2010 and
2009 are as follows:
 Quoted prices inactive markets for
    
    
    Significant other
    
    
    Significantidentical assets
    
    
    observable inputs
    
    
    unobservable inputsDecember 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative
financial
instruments
    
    Ps.
    (2,146,131
    )
    
    Ps.
    
    
    
    Ps.
    (2,146,131
    )
    
    Ps.
    Total
    
    Ps.
    (2,146,131
    )
    
    Ps.
    
    
    
    Ps.
    (2,146,131
    )
    
    Ps.
    
 Quoted prices inactive markets for
    
    
    Significant other
    
    
    Significantidentical assets
    
    
    observable inputs
    
    
    unobservable inputsDecember 31, 2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative
financial
instruments
    
    Ps.
    (1,179,376
    )
    
    Ps.
    
    
    
    Ps.
    (1,179,376
    )
    
    Ps.
    Total
    
    Ps.
    (1,179,376
    )
    
    Ps.
    
    
    
    Ps.
    (1,179,376
    )
    
    Ps.
    
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##### Table of Contents



The Company enters into various interest rate swaps (see Note 10). In general, given
the nature of its derivative financial instruments, no quoted market prices are
available. Accordingly, the Company values its derivative financial instruments using
recognized valuation methodologies, which fall within the income approach technique.
The fair values are either prepared by valuation agents represented by the
counterparties with whom it enters into these instruments, or by a Mexican price
provider specialist authorized by the CNBV (Comisión Nacional Bancaria y de Valores).
Accordingly, all derivative instruments are classified within level 2, of the fair
value hierarchy.Inputs used in valuation methodologies for derivative financial instruments are
provided by a price vendor authorized by CNBV.Other fair value disclosuresFASB 820-10-50 also requires disclosure of the fair value of financial instruments
whether or not recognized in the statement of financial position, for which it is
practicable to estimate fair value. Those financial instruments include items such as
trade accounts receivable, accounts payable, provisions and long-term debt. The
estimated fair value amounts as discussed below have been determined by the Company
using available market information or other appropriate valuation techniques. The
Company uses its best judgment in estimating the fair value of these financial
instruments. The use of different market assumptions may have a material effect on the
estimated fair value amounts.Accounts receivable, accounts payable and provisions are of a short-term nature and
bear interest at rates tied to market indicators. Accordingly, the Company believes
that their carrying amounts approximate their carrying value.For long-term debt, fair value is estimated using discounted cash flows based on the
current incremental borrowing rates for similar types of borrowing arrangements. The
estimated fair value of the Companys long-term debt is similar to its carrying value,
given the variable interest rate nature of the debt.Investment in concession is measured at fair value when there is a determination that
the asset is impaired. The determination of fair value is based on the best information
available, including internal cash flow estimates discounted at an appropriate interest
rate, quoted market prices when available, market prices for similar assets and
independent appraisals, as appropriate. As of December 31, 2010 and 2009, there were no
fair value adjustments with respect to the investment in concession.b.
    
    Application of losses and equity offering costsIn its MFRS financial statements, the Company recognizes the application of accumulated
losses against capital stock, reclassifying amounts from other equity accounts to
capital stock. Such applications are made only upon approval of the stockholders of the
Company. U.S.GAAP prohibits the reclassification of accumulated losses against other
capital accounts, except in certain circumstances, which are not applicable to the
Company.Additionally, equity offering costs have been classified within accumulated deficit
within the accompanying MFRS financial statements. U.S. GAAP requires such costs to be
deducted from additional paid-in capital, with any excess applied against the capital
stock issued.These differences do not affect total consolidated stockholders equity under U.S.
GAAP, but rather represent reclassifications among certain individual accounts within
stockholders equity.
 
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During 2008, an application of Ps.234,912 was made, decreasing the balance of
accumulated losses and decreasing the value of capital stock under MFRS. Additionally,
during 2009, the Company applied Ps.178,513 of equity offering costs to accumulated
deficit. No applications or reclassifications were recognized during 2010. The
following table shows the balances of the individual stockholders equity accounts on a
U.S. GAAP basis, taking into consideration the cumulative effect of these
classification differences at December 31, 2010, and 2009, as well as considering the
adjustment to the value of the derivative financial instruments at December 31, 2010
and 2009, as discussed in note a. above.
 2010Stockholders
    
    
    
    
    
    
    StockholdersEquity Accounts
    
    
    Cumulative U.S.
    
    
    Equity AccountsUnder MFRS at
    
    
    GAAP
    
    
    under U.S. GAAP atDecember 31, 2010
    
    
    Adjustment
    
    
    December 31, 2010Capital stock
    
    Ps.
    24,138,768
    
    
    Ps.
    (178,513
    )
    
    Ps.
    23,960,255Restatement of capital stock
    
    
    
    
    
    
    234,912
    
    
    
    234,912Accumulated deficit
    
    
    (3,301,686
    )
    
    
    4,124
    
    
    
    (3,297,562
    )Valuation of derivative
financial instruments
    
    
    (2,265,835
    )
    
    
    807,602
    
    
    
    (1,458,233
    )Total stockholders equity
    
    Ps.
    18,571,247
    
    
    Ps.
    868,125
    
    
    Ps.
    19,439,372
 2009 (As restated)Stockholders
    
    
    
    
    
    
    StockholdersEquity Accounts
    
    
    Cumulative U.S.
    
    
    Equity AccountsUnder MFRS at
    
    
    GAAP
    
    
    under U.S. GAAP atDecember 31, 2009
    
    
    Adjustment
    
    
    December 31, 2009Capital stock
    
    Ps.
    24,138,768
    
    
    Ps.
    (178,513
    )
    
    Ps.
    23,960,255Restatement of capital stock
    
    
    
    
    
    
    234,912
    
    
    
    234,912Accumulated deficit
    
    
    (2,641,166
    )
    
    
    4,124
    
    
    
    (2,637,042
    )Valuation of derivative
financial instruments
    
    
    (1,067,526
    )
    
    
    272,170
    
    
    
    (795,356
    )Total stockholders equity
    
    Ps.
    20,430,076
    
    
    Ps.
    332,693
    
    
    Ps.
    20,762,769
 c.
    
    Concession accounting under INIF 17As discussed in Note 3d. to the consolidated financial statements under MFRS, beginning
January, 2010, the Company adopted INIF 17. Accounting under INIF 17 is similar to the
previous accounting requirements applied by the Company under IFRIC 12, both of which
result in the recognition of an intangible asset related to the concession, as well as
the recognition of construction revenues and costs, including those related to
improvements to infrastructure of the concession during the construction phase.
Although accounting for the concession under U.S. GAAP results in the recognition of an
intangible asset recorded at the same value as that under MFRS, U.S. GAAP does not
contemplate the recognition of construction costs and revenues related to construction
or improvements under the concession. As there was no profit margin recognized on
construction activities, the reversal of these amounts does not result in a reconciling
adjustment to arrive at net loss under U.S. GAAP. Accordingly, under U.S. GAAP, the
Company reversed construction revenues and construction costs in an equal amount of
Ps.1,084,284, Ps.1,527,819 and Ps.260,065 recognized in MFRS in 2010, 2009 and 2008,
respectively.
 
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##### Table of Contents



d.
    
    Deferred income taxesUnder MFRS, the Company accounts for deferred income taxes in accordance with NIF D-4,
Income Taxes, and Bulletin D-4, Income Tax, Asset Tax and Statutory Employee Profit
Sharing, which require a methodology similar to FASB ASC 740, which is applied by the
Company for purposes of the U.S. GAAP reconciliation. However, deferred taxes are
classified as non-current for MFRS purposes while they are based on the classification
of the related asset or liability for U.S. GAAP purposes.In addition, during 2007, the IETU Law was enacted and became effective in 2008. The
Company determines, based on projections, whether it will be subject to ISR or IETU and
records the deferred tax asset (liability) based on such determination. When an entity
projects that it will be subject to IETU in some years and ISR in others, MFRS requires
an entity to calculate its deferred taxes using temporary differences and rates
pursuant to both IETU and ISR laws and record deferred taxes based on the law that
yields the greater net deferred tax liability or, as it were, the smaller net deferred
tax asset. Under U.S. GAAP, a hybrid approach is applied whereby the entity must
recognize the deferred tax asset or liability based on the tax it expects to pay in
each year in which its temporary differences reverse. For 2010, 2009 and 2008, the
Companys projections indicate that it will be an ISR payer, and as such, does not
apply the hybrid approach.A reconciliation of the net deferred income tax asset from MFRS to U.S. GAAP and the
composition of the deferred income taxes under U.S. GAAP at December 31, 2010 and 2009
are as follows:
 ConvenienceTranslation(see Note 2)December 31,
    
    
    As of December 31,2010
    
    
    2010
    
    
    2009 (As restated)Reconciliation
of net deferred
income tax asset:Deferred income taxes
assets under MFRS
(see Note 13)
    
    $
    199,719
    
    
    Ps.
    2,473,016
    
    
    Ps.
    1,824,627Deferred income tax
for valuation of
derivative financial
instruments recorded
in other
comprehensive income
    
    
    43,897
    
    
    
    543,553
    
    
    
    285,768Net deferred income
tax assets under U.S.
GAAP
    
    $
    243,616
    
    
    Ps.
    3,016,569
    
    
    Ps.
    2,110,395
 December 31,2010
    
    
    2009 (As restated)Composition of deferred income taxes:Current:Liabilities:Prepaid expenses and advances to suppliers
    
    Ps.
    (2,508
    )
    
    Ps.
    (6,421
    )(2,508
    )
    
    
    (6,421
    )Assets:Allowance for doubtful accounts
    
    
    179
    
    
    
    2,183Accrued fees to the federal government
    
    
    4,575
    
    
    
    4,172Accrued liabilities and provisions
    
    
    58,483
    
    
    
    30,68963,237
    
    
    
    37,044Net current deferred income tax asset (liability)
    
    
    60,729
    
    
    
    30,623
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December 31,2010
    
    
    2009 (As restated)Non-current:Liabilities:Commissions and other financing costs
    
    Ps.
    (148,581
    )
    
    Ps.
    (181,376
    )(148,581
    )
    
    
    (181,376
    )Assets:Furniture and equipment
    
    
    285
    
    
    
    26Intangible assets for concession
    
    
    984,978
    
    
    
    745,024Employee benefits
    
    
    542
    
    
    
    Provisions
    
    
    39,000
    
    
    
    Derivative financial instruments
    
    
    590,848
    
    
    
    324,4611,615,653
    
    
    
    1,069,511Net non-current deferred tax asset
    
    
    1,467,072
    
    
    
    888,135Tax loss carryforwards
    
    
    1,488,768
    
    
    
    1,191,637Net non-current deferred income tax asset
    
    
    2,955,840
    
    
    
    2,079,772Net deferred income tax asset under U.S. GAAP
    
    Ps.
    3,016,569
    
    
    Ps.
    2,110,395
 The composition of the deferred IETU under U.S. GAAP at December 31, 2009 is as
follows:
 2009Current:Assets:Accounts and notes payable
    
    Ps.
    1,7321,732Liabilities:Prepaid expenses
    
    
    (1,825
    )(1,825
    )Net deferred IETU liability under U.S. GAAP
    
    Ps.
    93
 U.S. GAAP also provides detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in an enterprises
financial statements and requires an entity to recognize the financial statement impact
of a tax position when it is more likely than not that the position will be sustained
upon examination. If the tax position meets the more-likely-than-not recognition
threshold, the tax effect is recognized at the largest amount of the benefit that is
greater than 50% likely of being realized upon ultimate settlement. Any difference
between the tax position taken in the tax return and the tax position recognized in the
financial statements using the criteria above results in the recognition of a liability
in the financial statements for the unrecognized benefit. Similarly, if a tax position
fails to meet the more-likely-than-not recognition threshold, the benefit taken in the
tax return will also result in the recognition of a liability in the financial
statements for the full amount of the unrecognized benefit.As of December 31, 2010, 2009 and 2008, the Company does not have any unrecognized tax
benefits that would require recognition in its U.S. GAAP statements of financial
position.e.
    
    Other Differences and Supplemental U.S. GAAP and Securities and Exchange
Commission Disclosures
 (1)
    
    Statement of cash flowsEffective January 1, 2008, the Company
adopted NIF B-2, Statement of Cash Flows, and thus presents a statement of cash
flows under MFRS in 2010, 2009 and 2008.
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##### Table of Contents



For 2010, 2009 and 2008, for U.S. GAAP purposes, the Company has provided a
statement of cash flows in accordance with FASB ASC 230, which presents only cash
movements, excluding the effects of inflation, and requires that additional
information related to non-cash investing and financing transactions and other
events be provided separately.Requirements regarding the presentation of the statement of cash flows under MFRS
differ in certain respects from those set forth by U.S. GAAP. Among others, MFRS
includes restricted cash within the cash and cash equivalents balances while
under U.S. GAAP, changes in restricted cash are generally presented as cash flows
from investing activities. In addition, payments of interest expense are
financing cash flows for MFRS and are either operating cash flows or investing
cash flows when capitalized as part of a qualifying asset under U.S. GAAP.The information for the year ended December 31, 2010 and 2009 and 2008 is
presented below:
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##### Table of Contents



Convenience translation(see Note 2)December 31,
    
    
    For the year ended December 31,2010
    
    
    2010
    
    
    2009
    
    
    2008Operating activities:Consolidated net loss under U.S. GAAP
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (99,557
    )
    
    Ps.
    (2,282,552
    )Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    65,203
    
    
    
    807,376
    
    
    
    781,203
    
    
    
    621,992Allowance for doubtful
    
    
    (532
    )
    
    
    (6,582
    )
    
    
    
    
    
    
    Provisions
    
    
    23,016
    
    
    
    285,000
    
    
    
    10,134
    
    
    
    49,339Derivative financial instruments
    
    
    80,149
    
    
    
    992,441
    
    
    
    732,198
    
    
    
    130,606Amortization of finance fees and expenses
    
    
    7,517
    
    
    
    93,084
    
    
    
    243,429
    
    
    
    120,340Deferred income tax
    
    
    (52,371
    )
    
    
    (648,481
    )
    
    
    (1,808,553
    )
    
    
    Unpaid exchange loss
    
    
    
    
    
    
    
    
    
    
    (53
    )
    
    
    73367,639
    
    
    
    862,318
    
    
    
    (141,199
    )
    
    
    (1,359,542
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    1,397
    
    
    
    17,302
    
    
    
    3,711
    
    
    
    (47,286
    )Recoverable taxes
    
    
    1,317
    
    
    
    16,305
    
    
    
    (12,253
    )
    
    
    (10,387
    )Other accounts receivable and prepaid expenses
    
    
    2,670
    
    
    
    33,063
    
    
    
    17,345
    
    
    
    (14,091
    )Other assets
    
    
    (10
    )
    
    
    (118
    )
    
    
    
    
    
    
    Trade accounts payable
    
    
    (8,713
    )
    
    
    (107,890
    )
    
    
    3,141
    
    
    
    44,475Other current liabilities
    
    
    (10,547
    )
    
    
    (130,610
    )
    
    
    (96,268
    )
    
    
    22,337Due to related parties, net
    
    
    (7,684
    )
    
    
    (95,149
    )
    
    
    55,234
    
    
    
    (176,528
    )Taxes other than income tax
    
    
    634
    
    
    
    7,859
    
    
    
    (9,740
    )
    
    
    13,000Income taxes paid
    
    
    (30
    )
    
    
    (367
    )
    
    
    (289
    )
    
    
    Employee profit sharing
    
    
    27
    
    
    
    331
    
    
    
    89
    
    
    
    17Employee benefits
    
    
    980
    
    
    
    12,134
    
    
    
    
    
    
    
    Net cash provided by (used in) operating activities
    
    
    49,680
    
    
    
    615,178
    
    
    
    (180,229
    )
    
    
    (1,562,411
    )Investing activities:Acquisition of furniture and equipment
    
    
    (212
    )
    
    
    (2,628
    )
    
    
    (3,311
    )
    
    
    (312
    )Intangible asset for concession
    
    
    (74,944
    )
    
    
    (927,995
    )
    
    
    (1,365,305
    )
    
    
    (360,327
    )Restricted cash
    
    
    14,840
    
    
    
    183,754
    
    
    
    155,117
    
    
    
    39,340Net cash used in investing activities
    
    
    (60,316
    )
    
    
    (746,869
    )
    
    
    (1,213,499
    )
    
    
    (321,299
    )Financing activities:Proceeds from long-term debt
    
    
    89,481
    
    
    
    1,108,000
    
    
    
    1,897,000
    
    
    
    1,844,500Prepayment from long-term debt
    
    
    (27,719
    )
    
    
    (343,225
    )
    
    
    (7,666,498
    )
    
    
    Commission and financing cost
    
    
    (204
    )
    
    
    (2,521
    )
    
    
    (156,913
    )
    
    
    (152,279
    )Additional capital contribution
    
    
    
    
    
    
    
    
    
    
    8,549,618
    
    
    
    Equity offering costs
    
    
    
    
    
    
    
    
    
    
    (189,372
    )
    
    
    Derivative financial instruments
    
    
    (80,216
    )
    
    
    (993,273
    )
    
    
    (702,694
    )
    
    
    109,919Net cash provided by financing activities
    
    
    (18,658
    )
    
    
    (231,019
    )
    
    
    1,731,141
    
    
    
    1,802,140(Decrease) increase in cash and cash equivalents
    
    
    (29,294
    )
    
    
    (362,710
    )
    
    
    337,413
    
    
    
    (81,570
    )Cash and cash equivalents at the beginning of period
    
    
    33,638
    
    
    
    416,508
    
    
    
    79,095
    
    
    
    160,665Cash and cash equivalents at the end of period
    
    $
    4,344
    
    
    Ps.
    53,798
    
    
    Ps.
    416,508
    
    
    Ps.
    79,095Cash paid for:Interest, net of interest capitalized
    
    $
    157,216
    
    
    Ps.
    (1,946,722
    )
    
    Ps.
    2,783,576
    
    
    Ps.
    3,258,839
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##### Table of Contents



(2)
    
    Statement of comprehensive income The Companys statements of comprehensive
income for the year ended December 31, 2010, 2009 and 2008, are set forth below:
 ConvenienceTranslation (see Note2) December 31,
    
    
    
    
    
    
    For the year ended December 31,2010
    
    
    2010
    
    
    2009 (As restated)
    
    
    2008Net loss under U.S. GAAP
    
    $
    (53,343
    )
    
    Ps.
    (660,520
    )
    
    Ps.
    (99,557
    )
    
    Ps.
    (2,282,552
    )Other comprehensive loss:Valuation of derivative
financial instruments, net
of deferred income taxes of
Ps. 257,785 and Ps. 225,245
in 2010 and 2009,
respectively
    
    
    (53,534
    )
    
    
    (662,877
    )
    
    
    (579,202
    )
    
    
    (216,154
    )Comprehensive loss under
U.S. GAAP
    
    $
    (106,877
    )
    
    Ps.
    (1,323,397
    )
    
    Ps.
    (678,759
    )
    
    Ps.
    (2,498,706
    )
 18.
    
    New accounting principlesMFRSAs part of its efforts to converge Mexican standards with international standards, in 2010,
the Mexican Board for Research and Development of Financial Information Standards (CINIF)
issued the following NIFs, INIFs and improvements to NIFs applicable to the Company, which
become effective on January 1, 2011:
 Interim Financial Information
 Some of the most important changes established by these standards are:
 Interim Financial
Information
 Improvements to Mexican
Financial Reporting Standards 2011 
 Statement of Cash
Flows
 Related Parties 
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At the date of issuance of these consolidated financial statements, the Company has not fully
assessed the effects of adopting these new standards on its financial information.U.S. GAAPRecently adopted accounting pronouncementsOn January 21, 2010, the FASB issued Accounting Standards Update (ASU) 2010-06. The ASU
amends ASC 820, Fair Value Measurements and Disclosuresto add new requirements for
disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about
purchases, sales, issuances, and settlements relating to Level 3 measurements. It also
clarifies existing fair value disclosures about the level of disaggregation and about inputs
and valuation techniques used to measure fair value. The new disclosures and clarifications
of existing disclosures about fair value measurements were effective January 1, 2010, except
for the disclosures about activity in Level 3 fair value measurements, which are effective
for fiscal years beginning after December 15, 2010. The adoption of this guidance did not
have an impact on the Companys consolidated financial statements.19.
    
    International Financial Reporting StandardsIn January 2009, the National Banking and Securities Commissions published amendments to the
Sole Circular for Issuing Entities, whereby financial statements prepared according to
International Financial Reporting Standards (IFRS) must be presented as of 2012, although
early adoption of this measure is permitted.The Company elected to early adopt IFRS in 2011. The most significant changes identified by
the Company as regards its accounting policies derived from the adoption of IFRS and the
estimated effects of these changes on stockholders equity at January 1 2010 (the transition
date for comparative purposes) and December 31, 2010, and on its 2010 statement of
operations, are detailed below:Effects of adoption on the statement of financial position:
 January 1,
    
    
    December 31,Adjustment
    
    
    Description
    
    2010
    
    
    2010Stockholders equity under MFRS
    
    Ps.
    20,430,076
    
    
    Ps.
    18,571,247a.
    
    
    Cancellation of the effects of inflation
    
    
    (473,097
    )
    
    
    (464,586
    )b.
    
    
    Recognition of commissions and
financing expenses using the effective
interest method
    
    
    126,524
    
    
    
    111,417c.
    
    
    Effect of deferred taxes
    
    
    458,150
    
    
    
    812,218d.
    
    
    Cancellation of deferred PTU
    
    
    24
    
    
    
    55e.
    
    
    Employee benefits
    
    
    
    
    
    
    1,914Stockholders equity under IFRS
    
    Ps.
    20,541,677
    
    
    Ps.
    19,032,265
 Effects of adoption on the statement of operations:
 For the year endedDecember 31,Adjustment
    
    
    Description
    
    2010Net loss under MFRS
    
    Ps.
    (660,520
    )a.
    
    
    Effects of inflation on the
amortization of intangible
assets
    
    
    8,511b.
    
    
    Recognition of commissions
and financing expenses using
the effective interest
method
    
    
    (15,107
    )c.
    
    
    Effect of deferred taxes
    
    
    (5,424
    )d.
    
    
    Cancellation of deferred PTU
    
    
    31e.
    
    
    Employee benefits
    
    
    1,914Net loss under IFRS
    
    Ps.
    (670,595
    )
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Explanation of the main effects on the Companys financial information derived from the
adoption of IFRS:
 a.
    
    Under International Accounting Standard (IAS) 29, Financial Reporting in
Hyperinflationary Economies, inflationary effects may only be recognized in
hyperinflationary economies. As the Mexican economy ceased to be classified as
hyperinflationary in 1999, the inflationary effects recognized by the Company under MFRS
from 1999 through December 31, 2007 are reversed.b.
    
    IFRS require that costs incurred to issue debt instruments be capitalized and
applied to results using the effective interest method. Under MFRS, the
Company applied these costs by using the straight-line method.c.
    
    The Company recalculated its deferred taxes according to IAS 12, Income Taxes,
based on the values of assets and liabilities adjusted according to IFRS.d.
    
    Under IAS 19, Employee Benefits, the Company eliminated the deferred PTU balance
recognized according to MFRS.e.
    
    The Company recognizes severance benefits under MFRS, which, based on the terms
of the plans, are not consideredliabilities under IFRS.
 20.
    
    Authorization for issuance of financial statementsOn April 28, 2011, the issuance of these consolidated financial statements was authorized by
Lic. Demetrio Sodi, Chief Excutive Officer of the Company and Ing. Jorge Parra Palacios,
Chief Financial Officer. These consolidated financial statements are subject to approval at
the stockholders meeting, where they may be modified based on provisions set forth by the
Mexican General Corporate Law.21.
    
    Subsequent eventsThe Company has evaluated events subsequent to December 31, 2010 to assess the need for
potential recognition or disclosure in the accompanying consolidated financial statements.
Such events were evaluated through April 28, 2011, the date these consolidated financial
statements were available to be issued. Based upon this evaluation, it was determined that
no subsequent events occurred that require recognition or disclosure in the consolidated
financial statements.
  G-36