Obligation Empresas ICA 8.9% ( USP37149AN42 ) en USD

Empresas ICA

12.66 % ⇌

Mexique

USP37149AN42 ( en USD )

8.9% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

03/02/2021 - Obligation échue

Prospectus brochure de l'obligation Empresas ICA USP37149AN42 en USD 8.9%, échue

2 000 USD

500 000 000 USD

P37149AN4

N/A

L'obligation a fait défaut

L'Obligation émise par Empresas ICA ( Mexique ) , en USD, avec le code ISIN USP37149AN42, paye un coupon de 8.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/02/2021

O F F E R I N G M E M O R A N D U M
U.S.$500,000,000
Empresas ICA, S.A.B. de C.V.
8.900% Senior Notes due 2021
http://www.oblible.com
We are offering U.S.$400,000,000 aggregate principal amount of our 8.900% Senior Notes due 2021, issued on February 4, 2011 (the
"Original Notes"), and U.S.$100,000,000 aggregate principal amount of our 8.900% Senior Notes due 2021, issued on February 14, 2011 (the
"Additional Notes" and together with the Original Notes, the "Notes"). The Notes will mature on February 4, 2021. We will pay interest on the
Notes on February 4 and August 4 of each year, beginning on August 4, 2011. Interest will accrue on the Notes at a rate of 8.900% per year.
On and after February 4, 2016, we may, at our option, redeem the Notes, in whole or part, at specified redemption prices. Prior to
February 4, 2016, we may, at our option, redeem the Notes, in whole or part, at a redemption price equal to the greater of (1) 100% of the
principal amount of such Notes and (2) a specified make-whole amount. See "Description of Notes -- Optional redemption." On or prior to
February 4, 2016, we may, at our option and subject to certain conditions, use the net cash proceeds of certain equity offerings to redeem in the
aggregate up to 35% of the aggregate principal amount of the Notes at 108.900% of their principal amount. See "Description of Notes --
Optional redemption upon equity offerings." Additionally, we may redeem the notes at any time upon the occurrence of specified events relating
to an increase in Mexican withholding taxes. See "Description of Notes -- Tax redemption."
If a change of control occurs with respect to us, unless we have exercised our option to redeem the Notes, each holder of the Notes
will have the right to require us to repurchase all or any part of that holder's Notes at 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and additional amounts, if any, to the date of repurchase.
The Notes will be our senior unsecured obligations, ranking equal in right of payment with all our other existing and future
unsecured debt. The subsidiary guarantors will guarantee the Notes on a senior basis. Each guarantee will be unsecured and rank as set forth
under "Description of Notes--Ranking."
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for
Securities. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange, and to admit the Notes for
trading on the Euro MTF market ("Euro MTF"). See "Listing and General Information."
Investing in the Notes involves risks. See "Risk Factors" beginning on page 25 of this offering
memorandum and page A-13 of our annual report on Form 20-F for the year ended December 31, 2009,
which forms part of this offering memorandum.
Price: 98.545% of U.S.$400 million principal amount, plus accrued interest, if any, from February 4, 2011.
Price: 99.000% of U.S.$100 million principal amount, plus accrued interest, if any, from February 4, 2011.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY
(REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION
(COMISION NACIONAL BANCARIA Y DE VALORES, OR "CNBV"), AND MAY NOT BE OFFERED OR SOLD PUBLICLY OR
OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, EXCEPT PURSUANT TO THE PRIVATE PLACEMENT
EXEMPTION SET FORTH IN ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES, OR THE MEXICAN SECURITIES MARKET
LAW. WE WILL NOTIFY THE CNBV OF THE TERMS AND CONDITIONS OF THIS OFFERING FOR INFORMATIONAL PURPOSES
ONLY. DELIVERY OR RECEIPT OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY A CERTIFICATION AS TO THE
INVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THIS OFFERING MEMORANDUM IS SOLELY OUR
RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes are being offered only
to qualified institutional buyers, as defined in Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the
Securities Act. For more information about restrictions on transfer of the Notes, see "Notice to Investors" beginning on page 85.
The Original Notes and Additional Notes have been delivered to purchasers in book-entry form through The Depository
Trust Company ("DTC"), and its direct and indirect participants, including Clearstream Banking, S.A. Luxembourg ("Clearstream") and
Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, on February 4, 2011 and February 14, 2011, respectively.
Global Coordinator
BofA Merrill Lynch
Active Joint Bookrunners
BofA Merrill Lynch
Morgan Stanley
Passive Joint Bookrunner
Santander
The date of this offering memorandum is March 11, 2011.

TABLE OF CONTENTS
Page
NOTICE TO NEW HAMPSHIRE RESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
RECENT RESULTS OF OPERATIONS AND FINANCIAL CONDITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
FORM OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
VALIDITY OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
2009 FORM 20-F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Unless otherwise indicated or the context otherwise requires, all references in this offering
memorandum to "ICA," "our company," "we," "our," "ours," "us" or similar terms refer to Empresas ICA,
S.A.B. de C.V., together with its consolidated subsidiaries.
You should rely only on the information contained in or attached to this offering memorandum.
Neither we nor the initial purchasers have authorized anyone to provide you with different information.
We are not, and the initial purchasers are not, making an offer to sell the Notes in any jurisdiction
where the offer or sale is not permitted. This document may only be used where it is legal to sell these
securities. You should assume that the information appearing in this offering memorandum and attached
to this offering memorandum are accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
We are relying on an exemption from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. By purchasing the Notes, you will be deemed to have made the
acknowledgments, representations, warranties and agreements described under "Notice to Investors" in this
offering memorandum. You should understand that you will be required to bear the financial risks of your
investment for an indefinite period of time.
This offering memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes and may only be used for the purposes for which it has been published. We and the

initial purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell
less than all of the Notes offered by this offering memorandum.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in
connection with the possession or distribution of this offering memorandum and the purchase, offer or sale of
the Notes, and (2) obtain any required consent, approval or permission for the purchase, offer or sale by you
of the Notes under the laws and regulations applicable to you in force in any jurisdiction to which you are
subject or in which you make such purchases, offers or sales, and neither we nor the initial purchasers or their
agents have any responsibility therefore. See "Notice to Investors" and "Plan of Distribution" for information
concerning some of the transfer restrictions applicable to the Notes.
You acknowledge that:
k
you have been afforded an opportunity to request from us, and to review, all additional
information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained in this offering memorandum;
k
you have not relied on the initial purchasers or their agents or any person affiliated with the
initial purchasers or their agents in connection with your investigation of the accuracy of such
information or your investment decision; and
k
no person has been authorized to give any information or to make any representation concerning
us or the Notes other than those as set forth in this offering memorandum. If given or made, any
such other information or representation should not be relied upon as having been authorized by
us, the initial purchasers or their agents.
We confirm that, after having made all reasonable inquiries, the information contained in this offering
memorandum with regard to us is true and accurate in all material respects and that there are no omissions of
any other facts from this offering memorandum which, by their absence herefrom, make this offering
memorandum misleading in any material respect. We accept responsibility accordingly. This offering
memorandum summarizes certain documents and other information and we refer you to them for a more
complete understanding of what we discuss in this offering memorandum. In making an investment decision,
you must rely on your own examination of our company and the terms of the offering and the Notes, including
the merits and risks involved.
Neither the initial purchasers nor any of their agents is making any representation or warranty as to
the accuracy or completeness of the information contained in this offering memorandum, and nothing
contained in this offering memorandum is, or shall be relied upon as, a promise or representation, whether as
to the past or the future. The initial purchasers and their agents assume no responsibility for the accuracy or
completeness of the information contained in this offering memorandum.
None of us, the initial purchasers or any of our or its representatives is making any representation to
any purchaser of the Notes regarding the legality of an investment in the Notes by such purchaser under any
legal investment or similar laws or regulations. You should not consider any information in this offering
memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and
tax advisor for legal, business and tax advice regarding an investment in the Notes.
Application has been made to admit the Notes for listing on the Official List of the Luxembourg
Stock Exchange and to trading on the Euro MTF market. This offering memorandum is the prospectus for
admission to the Luxembourg Stock Exchange. The Luxembourg Stock Exchange takes no responsibility for
the contents of this offering memorandum, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this offering memorandum.
ii

Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply
with applicable securities laws, you (and each of your employees, representatives or other agents) may disclose
to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure
of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to you
relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.
Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities
commission has approved or disapproved the Notes or determined if this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.
This document is only being distributed to and is only directed (i) to persons who are outside the
United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (the "FSMA") (Financial Promotion) Order 2005 (the "Order") or (iii) to high net worth
entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "Relevant Persons"). The Notes are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged
in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
document or any of its contents.
NOTICE TO PROSPECTIVE INVESTORS IN EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that any offer of Notes in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant
Member State) will be made pursuant to an exemption under the Prospectus Directive from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of the offering contemplated in this offering
memorandum may only do so in circumstances in which no obligation arises for us or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation
to such offer. Neither we nor the initial purchasers have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for us or the initial purchasers to publish a
prospectus for such offer. The expression Prospectus Directive means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER RSA 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
iii

The Notes may not be offered or sold, directly or indirectly, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and regulations thereof.
Our annual report on Form 20-F for the year ended December 31, 2009, filed on June 22, 2010 with
the SEC (our "2009 Form 20-F") is attached as the Annex to and forms part of this offering memorandum.
Any statement contained in our 2009 Form 20-F will be deemed to be modified or superseded for purposes of
this offering memorandum to the extent that a statement contained in this offering memorandum modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this offering memorandum. Certain page references within the
2009 Form 20-F refer to page numbers in the 2009 Form 20-F as filed with the SEC.
We are not, however, incorporating by reference in this offering memorandum any report, information
or materials filed with the SEC or any other material from our web site or any other source, except as
specifically stated in this offering memorandum.
PRESENTATION OF FINANCIAL INFORMATION
Our 2009 Form 20-F, which is attached to this offering memorandum, contains our audited
consolidated financial statements as of and for each of the three years ended December 31, 2009, 2008 and
2007. This offering memorandum also contains unaudited condensed consolidated interim financial statements
as of and for the nine-month periods ended September 30, 2010 and 2009.
Our consolidated financial statements are prepared in accordance with Mexican Financial Reporting
Standards ("MFRS") (individually referred to as a Mexican Financial Information Standard (Norma de
Informacion Financiera), or "NIF" or "Bulletin"), which differ in certain significant respects from accounting
principles generally accepted in the United States of America ("U.S. GAAP"). Note 29 to our consolidated
financial statements included in our 2009 Form 20-F provides a description of the principal differences
between MFRS and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of our consolidated
net income and consolidated equity as of and for the years ended December 31, 2009, 2008 and 2007.
The inclusion of our 2009 Form 20-F in this offering memorandum should not be understood to mean
that any statements contained in our 2009 Form 20-F are true or complete as of any date subsequent to
December 31, 2009. For developments subsequent to December 31, 2009, you should rely exclusively on the
information contained in this offering memorandum.
We publish our consolidated financial statements in Mexican pesos.
References in this offering memorandum to "dollars," "U.S.$" or "U.S. dollars" are to United States
dollars. References to "Ps." or "pesos" are to Mexican pesos. This offering memorandum contains translations
of certain Mexican peso amounts into U.S. dollars at specified rates solely for your convenience. These
translations should not be construed as representations that the Mexican peso amounts actually represent such
U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated,
U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps.12.63 to U.S.$1.00,
the noon buying rate for Mexican pesos on September 30, 2010, and U.S. dollar amounts in our 2009
Form 20-F have been translated from Mexican pesos at an exchange rate of Ps.13.06 to U.S.$1.00, the noon
buying rate for Mexican pesos on December 31, 2009, each as published by the Federal Reserve Bank of
New York. On January 28, 2011, the Federal Reserve Bank of New York noon buying rate was Ps.12.14 to
U.S.$1.00.
The term "billion" as used in this offering memorandum means 1,000 million. Certain amounts in this
offering memorandum may not sum due to rounding.
iv

Cessation of Inflation Accounting under MFRS
Through the end of 2007, Bulletin B-10, Recognition of the Effects of Inflation on Financial
Information, of MFRS required us to recognize certain effects of inflation in our consolidated financial
statements, including by requiring us to restate financial statements from prior periods to constant pesos as of
the end of the most recent period presented. The method of restatement required us to calculate a restatement
factor using a weighted average rate based upon the Mexican National Consumer Price Index and allowed us,
under Bulletin B-15, Foreign Currency Transactions and Translation of Financial Statements of Foreign
Operations, to use the inflation and foreign exchange rates of the countries in which we have foreign
subsidiaries. The recognition of the effects of inflation through December 31, 2007 principally resulted in the
recognition of gains and losses for inflation on non-monetary and monetary items, which were presented in the
financial statements under the captions of "Restatement of common stock," "Excess (insufficiency) in restated
stockholders' equity" and "Monetary position result". See Note 3b to our consolidated financial statements in
our 2009 Form 20-F.
Effective January 1, 2008, NIF B-10, Effects of Inflation, of MFRS no longer requires us to recognize
the effects of inflation unless the economic environment qualifies as "inflationary". An environment is
considered inflationary if the cumulative inflation rate equals or exceeds an aggregate of 26% over the three
preceding years (equivalent to an average of 8% in each year). Because of the relatively low level of Mexican
inflation in recent years (3.6% in 2009, 6.5% in 2008 and 3.8% in 2007), the cumulative inflation rate in the
United Mexican States, or Mexico, over the three-year periods preceding December 31, 2009 and 2008 did not
qualify the economic environment as inflationary. Additionally, based on current forecasts, we do not expect
the economic environment of Mexico or any other country where we operate to qualify as inflationary in 2010.
These expectations could change depending on actual economic performance.
As a result, we presented our 2009 and 2008 financial statements without inflation accounting.
Financial information for dates and periods prior to 2008 continue to be expressed in constant pesos as of
December 31, 2007.
Adjusted EBITDA
This offering memorandum includes information with respect to Adjusted EBITDA. Adjusted
EBITDA is not a financial measure computed under U.S. GAAP or MFRS and should not be considered an
indicator of financial performance or free cash flow. We define Adjusted EBITDA as net income of
controlling interest plus (i) net income of non-controlling interest, (ii) income taxes, (iii) share in net income
of affiliates, (iv) net comprehensive financing cost, (v) other (income) expense, net, (vi) depreciation and
amortization, and (vii) net interest expense included in cost of sales. Our management believes that Adjusted
EBITDA provides a useful measure of its performance, supplemental to net income and operating income,
because it excludes the effects of financing decisions, non-controlling interests, and other non-operating items.
The calculation of Adjusted EBITDA is also provided as a result of requests from the financial community
and is widely used by investors in order to calculate ratios and to make estimates of the total value of our
company in comparison to other companies. Financial ratios calculated on the base of Adjusted EBITDA are
also widely used by credit providers in order to gauge the debt servicing capacity of companies and are
relevant measures under one or more of our subsidiaries' financing agreements.
ENFORCEABILITY OF CIVIL LIABILITIES
We are organized under the laws of Mexico. A majority of our directors, executive officers and
controlling persons reside outside the United States; a significant portion of the assets of our directors,
executive officers and controlling persons, and a significant portion of our assets, are located outside the
United States, and certain of the experts named in this offering memorandum also reside outside the United
States. As a result, it may be difficult for you to effect service of process within the United States upon these
persons or to enforce against them or us, either inside or outside the United States, judgments obtained against
v

them in U.S. courts, or to enforce in U.S. courts judgments obtained against them in courts located in
jurisdictions outside the United States, in each case, in any action predicated upon the civil liability provisions
of the federal securities laws of the United States. We have been advised by our Mexican counsel, White &
Case, that there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated
solely on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments of
U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws.
vi

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. These statements appear in a
number of places in this offering memorandum and include statements regarding our intent, belief or current
expectations, and those of our officers, with respect to (among other things) our financial condition. Our
estimates and forward-looking statements are based mainly on current expectations and estimates of future
events and trends, which affect, or may affect, our business and results of operations. Although we believe that
these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to
several risks and uncertainties and are based on information currently available to us.
Examples of such forward-looking statements include:
k
projections of operating revenues, net income (loss), net income (loss) per share, capital
expenditures, dividends, cash flow, capital structure or other financial items or ratios;
k
statements of our plans, objectives or goals, including those related to anticipated trends,
competition and regulation;
k
statements about our future performance or economic conditions in Mexico or other countries in
which we operate; and
k
statements of assumptions underlying such statements.
Words such as "believe," "could," "may," "will," "anticipate," "plan," "expect," "intend," "target,"
"estimate," "project," "potential," "predict," "forecast," "guideline," "should" and similar expressions are
intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of
important factors could cause actual results to differ materially from the plans, objectives, expectations,
estimates and intentions expressed in such forward-looking statements. These factors, some of which are
discussed under "Risk Factors" in this offering memorandum and in the 2009 Form 20-F included in this
offering memorandum, include cancellations of significant construction projects included in backlog, material
changes in the performance or terms of our concessions, additional costs incurred in projects under
construction, developments in legal proceedings, limitations on our access to sources of financing on
competitive terms, changes to our liquidity, economic and political conditions and government policies in
Mexico or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and
competition. We caution you that the foregoing list of factors is not exclusive and that other risks and
uncertainties may cause actual results to differ materially from those in forward-looking statements.
Forward-looking statements speak only as of the date they are made, and we do not undertake any
obligation to update them in light of new information or future developments.
vii

SUMMARY
This summary highlights selected information from or attached to this offering memorandum, but may
not contain all of the information that is important to you. This offering memorandum includes specific terms
of the securities that we are offering, as well as other information regarding our business. You should read the
entire offering memorandum carefully, including our 2009 Form 20-F, the risk factors and the financial
statements.
Our Company
We are the largest engineering, procurement and construction company in Mexico, the largest
provider of construction services in Mexico and one of the most important transportation infrastructure
concession operators in Mexico. We are engaged in a full range of construction and related activities,
involving infrastructure, industrial, urban and housing construction. Among these are the construction,
maintenance and operation of airports, highways, bridges and tunnels, the construction, management and
operation of water supply systems and solid waste disposal systems under concessions granted by
governmental authorities and the development and marketing of real estate.
Our business strategy is to grow our construction business as well as to grow and diversify further
into construction-related activities such as infrastructure development and operations and housing
development, which we believe offer opportunities for potentially higher growth, higher margins and reduced
volatility of operating results during business and macroeconomic cycles in the construction industry. Our
infrastructure and other investments represent an actively managed portfolio of investments: some are expected
to be held to maturity and others may be divested, based on opportunities to maximize returns and redeploy
capital in new projects. Our goal is to generate a greater portion of our consolidated revenues from our
Infrastructure and Housing Development segments over the medium term, primarily through investments in
Mexico and to a lesser extent through projects in other countries. For the first nine months of 2010 and 2009,
these two segments together represented 22% and 21%, respectively, of our consolidated revenues and 56%
and 53%, respectively, of our operating income. Following our strategy, in recent years we have expanded our
operations as follows:
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On September 9, 2010, we announced that we entered into a non-binding letter of intent with our
affiliate Red de Carreteras de Occidente S. de R.L de C.V. ("RCO") to transfer 100% of ICA's
shares in Concesionaria Irapuato La Piedad, S.A. de C.V. ("CONIPSA") and Concesionaria de
Vias Irapuato Queretaro, S.A. de C.V. ("COVIQSA") to RCO. In exchange for the shares in
CONIPSA and COVIQSA, we would receive consideration in cash and, principally, additional
shares in RCO. As of the date of this offering memorandum, we continue to negotiate the
definitive documentation with RCO, and are taking steps to obtain the required governmental
and corporate approvals, as well as to meet such other conditions precedent that are standard for
this kind of transaction in Mexico. If the transaction closes, we expect our ownership in RCO to
increase from 13.6% to 19.3%.
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In April 2010, we expanded our operations in the Housing Development segment by increasing
our stake in Los Portales, a leading real estate development company in Peru, from 18% to 50%.
Through our subsidiaries, including ViveICA, S.A. de C.V., we are currently active in many
stages of the housing development process in Mexico.
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In January 2010, we were awarded, as part of a consortium with Fomento de Construcciones y
Contratas, S.A. of Spain and Constructora MECO, S.A. of Costa Rica, one of the excavation
contracts in the amount of U.S.$268 million for a section of the Pacific Access Channel
("PAC-4"), part of the overall expansion of the Panama Canal.
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On March 12, 2008, we acquired Consorcio del Mayab, S.A. de. C.V. (the "Mayab
Consortium") which holds the concession for the Kantunil--Cancun toll road for
Ps.912 million.
In 2009, we had total revenues of Ps.30,871 million, representing a 36% increase over 2008,
operating income of Ps.2,445 million and, as of December 31, 2009, we had a construction backlog of
Ps.34,733 million. For the nine months ended September 30, 2010, we had total revenues of Ps.25,815 million
and operating income of Ps.1,946 million, and our construction backlog was Ps.33,733 million at
September 30, 2010.
Our operations are divided into six segments: (1) Civil Construction, (2) Industrial Construction,
(3) Rodio Kronsa, (4) Infrastructure (comprised of the Airports and Other Concessions division), (5) Housing
Development and (6) Corporate and Other. The following are descriptions of those segments and divisions:
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Civil Construction.
Our Civil Construction segment focuses on infrastructure projects in
Mexico, including the construction of roads, highways, transportation facilities (such as mass
transit systems), bridges, dams, hydroelectric plants, prisons, tunnels, canals and airports, as well
as on the construction, development and remodeling of large multi-storied urban buildings,
including office buildings, multiple-dwelling housing developments and shopping centers. Our
Civil Construction segment has also pursued opportunities in other parts of Latin America, the
Caribbean, Asia and the United States, and is currently pursuing select opportunities outside of
Mexico and performing one construction project in Panama. It performs activities such as
demolition, clearing, excavation, de-watering, drainage, embankment fill, structural concrete
construction, concrete and asphalt paving, and tunneling. The Civil Construction segment's
projects are usually large and complex and require the use of large construction equipment and
sophisticated managerial and engineering techniques. The Civil Construction segment is engaged
in a wide variety of projects, which generally involve contracts with terms ranging from two to
five years. The most important projects currently under construction in the Civil Construction
division include Line 12 of the Mexico City metro system, for which the Mexico City
government awarded an ICA-led consortium a Ps.15,290 million (excluding value-added tax)
construction contract in July 2008; the Eastern Discharge Tunnel of the Mexico City valley
drainage system, for which the Mexican National Water Commission (Comision Nacional del
Agua) awarded an ICA-led consortium a Ps.9,596 million (excluding value-added tax) contract in
November 2008; and the La Yesca hydroelectric project, for which the Mexican government
through the Mexican Federal Electricity Commission (Comision Federal de Electricidad)
awarded a U.S.$768 million engineering, procurement and construction contract in September
2007, valued as of September 30, 2010 at U.S.$797.2 to reflect contract extensions and other
modifications. Completion of such projects is expected to occur by April 2012, January 2013
and December 2012, respectively. Through the first nine months of 2010, we were awarded
several new projects worth more than Ps.14,778 million, including the construction of the Mitla-
Tehuantepec highway, the construction of the Atotonilco water treatment plant and the PAC-4
contract as part of the Panama Canal expansion.
The Civil Construction segment has recently benefitted from the growth of our Infrastructure
segment, as the construction of an ICA-led infrastructure concession is typically awarded to ICA
because of our experience, economies of scale and synergies between the Infrastructure and Civil
Construction segments. In turn, we believe the Infrastructure segment benefits from such
experience, economies and synergies, which are reflected in the success of our concession bids.
For the first nine months ended September 30, 2010 and 2009, the Civil Construction segment
accounted for 65% and 61% of our revenue, respectively, and 35% and 36% of our operating
income, respectively.
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