UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2013

 Commission File Number 001-35591

GRAÑA Y MONTERO S.A.A.

(Exact name of registrant as specified in its charter)

GRAÑA Y MONTERO GROUP

(Translation of registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Avenida Paseo de la República 4667, Lima 34,

Surquillo, Lima

Peru

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X____ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No ___X____

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

_________________

/s/ Dennis Gray Febres

Stock Market Representative

Graña y Montero S.A.A.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRAÑA Y MONTERO S.A.A.

By: /s/ DENNIS GRAY FEBRES

Name: Dennis Gray Febres

Title: Stock Market Representative

Date: October 29, 2013

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012  AND 2013

(All amounts are expressed in thousands of S/. unless otherwise stated)
GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED						LIABILITIES AND STOCKHOLDERS' EQUITY
ASSETS
		At December		At September				At December			At September
	Note	31, 2012		30, 2013			Note	31, 2012			30, 2013
		S/.000		S/.000				S/.000			S/.000
Current assets						Current liabilities
Cash and cash equivalents			780,114		1,058,824	Borrowings	11		452,819			553,039
Available-for-sale financial asset			5,005		6,063	Trade accounts payable			937,287			957,077
Trade accounts receivable			444,593		497,576	Accounts payable to related parties	8		42,734			50,240
Outstanding work in progress			525,251		1,023,207	Current taxes			158,834			135,153
Accounts receivable from related parties	8		49,761		65,820	Other accounts payable			1,015,129			868,513
Other accounts receivable			436,451		491,464	Other provisions	12		11,312			4,131
Inventories			747,416		788,148	Total current liabilities			2,618,115			2,568,153
Prepaid expenses			22,839		24,760
Total current assets			3,011,430		3,955,862	Non-current liabilities
						Borrowings	11		392,655			356,587
Non-current assets						Other accounts payable			52,776			113,011
Long-term trade accounts receivable			305,887		556,788	Other provisions	12		51,315			52,113
Other long-term accounts receivable			87,484		56,635	Derivative financial instruments			18,696			4,751
Investments in associates	9		37,446		87,722	Deferred income tax liability			82,179			102,258
Property investment			35,972		37,181	Total non-current liabilities			597,621			628,720
Property, plant and equipment	10		938,093		962,644	Total liabilities			3,215,736			3,196,873
Intangible assets	10		505,108		520,812
Derivative financial instruments			128		-	Equity	13
Deferred income tax asset			71,078		128,583	Capital			558,284			660,054
Total non-current assets			1,981,196		2,350,365	Legal reserve			107,011			111,657
						Other reserves			6,656			1,064,734
						Unrealized result			(3,716	)		3,285
						Retained earnings			723,972			832,349
						Equity attributable to controlling interest in the Company			1,392,207			2,672,079
						Non-controlling interest			384,683			437,275
						Total equity			1,776,890			3,109,354
			4,992,626		6,306,227				4,992,626			6,306,227

- 1 -

(All amounts are expressed in thousands of S/. unless otherwise stated)
GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENT OF INCOME
UNAUDITED			For the nine-month period
			ended
	Note		2012			2013
			S/.000			S/.000
Income from valuation of work				2,321,467			2,752,811
Income from services provided				1,118,121			1,202,849
Sale of goods and others				234,689			289,848
				3,674,277			4,245,508
Cost of works		14		(2,079,992	)		(2,429,895	)
Cost of services provided		14		(947,397	)		(924,606	)
Cost of goods and others sold		14		(136,355	)		(186,018	)
				(3,163,744	)		(3,540,519	)
Gross profits				510,533			704,989
Administrative expenses		14		(184,628	)		(264,130	)
Other income				43,138			20,665
Profit from the sale of investments				-			-
Other (losses) gains, net				627			294
Operating profit				369,670			461,818
Financial expenses				(240,946	)		(385,063	)
Financial income				240,395			286,068
Interest in profit of associate
under the equity method of accounting				-			32,603
Profit before income tax				369,119			395,426
Income tax		15		(112,051	)		(128,515	)
Profit for the year				257,068			266,911
Other comprehensive income:
Cash flow hedge, net of taxes				(2,977	)		3,412
Actuarial losses, net of taxes				(1,873	)		(4,842	)
Translation adjustment				3,184			6,359
Total comprehensive income				(1,666	)		4,929
Comprehensive income for the year				255,402			271,840
Profit attributable to:
Controlling interest in the Company				200,747			204,857
Non-controlling interest				56,321			62,054
				257,068			266,911
Comprehensive income attributable to:
Company controlling shareholders				199,258			208,226
Non-controlling interest				56,144			63,614
				255,402			271,840
Attributable profit				200,747			204,857
Weighted average number of shares in issue
at S/.1.00 each at September 30)				558,284,190			660,053,790
Basic and diluted earning per share (S/.)				0.360			0.353

The accompanying notes on pages 6 to 24 are an integral part of the condensed interim consolidated financial statements.

- 2 -

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED
	For the nine-month period
	ended September 30
	2012			2013
	S/.000			S/.000
Profit for the year		257,068			266,911
Comprehensive income:
Cash flow hedge, net of taxes		(2,977	)		3,412
Actuarial losses, net of taxes		(1,873	)		(4,842	)
Translation adjustment		3,184			6,359
Total comprehensive income		(1,666	)		4,929
Comprehensive income for the year		255,402			271,840
Comprehensive income attributable to:
Company controlling shareholders		199,258			208,226
Non-controlling interest		56,144			63,614
		255,402			271,840

The accompanying notes on pages 6 to 24 are an integral part of the condensed interim consolidated financial statements.

- 3 -

(All amounts are expressed in thousands of S/. unless otherwise stated)
GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN NET SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND SEPTEMBER 30, 2012
UNAUDITED		Attributable to the Company's controlling shareholders
				Premium		Other
	Número		Legal	for issue		comprehensive		Retained				Non-controlling
	de acciones	Capital	reserve	of shares		income		earnings		Total		interest		Total
	En miles	S/.000	S/.000	S/.000		S/.000		S/.000		S/.000		S/.000		S/.000
Balances at January 1 , 2012	558,284	390,488	78,104	4,880		(310	)	715,860		1,189,022		264,064		1,453,086
Profit for the year	-	-	-	-		-		200,747		200,747		56,321		257,068
Cash flow hedge	-	-	-	-		(2,828	)	-		(2,828	)	(149	)	(2,977	)
Actuarial losses, net of taxes		-	-	-				(1,873	)	(1,873	)	-		(1,873	)
Translation adjustment	-	-	-	-		3,212		-		3,212		(28	)	3,184
Comprehensive income for the year	-	-	-	-		384		198,874		199,258		56,144		255,402
Transactions with shareholders:
- Dividend distribution	-	-	-	-		-		(86,722	)	(86,722	)			(86,722	)
- Dividend distribution of subsidiaries										-		(14,884	)	(14,884	)
- Legal Reserve			28,907					(28,907	)	-				-
- Contribuitions of non-controlling interest	-	-	-	-		-				-		(2,086	)	(2,086	)
- Effect of Stracon GyM consolidation	-	-	-	-		-		-		-		3,455		3,455
- Acquisition of Survial										-		5,750		5,750
- Acquisition of Stracon G y M with contributions	-	-	-	-		-		-		-		9,947		9,947
- Debt capitalization										-		12,232		12,232
- Consolidation of OTAS										-		11,086		11,086
- Capitalization	-	167,485	-	-		-		(167,485	)	-		-		-
- Sale and purchase of treasury shares	-	140	-	1,292		-		-		1,432		-		1,432
- Consolidation of subsidiary - LQS	-	-	-	-		-		-		-		-		-
- Other	-	171	-	(171	)	-				-		-		-
Total transactions with shareholders	-	167,796	28,907	1,121		-		(283,114	)	(85,290	)	25,500		(59,790	)
Balances at september 30, 2012	558,284	558,284	107,011	6,001		74		631,620		1,302,990		345,708		1,648,698
Balance at January 1, 2013	558,284	558,284	107,011	6,656		(3,716	)	723,972		1,392,207		384,683		1,776,890
Net profit for the year								204,857		204,857		62,054		266,911
Cash flow hedge		-	-	-		3,241		-		3,241		171		3,412
Actuarial losses, net of taxes		-	-	-				(3,632	)	(3,632	)	(1,210	)	(4,842	)
Translation adjustment		-	-	-		3,760		-		3,760		2,599		6,359
Comprehensive income for the year		-	-	-		7,001		201,225		208,226		63,614		271,840
Transactions with shareholders:
Transfer to legal reserve		-	4,646	-		-		(4,646	)	-		-		-
- Dividend distribution		-	-	-		-		(86,986	)	(86,986	)			(86,986	)
- Dividend distribution of subsidiaries										-		(27,054	)	(27,054	)
- Contribuitions of non-controlling interest		-	-	-		-		-		-		15,550		15,550
- Acquisition of non-controlling interest of DSD										-		16,078		16,078
- Acquisition of non-controlling interest of GMD, VIVA and Concar		-	-	(2,787	)	-		(1,215	)	(4,003	)	(8,754	)	(12,757	)
- Deconsolidation of subsidiary - LQS		-	-	-		-		-		-		(6,842	)	(6,842	)
- Capital Increase	101,770	101,770		1,108,235						1,210,005		-		1,210,005
- Costs related to the issuance of shares		-	-	(47,370	)	-		-		(47,370	)	-		(47,370	)
Total transactions with shareholders		101,770	4,646	1,058,078		-		(92,847	)	1,071,646		(11,022	)	1,060,624
Balances at september 30, 2013	660,054	660,054	111,657	1,064,734		3,285		832,350		2,672,079		437,275		3,109,354

The accompanying notes on pages 6 to 24 are an integral part of the condensed interim consolidated financial statements.

- 4 -

(All amounts are expressed in thousands of S/. unless otherwise stated)
GRAÑA Y MONTERO S.A.A. AND  SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED	For the nine-month period
	ended September 30
	2012			2013
	S/.000			S/.000
CASH FLOWS OPERATING ACTIVITIES
Profit before taxes		369,119			395,426
Adjustment to net results not affecting cash flows
from operating activities
Depreciation		123,979			139,803
Amortization of other assets		51,274			57,940
Writte-off for obsolescence		-			1,516
Write-off of other provisions		(37,651	)		(6,932	)
Provision expenses		4,325			516
Share of the profit  in associates		-			-
under the equity method		-			(32,604	)
Gains from sales of property, plant and equipment		(927	)		(496	)
Foreign exchange losses on operating activities		8,892			6,031
Net changes in assets and liabilities:		-			-
Increase (decrease) in trade accounts receivable		(131,377	)		(484,253	)
Decrease in other accounts receivable		(286,731	)		(265,384	)
Increase (decrease) in accounts receivable from related parties		(28,672	)		(16,059	)
Decrease in inventories		(126,992	)		(44,174	)
(Decrease) increase in prepaid expenses and other assets		20,557			(1,048	)
(Decrease) increase in trade accounts payable		109,496			12,114
Increase in other accounts payable		295,743			(125,022	)
Increase (decrease) in other payables to related parties		(34,557	)		8,920
Decrease in current income tax		(173,903	)		(176,533	)
Decrease in other provisions		(121	)		(1,068	)
Payment for purchase of intangibles - Concessions		(15,151	)		(1,721	)
Net cash applied to operating activities		147,303			(533,028	)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of property, plant and equipment		9,454			15,773
Dividends received					4,420
Payment for purchase of properties investment		(336	)		(2,398	)
Assets available for sale		338
Payment for purchase of intangibles		(12,120	)		(17,747	)
Payment for purchase of investments (Note 18)					(88,343	)
Payment for purchase of fixed assets		(179,758	)		(152,123	)
Net cash applied to investing activities		(182,422	)		(240,418	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received		440,962			1,202,848
Amortization of loans received		(380,704	)		(1,121,396	)
Payment of interest		(21,920	)		(54,627	)
Dividends paid to non-controlling interest		(14,884	)		(27,054	)
Dividends paid to controlling interest		(86,722	)		(86,986	)
Acquisition of interest in subsidiary in non-controlling interest Vial y Vives					(9,427	)
Acquisition of interest in subsidiary in non-controlling interest GMD, Concar and VIVA					(3,329	)
Acquisition of Survial		5,750
Capital contribution of non-controlling shareholders		(2,086	)		15,550
Sale and purchase of treasury shares		1,432
Capital Increase					1,195,794
Costs related to the issuance of shares		-			(47,370	)
Net cash provided to financing activities		(58,172	)		1,064,003
Net decrease in cash		(93,291	)		290,557
Cash (outflows) inflows from consolidation		-			(5,816	)
Exchange losses on cash and cash equivalents		(8,892	)		(6,031	)
Cash and cash equivalents at the beginning of the year		658,187			780,114
Cash and cash equivalents at the end of the year		556,004			1,058,824
Non-cash transactions:
Acquisition of assets under finance lease		56,035			36,490
Capitalization		167,485
Debt capitalization		12,232
Effect of Stracon GyM consolidation		24,994
Desconsolidation SEC					7,408
Desconsolidation LQS					9,775

The accompanying notes on pages 6 to 24 are an integral part of the condensed interim consolidated financial statements.

- 5 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

GRAÑA Y MONTERO S.A.A. AND SUBSIDIARIES

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012 (UNAUDITED) AND 2013

1 GENERAL INFORMATION

The Company is the parent company of the Graña y Montero Group (hereinafter the Group) and its principal activity is the holding of investments in the different companies of the Group. Additionally, the Company provides services of general management, financial management, commercial management, legal advisory and human resources management to Group companies; it is also engaged in the leasing of offices to Group companies and third parties.

The Group is a conglomerate of companies with operations including different business activities, of which the most significant are engineering and construction, infrastructure (public concession operation), real estate businesses and technology services.

These condensed interim consolidated financial statements as of September 30, 2013 have been prepared and authorized for issuance by the Chief Financial Officer  on October 25, 2013.

2 BASIS OF PREPARATION

These condensed interim consolidated financial statements for the nine -month period ended September 30, 2013 have been prepared in accordance with (IAS 34) “Interim financial reporting”.  The condensed interim consolidated financial statements should be read in conjunction  with the annual consolidated financial statements for the year ended December 31, 2012, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used  in the preparation of these interim condensed consolidated financial statements are consistent with those applied in the preparation of the year-end financial statements at December 31, 2012, except for income taxes, which for the interim period  have been recognized  applying the tax rate that would be applicable for 2013.

IFRS and amendments to IFRS applicable for the first time for the period covered in these interim financial statements. -

New IFRS or amendments to IFRS mandatory from January 1, 2013 have been considered by the Group in the preparation of these interim consolidated financial statements; however, they have not resulted in changes in the prior-year accounting policies. Major new IFRS  or amendments to IFRS relevant to the Group activities are as follows:

·   IFRS 7, ‘Financial instruments: Disclosures’ as amended in October 2010. The IASB modified the disclosures required so that the users of the financial statements may assess the risk exposure related to financial asset transfers and the effect of these risk on the entity’s financial position. This standard did not result in significant changes in the disclosures in the interim consolidated financial statements.

·   IFRS 10, “Consolidated financial statements” – The application of this standard has not resulted in changes in the consolidation criteria applied by the Group.

- 6 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

·   IFRS 11, “Joint arrangements” – The application of this standard has not resulted in changes in the  criteria  applied by the Group  in the recognition of interests in joint arrangements. Until 2012, the Group’s interest in these types of arrangements, mostly joint operations, were recognized as joint operations within the scope of IAS 31. As a result of the assessment of the assets and obligations for the liabilities arising from contracts, the Group has arrived at the conclusion that its interest in those contracts continue to be classified as  joint operations. Therefore, the Group recognizes in its financial statements its share in the assets, liabilities, revenues and expenses of this type of contracts.

·   IFRS 12, “Disclosures of interests in other entities”.  This standard did not result in significant  changes in the disclosures in interim consolidated financial statements.

·   IFRS 13, ‘Fair value measurement’, aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. See changes in disclosures in interim consolidated financial statements in note 4.3.

·   Amendment to IAS 1, ‘Presentation of financial statements’ relating to other comprehensive income. The major change resulting from this amendment is the requirement for entities to group the items of “other comprehensive income” (OCI) depending on whether they are reclassifiable or not to the statement of comprehensive income. See changes on disclosures in OCI.

·   IAS 19, ‘Employee benefits’ was amended in September 2011 by the IASB. The amendments eliminate the corridor approach and recognize financial expenses on a net basis. The adoption of this standard did not result in significant changes in the disclosures in interim consolidated financial statements nor have a material impact on the Group's financial position or performance.

·   IAS 28, ‘Investments in Associates and Joint Ventures’. It was amended in May 2011 by the IASB. The new standard includes guidelines to recognize joint ventures and associates under the equity method. The adoption of this standard did not result in significant changes in the disclosures in interim consolidated financial statements nor have a material impact on the Group's financial position or performance.

4 FINANCIAL RISK MANAGEMENT

4.1 Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, price risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk.

The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; these should be read in conjunction with the Group’s annual financial statements as of December 31, 2012.  There have been no changes since year-end in the risk management department of the Group or in any risk management policies.

4.1.1 Market risk

Compared to year end, no new material market risk hedging arrangements have occurred.

- 7 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

4.1.2 Credit risk

Compared to year end,the Group has no exposure to any new relevant credit risk.

4.1.3 Liquidity risk

Compared to year end,  no major changes in undiscounted contractual cash flows have occurred, except for changes in the structure of the Group’s liabilities, resulting from an increase in the long-term debt relating to a syndicated loan which matures in 2018 (Note 11); the proceeds of this debt were used to repay a short-term loan and to finance investment activities of subsidiary GyM Ferrovías.

The following table categorizes the Group’s financial liabilities into relevant maturity groupings based on the remaining period from the date of the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

	Less than 1		From 1 to 2		From 2 to 5		Over 5
	year		years		years		years		Total
	S/.000		S/.000		S/.000		S/.000		S/.000
As of December 31,2012
Borrowing (except for
finance leases) (*)		343,072		82,980		62,992		25,440		514,484
Finance leases (*)		124,709		103,373		130,246		22,119		380,447
Trade accounts payable		937,287		-		-		-		937,287
Other accounts payable		340,547		38,135		-		-		378,682
Accounts payable to
related parties		42,734		-		-		-		42,734
		1,788,349		224,488		193,238		47,559		2,253,634
As of September 30, 2013
Borrowing (except for
finance leases) (*)		460,922		89,889		87,366		-		638,177
Finance leases (*)		125,533		94,957		100,263		20,134		340,887
Trade accounts payable		957,077		-		-		-		957,077
Other accounts payable		243,783		25,705		2,926		-		272,414
Accounts payables to
related parties		50,240		-		-		-		50,240
		1,837,555		210,551		190,555		20,134		2,258,795

(*) Includes interest.

4.2 Capital management

The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings), less cash and cash equivalents. Total capital is calculated as total ‘equity’ as shown in the consolidated statement of financial position plus net debt.

- 8 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

As of December 31, 2012 and September 30, 2013 the gearing ratio was as follows:

	At December			At September
	31, 2012			30, 2013
	S/.000			S/.000
Total borrowings		) 845,474			909,626
Less: Cash and cash equivalents		(780,114	)		(1,058,824	)
Net debt		65,360			(149,198	)
Total equity		1,776,890			3,109,354
Total capital		1,842,250			2,960,156
Gearing ratio		0.04			0.05

The gearing ratio is maintained within the limits set by Group Management, between 0.04 and 1.00. The increase in this ratio resulted from a slight increase in debt ratios and a decrease in cash and cash equivalent balances  that were used in investments within the Group.

4.3 Fair value estimation

For the classification of the type of valuation used by the Group for its financial instruments at fair value, the following levels of measurement have been established:

-        Level 1: Measurement based on quoted prices in active markets for identical assets or liabilities.

-        Level 2: Measurement based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability (level 1), either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3: Measurement based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs, generally based on internal estimates and assumptions of the Group).

The only financial instruments measured at fair value by the Group are interest rate swaps (variable to fixed), forward foreign exchange contracts (mostly euros and U.S. dollars) and available-for-sale investments.  The measurement at fair value of these instruments corresponds to the characteristics of Level 2 and has been determined based on the present value of discounted future cash flows.  During the nine-month period ended September 30, 2013 there were no changes in the levels of measurement of financial instruments at fair value.

The carrying amount of cash and cash equivalents corresponds to its fair value.  The Group considers that the carrying amount of short-term accounts receivable and payable approximates fair value. The fair value of financial liabilities has been estimated by discounting the future contractual cash flows at the interest rate currently prevailing in the market and which is available to the Group for similar financial instruments.

Fair value hierarchy -

The following table presents the Group’s financial assets and liabilities that are measured at fair value as of September 30, 2013.

- 9 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

	Level 1		Level 2		Level 3		Total
	S/.000		S/.000		S/.000		S/.000
Liabilities:
Derivative financial instruments - Cash
flow hedging		-		4,751		-		4,751
Total liabilities		-		4,751		-		4,751

There were no transfers between Levels 1, 2 and 3 during the period.

Valuation techniques used to derive Level 2 fair values -

Level 2 hedging derivatives comprise forward foreign exchange contracts and interest rate swaps. These forward foreign exchange contracts have been fair valued using forward exchange rates that are quoted in an active market. Interest rate swaps are fair valued using forward interest rates extracted from observable yield curves. The effects of discounting are generally insignificant for Level 2 derivatives.

Group’s valuation processes -

The Corporate General Manager reviews the fair value of derivatives instruments by using the information provided by local financial institutions. Management performs this review at each reporting date. This information is reviewed at first by subsdiriaries’ management, and subsequently by the Corporate General Manager.

The Group has its financial instruments only in Level 2.

5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed interim consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of uncertainty were the same as those that applied to the consolidated financial statements for the year ended  December 31, 2012, with the exception of changes in estimates that are required in determining the provision for income taxes for this interim period.

6 SEASONALITY OF OPERATIONS

The Group shows no material seasonality in the operations of any of its subsidiaries; operations are carried out regularly during the course of the year.

7 SEGMENT REPORTING

Operating segments are reported consistent with the internal reports that are reviewed by the Corporate General Manager, who is the chief operating decision maker, responsible for allocating resources and evaluating the performance of each operating segment.

The Group's operating segments are assessed by the activity of the following business units: (i) engineering and construction, (ii) infrastructure, (iii) real estate, (iv) technical services and (v) the operation of the Parent Company (Holding).

- 10 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

As set forth under IFRS 8, reportable segments by significance of income are: ‘engineering and construction’ and ‘technical services’. However, the Group has voluntarily decided to report on all its operating segments as detailed in this Note.

Inter-segmental sales transactions are entered into at prices that are similar to those that would have been agreed to with unrelated third parties. Revenues from external customers reported to the Corporate General Manager are measured in a manner consistent with the basis of preparation of the financial statements.

Group sales and receivables are not concentrated on a few customers.

- 11 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

Assets and liabilities by operating segments

	Engineering		Infrastructure												Parent
	and construction		Energy		Toll Roads		Mass transit		Water treatment		Real estate		Technical services		Company Operations		Eliminations			Consolidated
	S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000			S/.000
As of December 31, 2012
Assets -
Cash and cash equivalents		423,332		30,650		90,644		28,312		68		73,004		85,287		48,491		326			780,114
Available-for-sale financial assets		-		-		-		-		-		-		-		5,005		-			5,005
Trade accounts receivable		181,107		26,922		6,560		20		43,692		19,336		166,895		61		-			444,593
Work in progress receivable		417,073		-		11,722		15,029		-		-		81,427		-		-			525,251
Accounts receivable from related parties		67,913		-		300		159		134		4,867		52,243		304,812		(380,667	)		49,761
Other accounts receivable		306,744		16,783		17,970		6,326		-		13,479		40,444		34,705		-			436,451
Inventories		145,301		8,287		-		6,419		-		523,722		64,048		1,392		(1,753	)		747,416
Prepaid expenses		5,882		1,309		583		7,220		-		1,589		5,149		1,107		-			22,839
Total current assets		1,547,352		83,951		127,779		63,485		43,894		635,997		495,493		395,573		(382,094	)		3,011,430
Accounts receivable -long term		-		-		-		305,887		-		-		-		-		-			305,887
Other accounts receivable - long term		11,256		14,696		13,833		11,206		3,720		6,803		24,274		1,696		-			87,484
Investments in associates		113,601		-		-		-		-		17,151		2		801,824		(895,132	)		37,446
Investment properties		-		-		-		-		-		35,972		-		-		-			35,972
Property, plant and equipment		539,018		205,853		2,034		3,365		-		4,470		109,259		76,317		(2,223	)		938,093
Intangible assets		197,205		95,283		146,186		7,830		2,406		772		24,461		14,855		16,110			505,108
Derivative financial instruments		-		-		-		-		-		128		-		-		-			128
Deferred income tax asset		14,751		-		6,184		8,287		-		6,110		34,190		-		1,556			71,078
Total non-current assets		875,831		315,832		168,237		336,575		6,126		71,406		192,186		894,692		(879,689	)		1,981,196
Total assets		2,423,183		399,783		296,016		400,060		50,020		707,403		687,679		1,290,265		(1,261,783	)		4,992,626
Liabilities-
Borrowings		119,960		16,216		14,226		-		8,271		43,216		96,015		154,915		-			452,819
Trade accounts payable		663,454		21,996		744		15,111		27		70,571		163,495		1,889		-			937,287
Accounts payable to related parties		42,973		1,610		13,970		290,601		15,763		9,231		46,376		14,189		(391,979	)		42,734
Current taxes		110,515		4,506		1,977		873		167		8,614		28,187		3,995		-			158,834
Other accounts payable		650,079		10,640		68,658		223		-		131,967		144,373		9,189		-			1,015,129
Other provisions		-		401		-		-		-		-		10,911		-		-			11,312
Total current liabilities		1,586,981		55,369		99,575		306,808		24,228		263,599		489,357		184,177		(391,979	)		2,618,115
Borrowings		180,857		97,777		48,513		-		-		49,657		12,427		3,424		-			392,655
Other accounts payable		-		14,640		-		-		-		12,858		24,681		597		-			52,776
Other provisions		16,133		7,558		-		-		-		-		27,624		-		-			51,315
Derivative financial instruments		-		5,999		-		12,697		-		-		-		-		-			18,696
Deferred income tax liability		63,858		2,563		24		-		722		68		9,634		5,310		-			82,179
Total non-current liabiilities		260,848		128,537		48,537		12,697		722		62,583		74,366		9,331		-			597,621
Total liabilities		1,847,829		183,906		148,112		319,505		24,950		326,182		563,723		193,508		(391,979	)		3,215,736
Equity attributable to controlling interest
in the Company		472,097		192,411		90,124		60,416		12,535		147,054		103,015		1,086,774		(772,219	)		1,392,207
Non-controlling interest		103,257		23,466		57,780		20,139		12,535		234,167		20,941		9,983		(97,585	)		384,683
Total Liabilities and Equity		2,423,183		399,783		296,016		400,060		50,020		707,403		687,679		1,290,265		(1,261,783	)		4,992,626

- 12 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

Assets and liabilities by operating segments

			Infrastructure
	Engineering and construction		Energy		Toll Roads		Mass transit		Via Expres Sur		Water treatment		Real estate		Technical services		Parent Company Operations		Eliminations			Consolidated
	S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000		S/.000			S/.000
As of September 30, 2013
Assets -
Cash and cash equivalents		229,888		28,132		23,986		11,653		2,518		318		64,783		21,191		676,355		-			1,058,824
Available-for-sale financial assets		-		1,058		-		-				-		-		2		5,005		(2	)		6,063
Trade accounts receivable		360,925		37,454		-		7				-		14,545		84,620		25		-			497,576
Work in progress receivable		673,550		1,140		12,321		43,771				81,212		-		211,213		-		-			1,023,207
Accounts receivable from related parties		80,488		-		40,702		1,170				-		76		40,852		682,537		(780,005	)		65,820
Other accounts receivable		299,436		29,905		9,458		34,432		304		7,452		11,163		69,682		32,454		(2,822	)		491,464
Inventories		95,880		8,549		-		10,046		-		-		603,044		73,092		272		(2,735	)		788,148
Prepaid expenses		9,617		2,165		845		2,815		-		48		3,950		4,750		570		-			24,760
Total current assets		1,749,784		108,403		87,312		103,894		2,822		89,030		697,561		505,402		1,397,218		(785,564	)		3,955,862
Accounts receivable - long term		-		-		-		556,788		-		-		-		-		-		-			556,788
Other accounts receivable - long term		-		-		24,361		-		-		3,100		11,480		15,689		2,005		-			56,635
Investments in associates		148,035		6,328		-		-		-		-		18,713		10,412		790,032		(885,798	)		87,722
Investment properties		-		-		-		-		-		-		37,181		-		-		-			37,181
Property, plant and equipment		553,793		185,959		3,794		5,283		-		-		5,591		114,917		96,094		(2,787	)		962,644
Intangible assets		203,069		103,955		147,751		8,873		1,882		2,329		986		20,136		15,863		15,968			520,812
Derivative financial instruments		-		-		-		-				-		-		-		-		-			-
Deferred income tax asset		51,584		-		4,734		14,036		-		-		6,296		40,076		9,791		2,066			128,583
Total non-current assets		956,481		296,242		180,640		584,980		1,882		5,429		80,247		201,230		913,785		(870,551	)		2,350,365
Total assets		2,706,265		404,645		267,952		688,874		4,704		94,459		777,808		706,632		2,311,003		(1,656,115	)		6,306,227
Liabilities -
Borrowings		239,462		38,693		19,127		-		-		51,354		111,494		92,333		576		-			553,039
Trade accounts payable		713,633		19,791		1,776		11,233		-		27		44,790		158,881		6,946		-			957,077
Accounts payable to related parties		52,426		1,892		13,881		609,447		712		15,147		36,503		53,215		47,022		(780,005	)		50,240
Current taxes		98,119		3,154		2,346		272		-		328		4,139		25,070		1,725		-			135,153
Other accounts payable		645,389		8,552		37,328		510		-		-		91,499		73,645		10,961		629			868,513
Other provisions		-		3,268		-		-		-		-		-		863		-		-			4,131
Total current liabilities		1,749,029		75,350		74,458		621,462		712		66,856		288,425		404,007		67,230		(779,376	)		2,568,153
Borrowings		144,503		90,121		42,104		-		-		-		49,484		27,387		2,988		-			356,587
Other accounts payable		-		-		459		-		-		-		11,666		100,289		597		-			113,011
Other provisions		17,228		4,687		-		-		-		-		-		30,198		-		-			52,113
Derivative financial instruments		-		3,697		-		578		-		-		476		-		-		-			4,751
Deferred income tax liability		92,132		312		-		-		-		699		3,201		5,914		-		-			102,258
Total current liabilities		253,863		98,817		42,563		578		-		699		64,827		163,788		3,585		-			628,720
Total liabilities		2,002,892		174,167		117,021		622,040		712		67,555		353,252		567,795		70,815		(779,376	)		3,196,873
Equity attributable to
controlling interest in the company		571,613		213,355		91,223		50,126		3,992		13,452		153,141		117,094		2,230,367		(772,284	)		2,672,079
Non-controlling interest		131,760		17,123		59,708		16,708		-		13,452		271,415		21,743		9,821		(104,455	)		437,275
Total liabilities and equity		2,706,265		404,645		267,952		688,874		4,704		94,459		777,808		706,632		2,311,003		(1,656,115	)		6,306,227

- 13 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

Operating segment performance

	Engineering			Infrastructure																		Parent
	and construction			Energy			Toll Roads			Mass transit			Water Treatment			Real estate			Technical services			Company Operations			Eliminations			Consolidated
	S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000
For the nine-month period ended
September  30, 2012 -
Revenues		2,450,123			215,325			89,855			53,116			28,876			156,920			782,250			33,422			(135,610	)		3,674,277
Gross profit		266,345			84,373			36,759			(149	)		9,678			65,012			93,092			1,698			(46,275	)		510,533
Administrative expenses		(102,014	)		(10,442	)		(4,669	)		(5,915	)		(1,409	)		(12,259	)		(84,978	)		(5,916	)		42,974			(184,628	)
Other income (expenses)		165			(549	)		22			(10	)		-			(385	)		38,178			5,717			-			43,138
Other (losses) gains, net		-			627			-			-			-			-			-			-			-			627
Profit before interests
and taxes (EBIT)		164,496			74,009			32,112			(6,074	)		8,269	)		52,368			46,292			1,499			(3,301	)		369,670
Financial expenses		(150,747	)		(21,252	)		(12,825	)		(13,790	)		(5,961	)		(10,712	)		(20,695	)		(9,934	)		4,970			(240,946	)
Financial income		173,217			18,585			8,732			8,463			122			8,580			18,110			9,270			( 4,684	)		240,395
Share of the profit or loss
in associates under the equity
method of accounting		5,412			-			-			-			-			-			-			170,627			(176,039	)		-
Profit before
income tax (EBT)		192,378			71,342			28,019			(11,401	)		2,430			50,236			43,707			171,462			(179,054	)		369,119
Income tax		(61,225	)		(20,907	)		(6,732	)		2,675			(729	)		(15,365	)		(7,119	)		(3,203	)		554			(112,051	)
Net profit for the period		131,153			50,435			21,287			(8,726	)		1,701			34,871			36,588			168,259			(178,500	)		257,068
Profit attributable to:
Controlling interest in the
Group		117,466			45,820			11,009			(6,545	)		851			8,100			29,360			167,774			(173,088	)		200,747
Non-controlling interest		13,687			4,615			10,278			(2,181	)		850			26,771			7,228			485			(5,412	)		56,321
Net Profit for the period		131,153			50,435			21,287			( 8,726	)		1,701			34,871			36,588			168,259			(178,500	)		257,068

- 14 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

Operating segment performance

				Infrastructure
	Engineering and construction			Energy			Toll Road			Mass transit			Via Expresa Sur			Water treatment			Real estate			Technical Services			Parent Company Operations			Eliminations			Consolidated
	S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000			S/.000
For the nine-month period ended
September 30, 2013 -
Revenue		2,930,128			198,867			128,031			78,830			-			42,366			230,199			811,448			38,769			(213,130	)		4,245,508
Gross profit		380,639			67,679			46,722			10,397			-			2,943			85,592			141,409			(3,988	)		(26,404	)		704,989
Administrative expenses		(154,986	)		(12,191	)		(4,637	)		(5,776	)		(5	)		(291	)		(15,683	)		(104,388	)		(5,908	)		39,735			(264,130	)
Other income (expenses)		8,188			(427	)		209			(100	)		(1	)		(3	)		(610	)		15,411			( 1,176	)		(826	)		20,665
Other (looses) (gains), net		-			244			-			156			-			-			(106	)								-			294
Profit before interests
and taxes (EBIT)		233,841			55,305			42,294			4,677			(6	)		2,649			69,193			52,432			(11,072	)		12,505			461,818
Financial expenses		(177,691	)		(21,775	)		(17,399	)		(40,506	)		(2	)		(61	)		(13,620	)		(31,633	)		(85,171	)		2,795			(385,063	)
Financial income		159,692			10,547			14,404			16,359			-			33			1,430			17,753			164,588			(98,738	)		286,068
Share of the profit or loss
In associates under the equity
method of accounting		39,281			627			-			-			-			-			72			636			685			(8,698	)		32,603
Profit before income tax (EBT)		255,123			44,704			39,299			(19,470	)		(8	)		2,621			57,075			39,188			69,030			(92,136	)		395,426
Income tax		(81,458	)		(13,589	)		(11,170	)		5,749			-			(788	)		(15,413	)		(11,602	)		(1,194	)		950			(128,515	)
Net profit for the period		173,665			31,115			28,129			(13,721	)		(8	)		1,833			41,662			27,586			67,836			(91,186	)		266,911
Profit attributable to:
Controlling interest in the
Group		143,874			28,699			17,796			(10,291	)		(8	)		917			14,211			23,997			67,997			(82,335	)		204,857
Non-controlling interest		29,791			2,416			10,333			(3,430	)		-			916			27,451			3,589			(161	)		(8,851	)		62,054
		173,665			31,115			28,129			(13,721	)		(8	)		1,833			41,662			27,586			67,836			(91,186	)		266,911

- 15 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

No major changes occurred in total assets as compared to the amount stated in the year-end financial statements.

There are no differences as compared to the year-end financial statements based on segmentation or measurement of financial performance by segment.

8 TRANSACTIONS WITH RELATED PARTIES

a)      Transactions with related parties -

Major transactions between the Group and its related parties included in the interim consolidated financial statements are summarized as follows:

	From the nine-month
	period ended September 30
	2012		2013
	S/.000		S/.000
Revenue from sale of goods and services:
- Associates		-		1,983
- Joint operations		37,945		44,101
		37,945		46,084

Inter-company services were agreed upon under market terms as if they had been agreed to with third parties.

b)      Key management compensation -

Key management includes directors (executives and non-executives) and members of the Executive Committee. The compensation paid or payable to key management in the first semester of 2013 amounted to S/.25.0 million (S/.22.6 million at September 30, 2012).

c)      Balances of transactions with related parties -

	At December 31				At September 30,
	2012				2013
	Receivable		Payable		Receivable		Payable
	S/.000		S/.000		S/.000		S/.000
Associates:
Servicios SEC SA		-		-		6,336		-
Proyectos Inmobiliarios Consultores (PICSA)		223		-		238		-
JV Panama		-		-		993		-
Sierra Morena		-		243		-		-
		223		243		7,567		-

- 16 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

	At December 31				At September 30,
	2012				2013
	Receivable		Payable		Receivable		Payable
	S/.000		S/.000		S/.000		S/.000
Joint operations:
Consorcio GyM Conciviles		2,197		2,426		23,864		-
Consorcio Río Mantaro		8,974		-		15,000		-
Consorcio Vial Sur		1,622		-		197		-
Consorcio Grupo 12		8,699				-		-
Consorcio La Chira		-		7,868		-		171
Consorcio Brocal Pasco		4,711		-		330		62
Consorcio Tren Eléctrico		303		-		296		9,611
Consorcio La Gloria		3,430		3,443		3,743		3,404
Consorcio Ríos Pallca		-		-		-		10,307
Consorcio Tiwu		963		1,716		-		-
Consorcio Río Urubamba		1,790		-		2,027		-
Consorcio Vial Sullana		-		-		470		-
Consorcio Atocongo		1,650		-		952		-
Consorcio Lima Activ Comerc		-		-		32		-
Consorcio Constructor Alto Cayma		1,533		-		1,376		-
Consorcio Vial Ipacal		694		700		283		-
Consorcio Toromocho		1,819		3,432		2,044		3,712
Consorcio Terminales		628		-		6		-
Consorcio Lima		1,232		-		639		-
Consorcio Norte Pachacutec		-		-		688		833
Consorcio Vial Quinua		561		4,422		76		589
Consorcio Ancon Pativilca		-		1,054		-		-
Consorcio Alto Cayma		-		-		-		843
Consorcio  Vial Ayahuaylas		-		-		107		-
Consorcio La Zanja		309		349		-		-
Consorcio Marcona		1,600		2,168		-		-
Consorcio Transmantaro		-		-		-		694
Other smaller		6,515		4,274		6,123		7,876
		49,230		31,852		58,253		38,102
Other related parties:
Besco		-		2,155		-		2,242
Ferrovias Argentina		-		7,118		-		9,896
El Cóndor Combustibles		-		1,366		-		-
Other smaller		308		-		-		-
		49,761		42,734		65,820		50,240

Accounts receivable and payable are of current maturity and have no specific guarantees.

Accounts receivable from related parties mainly arise from sales transactions for goods and services with a maturity period of 60 days. These balances are non interest-bearing because they have short-term maturities and do not require a provision for impairment.

Accounts payable to related parties mainly arise from transactions to provide services of engineering, construction, maintenance and others and have a maturity period of 60 days. Such accounts are not interest bearing because they are short-term.

- 17 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

9 INVESTMENTS IN ASSOCIATES

As of september 30, 2013, associates in which the Group has significant influence are substantially the same as those existing as of December 31, 2012.

In 2013, Logística de Químicos del Sur S.A.C. (hereinafter LQS) and Sistemas SEC SA (hereinafter SEC) was de-consolidated from the Group and is recorded as an equity method investment as of September 30, 2013. The effect of this transaction on total assets and total shareholders´equity is not material to the financial statements for any periods presented.

The movement of our investments in associates for the nine-month period ended September 30, 2013 and the year ended December 31, 2012 is as follows:

	At December			At September
	31, 2012			30, 2013
	S/.000			S/.000
Beginning balance		25,953			37,446
Acquisition and/or contributions received		15,128			2,609
Share of the profit and loss in associates
under the equity method of accounting		604			32,603
Dividends received		(2,057	)		(4,420	)
LQS Investment		-			7,408
SEC Investment		-			9,775
Other		(2,182	)		2,301
		37,446			87,722

10 PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

The movement in property, plant and equipment and intangible assets accounts was as follows

	Property,
	plant and			Intangible
	equipment			assets
	S/.000			S/.000
For the nine-month period ended
September 30, 2012
At January 1, 2012		686,913			317,797
Additions		235,793			27,271
Acquisition of subsidiary - net		71,768			9,976
Transfers, disposals and adjustments		4,030			29,554
Deductions for sale of assets		(8,527	)		-
Depreciation, amortization and impairment charges		(122,895	)		(51,274	)
Net cost at September 30, 2012		867,082			333,324
For the nine-month period ended
September 30, 2013
At January 1, 2013		938,093			505,108
Additions		188,613			19,468
Acquisition of subsidiary - net		52,504			11,303
Transfers, disposals and adjustments		(62,666	)		42,873
Deductions for sale of assets		(15,277	)		-
Depreciation, amortization and impairment charges		(138,623	)		(57,940	)
Net cost at September 30, 2013		962,644			520,812

- 18 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

Additions to property, plant and equipment comprise of acquisition of plant and equipment intended for the Group’s operations.

The 2012 adjustment to Property, plant and equipment and Intangible assets related to the acquisition of subsidiary relates to the acquisition of subsidiary Stracon GyM S.A. This transaction is described in detail in the annual consolidated  financial statements as of December 31, 2012.

Goodwill -

Management reviews the results of its business operations based on the type of economic activity carried out. The economic activities that have given rise to goodwill for the Group were construction, electro-mechanical, engineering services and sale of IT equipment and services.

Goodwill by cash-generating units as of September 30, 2013 is broken down as follows:

	S/.000
Construction - Engineering		61,133
Construction - Mining services		13,366
Construction - Electromechanical		20,737
Information goods and services		4,172
		99,408

Management has tested impairment of its cash-generating units to which goodwill is allocated at September 30, 2013 applying criteria similar to those performed as of December 31, 2012. As a result of this evaluation, no impairment adjustments were considered necessary.

11 BORROWINGS

This item comprises:

	Total				Current				Non-current
	At		At		At		At		At		At
	December		September		December		September		December		September
	31, 2012		30, 2013		31, 2012		30, 2013		31, 2012		30, 2013
	S/.000		S/.000		S/.000		S/.000		S/.000		S/.000
Bank loans		501,692		603,058		337,196		440,705		164,496		162,353
Leases		343,782		306,568		115,623		112,334		228,159		194,234
		845,474		909,626		452,819		553,039		392,655		356,587

a)   Bank loans obtained in 2013 -

On February 27, 2013, the Company entered into a syndicated loan agreement which will be paid in seventeen quarterly installments from May 2014 to February 2018 with an annual interest of LIBOR (3 months) + 4.25%, up to a maximum of U.S. $ 150 million (S /. 417.0 million), with a set of twelve financial local and foreign institutions.

At April 26, 2013, the group had received U.S. $ 150 million (S /. 417.0 million) funds, which were intended to repay a short-term loan to BBVA Continental of U.S. $ 60 million (equivalent to S/.155.3 million) and financing activities of the subsidiary GyM Ferrovías S.A.

- 19 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

On 30 September 2013, the Financial Management agreed to pay the entire syndicated loan as it was a bridge loan to purchase GyM Ferrovías S.A.

b)      Fair value of borrowings -

The carrying amount and fair value of borrowings are broken down as follows:

	Carrying amounts				Fair value
	At December		At September		At December		At September
	31, 2012		30, 2013		31, 2012		30, 2013
	S/.000		S/.000		S/.000		S/.000
Loans from multilateral organizations		47,815		45,229		50,567		43,447
Other loans		797,659		864,397		828,208		823,821
		845,474		909,626		878,775		867,268

Fair values are based on the cash flows discounted by using borrowing rates ranging from 4.94% to 7.70%. It should be noted that the interest rate used are those applicable and negotiated by each Company.

12 OTHER PROVISIONS

This item is broken down based on the expectation of liquidation as follows:

	At December		At September
	31, 2012		30, 2013
	S/.000		S/.000
Current portion		11,312		4,131
Non-current portion		51,315		52,113
		62,627		56,244

The movement of this item for the nine-month period ended September 30, 2012 and 2013 is as follows:

							Provisions			Provisions
	Legal			Contingent			for tax and			for oil well
	claims			liabilities			legal actions			closure		Total
	S/.000			S/.000			S/.000			S/.000		S/.000
For the nine-month period
ended September 30, 2012 -
At January 1, 2012		6,702			24,466			102,776			-		133,944
Additions		4,325			-			-			-		4,325
Reclassifications		-			(24,466	)		-			-		(24,466	)
Currency Conversion adjustment								4,970					4,970
Write - offs		(121	)		-			(37,651	)		-		(37,772	)
At September 30, 2012		10,906			-			70,095			-		81,001

- 20 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

						Provisions			Provisions
	Legal			Contingent		for tax and			for oil well
	claims			liabilities		legal actions			closure			Total
	S/.000			S/.000		S/.000			S/.000			S/.000
For the nine-month period
ended September 30, 2013 -
At January 1, 2013		11,380			11,130		35,220			4,897			62,627
Additions		516			-		-			-			516
Acquisition of subsidiaria		-			815		-			-			815
Currency Conversion adjustment		6			280		-			-			286
Write - offs		(869	)		-		(6,932	)		(199	)		(8,000	)
At September 30, 2013		11,033			12,225		28,288			4,698			56,244

As of January 1,  2012, contingent liabilities were maintained with CAM Chile and affiliates for services to be billed of  S/.12.9 million and statutory bonuses and other worker benefits amounting to S/.11.5 million, which in the first quarter of 2012 became executable, and therefore, they were reclassified to other accounts payable.

Write-offs for the nine-month period ended September 30, 2012 mainly consists of write-offs of provisions recognized in conjunction with the purchase price allocation related to the 2011 acquisition of CAM Chile and affiliates, since these contingencies expired over the period.

13 CAPITAL

As of September 30, 2013 and December 31, 2012, the authorized, subscribed and paid-in capital, according to the Company’s bylaws as amended, is represented by 660,053,790 common shares (558,284,190 common shares at December 31,12) at S/.1.00 par value each.

At the General Shareholders’ Meeting held on March 30, 2012, the decision was made to capitalize retained earnings and as a result capital increased from S/.390,798,933 to S/.558,284,190. As a consequence of this transaction the nominal value of shares increased from S/.0.7 to S/.1.00 per share.

Subsequently, by resolution of General Meeting of March 26, 2013, as well as agreements adopted at meetings of the Board May 30, July 23 and August 22 of 2013,  it was agreed the issuance of common stock through a public offering of "American Depositary Shares" (ADS´s) registered in the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), increasing the capital sum from S/.558,284.190 to S/.660,053.790.

This capital increase was carried out in two tranches as follows:

(i) The first tranche in the amount of S/.97,674.420 (representing the issuance of 97,674,420 common shares issued and 19,534,884 ADS´s, therefore, at 5 shares per ADS), and,

(ii) A second tranche in the amount of S/.4, 095.180 common shares and ADS´s 819.036 (issued at 5 shares per ADS rate).

At September 30, 2013, a total of 146,268,635 shares are represented at ADSs (equivalent to 29,253,727 ADSs at 5 shares per ADS).

- 21 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

14 EXPENSES BY NATURE

This item comprises:

			Adminis-
	Cost of		trative-
	works		expenses		Total
	S/.000		S/.000		S/.000
For the nine-month period ended
September 30, 2012:
Purchase of goods		438,386		1,934		440,320
Personnel charges		834,829		63,184		898,013
Services provided by third-parties		998,752		70,937		1,069,689
Taxes		20,530		694		21,224
Other management charges		471,894		30,370		502,264
Depreciation		114,579		9,400		123,979
Amortization		43,658		7,616		51,274
Impairment		1,002		343		1,345
Inventory variance		240,114		150		240,264
		3,163,744		184,628		3,348,372

			Adminis-
	Cost of		trative-
	works		expenses		Total
	S/.000		S/.000		S/.000
For the nine-month period ended
September 30, 2013:
Purchase of goods		766,309		-		766,309
Personnel charges		1,001,536		148,978		1,150,514
Services provided by third-parties		972,575		65,739		1,038,314
Taxes		13,808		892		14,700
Other management charges		480,949		34,677		515,626
Depreciation		131,383		8,420		139,803
Amortization		52,735		5,205		57,940
Inventory variance		121,224		219		121,443
		3,540,519		264,130		3,804,649

15 INCOME TAX EXPENSES

Income tax expense is recognised based on management’s estimate of the weighted average annual income tax rate expected for the full financial year. The expected estimated average annual tax rate used for the year to September 30, 2013 is 32.50% (30.36% for the nine-month period ended September 30, 2012).

16 CONTINGENCIES, COMMITMENTS AND GUARANTEES

As of September 30, 2013, the Group’s contingencies show no variations with respect to the disclosures in the financial statement for the year ended December 31, 2012. As of September 30, 2013, total  contingencies amounted to S/.29.8 million, The commitments and guarantees as of September 30, 2013 amount to US$778.8 millones y S/.28.2 millones.

- 22 -

UN AUDITED

(All the amounts are expressed in thousands of S/. unless otherwise stated)

17 DIVIDENDS

Dividends from the year ended December 31, 2012, of S/.0.156 per share totaling S/.86,986,244 , were approved at the General Shareholders’ meeting held on March 26, 2013. The interim financial statements do reflect dividends payable as of September 30, 2013.

Dividends from the year ended December 31, 2011, of S/.0.155 per share totaling S/.86,722,434, were approved at the General Shareholders’ meeting held on March 30, 2012. The interim financial statements do  reflect dividends payable as of September 30, 2012.

For the nine-month period ended September 30, 2013, the Group paid dividends on its subsidiaries to its non-controlling entities for S/.27.0 million (S/.14.9 million for the same period of 2012).

18 BUSINESS COMBINATION

Acquisition of DSD Construcciones y Montajes S.A.

In August 2013, the subsidiaries GyM Minería S.A., Ingeniería y Construcción Vial y Vives S.A. and GyM Chile Spa acquired the 66.33%, 24.39% and 0.01%, respectively, of the shares representing the capital of DSD Construcciones y Montajes S.A., whose main economic activity is the execution of electromechanical works and assemblies in construction projects of oil refineries, pulp and paper, power plants and mining plants.

With this purchase GyM S.A. acquired 85.95% of indirect control at DSD Construcciones y Montajes S.A. This acquisition is part of the company´s expansion plans in markets with high growth potential such as Chile and attractive industries such as mining and energy.

The consideration paid by GyM S.A. amounted to U.S. $ 37.2 million (equivalent to S/.103.8 million) and resulted in the recognition of goodwill of S/.5.6 million at the acquisition date, as presented below::

	S/.000		US$000
Cash and cash equivalents	15,530			5,562
Trade accounts receivable	74,502			26,684
Accounts receivable from related	6,713			2,404
Accounts receivable	3,246			1,162
Prepaid expenses	1,031			369
Investments	2,609			935
Property, plant and equipment	52,504			18,805
Intangibles	5,741			2,056
Deferred income tax	2,192			785
Trade accounts payable	(5,328	)		(1,908	)
Accounts payable	(26,130	)		(9,359	)
Provisions	(13,363	)		(4,802	)
Deferred income tax	(4,859	)		(1,740	)
Fair value of net assets	114,388			40,953
Non-controlling (14.05%)	(16,078	)		(5,759	)
Goodwill	5,562			1,992
Consideration paid for the purchase	103,872			37,186

Revenue and results generated by the period between the date of acquisition to September 30, 2013 were S/.21.2 million and S/.0.2 million (loss), respectively.

If DSD Construcciones y Montajes S.A. would have been consolidated since January 1, 2013, the revenue and profit generated would have been S/.124.5 million and S/.0.7 million, respectively.

- 23 -