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Aliansce Shopping Centers S.A.


(Public-held company)

Quarterly information
September 30, 2010

Aliansce Shopping Centers S.A.


(Publicly-held company)

Quarterly information
September 30, 2010

Contents
Performance report

3 - 28

Independent auditors' report on the special review

29 - 30

Balance sheets

31

Statements of income

32

Statements of comprehensive income

33

Statements of changes in shareholders' equity

34

Statements of cash flows

35

Statements of added value

36

Notes to the quarterly information

37 - 124

Aliansce Reports 3Q10 Results and Financial and


Operating Highlights in accordance with
International Financial Reporting Standards (IFRS)
Rio de Janeiro, May 11, 2011 - Aliansce Shopping Centers S.A. (Bovespa: ALSC3), one of the largest
shopping mall owners and administrators in Brazil, republishes today its results for the third quarter of
2010 due to the convergence of accounting practices adopted in Brazil with international financial
reporting standards (IFRS). Unless stated otherwise, all operating and financial information herein is
expressed in Brazilian reais and based on consolidated figures, pursuant to Brazilian Corporate Law and
IFRS, in accordance with the pronouncements of the Accounting Pronouncements Committee (CPC),
approved by the Brazilian Securities and Exchange Commission (CVM).
The Companys managerial information, which is based on its consolidated financial statements, was
prepared to reflect and consolidate the 69.62% interest held by Aliansce in Via Parque Shopping and the
exclusion as of 3Q10 of Shopping Leblon from our portfolio in November 2009. For an analysis of the
reconciliation of the consolidated financial statements and managerial information, please see the
comments in the Appendices section.

3Q10 highlights and recent events


The following financial information highlighted below is managerial and based on the Companys
consolidated financial statements:

Sales at the Company's shopping malls grew by 28.4% in 3Q10, while same-area sales (SAS) and
same-store sales (SSS) increased 15.1% and 14.9%, respectively.

Net income grew by 56.8% in the 3Q10 to R$20.2 million, compared with R$12.9 million in
3Q09.

Gross revenue increased 28.1% in the quarter to R$54.0 million.

Net Operating Income (NOI) increased in 38.2% from 3Q09 reaching R$41.6 million. NOI
margin expanded 6.5 p.p. to 91.7%.
Adjusted EBITDA grew 38.0% in 3Q10 to R$34.3 million, for adjusted EBITDA margin of
68.6%, up 4.9 p.p. on 3Q09.

Adjusted Funds from Operations (AFFO) grew 74.3% to R$48.1 million in 3Q10, from R$27.6
million in 3Q09. AFFO margin in 3Q10 was 96.0%.

The malls occupancy rate stood at 97.9%, considering all our New Generation assets and
excluding Shopping Santa rsula, which is being renovated.

In 3Q10, the Companys investments in Greenfield projects, the acquisition of an additional stake
in Super Shopping Osasco and the investments in mall expansion projects totaled R$76.9million.

On July 27, 2010, Aliansce acquired an additional fraction of 2.06% in Super Shopping Osasco.
With this acquisition, the Company now holds 33.58% of the mall.

On August 19, 2010, the Company launched Parque Shopping Belm. Due to the success of this
launch, the mall's project was revised, with its gross leasable area (GLA) expanded to 28,100 sqm.
For more details, see the Growth Drivers section.

On October 26, 2010, the Company inaugurated Boulevard Shopping Belo Horizonte in Belo
Horizonte,MinasGerais.With43,064sqmofGLAand90%leased,themalladds30,145sqmin
ownedGLAtotheCompanysportfolioandstrengthensitsoperationintheSoutheastregion.

OnNovember4,2010,AliansceconvenedanExtraordinaryShareholdersMeetingtobeheldon
November 19, 2010, to resolve on the approval of the acquisition of an interest in Boulevard
Shopping Campos. The mall is currently under construction and its expected opening is
scheduledforApril2011.

3Q10

3Q09

3Q10/3Q09
%

9M10

9M09

9M10/9M09
%

FinancialPerformanceManagerialInformation
Grossrevenue
54,016
Netrevenue
50,079
NOI
41,592
Margin%
91.7%
34,344
AdjustedEBITDA
Margin%
68.6%
NetIncome
20,171
Margin%
40.3%
AdjustedFFO
48,071
Margin%
96.0%

42,169
39,067
30,106
85.2%
24,881
63.7%
12,868
32.9%
27,584
70.6%

28.1%
28.2%
38.2%
6.5p.p.
38.0%
4.9p.p.
56.8%
7.3p.p.
74.3%
25.4p.p.

157,028
145,708
118,952
90.0%
96,476
66.2%
53,202
36.5%
122,413
84.0%

120,792
112,474
89,106
88.2%
73,883
65.7%
27,957
24.9%
83,589
74.3%

30.0%
29.5%
33.5%
1.8p.p.
30.6%
0.5p.p.
90.3%
11.7p.p.
46.4%
9.7p.p.

OperationalPerformanceManagerialInformation
Sales
958,351
Sales/sqm(montlhyaverage)
867.9
Totalrent/sqm(monthlyaverage)
56.1
SAS/sqm(salesonsamearea)
884.8
SAR/sqm(rentsonsamearea)
50.8
SSS/sqm(samestoresales)
878.9
SSR/sqm(samestorerent)
49.9
Occupancycosts(%ofsales)
9.6%
LatePayments
0.7%
Occupancy
97.9%
TotalGLA(sq.m.)
423,281
OwnedGLA(sq.m.)
225,835
GLAreportedsales(averagesqm)
368,061

746,371
759.2
48.3
768.4
46.7
764.8
45.9
10.1%
0.3%
96.3%
386,901
187,035
327,680

28.4%
14.3%
16.1%
15.1%
8.8%
14.9%
8.8%
0.5p.p.
1.1p.p.
1.6p.p.
9.4%
20.7%
12.3%

2,721,024
835.9
55.0
849.8
49.1
847.7
49.0
10.1%
1.8%
97.9%
423,281
225,835
361,706

2,157,895
742.9
48.1
749.7
46.0
747.0
46.0
10.6%
1.9%
96.3%
386,901
187,035
322,753

26.1%
12.5%
14.3%
13.4%
6.7%
13.5%
6.5%
0.5p.p.
0p.p.
1.6p.p.
9.4%
20.7%
12.1%

Mainindicators

Monthlyaverage.DoesnotincludeShoppingSantarsula(underredevelopmentprocess)
DoesnotincludeShoppingSantarsula
Note:Includestheconsolidationofthe69.62%oftheinvestmentinViaParqueShoppingandexcludes70%ofShoppingLeblons4Q09result.

Our Portfolio
Aliansce holds interests in and/or manages malls located all over Brazil that are exposed to a wide range of
income segments.
To facilitate the understanding of the Companys growth in the coming years, we have divided the
portfolio into three groups in accordance with the time in operation or the current phase of each asset. Note
that as of 3Q10, the mall Boulevard Shopping Braslia was included in the Companys New Generation
assets.

OwnGLApergroup
3Q09

3Q10

62.8%

50.7%
32.3%

5.0%
Core

45.2%

4.1%
New
Next
Generation Generation

At the end of 3Q10, Aliansce held interests in 13 malls in operation and in 3 malls under development
(including Boulevard Shopping Belo Horizonte opened on October 26, 2010), for a total of approximately
226,000 sqm of own GLA in operation and 62,000 sqm of owned GLA under development. The Company
also acted as a service provider, responsible for the planning, management and leasing of 9 malls owned by
third parties with combined GLA of 135,000 sqm.

OperatingMalls
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojaC&AFeiradeSantana
LojaC&AGrandeRio
LojaC&AIguatemiSalvadorNaciguat
SubTotalOperatingMalls
Mallsunderdevelopment(Greenfields)
BoulevardShoppingBeloHorizonte
ShoppingMacei
ParqueShoppingBelm
SubTotalMallsunderdevelopment

State

%Aliansce

GLA

OwnGLA

BA
SP
RJ
PB
RJ
RJ
SP
RJ
SP
SP
RJ
DF
PA
BA
RJ
BA

45.53%
38.00%
69.62%
30.52%
25.00%
40.00%
33.58%
100.00%
50.00%
37.50%
40.00%
50.00%
75.00%
100.00%
100.00%
44.58%
53.35%

57,562
35,601
53,937
17,355
35,825
23,428
17,641
46,318
26,542
23,088
25,607
16,925
33,988
2,108
2,108
5,246
423,281

26,208
13,528
37,551
5,297
8,956
9,371
5,924
46,318
13,271
8,658
10,243
8,462
25,491
2,108
2,108
2,339
225,835

MG
AL
PA

70.00%
50.00%
50.00%
58.08%

43,064
35,470
28,100
106,634

30,145
17,735
14,050
61,930

529,915

287,764

Totalportfolio

Occupancy
rate
99.5%
99.5%
99.5%
99.6%
99.0%
98.7%
94.8%
99.7%
97.3%
87.1%
97.0%
80.8%
96.2%
100.0%
100.0%
100.0%

Services
rendered
ML
ML
ML
ML
ML
ML
L
ML
ML

ML
ML
ML
n/a
n/a
n/a

ML
ML
ML

(M)Management|(L)Leasing
Ownershipinterestdetainedfromtwocondominiums41,59%ofNaciguatand71.49%ofRiguat.

Sales Performance
SalesAnalysis3Q10/3Q09
Sales in the Companys malls in 3Q10 totaled R$958
million, growth of 28.4% over 3Q09 figures. In the first
nine months of 2010, sales totaled R$2.7 billion, up 26.1%
over same period last year.

14.9%

28.4%

15.1%

The malls with the strongest growth in sales in 3Q10 were


4.6%
Caxias Shopping, Shopping Grande Rio and Bangu
Shopping, which posted sales growth of 29.1%, 26.1%
and 23.0%, respectively. We have implemented
IPCA
SSS
SAS
TotalSales
improvements to Caxias Shopping and Bangu Shopping
store mix and the opening of the Poupa Tempo (centers to expedite the issue of official documents) at
Shopping Grande Rio in 4Q09 boosted traffic at the mall. Note also the location of these assets, whose
public include the emerging middle class and which are benefitted by the broad process of social
inclusion in Brazil.
Other highlights include the performance of sales at the malls Boulevard Braslia (growth in sales per sqm
of 35.4% in 3Q10 from 3Q09) and Santa rsula (growth in sales per sqm of 23.1% in 3Q10), which have
begun to show the results of their higher occupancy rates and higher consumer flows.

In 3Q10, same-store sales (SSS) and same-area sales


(SAS) grew by 14.9% and 15.1%, respectively. Analyzing
same-store sales by group, Core Assets posted growth of
11.3% while New Generation Assets recorded growth of
22.4% in 3Q10. In the first nine months, SSS and SAS
grew by 13.5% and 13.4%, respectively.

SSS(R$/m)
CoreAssets
11.3%

NewGeneration

938.4

842.8

22.4%
784.1
640.3

Sales(R$million)
958

746

3Q09

666

28.4%

3Q10

3Q09

3Q10

Monthly average

482

3Q07

3Q08

Salespermall

3Q09

3Q10

3Q10

3Q09

3Q10/3Q09
%

9M10

9M09

9M10/9M09
%

(AmountsinthousandsofReais)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm

263,511
73,844
90,015
43,138
79,201
61,967
42,783
91,997
47,362
28,066
46,172
20,776
69,519

227,745
63,624
74,907
39,356
61,947
57,332
40,184
76,327
42,307
18,068
36,045
8,528
0

15.7%
16.1%
20.2%
9.6%
27.9%
8.1%
6.5%
20.5%
11.9%
55.3%
28.1%
143.6%
n/a

760,362
208,824
260,641
127,789
225,516
176,162
126,532
258,238
138,945
73,635
125,888
54,922
183,572

690,032
177,360
223,244
112,360
178,797
162,835
120,881
209,928
117,737
58,646
97,548
8,528
0

10.2%
17.7%
16.8%
13.7%
26.1%
8.2%
4.7%
23.0%
18.0%
25.6%
29.1%
544.0%
n/a

Total

958,351

746,371

28.4%

2,721,024

2,157,895

26.1%

GLAreportedsales(averagesq.m.)

368,061

327,680

12.3%

361,706

322,753

12.1%

Financial Highlights
Gross Revenue

RevenuesBreakdown 3Q10

Grossrevenueincreasedby28.1%in3Q10and
by 30.0% in the first nine months of 2010,
mainly reflecting the expansion in owned GLA,
due to the opening of Boulevard Shopping
Belm in late 2009 and the expansions of
Shopping Grande Rio and Carioca Shopping.
Note that same-store rent (SSR) and same-area
rent (SAR) in 3Q10 recorded the highest growth
ever seen by the Company, in both cases
growing by 8.8% over 3Q09 (see the
Operational Highlights section).

ManagerialFinancialInformation
Revenuespertype

Services
rendered
11.2%
Transferfee
0.4%

Minimumrent
84.1%

Parking
12.0%
Stands/Kiosks
7.2%

KeyMoney
6.0%

3Q10

3Q09

3Q10/3Q09
%

9M10

Percentage
rent
8.7%

9M09

9M10/9M09
%

(AmountsinthousandsofReais,exceptpercentages)

Rentals
KeyMoney
Parking
Transferfee
Servicesrendered
StraightlinerentadjustementCPC06

36,263
3,245
6,490
205
6,056
1,757

27,636
3,288
4,472
141
4,917
1,715

31.2%
1.3%
45.1%
45.4%
23.2%
2.4%

105,724
9,339
17,577
464
17,916
6,008

80,662
7,541
12,836
439
14,024
5,290

31.1%
23.8%
36.9%
5.7%
27.8%
13.6%

Total

54,016

42,169

28.1%

157,028

120,792

30.0%

3Q10

3Q09

3Q10/3Q09
%

9M10

9M09

9M10/9M09
%

ManagerialFinancialInformation
Revenuespermall
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
LojasC&A
Servicesrendered
StraightlinerentadjustementCPC06
Total

(AmountsinthousandsofReais,exceptpercentages)
9,404
2,908
5,957
567
2,103
2,150
1,121
7,753
2,826
720
1,647
825
7,595
627
6,056
1,757

9,046
2,934
4,945
524
1,817
1,883
1,044
7,764
2,502
372
1,721
389
0
596
4,917
1,715

4.0%
0.9%
20.5%
8.2%
15.7%
14.2%
7.4%
0.1%
12.9%
93.5%
4.3%
112.1%
n/a
5.2%
23.2%
2.4%

27,816
8,061
16,691
1,713
6,096
6,314
3,270
22,307
8,242
1,941
5,024
2,185
21,619
1,825
17,916
6,008

27,020
7,974
14,506
1,543
5,199
5,256
3,271
20,312
8,239
1,133
4,772
515
0
1,738
14,024
5,290

2.9%
1.1%
15.1%
11.0%
17.3%
20.1%
0.0%
9.8%
0.0%
71.3%
5.3%
324.3%
n/a
5.0%
27.8%
13.6%

54,016

42,169

28.1%

157,028

120,792

30.0%

Rent revenues from the Companys shopping malls increased by 31.2% in 3Q10 from 3Q09 and by 31.1%
in the first nine months of 2010. Once again, the better performance of the malls in the period and the
inauguration of Boulevard Shopping Belm contributed to the revenue growth.
In 3Q10, total revenue from Shopping Taboo decreased from 3Q09, mainly due to the lower revenue from
key money. Total revenue from Bangu Shopping in 3Q09 was positively impacted by the recognition of
deferred key money from stores substituted in the first half of 2009, which contributed to a nonrecurring
revenue of approximately R$1.0 million and impacted the mall's performance. Excluding this nonrecurring
impact, Bangu Shopping registered growth of 14.6% in 3Q10 from 3Q09 and of 15.5% in 9M10 versus the
same period last year.
Rent revenues in 2010 was strongly impacted by the opening of Boulevard Shopping Belm, representing
R$6.2 million in 3Q10 and R$17.9 million in the first nine months of 2010. This mall represented 14.1%
and 13.8% of the Companys gross revenues in 3Q10 and 9M10, respectively, helping to dilute the relative
interest of each mall.
Revenues from Shopping Grande Rio grew 15.7% in 3Q10 from 3Q09, reflecting the leasing conclusion of
stores from the 2Q09 expansion and the opening of the Poupa Tempo in 4Q09.
RentalRevenuespermall

3Q10

3Q09

(AmountsinthousandsofReais)
ShoppingIguatemiSalvador
ShoppingTaboo
ViaParqueShopping
BoulevardShoppingCampinaGrande
ShoppingGrandeRio
CariocaShopping
SupershoppingOsasco
BanguShopping
SantanaParqueShopping
ShoppingSantarsula
CaxiasShopping
BoulevardShoppingBraslia
BoulevardShoppingBelm
C&AStores

8,947
2,169
3,610
551
1,564
1,771
945
5,625
1,855
549
1,096
756
6,198
628

8,571
1,862
3,556
506
1,434
1,639
861
5,031
1,732
359
1,124
365

596

Total

36,263 27,636

3Q10/3Q09
%
4.4%
16.5%
1.5%
8.9%
9.0%
8.1%
9.8%
11.8%
7.1%
52.9%
2.5%
107.1%
n/a
5.4%
31.2%

9M10

9M09

26,426
5,976
10,707
1,665
4,663
5,199
2,757
16,223
5,499
1,540
3,377
2,012
17,855
1,825

25,633
5,506
10,426
1,495
4,157
4,699
2,645
14,179
5,431
1,064
3,197
492

1,738

105,724

80,662

9M10/9M09
%
3.1%
8.5%
2.7%
11.4%
12.2%
10.6%
4.2%
14.4%
1.3%
44.7%
5.6%
308.9%
n/a
5.0%
31.1%

Cost of Rentals and Services


TheopeningoftheBoulevardShoppingBelm,associatedtotherevenuegrowth,wasthemaindriverof
theincreaseincostofrentalsandservicesofR$2.3millionin3Q10andofR$7.8millioninthefirstnine
monthsof2010.

Notethatthemallsoperationalcostsin3Q09includeaprovisionforlawsuitsinvolvingthepaymentof
INSS(socialsecuritycontributions)andIPTU(propertytax)relatedtoViaParqueShopping.Excludingthis
provision,themall'soperationalcostsincreased14.5%and30.6%in3Q10and9M10,respectively,from
thesameperiodslastyearduetotheCompanysownedGLAincrease.
Therenovationsandtheleasingofstoresfrommallsunderexpansioncontributedtotheincreaseof9.5%
inleasingandplanningexpenses.

ThereductionintheProvisionforDoubtfulAccounts(PDA)in3Q10isexplainedbytheadjustmentinthe
estimateforIguatemiSalvador,whichgeneratedanimpactofR$500,000.

10

ManagerialFinancialInformation

3Q10

Costspertype

3Q09

3Q10/3Q09
%

9M10

9M10/9M09
%

9M09

(AmountsinthousandsofReais,exceptpercentages)

Depreciationandamortization

4,554

3,926

16.0%

13,597

13,942

2.5%

Mallsoperationalcosts

3,849

4,462

13.7%

11,471

9,885

16.0%

Parkingcosts

2,580

1,903

35.6%

6,936

5,727

21.1%

Preoperationalexpenses

1,635

1,471

11.1%

3,798

4,406

13.8%

LeasingandPlanningcosts

1,340

1,224

9.5%

3,771

3,436

9.7%

63

781

108.1%

1,751

2,050

14.6%

13,895

13,767

0.9%

41,324

39,446

4.8%

Allowanceofdoubtfulaccounts
Total

Gross Income
Grossincomemaintaineditsupwardtrendin3Q10and9M10,growingby43.0%and42.9%,respectively.
In3Q10,grossincomewasR$36.2million,incomparisonwithR$25.3millionin3Q09,reflectingthesolid
performanceofourmallsandtheresultsoftheinaugurationsintheperiod.

Operating Income (Expenses)


OperatingIncome (R$Thousand)
3Q09

(6,062)

3Q10

9M09

9M10

(7,949)

(20,285)

In 3Q10, the Companys operational expenses grew 31.1%


to R$7.9 million, from R$6.1 million in 3Q09. The main
factors were: (i) the inclusion of the operational expenses
from the companies which owns the new centers
(Boulevard Belm and Boulevard Braslia) of R$0.3
million; and (ii) the accounting recognition of the stock
option plan program extended to executives of R$0.6
million.

(24,733)

2009figures excludesanextraordinaryrevenuefromlawsuits

ManagerialFinancialInformation

3Q10

Operating(Expenses)/Income

(Amount

AdministrativeandGeneralexpenses
Equityinincome
DeferredandIntangibleDepreciationandAmortizationExpenses
OtherOperating(Expenses)/Income
Total
(+)Lawsuits
TotalAjusted

(7,762

(95)
(92)
(7,949

(7,949

Financial Result

Financial Result(R$Thousand)
3Q09

3Q10

(1,177)

(1,154)

9M09

9M10

(5,083)

11

(21,603)

FinancialincomeincreasedbyR$10.2millionin3Q10andbyR$22.8millionin9M10inrelationtosame
periodsayearago.Thehigherfinancialincomemainlyreflectstheliquidityprovidedbytheinitialpublic
offeringinJanuary2010.

Meanwhile,financialexpensesincreasedin3Q10andinthefirstninemonthsof2010,dueto:(i)theissue
ofnewrealestatecreditnotein4Q09;(ii)thefinancingcontractedfortheacquisitionofa30%interestin
Bangu Shopping; and (iii) the recognition of the interest of the real estate credit note for Boulevard
ShoppingBelmafterthemall'sinaugurationin4Q09(duringtheconstructionofthisprojectthisinterest
wascapitalized).

NotealsotherecognitionofSWAPatmarketvalueinthecompositionofthefinancialresult.In3Q10,
positiveadjustmentsofR$1.2millionwererecognizedandR$9.3millionin9M10,incomparisonwiththe
positiveadjustmentofR$1.4millionin3Q09andthenegativeadjustmentofR$9.3millionin9M09.The
gainsfromSWAPoperationsforinterestpaymentsduring2010and2009decreasedbyR$0.5millionin
3Q10andR$0.6millionin9M10.

Net Income
NetIncome(R$Thousand)
90.3%

56.8%

53,202

In 3Q10, net income reached R$20.1 million, up 56.8%


from 3Q09, for net margin of 40.3%, versus 32.9% in
3Q09.In9M10,netincomereachedR$53.2million,up
90.3%from9M09,fornetmarginof36.5%.Thisresult
reflects the excellent operational performance of our
assetsandoursolidcapitalstructure.

27,957
20,171

12,868

3Q09

3Q10

9M09

9M10

Net Operating Income (NOI)

The expansion of our portfolio and maturation of the malls inaugurated in recent years pushed the
Companys NOI up by 38.2% in 3Q10 and by 33.5% in 9M10, totaling R$41.6 million (margin of 91.7%)
in 3Q10 and R$119.0 million (margin of 90.0%) in the first nine months of 2010.
ManagerialFinancialInformation
NOI

3Q10

3Q09

3Q10/3Q09
%

9M10

9M09

9M10/9M09
%

(AmountsinthousandsofReais,exceptpercentages)

Rents
KeyMoney
ParkingResults
OperationalIncome

38,225
3,245
3,908
45,378

29,492
3,288
2,569
35,349

29.6%
1.3%
52.1%
28.4%

112,196
9,339
10,639
132,174

86,391
7,541
7,109
101,041

29.9%
23.8%
49.7%
30.8%

()Mallsoperationalcosts
()Allowanceofdoubtfulaccounts

3,849
63

4,462
781

13.7%
108.1%

11,471
1,751

9,885
2,050

16.0%
14.6%

(=)NOI

41,592

30,106

38.2%

118,952

89,106

33.5%

MarginNOI

91.7%

85.2%

6.5p.p.

90.0%

88.2%

1.8p.p.

Adjusted EBITDA

12

The Companys adjusted EBITDA reached R$34.3 million in 3Q10, up 38.0% from 3Q09, for adjusted
EBITDA margin of 68.6%. In 9M10, adjusted EBITDA grew by 30.6% over 9M09 to R$96.5 million, for
adjustedEBITDAmarginof66.2%intheyear.

ManagerialFinancialInformation

3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
3Q10

3Q09

9M09

9M10/9M09
%

NetRevenues

50,079

39,067

28.2%

145,708

112,474

29.5%

()Costs
()Expenses
(+)Depreciationandamortization

(13,895)
(7,949)
4,646

(13,767)
(6,062)
4,026

0.9%
31.1%
15.4%

(41,324)
(24,733)
13,852

(39,446)
(14,205)
14,189

4.8%
74.1%
2.4%

(=)EBITDA

32,881

23,264

41.3%

93,503

73,012

28.1%

1,463
1,635

(172)
825

1,617
1,471

146

2,973
3,798

(825)

871
4,406
(6,080)
2,545

241.3%
13.8%
n/a
132.4%

(+)/()Nonrecurring(expenses)/income
(+)Preoperationalexpenses
()Lawsuits
(+/)Others
(=)AdjustedEBITDA
MarginadjustedEBITDA

9.5%
11.1%
n/a
217.8%

34,344

24,881

38.0%

96,476

73,883

30.6%

68.6%

63.7%

4.9p.p.

66.2%

65.7%

0.5p.p.

FFO and Adjusted FFO (AFFO)


The higher operating income resulting from the inauguration of Boulevard Shopping Belm and the
maturationofnewmalls,alongwiththestructuringoflongtermfundingoperations(withgraceperiods
for payment of interest and principal) resulted in a 74.3% increase in the Companys AFFO in 3Q10 in
relation to 3Q09, from R$27.6 million to R$48.1 million, with AFFO margin increasing from 70.6% to
96.0%.In9M10,AFFOwas46.5%higherthaninthesameperiodlastyear.
ManagerialFinancialInformation

3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)

9M09

9M10/9M09
%

53,202

27,957

90.3%

13,852

14,189

2.4%

67,054

42,146

59.1%

9.5%
18.5%
111.8%
157.0%

2,973
(9,316)
49,055
12,647

871
9,300
32,119
(847)

241.3%
200.2%
52.7%
1593.2%

27,584

74.3%

122,413

83,589

46.4%

70.6%

25.4p.p.

84.0%

74.3%

9.7p.p.

3Q10

3Q09

NetIncome

20,171

12,868

56.8%

(+)DepreciationandAmortization

4,646

4,026

15.4%

(=)FFO

24,817

16,894

46.9%

(+)/()Noncurrentexpenses/(income)
(+)SWAP
(+)nondisbursedfinancialexpenses
(+)noncashtaxes

1,463
(1,178)
19,032
3,937

1,617
(1,445)
8,986
1,532

(=)AdjustedFFO

48,071

MarginAFFO%

96.0%

FFO

CAPEX
TheCAPEXinvestedbytheCompanywasR$76.9millionin3Q10andR$195.8millionin9M10.Mostof
theinvestmentswereallocatedtoBoulevardShoppingBeloHorizonteandBoulevardShoppingBelm,as
well as to the expansions of malls in operation and the renovation of Shopping Santa rsula. We also
acquired a 30% interest in Bangu Shopping, a 50% interest in Parque Shopping Belm (under
development)andanidealfractionof2.06%inSuperShoppingOsasco.Formoredetails,seetheGrowth
Driverssection.

Operating Highlights

13

The historical data series and comparisons with prior quarters presented below confirm the improvement in
the operational indicators of the Companys malls in 3Q10.

Net Operating Income (NOI/sqm)


The Companys NOI/sqm in 3Q10 increased by 14.4% from 3Q09, in line with the growth observed in the
previous quarter.

SSR(R$/m)

Same-store rent (SSR)

CoreAssets

Same-store rent (SSR) and same-area rent (SAR) in


3Q10 recorded the highest growth ever seen by the
Company. In both cases, the variation in 3Q10 was an
increase of 8.8% from 3Q09. Once again, the New
Generation assets presented a greater increase in SSR
than the Core assets group. The malls inaugurated by the
Company less than five years ago registered an increase
in SSR of 12.4%, compared with the increase of 7.3%
registered by Core assets.

NewGeneration

7.3%
56.4

52.6

12.4%
34.8

3Q09

3Q10

3Q09

39.1

3Q10

Monthly average

For 4Q10 we expect even stronger growth, due to the high concentration of contractual adjustments that
will benefit from an average rate increase of 8.5% of our readjustments index.

Occupancy Rate
Occupancy(%)

97,3%

In 3Q10, the occupancy rate in our shopping malls,


including the mall Boulevard Shopping Braslia, was
97.9%. During the quarter, 6 of the 13 malls registered
occupancy rates above 99%. Our outlook for the
coming quarter remains positive, with the expectation
of 2 more malls reaching this level of occupancy.

2Q10

To reflect the evolution of our occupancy rate, we


included in our historical data the recently opened
malls Boulevard Braslia (as of 3Q09) and Boulevard
Belm (as of December 2009).

97,9%
96,9%

97,0%

96,3%

3Q09

4Q09

1Q10

3Q10

Occupancy Cost (% of sales)


OccupancyCost(%)
In 3Q10, the Company's occupancy cost continued to
show low rate levels, at 9.6%, compared with 10.1% in
3Q09 (the graph beside shows the occupancy cost
trajectory of the New generation assets). The higher
sales of our portfolio led to a reduction in occupancy
cost, opening room for more substantial increases in
rents over the coming quarters. Note that the group of
New Generation assets registered an increase in
occupancy cost due to the start of operations at

14

CoreAssets

10.0%

9.4%

3Q09

3Q10

NewGeneration

10.4%

11.1%

3Q09

3Q10

Boulevard Shopping Belm, which still presents costs above the average for this group.

Growth Drivers
The Greenfields and expansions projects currently in the Company's pipeline point to an increase in owned
GLA of 23.2% by the end of 2011 and 43.0% by the end of 2012, when will have reached own GLA of
approximately 320,000 sqm already contracted.

OwnGLAevolution

Macei+
ParqueShopping Belm
322,943
31,785

Boulevard BH
30,145

13,085
12,997

225,835
9,097

3Q10

2010
Expansions

43.0%

2011

2012

End2012

Developments

Greenfield Projects
Boulevard Shopping Belo Horizonte - Opened on October 26, 2010
Boulevard Shopping Belo Horizonte marks Aliansces entry into the Minas Gerais market, strengthening
its operations in the Southeast region. With GLA of approximately 43,000 sqm, the mall has major national
retailers such as Renner, Riachuelo, C&A, Casas Bahia, Ponto Frio and others. The mall has 200 stores,
including 4 anchors and 10 mega stores. It also has a Carrefour hypermarket, 6 multiplex theaters and over
2,300 parking spaces. The mall opened with over 90% of its GLA leased. The expectation calls for over 1
million visitors per month. The project also includes a "AAA" commercial tower with 16 floors and
approximately 17,000 sqm of useful area that will be built over the mall.
BoulevardShoppingBeloHorizonte
State
MG
GLA
43,064sq.m.
Launch
June,2008
ExpectedOpening
October26,2010
Ownership
70%
%leased
90%
IRR(realandunleverage) 15%
%Aliansce
NetKeyMoney
R$11.3million
CAPEX
R$193.2million
%ofCapexinvested
88%
ProjectedNOI1styear
R$14.7million
ProjectedNOI3rdyear
R$17.6million

15

Parque Shopping Belm


On August 19, 2010, the Company launched Parque Shopping Belm, in Belm, PA. The projects
commercial success enthused us to revise the project and expand its original size. The new project, in the
final approval phase, will have approximately 28,100 sqm of GLA, with 5 anchor stores, 180 in line stores
and 1,080 parking spaces.
The projects revision will also allow a future expansion of approximately 6,500 sqm in GLA and another
750 parking spaces. In addition, there are also plans to include a mix use project with commercial towers
integrated to the mall.
ParqueShoppingBelm
State
PA
GLA
28,100sq.m.
Launch
August19,2010
ExpectedOpening
1H2012
Ownership
50%
IRR(realandunleverage) 17%
%Aliansce
NetKeyMoney
R$5.7million
CAPEX
R$70.1million
%ofCapexinvested
5%
ProjectedNOI1styear
R$7.8million
ProjectedNOI3rdyear
R$9.0million

Shopping Macei
In 3Q10, we obtained the environmental license that will allow us to begin the earthmoving operations for
this project. We advanced the project detailing phase and expect to receive the building permit from the
Municipal Government of Macei during 4Q10.

16

The region surrounding the project has been experiencing accelerated development and a high number of
real estate launches. These factors helped increase the value of rent prices, which have already been
influenced by the mall's future inauguration.
ShoppingMacei
State
AL
GLA
35,470sq.m.
Launch
4Q10
ExpectedOpening
2012
Ownership
50%
IRR(realandunleverage) 17%
%Aliansce
NetKeyMoney
R$5.5million
CAPEX
R$82.1million
%ofCapexinvested
17%
ProjectedNOI1styear
R$7.8million
ProjectedNOI3rdyear
R$9.8million

Expansions
Ongoing Projects in the 3Q10

OngoingProjects
CariocaShoppingExpansion
IguatemiSalvadorExpansion
BanguShoppingExpansion
BanguExpansionMedicalCenter
BanguExpansionOffices
ViaParqueShoppingExpansion
CampinaGrandeExpansionPhase01

State

Opening

RJ
BA
RJ
RJ
RJ
RJ
PB

4Q10
4Q10
4Q10
2Q11
3Q11
3Q11
4Q11

Total

GLA
%
(sq.m.) Aliansce

Owned
GLA
(sq.m.)

622
7,305
5,810
2,000
4,500
4,586
3,579

249
3,038
5,810
2,000
4,500
3,193
1,092

2.4
9.0
22.3
2.8
7.4
6.8
4.0

19,882

54.8

40.00%
41.59%
100.00%
100.00%
100.00%
69.62%
30.52%

28,402

CAPEX

%Aliansce(R$million)
NetKey
NOI1st
Money
year
0.0
0.3
2.5
1.4
3.2
3.7
0.2
1.1
0.5
2.5
0.0
1.8
0.1
0.5
5.1

11.3

NOI3rd
year
0.3
1.7
4.2
1.1
3.0
2.0
0.5

%Leased

12.8

Expansion of Carioca Shopping


During 2010, the total investments made in the expansion project of Carioca Shopping, where 70% of GLA
has already been inaugurated, reached approximately R$1.4 million. The remaining GLA, which is 100%
leased, will be inaugurated in 4Q10. Also in 4Q10, the renovation of the second floor of this project will
be concluded, which the company believes should lead to a consumer flow increase, resulting in higher
prices for the commercial space.

Expansion of Iguatemi Salvador


With opening scheduled for December, and more than 60%
of investments already made, the expansion will add 7,305
sqm of GLA to the mall, with 1 anchor (Leader Magazine), 2
mega stores (Casas Bahia and Le Biscuit) and a fitness
center in its final phases of negotiation. The deck parking
facility, which will add 389 parking spaces, is also in its final
phase of construction. The opening of the malls food court
will be at the end of November.

17

100%
100%
95%
50%
0%
0%
65%

IRR
(p.a.)
15%
26%
27%
40%
40%
38%
15%

Expansion of Bangu Shopping


The first phase of expansion, which is in the final stages of construction, will add 5,810 sqm of GLA to the
mall by end-November, as scheduled. The expansion is already 100% leased, including 2 anchor stores
(Riachuelo and Marisa) and 26 in line stores.
The second phase of the expansion, a Medical Center with 2,000 sqm of GLA slated to open in 2Q11,
includes a lab and medical imagining and consulting center, which should further strengthen the malls
mix. The third stage, scheduled for 3Q11, will add 4,500 sqm in GLA, a mix-use complex, office space
and a restaurant.

Expansion of Boulevard Shopping Campina Grande


The Boulevard Campina Grande expansion project predicts an addition of 10,596 sqm in GLA to the mall,
divided into 3 phases. The first phase, which is in project detailing stage, had its inauguration postponed to
4Q11 due to negotiations between the project's partners and the bank financing the project. The project
remained unchanged, with 3,579 sqm of GLA, including 2 anchor and 13 in line stores. The second phase,
with inauguration scheduled for 2Q12, will add 1,817 sqm to the mall and deck parking facility with 204
spaces. The third stage, with inauguration scheduled for 2013, will add a second floor to the mall and 5,200
sqm of GLA.

Expansion of Via Parque Shopping


Due to commercial negotiations, the Via Parque
Shopping expansion project was divided into 2
phases.
First Phase: With opening scheduled for 3Q11, the
expansion will occupy the upper level of the store
currently leased by C&C, adding 4,585 sqm of
GLA to the mall. This expansion, which is already
in the project detailing stage, will include an
anchor and 2,326 sqm of in line stores.
Second Phase: With opening scheduled for the 2Q12, this phase will add approximately 3,100 sqm of GLA
to the mall, allowing the entry of 2 anchors and 550 sqm of in line stores. In addition, the movie theater
will be remodeled to a stadium format, incorporating the new trends in this segment.
By the end of these 2 phases, the renovated Via Parque will have a diversified mix and be well anchored,
ready to meet the growing demand in the surrounding area, whose real estate market is currently
experiencing strong growth.

18

Future Expansions
Projects with openings slated for 4Q11 and 2012 will add approximately 15,300 sqm to the Companys
owned GLA.
FutureExpansions
ShoppingTaboo
ViaParqueShoppingMovieTheaters
CaxiasShopping
ShoppingGrandeRio
BoulevardShoppingCampinaGrandePhase02
IguatemiSalvador
CariocaShoppingPoupaTempo

State

Opening

SP
RJ
RJ
RJ
PB
BA
RJ

4Q11
2Q12
2Q12
2Q12
2Q12
2Q12
2Q12

Total

GLA
%Aliansce
(sq.m.)
6,053
38.00%
3,414
69.62%
5,000
40.00%
5,000
25.00%
1,817
30.52%
8,500
41.59%
8,200
40.00%
37,984

OwnedGLA
(sq.m.)
2,300
2,377
2,000
1,250
555
3,535
3,280
15,297

Case study: malls targeting the mid and moderate income classes
developed by Aliansce
Aliansce's portfolio includes projects located in all regions of the country and targeting a diversified range
of income classes. Approximately 40% of the company's owned gross leasable area (GLA) targets the
middle and moderate income classes and have locations and store mixes that have been optimized to take
advantage of the growth in this segment of the population. Note that most of these assets were developed
by Aliansce and are managed by the company.
In addition to the growing number of consumers in the middle income class, the moderate income class,
which is called the "new middle class or emerging class, now, encompasses over half of Brazil's
population, according to a study conducted by Ibope. These are 32 million new consumers aged between
12 and 64 years old and living in the country's major metropolitan areas. This mass migration of consumers
has led to the emergence of a group that has its own characteristics and sufficient pent-up demand to
sustain the consistent growth in the retail market in the regions in which they are located. Aliansce not only
closely monitors this growth, but also has developed and is developing projects in areas with high
concentrations of this new segment of Brazilian consumers.
Totalpopulation distribution
byincomeclass
HalfofBrazil's population
(32millionnewconsumers)

30%

17%

19%

20%
14%

High

Middle

Moderate1 Moderate2

IncomeClass

Population'000inhab.

High
Middle
Moderate1
Moderate2
Low
TOTAL

11,347
12,364
19,505
12,746
9,214
65,176

17%
19%
30%
20%
14%
100%

Low

Note: Moderate income class is formed by individuals with monthly income from R$600 to R$2,099 and considers only those between 12 and 64 years.

19

14,00%

10,0%

12,00%

5,0%
0,0%

10,00%

5,0%
8,00%

10,0%

Sep10

Sep09

Mar10

Sep08

Mar09

Sep07

Unemploymentrate(%)

Mar08

Sep06

Mar07

Sep05

Mar06

Sep04

Mar05

20,0%

Sep03

4,00%

Mar04

15,0%

Mar03

6,00%

Averageincome(YoY)

Source: IBGE

We selected in our portfolio the group of assets that target the middle and moderate income classes that
were developed by the company and/or our executives prior to the company's founding in order to analyze
the growth in certain operational indicators. The malls analyzed were:
Malls

Opening

ShoppingGrandeRio
ShoppingTaboo
BanguShopping
CaxiasShopping

1995
2002
2007
2008

GLA(sq.m.)
35,825
35,601
46,318
25,607

The operational indicators presented by these malls over the last five years ratifies the studies cited, with an
NOI CAGR above 15%, a decreasing occupancy cost and an average occupancy rate above 99%, even
considering the expansions inaugurated. In addition, the table below shows the performance of same stores
(SSS and SSR) and same area (SAS and SAR) for this group of assets targeting the middle and moderate
income classes.
MainIndicators

3Q10

3Q09

3Q10/3Q09
%

9M10

9M09

9M10/9M09
%

SSS/sq.m.
SAS/sq.m.
SSR/sq.m.
SAR/sq.m.
OccupancyRate
OccupancyCost(%Sales)
Sales/sq.m.
Rent/sq.m.

866.4
867.5
41.7
42.3
99.3%
9.1%
823.5
45.5

712.8
711.1
37.4
37.8
99.3%
9.9%
676.3
40.0

21.6%
22.0%
11.3%
12.1%
0p.p.
0,8p.p.
21.8%
13.6%

797.9
787.8
40.1
39.9
99.4%
9.6%
772.2
44.9

651.8
641.4
36.7
35.9
99.3%
10.6%
625.1
41.5

22.4%
22.8%
9.3%
11.0%
0,1p.p.
1p.p.
23.5%
8.2%

20

Indebtedness and Cash and Cash Equivalents


The Companys net debt remains stable, increasing slightly due to new financial disbursements for the
Boulevard Shopping Belo Horizonte project.
In
the
3Q10,
the Debtbreakdown
ShortTerm LongTerm
Company's debt profile
43,280 130,156
has an average maturity of Banks
66,697 394,582
8.4 years, with 93.7% CCI/CRI
7,156 55,524
indexed to the TR Obligationforpurchaseofassets
reference rate and the TOTALDEBT
117,133 580,262
IPCA consumer price CashandCashEquivalents
(434,909)
index. Most of our cash is
NETDEBT
(317,776) 580,262
managed by an Exclusive
Fund, which in the nine months ended September 30, 2010 provided a return equivalent to
CDI overnight rate (for more details, see the 3Q10 Quarter Information - ITR).

TotalDebt
173,436
461,279
62,680
697,395
(434,909)
262,486

101.7% of the

On September 30, 2010, Aliansces net debt after financial investments stood at R$262.5 million.
Excluding minority interest, the Companys net debt after financial investments totaled R$198.6 million.
This amount includes R$62.7 million in obligations related to asset acquisitions, most of which refers to the
balance payable in 2013 for the acquisition of the 30% interest in Bangu Shopping.

DebtProfile Indexes
PrincipalAmortization Schedule(R$Million)
TR
71.9%
131.6
70.4
44.7
2011

2010

76.6

70.8

60.3

2012

2013

2014

2015

82.9

2016

86.3

75.7

2017

2018

CDI
5.2%
54.5

41.3

2019

2020

IPCA
21.7%

29.3

Others
0.4%

2021

TJLP
0.7%

Stock Performance
Aliansce stock (ALSC3) closed 3Q10 priced at R$13.00 per share, which represents a gain of 14.5% from
the closing price of R$11.35 in 2Q10. In that same period, the Ibovespa index registered an increase of
13.9%.
The Companys free-float increased from 51.19% last quarter to 52.53% on September 30, 2010,
contributing even further to the stock's liquidity. On November 1st, 2010 the average daily trading volume
of the last 30 days was of R$4.0 million.
ShareholderBase

16
14
12
10
8
6
4
2
0

120
115
110
105
100
95

GGP
31.44%

30/9/2010

24/9/2010

20/9/2010

14/9/2010

ALSC3

8/9/2010

1/9/2010

26/8/2010

20/8/2010

16/8/2010

10/8/2010

4/8/2010

29/7/2010

23/7/2010

19/7/2010

13/7/2010

6/7/2010

30/6/2010

Volume(R$millions)

FreeFloat
52.53%

Mgmt
1.28%

Ibov

21

Gvea
Investim.
2.01%

Rique
Empreen
dimentos
ePart.
12.74%

Glossary
GCA: Gross Commercial Area, equivalent to the sum of all the commercial areas of the shopping malls,
that is, GLA plus the areas of stores sold.
GLA (Gross Leasable Area): equivalent to the sum of all areas available for leasing in shopping malls,
except for kiosks and sold areas.
Own GLA: refers to total GLA weighted by Aliansces interest in each shopping mall.
Key Money: amount charged to merchants for the right to use the projects technical infrastructure,
applicable to contracts
with terms longer than 60 months.
Net Key Money: Value of key money net of leasing costs.
CAGR: Compounded Annual Growth rate.
CPC: Accounting Pronouncements Committee.
MBS: mortgage-backed securities.
Occupancy Cost as % of Sales: rent (minimum + percentage) + usual charges (excluding specific
charges) + merchandising fund.
EBITDA(EarningsBeforeInterest,Taxes,DepreciationandAmortization):netrevenueoperatingcosts
andexpenses+depreciationandamortization.
AdjustedEBITDA:EBITDA+preoperatingexpenseslawsuits+othernonrecurringexpenses(revenues).
Adjusted FFO (Funds from Operations): net income + depreciation + amortization - nonrecurring
expenses and revenues + SWAP effect + unpaid financial expenses + non-cash tax.
FIIVPS: Fundo de Investimento Imobilirio Via Parque Shopping, a real estate investment fund.
Delinquency: the ratio between the total earned volume and total revenue received for the same period,
calculated on the last business day of that period.
Federal Law 11,638: on December 28, 2007, Federal Law 11,638 was enacted with the purpose of
including publicly held companies in the international accounting convergence process. Therefore, some
financial and operating results were subject to certain accounting effects due to the changes introduced by
the new law.
Anchor Stores: large, well known stores with special marketing and structural features that attract
consumers, thereby ensuring permanent flows and uniform traffic in all areas of the shopping mall.
Satellite Stores: small stores with no special marketing and structural features located around the anchor
stores and intended for general retailing.
NOI (Net Operating Income): Gross revenue of shopping malls (excluding revenue from services) +
parking revenue - shopping malls operational costs - provision for doubtful accounts.
PDA: Provision for Doubtful Accounts.
SAR (Same-area rent): ratio between the rent earned in a same store in current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
SAR (Same-area sales): ratio between sales in a same area in the current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
SSR (Same-store rent): ratio between the rent earned in a same store in the current versus the previous
year. Excludes Shopping Santa rsula (undergoing renovation).
SSS (Same-store sales): ratio between sales in a same store in the current versus the previous year.
Excludes Shopping Santa rsula (undergoing renovation).
Occupancy Rate: total GLA of a shopping mall divided by the area leased.
Sales: reported sales of stores in each of the shopping malls in the quarter.

22

Appendices
Reconciliation of the consolidated and managerial financial statements
The Company's managerial financial information was prepared to reflect/consolidate Aliansces interest in
Via Parque Shopping in the quarters ended September 30, 2010 and 2009, as well as the spin-off that led to
the exclusion of Shopping Leblon from its portfolio, which only affects the quarter ended September 30,
2009.
Aliansces investments in Via Parque Shopping are made through Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS), which for accounting purposes are recognized on the consolidated financial
statements as financial investments. Accordingly, the malls operating results are not consolidated in
Aliansces balance sheet and the investment is recorded at market value as determined by Law 11,638. For
managerial financial information purposes, we have considered Aliansces 69.62% interest in Via Parque
Shopping on September 30, 2010 as if it had existed throughout the period from January to September of
2010 and 2009 in order to permit a comparative analysis of results.
Income from Aliansce's interest in Shopping Leblon, held through Cencom and Frascatti, was excluded
from the consolidated managerial figures in order to reflect, in the managerial financial statements of
September 30, 2009, the partial spin-off that occurred in October 2009.
Finally, the managerial financial statements were prepared based on the balance sheets, income statements
and financial reports of the respective companies and centers, as well as assumptions deemed to be
reasonable by the Company's Management, and they should be read in conjunction with the periods
financial statements and respective notes.

23

Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
PeriodendedSeptember30,2009

Aliansce
Consolidated
2009Financial

Exclusionofincomefrom
Frascatti/Cencomand
RecognitionofPreOp
(amountsinthousandsofreais)

69.62%Shopping
ViaParque

Aliansce
Consolidated
2009Managerial

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions

106,524 14,268
(8,199) (119)

Netrevenues

98,325

Costofrentalsandservices

(32,907) (6,539)

(39,446)

Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortization
Otheroperatingincome/(expenses)

65,418
(12,683)
(18,202)
4,684
(247)
1,082

73,028
(14,206)
(18,160)
314
(247)
3,887

Financialincome/(expenses)

(21,657) 158

(104) (21,603)

Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes

31,078 13,848
(5,637)

(7,707) 37,219
9 (5,628)

14,149
7,610
6,080

6,080

(7,603)
42
(4,370)

(3,275)

120,792
(8,318)
112,474

MinorityInterest

(3,635)

Netincome/(loss)fortheperiod

21,806

(7,698) 27,956

ConciliationofEBITDA/adjustedEBITDAandFFO/ajustedFFO
PeriodendedSeptember30,2009

Aliansce
Consolidated
2009Financial

13,848

Exclusionofincomefrom
Frascatti/Cencomand
RecognitionofPreOp
(amountsinthousandsofreais)

69.62%Shopping
ViaParque

98,325

()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization

(32,907) (6,539)
(39,446)
(12,683) 6,080 (7,603) (14,206)
13,731 458
14,189

EBITDA
MARGINEBITDA%
(+)Nonrecurringexpenses

66,466 14,148 (7,603) 73,011


67.6%
64.9%
6,951 (6,080)
871

ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome

73,417 8,068
74.7%
21,806 13,848

(7,603) 73,882
65.7%
(7,698) 27,956

(+)DepreciationandAmortization

13,731

(=)FFO
MARGINOFFFO%
(+/)Nonrecurringexpenses

35,537 14,306 (7,698) 42,145


36.1%
37.5%
6,951 (6,080)
871

(+)SWAP

9,300

9,300

(+)Financialexpensesnotpaid

32,119

32,119

(+)noncashtaxes
(=)ADJUSTEDFFO
MARGINOFAFFO%

(847)
83,060 8,226
84.5%

458

Aliansce
Consolidated
2009Managerial

Netrevenues

24

14,149

(3,635)

112,474

14,189

(847)
(7,698) 83,588
74.3%

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues

Aliansce
Exclusionofincome
Consolidated
from
2010Managerial
Frascatti/Cencom
(amountsinthousandsofreais)
145,494 11,534 157,028
(11,250) (70) (11,320)
134,244 11,464 145,708

Costofrentalsandservices
Grossincome

(39,252) (2,072)
94,992 9,392

(41,324)

104,384

Operatingincome/expenses
Administrativeandgeneralexpenses
DepreciationandAmortization
Otheroperatingincome/(expenses)

(25,556)
(24,687)
(257)
(612)

824

824

(24,732)
(24,687)
(257)
212

Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements
PeriodendedSeptember30,2010

Aliansce
Consolidated
2010Financial

69.62%Shopping
ViaParque

Financialincome/(expenses)

(5,218) 135

(5,083)

Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes

64,218 10,351
(18,723)

74,569
(18,723)

MinorityInterest
Netincome/(loss)fortheperiod

(2,643)
42,852 10,351

(2,643)
53,203

Aliansce
69.62%Shopping
Consolidated
ViaParque
2010Financial
(amountsinthousandsofreais)

Exclusionofincome
from
Frascatti/Cencom

Aliansce
Consolidated
2010Managerial

Netrevenues
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
EBITDA
MARGINEBITDA%
(+)/()Nonrecurring(expenses)/income
(+)Properationalexpenses
(+/)Others
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome

134,244
(39,252)
(25,556)
13,502
( )
82,937
61.8%
3,798
3,798

86,735
64.6%
42,852

11,464
(2,072)
824
350
10,566

(825)

(825)
9,741

10,351

145,708
(41,324)
(24,732)
13,852
93,504
64.2%
2,973
3,798
(825)
96,477
66.2%
53,203

(+)DepreciationandAmortization
(=)FFO
MARGINOFFFO%

13,502 350
56,354 10,701
42.0%

13,852
67,055
46.0%

(825)

2,973

ConciliationofEBITDA/adjustedEBITDAandFFO/ajustedFFO
PeriodendedSeptember30,2010

(+)/()Noncurrentexpenses/(income)

3,798

(+)SWAP
(+)Financialexpensesnotpaid

(9,316)
49,055

(9,316)
49,055

(+)noncashtaxes
(=)ADJUSTEDFFO
MARGINOFAFFO%

12,647
112,538 9,876
83.8%

12,647
122,414
84.0%

25

Cash Flow
AliansceFinancial
Statements

CashFlowStatement

09/30/2010

69.62%ViaParque
09/30/2010

AliansceManagerial
Consolidated
09/30/2010

OperatingActivities
NetProfitfortheperiod
DepreciationandAmortization
Deferredincomeandsocialcontributiontax
StockOptionplan
RealEstatecreditcertificates
Fairvalueoffinancialderivativesinstruments
Straightlinerentadjustment

45,493
13,595
12,647
796
49,055
(9,316)
(5,750)

10,353
352

Resourcesfromincome

106,520

10,705 117,225

Decrease(increase)inassets
Accountsreceivableclients
Accountsreceivable
Taxesrecoverable
Advances
Othercredits
Relatedpartytransactions

(3,353)
(31,127)
28,179
(1,026)
(806)
(2,482)
(2,395)

(6,812)
536
(673)
71
30
(472)

(10,165)
(30,591)
27,506
(955)
(776)
(2,954)
(2,395)

Increase(decrease)inliabilities
Suppliers
Taxesandcontributionspayable
Deferredtaxes
Otherobligations
DeferredRevenue
Relatedpartytransactions

9,441
(8,410)
13,394
(14,340)
16,705
2,635
(543)

(576)
69
(153)

(926)
11
423

8,865
(8,341)
13,241
(14,340)
15,779
2,646
(120)

NetCashGeneratedinOperatingActivities
InvestmentActivities

112,608

3,317 115,925

Investmentsinsecurites
Investmentinproperties
Decrease(increase)oninvestments
Obligationforpurchaseofassets
Increaseofintangibleasset

(361,082)
(164,007)
1
(30,000)
(12,863)

2,231

NetCashUsedinInvestmentActivities

(567,951) 2,231 (565,720)

FinancingActivities
Capitalincrease
Stockissueexpenses
Dividendpayable
IncreaseinLoansandfinancing
DecreaseinRealEstatereceivablecertificates
AccountsreceivableCCI

450,000
(23,415)
(7,190)
45,659
(37,020)
30,000

450,000
(23,415)
(7,190)
45,659
(37,020)
30,000

NetCashGeneratedinFinancingActivities

458,034

458,034

Increase(Decrease)inCashandCashEquivalents

2,691

5,548 8,239

CashandCashEquivalentsattheendofthePeriod
CashandCashEquivalentsatthebeginningofthePeriod

12,118
9,427

7,561 19,679
2,013 11,440

IncreaseinCashandCashEquivalents

2,691

5,548 8,239

26

55,846
13,947
12,647
796
49,055
(9,316)
(5,750)

(361,082)
(161,776)
1
(30,000)
(12,863)

Balance sheet
ManagerialBalanceSheet

AliansceFinancialStatements

69.62%ViaParque

ConsolidationCrossoff

09/30/2010(*)

12/31/2009

09/30/2010(*)

12/31/2009

09/30/2010(*)

12/31/2009

12,118
415,230
32,761
4,493
2,654
2,597
2,144
471,997

9,427
47,844
32,244
3,467
1,847
30,000
3,150
127,979

1,394
6,167
2,391

38

595
10,585

903
1,110
2,258
72
68

222
4,633

1,054
145,506
182
21,094
14,303
6,730
172
1,133
1,108,915
230,535
1,529,624
2,001,621

998
145,506
958
18,699
17,783
3,314
173
1,073
946,920
217,765
1,353,189
1,481,168

50,311

50,311
60,896

52,894

52,894
57,527

43,280
66,697
12,707
4,035
7,156

11,465
145,340

35,273
11,720
21,117
4,981
37,156
7,190
7,428
124,865

91

416
472
979

130,156
391,559
55,524
31,258
50,775
10,132
3,023
66,982
3,711
743,120

81,713
410,134
50,000
31,801
48,140
9,356
12,340
55,607
36,541
735,632

916,342
(23,416)
798
1,514
25,997
42,850
67,328
9,850

MinorityInterest
71,898
TotalShareholders'Equity
1,113,161
2,001,621
Totalliabilitiesandshareholders'equity
(*)AliansceConsolidatedfinancialinformationcontemplatestheeffectsofIFRS.

ASSETS
Current
Cashandcashequivalents
Securities
Accountsreceivable
Taxesrecoverable
Advancestothirdparties
Amountsreceivable
Otherreceivables
TotalCurrentAssets
NonCurrent
Accountsreceivable
Securities
Amountsreceivable
Relatedpartytransactions
Deferredtaxes
Otherreceivables
Investments
Property,plantandequipment
Propertyforinvestments
Intangibleassets
TotalNoncurrentAssets
TotalAssets
LIABILITIES
Current
Loansandfinancing
Realestatecreditnote
Suppliers
Taxesandcontributionspayable
Obligationsforpurchaseofassets
Dividendspayable
Others
TotalCurrentLiabilities
NonCurrentLiabilities
Loansandfinancing
Realestatecreditnote
Obligationsforpurchaseofassets
Relatedpartytransactions
Deferredincome
Provisionforcontingencies
Derivativefinancialinstruments
Deferredincomeandsocialcontributiontax
Otherliabilities
TotalNonCurrentLiabilities
Shareholders'Equity
Capital
()IPOexpenses
CapitalReserve
LegalReserve
Reserveforinvestments
Accumulatedprofit(losses)
Equityevaluationadjustment
Sharesacquisitionnoncontrolling/minorityinterest

AliansceManagerialConsolidated
09/30/2010(*)

12/31/2009

13,512
421,397
35,152
4,493
2,692
2,597
2,739
482,582

10,330
48,954
34,502
3,539
1,915
30,000
3,372
132,612

(145,506)

(145,506)
(145,506)

(145,506)

(145,506)
(145,506)

1,054

182
21,094
14,303
6,730
172
1,133
1,159,226
230,535
1,434,429
1,917,011

998

958
18,699
17,783
3,314
173
1,073
999,814
217,765
1,260,577
1,393,189

22

1,044
1,066

43,280
66,697
12,798
4,035
7,156
416
11,937
146,319

35,273
11,720
21,139
4,981
37,156
7,190
8,472
125,931

1,162

1,162

1,235

1,235

(44,044)

(44,044)

(41,901)
(124)
(42,025)

130,156
391,559
55,524
31,258
50,775
11,294
3,023
22,938
3,711
700,238

81,713
410,134
50,000
31,801
48,140
10,591
12,340
13,706
36,417
694,842

466,342

2
1,514
25,997

63,169
9,052

55,528

3,227

55,528

(302)

(55,528)

40,644
(86,578)

(55,528)

34,464
(82,417)

916,342
(23,416)
798
1,514
25,997
86,721
(19,250)
9,850

466,342

2
1,514
25,997
34,162
(19,248)
9,052

54,595
620,671
1,481,168

58,755
60,896

55,226
57,527


71,898
(101,462) (103,481) 1,070,454
(145,506) (145,506) 1,917,011

54,595
572,416
1,393,189

27

Comparison of the consolidated and managerial financial statements for the periods
ended September 30, 2009 and 2010:
ConsolidatedFinancialStatements

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)

3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
50,572
36,875
37.1%
145,494
(3,927)
(3,037)
29.3%
(11,250)
3Q10

9M09

9M10/9M09
%

106,524
(8,199)

36.6%
37.2%

134,244
(39,252)
94,992
(25,556)
(24,687)

(257)
(612)

98,325
(32,907)
65,418
(12,683)
(18,202)
4,684
(247)
1,082

36.5%
19.3%
45.2%
101.5%
35.6%
100.0%
4.0%
156.6%

3Q09

46,645
(13,423)
33,222
(8,121)
(7,762)

(95)
(264)

33,838
(10,720)
23,118
(3,106)
(5,975)
1,617
(76)
1,328

37.8%
25.2%
43.7%
161.5%
29.9%
100.0%
25.0%
119.9%

Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes

(1,245)
23,856
(2,341)

(1,264)
18,748
(2,290)

1.5%
27.2%
2.2%

(5,218)
64,218
(6,076)

(21,657)
31,078
(6,484)

75.9%
106.6%
6.3%

Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheperiod

(3,937)
(632)
16,946

(1,532)
(1,367)
13,559

157.0%
53.8%
25.0%

(12,647)
(2,643)
42,852

847
(3,635)
21,806

1593.2%
27.3%
96.5%

9M09

9M10/9M09
%

157,028
(11,320)
145,708

120,792
(8,318)
112,474

30.0%
36.1%
29.5%

(41,324)
104,384
(24,733)
(24,688)

(257)
212

(39,446)
73,028
(14,205)
(18,160)
314
(247)
3,888

4.8%
42.9%
74.1%
35.9%
100.0%
4.0%
94.5%

ManagerialFinancialInformation

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)

3Q10/3Q09
9M10
%
(AmountsinthousandsofReais,exceptpercentages)
3Q10

3Q09

54,016
(3,937)
50,079

42,169
(3,102)
39,067

28.1%
26.9%
28.2%

(13,895)
36,184
(7,949)
(7,762)

(95)
(92)

(13,767)
25,300
(6,062)
(5,939)
68
(99)
(92)

0.9%
43.0%
31.1%
30.7%
100.0%
4.0%
0.0%

Financialincome/(expenses)

(1,154)

(1,177)

2.0%

(5,083)

(21,603)

76.5%

Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes

27,081
(2,341)

18,061
(2,294)

49.9%
2.0%

74,568
(6,076)

37,220
(6,475)

100.3%
6.2%

Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheperiod

(3,937)
(632)
20,171

(1,532)
(1,367)
12,868

157.0%
53.8%
56.8%

(12,647)
(2,643)
53,202

847
(3,635)
27,957

1593.2%
27.3%
90.3%

Note: Includes the consolidation of 69.62% of the investment in Via Parque Shopping and excludes Shopping
Leblons results for the financial statements dated September 30, 2009.

28

KPMG Auditores Independentes


Av. Almirante Barroso, 52 - 4
20031-000 - Rio de Janeiro, RJ - Brasil
Caixa Postal 2888
20001-970 - Rio de Janeiro, RJ - Brasil

Central Tel
Fax
Internet

55 (21) 3515-9400
55 (21) 3515-9000
www.kpmg.com.br

Review report on Quarterly Information


(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and
Exchange Commission - CVM, prepared in accordance with the accounting practices adopted in
Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS)

To
The Board of Directors and Shareholders of
Aliansce Shopping Centers S.A.
Rio de Janeiro - RJ
1. We have reviewed the accounting information included in the individual Quarterly
Information - ITR of Aliansce Shopping Centers S.A. (The Company), comprising the
balance sheet and statements of operations, comprehensive income, changes in shareholders
equity and cash flows and the consolidated Quarterly Information of this Company and its
subsidiaries, comprising the consolidated balance sheet and the consolidated statements of
operations, comprehensive income, changes in shareholders equity and cash flows, both
referring to the quarter ended September 30, 2010, which includes the explanatory notes and
the performance report, which are the responsibility of its management.
2. Our review was performed in accordance with the review standards established by
IBRACON - The Brazilian Institute of Independent Auditors and the Federal Accounting
Council - CFC, which comprised, mainly: (a) inquiry and discussion with the management
responsible for the accounting, financial and operational areas of the Company and its
subsidiaries, regarding the main criteria adopted in the preparation of the Quarterly
Information; and (b) review of the information and subsequent events, which have, or may
have, a material effect on the financial and operational position of the Company and its
subsidiaries.
3. Based on our review, we are not aware of any material change that should be made to the
accounting information contained in the individual Quarterly Information of Aliansce
Shopping Centers S.A. referred to above, for them to be in accordance with accounting rules
adopted in Brazil, notably the technical pronouncement CPC 21 - Interim Financial
Reporting and rules issued by the Brazilian Securities Commission - CVM applicable to the
preparation of the Quarterly Information.
4. Based on our review we are also not aware of any material change that should be made to the
accounting information contained in the consolidated Quarterly Information of Aliansce
Shopping Centers S.A. and its subsidiaries referred to above, for them to be in accordance
with the International Financial Reporting Standards (IFRS), notably the standard IAS 34 Interim Financial Reporting, issued by International Accounting Standards Board (IASB),
and rules issued by the Brazilian Securities Commission - CVM, applicable to the preparation
of the Quarterly Information.

29
KPMG Auditores Independentes, uma sociedade simples brasileira e
firma-membro da rede KPMG de firmas-membro independentes e
afiliadas KPMG International Cooperative (KPMG International),
uma entidade sua.

KPMG Auditores Independentes, a Brazilian entity and a member firm


of the KPMG network of independent member firms affiliated with
KPMG International Cooperative (KPMG International), a Swiss
entity.

5. As mentioned in explanatory note 3, during the year 2009, CVM approved several
Pronouncements, Interpretations and Technical Orientations issued by the Accounting
Pronouncements Committee (CPC) which are effective for 2010, and changed the accounting
practices adopted in Brazil. These changes were adopted by the Company and its subsidiaries
in the preparation of the individual Quarterly Information of the Company for the quarter
ended September 30, 2010 and disclosed in explanatory note 3. The individual Quarterly
Information are being restated and, therefore, are different from those originally stated by the
Company including our review report, dated November 04, 2010. The individual Quarterly
Information related to the year and period of 2009, presented for comparison purposes, were
adjusted to include the changes in accounting practices adopted in Brazil in force for 2010.
6. As mentioned in explanatory note 3, the Company and its subsidiaries started to present from
2010 on, consolidated Quarterly Information in accordance with International Financial
Reporting Standards - IFRS, notably the standard IAS 34 - Interim Financial Reporting,
issued by the IASB. The consolidated Quarterly Information of the Company and its
subsidiaries related to the year and period ended 2009, prepared in accordance with the
mentioned International Accounting Standards, are being presented for comparison purposes.
7. Our review was performed to issue a report on the review of the accounting information
included in the individual Quarterly Information of this Company as mentioned in the first
paragraph, taken as a whole. The individual and consolidated Statements of Value Added
(DVA), required by Brazilian corporate law, are not required by the International Accounting
Standards issued by the IASB and are being presented for purposes of additional analysis.
This supplementary information has been submitted to the same review procedures applied to
the accounting information included in the Quarterly Information of the Company, and based
on our review, we are not aware of any material changes that should be made for it to be in
accordance with the accounting information included in the Quarterly Information mentioned
in the first paragraph, taken as a whole.

Rio de Janeiro, May 10, 2011

KPMG Auditores Independentes


CRC-SP-014428/O-6-F-RJ

Original in Portuguese signed by


Marcelo Luiz Ferreira
Accountant CRC RJ-087095/O-7

30

Aliansce Shopping Centers S.A.


(Publicly-held company)

Balance sheets
September 30, 2010 and December 31, 2009
(In thousands of Reais)

Aliansce Consolidated - IFRS


Assets
Current assets
Cash and cash equivalents
Securities
Accounts receivable
Dividends receivable
Recoverable taxes
Advances to third-parties
Amounts receivable
Other receivables

Note

7
8
9

9/30/2010
Re-pres.

12/31/2009

Aliansce Parent company - BR GAAP


9/30/2010
Re-pres.

12/31/2009

12,118
415,230
32,761
4,493
2,654
2,597
2,144

9,427
47,844
32,244
23
3,467
1,847
30,000
3,127

1,989
389,023
5,489
2,679
1,725
1,250
2,597
857

1,654
22,649
5,910
3,256
687
1,088
30,000
3,137

471,997

127,979

405,609

68,381

Aliansce Consolidated - IFRS


Liabilities

Note

Current liabilities
Loans and financing
Real estate credit note
Suppliers
Taxes and contributions payable
Obligations for purchase of assets
Dividends payable
Other liabilities

15
16
17
18
19

9/30/2010
Re-pres.

12/31/2009

Aliansce Parent company - BR GAAP


9/30/2010
Re-pres.

12/31/2009

43,280
66,697
12,707
4,035
7,156
11,465

35,273
11,720
21,117
4,981
37,156
7,190
7,428

32,348
20,715
2,297
338
2,205

31,825
7,336
2,025
143
7,190
1,963

145,340

124,865

57,903

50,482

130,156
391,559
55,524
31,258
50,775
10,132
3,023
66,982
3,710

81,713
440,134
50,000
31,801
48,140
9,356
12,340
55,607
6,541

4,444
75,078
49,243
2,902
3,023
44,376
59,312
3,600

24,444
90,680
54,189
2,035
12,340
41,949
54,701
6,433

743,119

735,632

241,978

286,771

916,342
(23,418)
2
1,514
25,997
798
42,850
67,297
9,850

466,342
2
1,514
25,997
63,169
9,052

916,342
(23,418)
2
1,514
25,997
798
42,850
67,297
9,850

466,342
2
1,514
25,997
63,169
9,052

Non-current liabilities
Non-current assets
Accounts receivable
Securities
Deferred income and social contribution taxes
Amounts receivable
Judicial deposits
Related party transactions
Other receivables
Investments
Investment property
Fixed assets for use
Intangible assets

9
8
22
21
10
11
13
12
14

1,054
145,506
14,271
182
21,094
6,730
172
1,108,915
1,133
230,535

998
145,506
17,783
958
18,699
3,314
173
946,920
1,073
217,765

145,506
3,655
8
4,161
541
721,296
991
59,346

145,506
6,215
8
4,920
766
618,009
982
58,542

1,529,592

1,353,189

935,504

834,948

Loans and financing


Real estate credit note
Obligations for purchase of assets
Related party transactions
Deferred income
Provision for contingencies
Derivative financial instruments
Deferred income and social contribution tax
Debentures
Other liabilities

Shareholders' equity
Capital
Expenses with issuing of shares
Capital reserve
Legal reserve
Profit reserve
Options granted exercised
Retained earnings (loss)
Equity evaluation adjustment
Transactions with shareholders

1,481,168

1,341,113

903,329

24

566,076

1,041,232

71,898

54,595

Total shareholders' equity

1,113,130

620,671

1,041,232

566,076

Total liabilities and shareholders' equity

2,001,589
-

1,481,168
-

1,341,113
-

903,329
-

Non-controlling interest

2,001,589

22
23

1,041,232

Shareholders' equity attributable to controlling shareholders

Total assets

15
16
19
10
20
21

See the accompanying notes to the financial statements.

31

566,076

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of income
Periods ended September 30, 2010 and 2009
(In thousands of Reais, except net income per share)

Aliansce Consolidated - IFRS


Note

9/30/2010
Re-pres.

9/30/2009
Re-pres.

Aliansce Parent company BRGAAP


9/30/2010
Re-pres.

9/30/2009
Re-pres.

Net revenue from rental and services

27/01/1900

134,244

98,325

42,369

38,746

Cost of rentals and services

28/01/1900

(39,252)

(32,907)

(29,360)

(28,705)

94,992

65,418

13,009

10,041

(24,705)
(240)
(613)

(18,067)
4,684
(382)
1,083

(21,944)
39,657
(94)
(715)

(14,799)
43,277
(290)
(2,360)

(25,558)

(12,682)

16,904

25,828

(57,125)
51,907

(38,370)
16,713

(22,167)
38,050

(22,146)
4,451

(5,218)

(21,657)

15,883

(17,695)

64,216

31,079

45,796

18,174

(18,723)
(6,076)
(12,647)

(5,637)
(6,484)
847

(2,946)
(102)
(2,844)

3,632
3,632

Net income for the year

45,493

25,442

42,850

21,806

Income attributable to:


Controlling shareholders
Non-controlling shareholders

42,850
2,643

21,807
3,635

42,850
-

21,806
-

Net income for the year

45,493

25,442

42,850

21,806

Gross income
Operating income (expenses)
Administrative and general expenses
Equity in income of subsidiaries and associated companies
Legal and tax expenses
Other operating income (expenses)

29/01/1900

31/01/1900

30

Financial income (loss)


Financial expenses
Financial income

Net income before taxes


Total income and social contribution taxes
Current income and social contribution taxes
Deferred income and social contribution taxes

Net earnings per share - basic (in R$)

02/02/1900

0.3487

0.3256

0.3487

0.3255

Net earnings per share - diluted (in R$)

02/02/1900

0.3443

0.3256

0.3443

0.3255

See the accompanying notes to the financial statements.

32

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of comprehensive income


Periods ended September 30, 2010 and 2009
(In thousands of Reais)

Aliansce Consolidated
Nota
Net income for the period
Other comprehensive income:
Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income

Total comprehensive income

See the accompanying notes to the financial statements.

33

Aliansce

9/30/2010

9/30/2009

9/30/2010

9/30/2009

42,850

21,807

42,850

21,806

6,305
(2,177)

1,278
(434)

6,305
(2,177)

1,278
(434)

4,128

844

4,128

844

46,978

22,651

46,978

22,650

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of changes in shareholders' equity


Periods ended September 30, 2010 and 2009
(In thousands of Reais)

Aliansce Consolidated

Capital
reserve

Capital

Expenditure
with issuance
of shares

Legal
reserve

Unrealized
profit
reserve

Equity
evaluation
adjustment

Transactions with
shareholders

Retained
earnings
(loss)

Minority
interest

Total

Total

552,080

53,195

(4,371)

600,904

47,822

648,726

21,806

21,806

3,635

25,441

21,806

21,806

3,635

25,441

Other comprehensive income


Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income

1,278
(434)

1,278
(434)

1,278
(434)

Total other comprehensive income

844

844

844

19,685

19,685

Balances at September 30, 2009 (Re-presentation)

552,083

54,039

17,435

623,559

71,142

694,701

Balances at January 1, 2010

466,342

1,514

25,997

63,169

9,052

566,076

54,595

620,671

42,850

42,850

2,643

45,493

42,850

42,850

2,643

45,493

6,305
(2,177)
4,128

6,305
(2,177)
4,128

450,000
-

796

(23,416)
-

798
-

450,000
(23,416)
798
796

450,000

796

(23,416)

916,342

798

Balances at January 1, 2009


Net income for the period

y
recorded in shareholders' equity:
Capital increase

Transactions with non-controlling shareholders

Net income for the period

Other comprehensive income


Gross variation in the fair value of financial assets available for sale
Income and social contribution taxes on other comprehensive income
Total other comprehensive income
y
recorded in shareholders' equity:
Capital increase
Expenditure with issuance of shares
Gain in the purchase of shares of non-controlling shareholders
Stock options granted

g
recorded in shareholders' equity:
Balances at September 30, 2010 (Re-presentation)

(23,416)

6,305
(2,177)
4,128

450,000
(23,416)
798
796
428,178

798

428,178

14,660

14,660

1,514

25,997

67,297

9,850

42,850

1,041,232

71,898

1,113,130

See the accompanying notes to the financial statements.

34

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of cash flows


Periods ended September 30, 2010 and 2009
(In thousands of Reais)
Aliansce
Consolidated - IFRS
9/30/2010
Operational activities
Net income for the period
Adjustments to net income arising from
Rent - Linear
Depreciation and amortization
Equity in income of subsidiaries
Income (loss) in investments
Sales of FIIVPS quotas
Compensation based on stock options
Interest appropriation / monetary variations on financial operations
Fair value of derivative financial instrument
Deferred income and social contribution taxes

9/30/2009

Increase (decrease) in liabilities


Suppliers
Taxes and contributions payable
Taxes paid
Other liabilities
Deferred income
Increase (decrease) in related party transactions

Dividends received

9/30/2010

9/30/2009

45,493

25,442

42,850

21,806

(5,750)
13,595
796
49,055
(9,316)
12,647

(4,739)
13,732
(4,684)
(3,276)
(18,469)
32,119
8,745
(847)

(521)
2,038
(39,657)
796
18,047
(9,316)
2,844

(1,208)
3,080
(43,277)
1,142
(18,469)
7,596
8,745
(3,632)

48,023

17,081

(24,217)

5,177
28,179
(2,482)
(1,026)
(806)
(2,395)

4,815
(753)
(1,389)
(704)
(1,328)
(137)
4,760

942
27,403
3,010
(1,038)
(162)
759

1,677
73
2,686
(759)
(609)
(6)
552

26,647

5,264

30,914

3,614

(8,410)
13,394
(14,340)
16,705
2,635
(543)

15,709
8,840
(9,463)
11,995
5,752
13,388

272
1,288
(1,093)
(2,623)
867
(4,946)

(813)
1,271
(1,191)
192
1,332
27,027

9,441

46,221

(6,235)

27,818

106,520
Increase (decrease) in assets
Trade accounts receivable
Amounts receivable
Other receivables
Recoverable taxes
Advances
Increase in judicial deposits
Related party transactions

Aliansce - BRGAAP

3,868

17,982

2,695

142,608

103,376

59,742

9,910

(184)
(163,823)
1
(361,082)
(30,000)
(12,863)

(206)
(211,675)
2,022
45,552
2,866
(2,778)

(199)
(82,605)
(360,070)
(863)

(45)
(32,889)
36,936
(182)

(567,951)

(164,219)

(443,737)

3,820

Financing activities
Capital increase
Expenditure with issuance of shares
Dividends paid
Payment of interests of loans and financing
Payment of principal of loans and financing
Payment of interest of Real Estate Credit Notes (CCI)
Payment of principal of Real Estate Credit Notes (CCI)
Loans and financing
Issue of Real Estate Credit Notes
Issuance of debentures

450,000
(23,415)
(7,190)
(5,200)
(21,624)
(28,519)
(5,180)
72,483
(3,321)
-

3
(8,583)
(92,616)
(3,377)
42,928
118,962
-

450,000
(23,415)
(7,190)
(3,327)
(20,000)
(6,861)
(5,157)
635
(357)
2

3
(5,155)
(90,000)
29,644
(1)
49,825

Net cash generated (consumed) in financing activities

428,034

57,317

384,330

(15,684)

335

(1,954)

Net cash generated in operational activities


Investment activities
(Purchase) of property, plant and equipment
(Acquisition) of investment property
(Acquistion) of investments
(Investment in)/Redemption of securities
(Payment)/ formation of obligations for purchase of assets
Acquisition of intangible assets

Net Increase (decrease) in cash and cash equivalents

Balance of cash and cash equivalents at the end of the period


Balance of cash and cash equivalents at the beginning of the period
Net Increase (decrease) in cash and cash equivalents

2,691

(3,526)

12,118
9,427

5,254
8,780

2,691

(3,526)

See the accompanying notes to the financial statements.

35

1,989
1,654
335
-

810
2,764
(1,954)
-

Aliansce Shopping Centers S.A.


(Publicly-held company)

Statements of added value


Periods ended September 30, 2010 and 2009
(In thousands of Reais)

Aliansce
Consolidated - IFRS
9/30/2010
Revenues
Gross income from rental and services
Allowance for doubtful accounts
Other income

9/30/2009

Aliansce - BRGAAP
9/30/2010

9/30/2009

134,244
(1,566)
-

98,325
(1,778)
3,276

42,369
(708)
-

38,746
(861)
(1,142)

132,678

99,823

41,661

36,743

(24,442)
(8,974)

(17,644)
(37,249)

(26,862)
(6,619)

(24,939)
(23,064)

(33,416)

(54,893)

(33,481)

(48,003)

(10,812)

(13,732)

(248)

(175)

Net added value generated by the Company

88,450

31,198

7,932

(11,435)

Added value received as transfer


Equity income (loss)
Financial income

51,907

4,684
16,713

39,657
38,050

43,277
4,451

51,907

21,397

77,707

47,728

140,357

52,595

85,639

36,293

15,661
11,097
4,564
-

9,932
6,409
3,523

15,556
10,992
4,564
-

9,890
6,367
3,523

Taxes
Federal/Municipal

18,963
18,963

6,020
6,020

3,040
3,040

(3,342)
(3,342)

Lenders
Interest and other financial expenses
Rents

57,790
57,125
665

39,272
38,370
902

22,497
22,167
330

22,530
22,146
384

Remuneration of own capital


Dividends
Retained earnings

47,943

(2,629)

44,546

7,215

47,943

(2,629)

44,546

7,215

140,357

52,595

85,639

36,293

Inputs acquired by third parties (include ICMS and IPI)


Cost of rentals and services
Materials, energy, outsourced services and other operating expenses

Retentions
Depreciation and amortization

Total added value payable


Distribution of added value
Employees
Salaries and payroll charges
Management fees
Employee gain sharing

See the accompanying notes to the financial statements.

36

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


September 30, 2010
(In thousands of Reais)

Operations
a) Controlling interest
Aliansce Shopping Centers S.A. ("Aliansce" or "Company"), headquartered in Brazil, with
head offices in Rio de Janeiro, is a public-held company formed by the joint venture between
Renato Rique (individual) and General Growth Properties, Inc. ("GGP"), owner of shopping
malls and administrator of own and third party ventures in the United States of America that,
as strategic investigators, they have extensive experience in the development and
management of shopping centers. The principal shareholders are represented by Rique
Empreendimentos e Participaes Ltda. and GGP Brazil I L.L.C., besides an institutional
investor with a strong reputation in the financial market, GBP I Fundo de Investimento em
Participaes ("GBPFIP"), managed by GIF Gesto de Investimentos e Participaes Ltda.
("GIF Gesto").
The Company's main activity is to participate directly or indirectly in the economic
exploration of commercial centers, shopping centers and alike, and it may take part in other
companies in the capacity of partner or shareholder, as well as the render of commercial
advisory services, management of shopping centers and condominium management in
general.

b) Corporate events that occurred in the third quarter of 2010


On July 5, the Company acquired for R$ 7,725 a 50% interest in the company Norte
Shopping Belm S.A. (holder of a 100% interest in the undertaking known as Parque
Shopping Belm), which is still in the pre-operational phase, located in Belm, state of Par.
The total investment of the Company in this undertaking up to the conclusion date will be R$
63,500. On the same date, the Company subscribed to 13,806 new ordinary shares, for the
value of R$ 15,829. Thus, the Company now holds 20,709 common shares, in the total
amount of R$ 22,732, with 75% of equity interest in the company.

37

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

On July 26, 2010, Albarpa Participaes Ltda, one of the Company's subsidiaries, increased
its interest in Super Shopping Osasco, by means of acquisition of the additional ideal fraction
of 2.0571% of the undertaking for the amount of R$ 1,728, increasing its interest in the
Shopping to 33.58%
On August 11, 2010, the Company sold 25% of its interest in the company Norte Shopping
Belm S.A to Cyrela Commercial Properties S.A. Empreendimentos e Participaes for the
amount of R$2,597, and the agreed amount will be entitled to monetary updating of 80% of
CDI since de signing date up to the actual payment date. Thus, the Company now holds 50%
of equity interest in the company.

Company's entities
The consolidated financial statements include information from the Company and the following
subsidiary and affiliated companies:
Equity interest
Relevant subsidiaries
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Shopping Boulevard Belm S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Acapurana Participaes Ltda.
Manati Empreendimentos e Participaes S.A.
SCGR Empreendimentos e Participaes S.A
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.

38

09/30/2010

12/31/2009

99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%

99.99%
99.99%
70.00%
75.00%
99.99%
100.00%
99.99%
99.99%
50.00%
50.00%
50.00%
50.00%
99.99%

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Equity interest
Relevant subsidiaries
Aliansce Estacionamentos Ltda.
Aliansce Services - Servios Administrativos Gerais Ltda
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.

09/30/2010

12/31/2009

99.99%
99.99%
100.00%
100.00%

100.00%
100.00%

Presentation of quarterly information


Individual and consolidated quarterly information of the Company for the period ended
September 30, 2010 is being re-submitted as required by CVM Resolution 603/2009, for the
purposes of adopting the new CPC pronouncements, interpretations and guidance issued in 2009.
The Company and its subsidiaries started presenting, as of the year 2010, their individual and
consolidated Quarterly information in accordance with the CPC 21 - Interim Statements and IAS
34 - Interim Financial Reporting pronouncements, respectively. The Quarterly Information for
the year and period of 2009, presented for comparative purposes, are being re-submitted on the
same bases.
The Consolidated Quarterly Information is being presented according to international financial
reporting standards ("IFRS") issued by the International Accounting Standards Board - IASB,
and the Individual Quarterly Information is being submitted according to accounting practices
adopted in Brazil, in compliance with the provisions contained in the Corporation Law, and
incorporates the changes introduced through Law n 11638/2007 and 11941/2009, supplemented
by the new pronouncements, interpretations and guidelines of CPC, issued in 2009, approved by
resolutions of CFC, and according to rules of the Brazilian Securities Commission (CVM).
Note 3.2 shows the reconciliation of shareholders' equity and statement of income (Consolidated
and of Aliansce) with the corresponding amounts due to the impacts of IFRS and CPC for the
period ended September 30, 2010.

39

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Financial statements of 2009


Up to December 31, 2009, the Company presented its individual and consolidated financial
statements in accordance with the accounting practices adopted in Brazil, which embodied the
changes introduced by Laws 11638/2007 and 11941/2009 (Provisional Act 449/2008),
complemented by the pronouncements of the Accounting Pronouncements Committee (CPC),
approved by resolutions of the Federal Accounting Council (CFC) and rules issued by the
Brazilian Securities Commission (CVM) through December 31, 2008.
As established in CVM Resolution 609/2009 (CPC 37 - First-time Adoption of the International
Accounting Standards), the international standards were applied retrospectively to January 1,
2009. Therefore, the financial statements originally disclosed were adjusted and are presented in
accordance with the international accounting standards.

3.1

Transition of the accounting practices


In compliance with the convergence of accounting practices adopted in Brazil to international
accounting standards (IFRS), the Company presents below the main impacts produced on the
consolidated financial statements:

Interest capitalization - CPC 20


Capitalization of interest on the loans taken out by the Company, where the funds were
earmarked for the development of new assets and expansions of operating ventures, even if
not earmarked. The interest now recorded in financial expense was reclassified to investment
property in the amount of R$10,153 in 2009 and R$ 10,753 and R$ 7,131 on September 30,
2010 and 2009, respectively.

Acquisition of non-controlling interest - ICPC 09


For the acquisition of non-controlling interest, the Company measured the fair value of all
assets and liabilities regarding non-controlling interest acquired as of January 1, 2009, and
recognized the negative goodwill of such acquisition directly in Shareholders' equity, as a
transaction among shareholders.

40

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The acquisition of non-controlling interest by the Company had the following effects:

Transfer of goodwill recorded in intangible assets (future profitability) for investment


property in the amount of R$43,850 in 2009;

Recognition of goodwill by means of the difference between the fair value and the book
value determined in the acquisition of investments in associated companies and
subsidiaries, with an impact in Investment property in the amount of R$57,565 and
R$9,052, respectively, as a contra entry in Shareholders' equity occurred in 2009.

Recognition of goodwill by means of the difference between the fair value and the book
value determined in the acquisition of investments in associated companies and
subsidiaries, with an impact in Investment property in the amount of R$1,208 and R$797,
respectively, as counterpart the entry in Shareholders' equity, net of tax effects, occurred
in the second quarter of 2010.

Write-off of deferred assets and elimination of the amortization of deferred charges CPC 37
The Company eliminated the net balances of deferred assets as well as the amortization of
deferred charges accounted for in net income, as follows:
-

Reversal of the net balance of deferred charges for alignment of equity valuation
adjustment in the amount of R$19,248 on January 1, 2009;and

Reversal of the amortization of deferred charges in the amount of R$3,080 in 2009 and
R$ 1,888 and R$1,657 on September 30, 2010 and 2009, respectively.

41

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

3.2

Reconciliation of shareholders' equity and statement of income


We present below the amounts corresponding to the impacts generated by Consolidated and
Aliansce's information in the shareholders' equity and statement of income for the quarter ended
September 30, 2010, corresponding to the changes introduced by IFRS and CPCs. It is worth
mentioning that the effects on the balance sheet of 2009 and of the second quarter of 2010 are
already reflected in the presentation of the quarterly information.

Shareholders' equity
Consolidated

Parent company

09/30/2010

12/31/2009

09/30/2010

12/31/2009

Shareholders' equity before IFRS adjustments


Reclassification - initial adoption
Write-off of deferred assets
Amortization of goodwill arising from the fair value of
investment
Borrowing Cost
Review of the useful life calculation of assets
Bargain in purchase regarding adoption of ICPC 09
Interest of non-controlling shareholders

1,031,230
(950)
(11,510)

568,810
(950)
(13,095)

1,034,037
(15,267)

571,844
(17,079)

(4,498)
10,095
7,015
9,850
71,898

(2,619)
4,878
9,052
54,595

(4,498)
10,095
7,015
9,850
-

(2,619)
4,878
9,052
-

Shareholders' equity after IFRS adjustments

1,113,130

620,671

1,041,232

566,076

42

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Statement of income
Consolidated

Parent company

09/30/2010

09/30/2009

09/30/2010

09/30/2009

Net income for the period before IFRS adjustments


Reclassification - initial adoption
Reversal of the amortization of deferred charges
Amortization of goodwill arising from the fair value of
investment
Review of the useful life of the assets
Borrowing Cost - CPC 20

31,037
(228)
1,888

20,919
146
1,657

30,652
1,819

18,698
1,628

(1,848)
7,547
7,097

(1,987)
4,706

(1,853)
7,015
5,217

(1,963)
3,443

Net income for the period after IFRS adjustments

45,493

25,441

42,850

21,806

Summary of significant accounting policies


The other accounting practices adopted by the Company that did not undergo changes in relation
to the year 2009, are presented below:

a. Statement of income
Income and expenses are recognized on the accrual basis.
Revenue from services rendered is recognized in the statement of income in proportion to the
stage of completion of the service. Income is not recognized if there are significant
uncertainties as to its realization.
With the adoption of CPC 06 - Lease operations, operating rental revenue started being
recognized by the straight-line method, based on the terms of rental agreements.

43

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

b. Accounting estimates
The preparation of the financial statements in accordance with accounting practices adopted
in Brazil requires that Company's Management uses its judgment in determining and
recording accounting estimates. Assets and liabilities subject to these estimates and
assumptions include, when applicable, provision for impairment of assets, allowance for
doubtful accounts, deferred tax assets, provision for contingencies, and measurement of
financial instruments. The settlement of transactions involving these estimates may result in
significantly different amounts due to the lack of precision inherent to the process of their
determination. The Company reviews the estimates and assumptions at least once a year.

c. Financial instruments
Non-derivative financial instruments include interest earning bank deposits, investments in
debt and equity instruments, accounts receivable and other receivables, including cash and
cash equivalents, loans and financing, as well as other accounts payable and other debts.
Non-derivative financial instruments are initially recognized at fair value plus, for
instruments that are not stated at fair value through profit or loss, any directly attributable
transaction costs. After the initial recognition, the non-derivative financial instruments are
measured as described below.

Financial instruments at fair value through profit or loss


An instrument is classified by fair value through profit or loss if it is held for trading, that
is, stated as such when initially recognized. Financial instruments are stated at fair value
through profit or loss if the Company manages these investments and makes decisions on
investment and redemption based on fair value according to the strategy of investment
and risk management documented by the Company. After the initial recognition, the
attributable transaction costs are recognized in profit or loss when incurred. Financial
instruments at fair value through profit or loss are measured at fair value, and their
fluctuations are recognized in profit or loss.

44

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Instruments held to maturity


These are non-derivative assets with fixed or determinable payments, with defined
maturities for which the Company has the positive intention and capacity to hold its debt
instruments until maturity, these are classified as held to maturity. Investments held to
maturity are measured by the amortized cost using the effective interest rate method,
deducting any reductions in their recoverable value.

Instruments available for sale


The investments of the Company in equity instruments and certain assets relating to debt
instruments are classified as available for sale. Subsequent to initial recognition, they are
valued at fair value and their fluctuations, excepting reductions in their recoverable
value, and the differences in foreign currency of these instruments, are recognized
directly in shareholders' equity, net of tax impacts. When an investment fails to be
recognized, the gain or loss accumulated in shareholders' equity is transferred to result.

d. Loans and receivables


Loans and receivables should be measured at amortized cost using the effective interest rate
method, reduced by any reductions in the recoverable value.

e. Derivative financial instruments


The Company holds derivative financial instruments to hedge risks relating to interest rate.
Derivatives are initially recognized at their fair value, and the attributable transaction costs
are recognized in profit or loss when incurred. After the initial recognition, derivatives are
measured at fair value and changes are accounted for in profit or loss except in the
circumstances described below for accounting hedge transactions.

45

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

f. Current and non-current assets


Cash and cash equivalents
Include cash, positive balances in bank accounts, and interest earning bank deposits
redeemable at any moment, and with a negligible risk of change in their market value.

Trade accounts receivable


Include receivables from rent, Assignment of Right of Use (CDU) of areas and services
provided to third parties, recorded on an accrual basis on the balance sheet date and classified
as loans and receivables. Allowance for doubtful accounts is formed with a basis on the
Management estimate at an amount considered adequate to cover possible losses arising on
collection of accounts receivable.

Investments
Investments in subsidiary and affiliated companies with interest in voting capital higher than
20% or with significant influence are assessed on the equity method of accounting, plus
goodwill or deducted from negative goodwill on appreciation of assets, when applicable.
Other investments that do not fit into the category above are stated at cost of acquisition, less
the provision for devaluation, when applicable.

Property, plant and equipment


Property, plant and equipment are recorded at the cost of acquisition, formation or
construction, including interest and other financial charges incurred during project
construction or development. Depreciation is calculated by the straight-line method at rates
that vary from 4% to 20% per year and takes into account the estimated useful lives of the
assets. Capitalized financial charges are depreciated based on the same criteria and useful
lives determined for the fixed asset item to which they were taken.

46

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

In consolidated, the fixed assets balance is added by goodwill or negative goodwill on


appreciation of assets.

Intangible assets
Goodwill based on the expected future profitability was reclassified from the investments
accounts group to the intangible assets specific accounts group.
Intangible assets acquired separately are measured upon the initial recognition at cost and,
subsequently, deducted from accumulated amortization and impairment losses, when
applicable. Goodwill arising from acquisitions of investments carried out up to December 31,
2008, which has future profitability as its economic basis, was amortized on a straight-line
basis for ten years, since the dates of operations which gave rise to them accordingly. As
from January 1, 2009, they are no longer amortized, and are submitted to an annual
impairment test (Note 14).

Asset impairment
Property, plant and equipment, intangible and deferred assets are subjected to an impairment
test, at least on an annual basis, in case there are indicators of loss of value. Intangible assets
with undefined useful life are subjected to an impairment annually regardless of whether
there are indicators of any loss.

Other current and non-current assets


Stated at their net realization value.

47

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

g. Current and non-current liabilities


Current and non-current liabilities are stated at known or calculable amounts, plus, when
applicable, the corresponding charges and monetary and/or exchange variations incurred
through the balance sheet date. When applicable, current and long-term liabilities are
recorded at present value, each transaction individually, based on interest rates reflecting
each transaction's tenor, currency, and risk. The contra-entry of adjustments at present value
is recorded against the statement of item items that gave rise to such liability. The difference
between the present value of one transaction and the face value of the liability is recognized
in profit or loss throughout the term of the contract based on the amortized cost and the
effective interest rate method.

h. Provisions
Are recognized in the balance sheet when the Company has a legal or constructive obligation
as a result of a past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are recorded considering the best estimates of the
risk involved.

i. Income and social contribution taxes


The income and social contribution taxes, both current and deferred, are calculated based on
the rates of 15% plus a surcharge of 10% on taxable income in excess of R$ 240 thousand for
income tax and 9% on taxable income for social contribution on net income, and consider the
offsetting of tax loss carry forward and negative basis of social contribution, limited to 30%
of the taxable income.
Taxes and contributions due by some subsidiaries of the Company were calculated by the
deemed profit system, according to the rates determined by the legislation in force.

48

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

j. Real estate credit notes (CCI)


Recorded as a financial liability at issuance value plus income accrued calculated
based on the effective interest rate of the operation.

Consolidation of the quarterly information


The consolidated quarterly information includes the financial statements of Aliansce and its
jointly controlled subsidiaries, as described in note 11.
The assets, liabilities and results of the pro-indiviso condominiums are presented in the
consolidated quarterly information in proportion to Aliansce's indirect interest in the
condominium (via subsidiaries and joint-controlled subsidiaries).

Description of main consolidation procedures


a. Elimination of intercompany asset and liability account balances;
b. Elimination of investments of parent company in the shareholders' equity of direct and
indirect subsidiaries;
c. Elimination of intercompany income and expense balances arising from consolidated
intercompany transactions; and
Identification of minority interests in the consolidated financial statements.

Segment information
The segment information is divided into: (i) Shopping Center activities divided up into rent and
parking; and (ii) rendering of services.

49

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

For management purposes, Aliansce is divided into business units, based on the shopping center
operation and the service rendering operation. The operating segments to be reported are
established as follows:

Shopping center: comprises the activities that are associated with the shopping center
entrepreneur, and was divided up into due to the peculiarity and the type of these operations:
-

Rent: refers to the operating leases of the shopping centers classified as investment
property by the Company. It is worth emphasizing that the segment includes rent,
assignment of usage rights (CDU) and transfer fee revenue;

Parking lot: refers to the exploration of the parking area of the shopping center;

Rendering of services: involves the trading, rental and condominium management and
incorporation/planning services developed in shopping centers and third parties.

There are no assets allocated to the Company's service activities.


Company's management monitors the operating results of its business units on a segregated basis
in order to make decisions on the allocation of resources and better enjoyment of their sources.
The performance of each segment is measured with a basis on the operating income/loss of its
consolidated financial statements. Some income and expenses (financial income, financial
expense, general and administrative expenses, income tax and social contribution), besides assets
and liabilities, are not subject to analysis by operating segment, since the management of
Aliansce understands that the items not considered in the analysis are indivisible, with corporate
and less relevant characteristics for decision making, as regards the operating segments defined
here.

50

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Revenues and costs among subsidiary companies and affiliates are eliminated at the time of the
consolidation.

09/30/2010

09/30/2009

Shopping

Shopping

Rent +

Items

Net revenue
Cost

Parking

Parking

lot

lot

Rent

101,500
(27,531)

Rent +

Services

Parking

Parking

Total

Rent

lot

lot

Services

Total

14,857

116,357

17,887

134,244

76,311

7,909

84,220

14,105

98,325

(8,041)

(35,572)

(3,680)

(39,252)

(25,323)

(3,980)

(29,303)

(3,604)

(32,907)

6,816

80,785

94,992

50,988

3,929

54,917

10,501

65,418

Gross income
(loss)

73,969

14,207

Cash and cash equivalents


Aliansce Consolidated

Cash and bank checking accounts

Aliansce

09/30/2010

12/31/2009

09/30/2010

12/31/2009

12,118

9,427

1,989

1,654

The Company includes in the item "Cash and cash equivalents", cash in hand and bank deposits.
Interest earning bank deposits of the Company and its subsidiaries are stated in the caption
"Securities", as Management considers they do not fall under the definition of cash and cash
equivalents pursuant to CPC 03 - Statement of cash flows. The exposure to interest rate risks and
a sensitivity analysis of financial assets and liabilities are disclosed in Note 25.

51

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Securities
Aliansce Consolidated
09/30/2010
Agribusiness Credit Bills (LCA) (a)
Bank Deposit Certificates (CDB) (b)
Fixed Income Fund (c)
Debentures (d)
Shop FI Renda Fixa Crdito Privado (e):
Post-fixed CDB
Post CDB - Early settlement
Open debenture
Government bonds - LFT
Financial bills
(-) Management fee
Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS) (f)

Current
Non-current

9,175
5,939
5,699
18,391
104,352
67,041
172,060
7,617
25,055
(99)

Aliansce

12/31/2009
11,381
668
5,013
30,782
-

09/30/2010

12/31/2009

17,329

1,450
5,013
16,186

103,150
66,268
170,077
7,529
24,767
(97)

145,506

145,506

145,506

145,506

560,736

193,350

534,529

168,155

415,230
145,506

47,844
145,506

389,023
145,506

22,649
145,506

(*)Breakdown of the portfolio of exclusive Investment Fund Shop FI Renda Fixa Crdito Privado.

The Company has financial assets classified as investments held for trading and accordingly,
these are measured at fair value by means of net income with the purpose of short-term sale in the
business opportunity that generates the highest yield of the funds. Such investments have interest
rates of 98.0% to 101.4% of the CDI with maturity during 2011 and 2012.

52

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Shop FI Renda Fixa Crdito Privado


The Company has an exclusive fund, managed by Banco Ita S/A. We present below the opening
of the fund portfolio on September 30, 2010:
Investments:

Remuneration

Maturity

104% to 110% of
CDI
101% to 107% of
CDI
103.2% to 105.0%
of CDI
SELIC

October to April
2011
October 2010 to
May 2013
November 2010
to June 2011
September 2010
to March 2015

106% of CDI

July to
September 2012

% SE

9/30/2010

27.8%

104,352

17.8%

67,041

45.7%

172,060

2.0%

7,617

6.7%

25,055

100.0%

376,125

Financial institutions:
Post-fixed CDB
Post-fixed CDB - Early
settlement
Open debenture
Government bonds - LFT

Financial bills

(-) Management fee

(99)

Total

100.0%

53

376,026

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The Company aims to manage its cash seeking a perfect balance between liquidity and
profitability, considering the investment plan for the next years. In order to pave the way for our
strategy, we followed the guidelines as set out below:

Distribute the risk by financial institution prioritizing liquidity and profitability:

Liquidity

% SE

09/30/2010

Daily
1 to 90 days
91 to 180 days
180 days +

72.3%
10.0%
10.9%
6.8%

271,773
37,683
41,116
25,553

100.0%

376,125

Total

Invest the Company's funds in prime financial institutions and government bonds with
investment grade minimum rating issued by the largest global rating agencies (Moodys,
Austin, S&P, Fitch).

Fundo de Investimento Imobilirio Via Parque Shopping (FIIVPS)


This asset started being classified as available-for-sale financial instrument as of December 31,
2008, and as of September 30, 2010, it is recorded at fair value. The FIIVPS fair value on
September 30, 2010 was calculated by using data from the most recent arm's length market
transaction, by parties knowledgeable of the deal and willing to conclude it without privileges.
09/30/2010

12/31/2009

1,476,354
69.62%

1,476,354
69.62%

Balance at the beginning of the period


Distributions received as return on capital
Sale of 16% interest in FIIVPS
Adjustment to fair value

145,506
(6,304)
6,304

196,849
(22,861)
(33,440)
4,958

Balance at end of period

145,506

145,506

Number of quotas held - FIIVPS


Interests in the quotas - FIIVPS

54

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Accounts receivable
Aliansce Consolidated

Rental and services receivable


Assignment of Usage Rights - CDU
receivable
Condominium dues receivable

09/30/2010

12/31/2009

09/30/2010

12/31/2009

33,644

33,406

5,612

6,000

2,216
5,572

2,846
5,110

207

276

41,432

41,362

5,819

6,276

(7,617)

(8,120)

(330)

(366)

33,815

33,242

5,489

5,910

32,761
1,054

32,244
998

5,489
-

5,910
-

Allowance for doubtful accounts

Current
Non-current

Aliansce

Estimated impairment losses in relation to receivables are formed based on the evidence of
impairment both individually and on an aggregate basis. All significant receivables are assessed
for impairment. All the receivables are material on an individual basis, identified as non-impaired
on an individual basis are collectively assessed for any impairment loss not yet identified.
Receivables that are not individually significant are assessed on an aggregate basis in relation to
impairment by grouping receivables with similar risk characteristics.
When assessing impairment on an aggregate basis the Company makes use of historical trends of
probability of default, the recovery term and the amounts of losses incurred, adjusted to reflect
the management's judgment in relation to the assumptions, if the current economic and credit
conditions are such that the actual losses will be higher or lower than those suggested by
historical trends.

55

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The composition of accounts receivable by maturity age is as follows:


Aliansce Consolidated

Aliansce

09/30/2010 12/31/2009

09/30/2010 12/31/2009

Falling due
Overdue up to 90 days
Overdue from 91 to 180 days
Overdue from 181 to 360 days
Overdue over 360 days

24,019
2,674
2,098
4,762
7,879

26,767
2,588
1,165
3,255
7,587

4,044
548
364
514
349

5,097
273
108
307
491

Total

41,432

41,362

5,819

6,276

The movement in allowance for impairment loss in relation to receivables during the year was as
follows:
Aliansce Consolidated

Balance at beginning of the


period
Losses in accounts receivable
Reversal (recognition) of
allowance for doubtful accounts
Balance at end of the period

Aliansce

09/30/2010

12/31/2009

09/30/2010

(8,120)
1,124

(6,863)
1,872

(366)
744

1,088

(621)

(3,129)

(708)

(1,454)

(7,617)

(8,120)

(330)

(366)

56

12/31/2009

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

10

Related party transactions


Related party transactions are presented as follows:
09/30/2010

Consolidated
Subsidiaries:
Aliansce Shopping Centers S.A.
Aliansce Ass. Comercial Ltda.
Shared control:
Shopping Iguatemi Salvador
Shopping Taboo
Santana Parque Shopping
Shopping Grande Rio
Shopping Campina Grande
Boulevard Shopping Braslia
Other
FIIVPS
Affiliates:
Colina Shopping Centers Ltda.
Administradora Carioca Ltda.
C.P. Center Osasco
Expoente 1000
Other related parties:
Individuals
Carrefour
Amrica Futebol Clube
Multiplan
NRG Empreendimentos Ltda.
Status
Other

12/31/2009

Noncurrent
assets

Non-current
liabilities

Transaction/
Result

Non-current
assets

Non-current
liabilities

Transaction/
Result

4,084
1,103

4,375
1,585

739

(1,280)
(582)
(366)
(236)
(226)
(1,064)
(1,433)

808

(1,627)
(731)
(345)
(246)
(333)
(214)
(786)
(1,678)

83
28
279

(1,325)
-

43
176
22
274

(2,610)
-

3,908
4,534
3,994
5,975
1,554

(29,859)
(74)
-

85
3,908
3,984
3,994
5,000
405

(29,117)
(74)
-

21,094

(31,258)

18,699

(31,801)

57

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

09/30/2010

12/31/2009

Non-current

Non-current

Non-current

Non-current

assets

liabilities

assets

liabilities

27
111
-

(17,927)
(10,003)
(7,813)
(338)
(850)
(11,742)
(567)
-

5
27
809

(15,000)
(10,003)
(15,556)
(338)
(700)
(850)
(11,742)
-

3,994
85
-

Parent company
Subsidiaries:
Boulevard Shopping Belm S.A.
Yangon Participaes Ltda.
Nibal Participaes Ltda.
SDT 3 Centro Comercial Ltda.
Acapurana Participaes Ltda.
RRSPE Empreendimentos e Participaes Ltda.
Albarpa Participaes Ltda.
2008 Empreendimentos Comerciais S.A.
Aliansce Assessoria Comercial Ltda.
FIIVPS
Other related parties:
NRG Empreendimentos Ltda.
Individuals
Other

3,994
29
4,161

58

(3)
(49,243)

4,920

(54,189)

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The main balances of assets and liabilities on September 30, 2009 and December 31, 2009 as
well as transactions that have influenced the income for the periods, related to operations with
related parties, resulted from transactions between the Company, jointly-controlled subsidiaries,
subsidiaries, associated companies and other related parties, as follows:

On September 30, 2008, the Company leased the notional fractions belonging to Nibal, its
wholly-owned subsidiary (that holds 41.59% of Condomnio Naciguat and 38.0% of
Shopping Taboo), and became the receiver of their revenues by means of a transaction
which resulted in the Company's first CCI issuance, of R$ 200,000, as disclosed in Note16;

The liability balance of Aliansce with Albarpa refers to the loan operation with Barpa
(company merged by Albarpa on December 31, 2009), with no remuneration and no
maturity, whose funding occurred up to December 2009, in the amount of R$11,742 on
September 30, 2011 (Dec/09: R$11,742);

The liability balance of Aliansce with Yangon Participaes Ltda. (Yangon) refers to the
loan operation, with no remuneration and no maturity, entered into both companies, whose
funding occurred between the period from December 2009 to June 2010, the value of which
was R$10,003 (Dec/09: R$10,003);

The liability balance of Aliansce with Boulevard Belm refers to the loan operation, with
remuneration of TR + 12.3561% p.a. and no maturity, entered into both companies, whose
funding occurred in February 2009, in the amount of R$17,927 on September 30, 2010
(Dec/09: R$15,000);

On February 27, 2009 Matisse leased the notional fractions of Shopping Boulevard Belm
belonging to Boulevard Belm S.A, and became the receiver of its rental revenues by means
of a transaction which resulted in the Company's CCI issuance, of R$150,000, as disclosed in
Note 16;

59

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

On September 30, 2010 and December 31, 2009, Aliansce has credits with NRG
Empreendimentos Ltda in the amount of R$3,994 regarding investments made in the
acquisition of Boulevard Shopping S.A.;

As mentioned in Note 23, in 2009 the Company issued R$49,632 million in debentures under
the same contractual conditions as the CRI operation entered into Boulevard Belm and
Matisse, acquired in its entirety by Boulevard Belm.

As mentioned in Note 19(2), on September 30, 2010, Boulevard Shopping has a liability with
Amrica Futebol Clube resulting from purchase of land in the amount of R$ 4,534;

The subsidiary Boulevard Belm has a positive balance in the amount of R$5,975 on
September 30, 2010 (Dec/09: R$ 5,000) related to a loan, remunerated at TR + 12.3561% p.a.
with no maturity, Status Construes Ltda;

The transactions/results refer to the management fee charged from the condominiums by the
administrators Aliansce and Niad, which correspond to a monthly fixed amount of,
approximately, R$20 per condominium (December 2009: R$20), or 5% of the monthly
budget of the condominium. Furthermore, it contemplates any amounts payable charged by
the administrators upon the expansion of the shopping malls;

The positive balances with Amrica Futebol Clube (MG) and Carrefour refer to advances
made on account of the construction of the Boulevard Shopping building in Belo Horizonte,
Minas Gerais; and

Remuneration of officers and key management staff


The key management personnel remuneration, including board members and officers totaled
R$7,379 on September 30, 2010. This amount encompasses short-term benefits, corresponding
to: (i) retainers paid to the members of the board of executive officers and Board of Directors; (ii)
bonus paid to the board of executive officers and (iii) other benefits, such as health care plan.

60

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Moreover, the Company has a share-based compensation policy, as disclosed in Note 34.
The Company does not have a long-term employee benefit policy.
There are no key employees from management at the subsidiaries of the Company

11

Investments
Aliansce Consolidated

Aliansce

09/30/2010

12/31/2009

09/30/2010

12/31/2009

Investments
Goodwill

172
-

173
-

648,866
72,462

543,757
74,252

Total

172

173

721,328

618,009

a. Subsidiaries
Investment in
undertakings/shopping
centers
Subsidiaries/Jointly
controlled subsidiaries

Nibal Participaes Ltda.

Investment of
the Company

99.99%

Investment in
undertakings/
shopping

Investee
business activity

09/30/2010

12/31/2009

Shopping Boulevard
Belm S.A.

75.00%

75.00%

Owner company
of 100.0% of Shopping
Boulevard Belm.

Matisse Participaes S.A.

75.00%

75.00%

Shopping Center

Shopping Iguatemi Salvador Condomnio Naciguat

41.59%

41.59%

Shopping Center

Acapurana
Participaes Ltda.

99.99%

99.99%

Owner company
of 50% of Santana Parque
Shopping

61

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investment in
undertakings/shopping
centers
Subsidiaries/Jointly
controlled subsidiaries

Yangon Participaes
Ltda.

SCGR Empreendimentos
e Participaes S.A. (1)

Albarpa Participaes
Ltda.

Alsupra Participaes
Ltda.

Investment of
the Company

99.99%

10.00%

99.99%

99.99%

Investee
business activity

Investment in
undertakings/
shopping

09/30/2010

12/31/2009

Shopping Taboo

38.00%

38.00%

Shopping Center

C&A Store - Shopping


Iguatemi Salvador

44.58%

44.58%

Commercial space

Shopping Campina Grande

30.52%

30.52%

Shopping Center

Shopping Iguatemi Salvador Condomnio Riguat

56.51%

56.51%

Shopping Center

SCGR Empreendimentos e
Participaes S.A. (1)

40.00%

40.00%

Owner company
of 50% of Shopping
Grande Rio

Lojas C&A - Shopping


Grande Rio/Feira de Santana

100.00%

100.00%

Commercial space

Shopping Grande Rio

50.00%

50.00%

Shopping Center

Carioca Shopping

40.00%

40.00%

Shopping Center

Caxias Shopping

40.00%

40.00%

Shopping Center

Supershopping Osasco

33.58%

31.52%

Shopping Center

Barpa Empreend. e Part. S.A


(2).

BSC Shopping Centers S.A.

30.00%

30.00%

Supra Empreend. e Part. S.A.


(2)

62

Shopping Center

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investment in
undertakings/shopping
centers

Investee
business activity

Investment of
the Company

Investment in
undertakings/
shopping

09/30/2010

12/31/2009

Boulevard Shopping S.A.


(3)

76.44%

Shopping Center Boulevard

100.00%

100.00%

Shopping Center

RRSPE
Empreendimentos e
Participaes Ltda.

99.99%

Shopping Iguatemi Salvador Condomnio Riguat

14.98%

14.98%

Shopping Center

2008 Empreendimentos
Comerciais (1)

50.00%

Boulevard Shopping Braslia

100.00%

100.00%

Shopping Center

BSC Shopping
Centers S.A.

70.00%

Bangu Shopping

100.00%

100.00%

Shopping Center

SDT3 Centro Comercial


Ltda. (1)

38.00%

Parking lot manager

Manati Empreendimentos
e Participaes (1)

50.00%

Shopping Santa
rsula

75.00%

75.00%

Shopping Center

NIAD Administrao
Ltda.

100%

Colina Shopping Center Ltda


(1)

50.00%

50.00%

Manager of Shopping
Centers

Aliansce Assessoria
Comercial Ltda.

100%

Seller of shopping centers

Subsidiaries/Jointly
controlled subsidiaries

63

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Investment in
undertakings/shopping
centers

Investee
business activity

Investment of
the Company

Investment in
undertakings/
shopping

09/30/2010

12/31/2009

Aliansce Services Servios


Administrativos Gerais

100%

Aliansce Estacionamentos
Ltda.

100%

Subsidiaries/Jointly
controlled subsidiaries

Shared service center

Parking lot manager

Haleiwa
Empreendimentos
Imobilirios Ltda. (1)

50.00%

Undertaking under development


in Macei

100.00%

100.00%

Shopping Center

Norte Shopping Belm


S.A. (1)

50.00%

Parque Shopping (under


development)

100.00%

Shopping Center

Degas Empreendimentos
e Participaes S.A.

99.99%

Equity interests in other


companies

Rodin Empreendimentos
e Participaes S.A.

99.99%

Equity interests in other


companies

Renoir Empreendimentos
e Participaes S.A.

99.99%

Equity interests in other


companies

(1)

SCGR, SDT3, 2008 Empreendimentos, Manati, Colina and Haleiwa, Norte Shopping and CDG are consolidated by the
proportional consolidation method since they are joint-controlled subsidiaries.

(2)

The wholly-owned subsidiaries Barpa Empreendimentos and Participaes Ltda e Supra Empreendimentos e Participaes Ltda.
were taken over by Albarpa Participaes Ltda. on December 31, 2009.

64

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(3)

On September 30, 2010, the Company subscribed and paid up 61,837 new shares shares of Boulevard Shopping S.A. in the
amount of R$35,000, increasing its interest in the company from 70% to 76.44% of Boulevard Shopping S.A. equity capital. The
Company returned its original interest in the partnership after the partial spin-off of the Subsidiary and respective share swap of
Boulevard and Degas between Aliansce and NFM, as disclosed in subsequent events.

The amount of R$ 10,315 recorded in 2009 represents the balance of equity at the companies
Cencom S/A and Frascatti Investimentos Imobilirios Ltda. The Company recognized equity
of R$ 39,657 up to September 30, 2010 (2009: R$ 57,309) in income of associated
companies, subsidiaries and joint ventures.
The Company did not receive any dividends from firms registered by the equity method of
accounting up to September 30, 2010 (2009: R$ 3,936). The Parent Company received R$
17,982 in dividends from companies registered by the equity method of accounting (2009:
R$ 31,788).
None of the firms accounted for by the equity method have their shares traded on a stock
exchange, which are listed at Bolsa de Valores, Mercadorias e Futuros de So Paulo
(BOVESPA) - Sao Paulo Stock, Commodities and Futures Exchange.
The charts below present a summary of the financial information at subsidiaries, associated
companies and joint ventures.

65

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

b. Data referring to holdings


Aliansce - September 30, 2009
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Frascatti Investimentos Imobilirios Ltda.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Cencom S.A.
SDT 3 Centro Comercial Ltda.

Interest %

Shareholders'
equity

Capital

Income or
loss

Equity
come (loss)

100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
100.00%
50.00%
10.00%
50.00%
50.00%
100.00%
100.00%
100.00%
32.69%
38.00%

95,450
92,540
105,412
46,409
75,399
73,902
25,414
53,626
24,526
27,464
32,004
6,887
1,149
630
53,130
387

81,228
93,145
14,229
42,559
72,237
72,565
24,792
51,336
18,826
27,846
15,001
6,442
10
100
8,765
79

13,093
4,063
1,168
7,850
8,701
5,514
1,381
(1,896)
7,282
292
(2,332)
931
542
930
10,171
39

13,093
4,063
817
7,850
6,090
5,514
1,381
(982)
728
146
(1,166)
931
542
930
3,325
15

714,329

529,160

57,729

43,277

Total
(1)

Companies spun-off in October 2009.

66

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce - September 30, 2010


Equity
Shareholders'

Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services Ltda.
Aliansce Estacionamentos Ltda.
SDT 3 Centro Comercial Ltda.
Norte Shopping Belm
Degas Empreendimentos e Participaes S.A.
Rodin Empreendimentos e Participaes S.A.
Renoir Empreendimentos e Participaes
S.A.

Income or

income

Interest %

equity

Capital

loss

(loss)

100.00%
100.00%
70.00%
100.00%
70.00%
100.00%
50.00%
10.00%
50.00%
50.00%
100.00%
100.00%
100.00%
100.00%
100.00%
38.00%
50.00%
99.99%
99.99%

132,436
122,388
168,548
49,988
121,135
36,869
64,854
27,458
30,096
34,810
7,430
1,292
786
924
79
137
15,176
1
1

81,228
118,026
169,561
42,559
110,257
30,401
51,336
18,827
28,905
15,001
6,442
10
100
803
10
78
13,806
1
1

9,849
7,628
3,933
9,026
13,757
(2,585)
(1,130)
8,216
1,436
192
977
397
1,050
121
69
58
(696)
(1)
(1)

9,849
7,628
2,753
9,026
9,630
(2,585)
(565)
822
718
96
977
397
1,050
121
69
22
(348)
(1)
(1)

99.99%

(1)

(1)

814,409

687,353

52,295

39,657

Total

The chart above presents a summary of the financial information at subsidiary and associated
companies and joint ventures. In observance to CPC 43, the Company adjusted the equity in
the income of its associated companies at Aliansce, in order to reflect the interest
capitalization effect on loans recognized in the consolidated financial statements (CPC 20).

67

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

c. Movement of investments
Aliansce - September 30, 2010

Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Niad Administrao Ltda.
Aliansce Services Ltda.
Aliansce Estacionamentos Ltda.
SDT 3 Centro Comercial Ltda.
Norte Shopping Belm
Degas Empreendimentos e Participaes S.A.
Rodin Empreendimentos e Participaes S.A.
Renoir Empreendimentos e Participaes S.A.

Balance on
12/31/2009

Additions/
(Write-offs)

Equity
income
(loss)

Dividends

Balance at
09/30/2010

120,083
115,763
102,536
47,261
80,874
9,053
31,083
2,074
13,939
12,937
6,854
885
385
30
-

5,357
797
35,000
1,263
30,400
1,909
390
893
10
803
10
6,602
-

9,849
7,628
2,753
9,026
9,630
(2,585)
(565)
822
718
96
977
397
1,050
121
69
22
(348)
(1)
(1)
(1)

(2,850)
(1,800)
(6,300)
(5,832)
(150)
(400)
(650)
-

132,439
122,388
140,289
49,987
85,935
36,868
32,427
2,746
15,047
13,926
7,431
1,292
785
924
79
52
6,254
(1)
(1)
(1)

543,757

83,434

39,657

(17,982)

648,866

68

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

12

Fixed assets for use


Consolidated
09/30/2010

Computers and peripherals


Furniture and fixtures
Machinery and equipment
Leasehold improvements
Assets under construction
Other fixed assets

12/31/2009

Rate
p.a.

Initial
cost

Addition
s

Write
-off

Transf.

Cost

Acc.
deprec.

Net
amount

Net amount

20%
10%
10%
10%
-

1,256
195
18
433
1

152
47
12
59
-

(5)
-

1,403
242
30
492
1

(779)
(67)
(3)
(186)
-

624
175
27
306
-

630
145
16
280
8
(6)

1,903

270

(5)

2,168

(1,035)

1,133

1,073

Parent company
09/30/2010

Computers and peripherals


Furniture and fixtures
Machinery and equipment
Leasehold improvements

12/31/2009

Rate
p.a.

Initial
cost

Additions

Write
-off

Transf.

Cost

Accum.
depr.

Net
amount

Amount
liquid

20%
10%
10%
10%

912
110
14
309

126
21
55

(5)
-

1,033
131
14
364

(455)
(32)
(2)
(62)

578
99
12
302

601
88
13
280

1,345

202

(5)

1,542

(551)

991

982

69

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

13

Investment property
Investment properties refer to the business ventures maintained by them under operating lease.
The Company's investment properties refer to the shopping centers already built and to the
shopping centers under development.
The Company also disclosed that interest capitalization was recorded in the period from January
to September 2010 and in the year 2009 by the adoption of CPC 20 - Capitalization of interest for
assets under construction. In the table below, the compound interest recorded in the investment
properties, allocated to each venture.
The adoption of ICPC 10, dealing specifically with the review of assets' useful lives, was
performed prospectively and the adjustments recognized as from January 1, 2010.
We present below the table of reconciliation investment property:
Aliansce Consolidated

Cost

Accumulated
depreciation

Appreciation
of assets

Total

Balance at December 31, 2009

879,926

(67,026)

134,020

946,920

Additions
Addition through interest capitalization
(CPC 20)
Fair value of assets - Business
combination

165,828

(13,012)

152,817

10,753

10,753

1,208

1,208

(2,783)

(2,783)

1,056,507

(80,038)

132,445

1,108,915

Depreciation
Balance at September 30, 2010

In the first nine months of 2010, Company's investments totaled R$ 165,828 with Greenfields and
Expansions Capex.

70

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

14

Intangible assets
Consolidated
12/31/200
9

09/30/2010

Goodwill in the of entities not taken over:


2008 Empr. Imob. Ltda.
BSC Shopping Center S.A.
Boulevard Shopping S.A.
Aliansce Ass. Com. S.A.
Norte Shopping Belm
Goodwill in the acquisition of merged
entities:
Barpa Empr. Part. S.A.
Supra Empr. Part. S.A.
Ricshopping Emp. Part. Ltda.
EDRJ64 Participaes Ltda.
Intangible assets:
Right to parking income (1)
Right to the Transfer Unit
of the Right to Build (UTDC) (2)
Trademarks and patents
Software

Useful life

Initial
cost

Additions
/Writeoffs

Cost

Acc.
amortization

Net
amount

Net
amount

Undefined
Undefined
Undefined
Undefined
Undefined

30,000
14,416
4,266
4,160
-

11,809
526

30,000
14,416
16,075
4,160
526

30,000
14,416
16,075
4,160
526

30,000
14,416
4,266
4,160
-

Undefined
Undefined
Undefined
Undefined

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

36,630
9,708
107,888
1,242

Undefined

6,638

6,638

(24)

6,614

6,638

Undefined
Undefined
5 years

2,588
5
224

174
354

2,762
5
578

(69)

2,762
5
509

2,588
5
224

217,765

12,863

230,628

(93)

230,535

217,765

71

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
09/30/2010

Goodwill in the acquisition of entities


not taken over:
2008 Empr. Imob. Ltda.
BSC Shopping Center S.A.
Boulevard Shopping S.A.
Aliansce Ass. Com. S.A.
Norte Shopping Belm
Right to parking income (1)
Software

12/31/2009

Useful life

Initial
cost

Additions

Cost

Accum.
amortization

Net
amount

Net amount

Undefined
Undefined
Undefined
Undefined
Undefined
Undefined
5 years

30,000
14,416
4,266
4,160
5,523
177

526
337

30,000
14,416
4,266
4,160
526
5,523
514

(59)

30,000
14,416
4,266
4,160
526
5,523
325

30,000
14,416
4,266
4,160
5,523
177

58,542

863

59,405

(59)

59,346

58,542

(1)

Refers to the right to use the parking lots of Santa rsula and Iguatemi Salvador shopping centers, and do not have an expiry
date; therefore, they are not amortized.

(2)

Refers to the right to build acquired by Shopping Boulevard S.A, that belongs to the company Deciso Empreendimentos e
Construes Ltda. Additionally, the transfer of the right to build is regulated by Law 7,165, of August 27, 1996 and Decree
9,616, of June 26, 1998.

The goodwill based on future returns do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an impairment
test.
The rights to exploit parking facilities have no expiry terms, and for this reason the Company
does not define a useful life for these assets. The Company tests these assets' recoverable value
annually by mean of an impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.

72

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.

15

Loans and financing


General information on loans and financing

Financial institution

Borrowing company

Maturity

Index

Effective rate
rate

In local currency:
Unibanco
Banco do Brasil
Bradesco
BNB
Ita BBA/BNDES
Ita BBA/BNDES
Bradesco
Safra
ABN AMRO Real

Aliansce
Aliansce
Albarpa
Nibal
SCGR
SCGR
Boulevard Shopping
Nibal
Boulevard Shopping

November 2011
December 2010
December 2018
April 2013
June 2015
March 2017
November 2021
December 2015
April 2013

CDI +
TR +
TJLP +
TJLP +
TR +
IGP DI
TJLP +

1.87%
12.95%
10.80%
10.00%
4.95%
4.45%
11.39%
5.70%

Aliansce consolidated

Current liabilities
Secured bank loans:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
ABN AMRO Real

73

09/30/2010

12/31/2009

1,684
1,130
692
7,101
123

164
1,971
960
114

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce consolidated
09/30/2010

12/31/2009

Current liabilities
Unsecured bank loan:
Safra
Banco Unibanco
Banco ABC Brasil
Banco do Brasil

202
26,782
5,566

239
26,750
75
5,000

Total current

43,280

35,273

15,224
1,752
3,351
104,501
193

16,728
1,752
3,534
34,200
295

691
4,444

759
24,445

Total non-current

130,156

81,713

Grand total

173,436

116,986

Non-current liabilities
Secured bank loan:
Bradesco - Albarpa
BNB
Ita BBA/BNDES
Bradesco - BH
ABN AMRO Real
Unsecured bank loan:
Safra
Banco Unibanco

74

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
09/30/2010

12/31/2009

Unsecured bank loan:


Banco do Brasil
Banco Unibanco

5,566
26,782

5,075
26,750

Total current

32,348

31,825

Non-current liabilities
Unsecured bank loan:
Banco Unibanco

4,444

24,444

Total non-current

4,444

24,444

36,792

56,269

Grand total

Guarantees: Promissory notes, fiduciary assignment of credit receivable, fiduciary assignment of


equipment mortgage on fraction of property and the collateral signature of the partners mentioned
in Note 25.
The loans and financing disbursement schedule is presented below:

2010
2011
2012
2013
2014
2015
After 2015

75

09/30/2010

12/31/2009

13,467
36,221
14,822
14,003
13,593
13,284
68,046

35,273
26,318
7,239
6,666
6,383
6,238
28,869

173,436

116,986

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.

16

Real estate credit notes (CCI)


The balance of Real estate credit notes is as follows:
Aliansce Consolidated
09/30/2010

12/31/2009

Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)
CCI - Belm - R$ 150,000 (2)
(-) Issuance cost

14,733
6,313
4,985
40,997
(331)

7,593
4,127
-

Total current

66,697

11,720

Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
CCI - Nibal - R$ 200,000 (1)
CCI - Belm - R$ 150,000 (2)
(-) Issuance cost

54,632
23,485
196,045
140,847
(23,450)

63,000
30,000
199,509
165,715
(18,090)

Total non-current

391,559

440,134

3,023

12,340

461,279

464,194

Swap CRI Unibanco/Bradesco


Grand total

76

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
09/30/2010

12/31/2009

Current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost

14,733
6,313
(331)

7,593
(257)

Total current

20,715

7,336

Non-current liabilities
Secured Real Estate Credit Note
CCI - Aliansce - R$ 70,000 (3)
CCI - Aliansce - R$ 30,000 (4)
(-) Issuance cost

54,632
23,485
(3,039)

63,000
30,000
(2,320)

Total non-current

75,078

90,680

3,023

12,340

98,816

110,356

Swap CRI Unibanco/Bradesco


Grand total

77

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(1) Real estate credit note (CCI) of R$ 200,000.


As of September 30, 2008, the Company carried out the funding of approximately R$200,000
by way of a financial operation involving its subsidiary Nibal Participaes Ltda. which gave
rise to the issue of Real Estate Receivables Certificates (CRIs). This operation involved the
ten-year lease to the Company of notional fractions of properties owned by Nibal (41.59% of
Condomnio Naciguat and 38% of Shopping Taboo), its subsidiary, which are under a
sublease to storeowners from the shopping malls built on the aforesaid properties. In
representation of the housing loans arising from the abovementioned leases, Nibal issued a
Real estate credit bill ("CCI"), assigning them at a cost to CIBRASEC - Companhia
Brasileira de Securitizao, which used them as security for the issuance of two series of
CRIs (88th series and 89th series of the 2nd Issue). The Company reckoned with the
structural support of Unibanco - Unio de Bancos Brasileiros S.A. and of Banco Bradesco
S.A., all in compliance with the rules contained in Laws 9514/1997 and 10931/2004.
In order to offset the risks resulting from the mismatching between the prefixed rate of rent
established in the lease agreements and the rate of restatement of CCIs, Nibal entered into the
Swap contract with Aliansce, on September 25, 2008, with the following characteristics:
Base amount of the operation

R$ 200,214

Period of the operation

120 months

Asset - Aliansce

13% p.a.

Liability - Aliansce

10.80% p.a. + TR

Analogously to the assignment of CCIs and through a private instrument of fiduciary release,
Nibal assigned to Cibrasec the rights and obligations of the swap contract on the same date of
conclusion of the operation. In September 30, 2010, the amount of this derivative financial
instrument is R$ 3,023 (Dec/2009: R$12,340).

78

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The swap transaction is recorded in CETIP, with no margin provided in guarantee.


The CCI's disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

09/30/2010

12/31/2009

4,764
11,698
16,650
19,672
23,171
27,158
97,917

4,127
14,836
16,650
19,672
23,171
27,158
98,022

201,030

203,636

During the transaction's first two years, the agreement provides payment of small
installments of principal and six-monthly interest. As of October 2010, the principal and
interest payments will comply with a schedule defined contractually.
Considering the costs for structuring this transaction, the transaction effective interest rate is
TR + 11.3562% p.a.

79

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(2) Real estate credit note (CCI) of R$ 150,000


On February 27, 2009, the Company consummated the funding of the amount of
R$150,000, by means of a financial operation involving its subsidiary Matisse, which
generated the issuance of a Real Estate Receivables Certificates (CRI). This operation
involved the ten-year lease to the Company of notional fractions of properties owned by
Nibal (12% of Shoppin Belm), its subsidiary, which are under a sublease to storeowners
from the shopping malls built on the aforesaid properties. In representation of the housing
loans arising from the abovementioned lease agreements, Boulevard Belm issued Real estate
credit bills ("CCI"), assigning them at a cost to Cibrasec - Companhia Brasileira de
Securitizao, which used them as security for the 97th series of the 2nd CRI issuance of the
issuer. The Company reckoned with the structural support of Ita S.A., all in compliance with
the rules contained in Laws 9,514/1997 and 10,931/2004. This transaction's interest rate is
the TR + 12% p.a.
Considering the costs for structuring this transaction, the transaction effective interest rate is
TR + 12.3561% p.a.
The contract provides for a grace period of two years from the signing of the contract for
payment of principal and interest. As of February 2011, the principal and interest payments
will comply with a schedule defined contractually.
The CCI's disbursement is scheduled as follows:
09/30/2010
2011
2012
2013
2014
2015
After 2015

80

12/31/2009

41,677
10,801
11,431
14,162
15,588
88,185

25,471
10,801
11,431
14,162
15,588
88,262

181,844

165,715

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(3) Real estate credit note (CCI) of R$ 70,000


On September 15, 2009 the Company entered into with Domus Cia de Crdito Imobilirio
("Domus") a Private Agreement for a Real Estate Loan, whereby Domus granted the
Company a R$ 70,000 real estate loan to fund the latter's shopping mall developments,
payable in the form, terms, and other conditions agreed on in the loan agreement. As a result
of the Real Estate Loan granted, the Company agreed to pay Domus: (i) the real estate credits
arising from Disbursement I and Disbursement II, in the sums, payment terms, and other
conditions provided for in the Loan Agreement, as well as (ii) all and any credit rights due by
the Company or to which Domus is entitled by virtue of the Real Estate Loan Agreement,
including all of the respective charges such as inflation updating, interest, late charges, fines,
penalties, reparations, insurance, expenses, costs, attorneys' fees, guarantees, and other
contractual and legal charges provided for in the Real Estate Loan Agreement ("Real Estate
Credits").
In guarantee of the agreed on contractual liabilities, on September 15, 2009 the following was
agreed on: (i) lien on 70% of Bangu Shopping, owned by BSC; and (ii) assignment of 70% of
Bangu Shopping's receivables, owned by BSC. Aliansce also granted a lien on the BSC shares
owned by Aliansce, which will remain in force only until the definite registration of the
previously described guarantees. Additionally, there were formed: (i) lien on Barpa and Supra
shares, companies taken over by Albarpa on December 31, 2009 respectively; and (ii) lien on
Acapurana Quotas owned by Nibal, which will be released on the implementation of the
precedent condition in connection with lien on BSC shares, and provided that there is full
compliance with all the remaining and agreed on obligations. Thus, Domus issued Fractional
Real Estate Credit Certificates related to disbursement I and assigned them to RB Capital. In
addition, RB Capital issued Fractional Real Estate Credit Notes related to disbursement II.

81

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Considering the costs for structuring this transaction, the transaction effective interest rate is
IPCA + 10.79% p.a.
The CCI's disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

09/30/2010

12/31/2009

6,822
10,429
9,504
8,660
7,892
7,191
18,867

7,593
12,212
8,593
7,829
7,135
6,502
20,729

69,365

70,593

(4) Real estate credit note (CCI) of R$ 30,000


On December 29, 2009 the Company entered into a Real Estate Loan Private Agreement
("Loan Agreement") whereby Domus granted the Company a R$ 30,000 real estate loan,
which jointly with monthly inflation updating according to the accrued change in the
IPCA/IBGE index, and with a 9.7371% p.a. compounded interest rate pro rata temporis, will
be paid over a 120-month period as of the disbursement date of the proceeds, in 120 monthly
installments. Domus assigned the entire proceeds of the credits arising from real estate credit
assignment agreement and other covenants, entered into on this date between Domus, RB
Capital, and the Company. In guarantee of the agreed on contractual liabilities, on December
29, 2009 the following was created: (i) lien on 30% of Bangu Shopping, owned by BSC; and
(ii) assignment of 30% of Bangu Shopping's receivables, owned by BSC.
Considering the costs for structuring this transaction, the transaction effective interest rate is
IPCA + 10.76% p.a.

82

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The CCI's disbursement is scheduled as follows:


09/30/2010

12/31/2009

2,933
4,455
4,060
3,699
3,371
3,072
8,208

4,223
3,815
3,474
3,166
2,885
12,437

29,798

30,000

2010
2011
2012
2013
2014
2015
After 2015

We wish to inform you that the Company discloses the sensitivity analysis of the financial
instruments in note 25, for better evidencing of their behavior.
There are no covenants associated with the Company's loans.

17

Suppliers
Aliansce Consolidated

Suppliers of materials and services


Suppliers of Shopping Center

Aliansce

09/30/2010

12/31/2009

09/30/2010

12/31/2009

6,139
6,568

18,265
2,852

1,562
735

1,695
330

12,707

21,117

2,297

2,025

The Company's exposure to currency and liquidity risks related to accounts payable to suppliers
is disclosed in note 25, in which the Company addresses Financial Instruments.

83

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

18

Taxes and contributions payable


Aliansce Consolidated

COFINS
PIS
ISS
Income tax
Social contribution
Other

19

Aliansce

09/30/2010

12/31/2009

09/30/2010

12/31/2009

1,138
246
214
1,676
625
136

1,249
271
53
2,431
913
64

105
23
85
70
32
23

95
21
27

4,035

4,981

338

143

Obligations for purchase of assets


Aliansce Consolidated

Land - Belo Horizonte (1)


Additional interest in BSC (2)

Current
Non-current

84

09/30/2010

12/31/2009

7,156
55,524

37,156
50,000

62,680

87,156

7,156
55,524

37,156
50,000

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(1) Liability with Amrica Futebol Clube regarding the acquisition of property in Belo Horizonte
on which Boulevard Shopping Belo Horizonte is being built. Contractually, this liability has
no inflation updating. The discussions involved credits with Amrica totaling R$ 2,300, in
addition to handing over a property in Contagem - Minas Gerais to Amrica Futebol Clube
worth R$ 1,250, and a promise of the future delivery of areas / stores in the shopping mall to
Amrica, which should take place in 2012. The total amount of the transaction was R$ 9,455.
(2) Liability assumed by Alsupra with Joo Fortes Engenharia, arising from the purchase of a
30% interest in the equity capital of BSC Shopping Center S.A. for R$ 80,000 on December
29, 2009. The first installment, in the amount of R$30,000 was paid in the first quarter of
2010. The remaining balance of R$ 50,000 plus monthly inflation updating according to the
accrued INPC index and a 9.7371% p.a. compounded interest rate pro rata temporis, will be
settled on sole payment to mature on January 31, 2013.

20

Deferred income
Aliansce Consolidated

Assignment of right of use


Prepaid rental
Other

Aliansce

09/30/2010

12/31/2009

09/30/2010

12/31/2009

46,048
3,998
729

43,323
4,077
740

2,902
-

2,035
-

50,775

48,140

2,902

2,035

Deferred income includes the recognition of the assignment of usage rights (CDU), as well as
prepaid rent and other pertinent items.

85

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

21

Provision for contingencies


The Company and its subsidiaries are, in a significant part of their ventures, joint owners in
condominiums, which are characterized by the coexistence of independent units and common
areas, owned by more than one joint owner, according to a previously established agreement. If
contingencies appear in these shopping malls, the respective condominiums will be responsible
for the payment of the amounts of said contingencies. If the condominiums do not have the fund
necessary to make any payments due, the Company and its subsidiaries may be obliged to sustain
these expenses in the capacity of joint owners. Additionally, as part of its property acquisition
process, the Company and its subsidiaries may be subject to secondary responsibility and/or
subsidiary in any eventual litigations either in labor, social security, tax, civil, and others
involving financial expenditure or transfer of guarantees in the form of assets. In order to
minimize these risks, the Company signs agreements for indemnification of obligations, where
the old shareholders/unit holders of the properties acquired undertake to compensate the
Company and its subsidiaries for any loss that might be sustained referring to events generated
prior to the property acquisition date. Management monitors risks of this kind, based on the legal
protection of its legal advisors, believes that there is significant risk in the base date of such
statements may not be mitigated through existing legal mechanisms and / or settlement of trust
values are not significant.

86

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The balance of provision for contingencies is as follows:


Aliansce Consolidated
09/30/2010

PIS & COFINS proceeding (1)


Provision for contingencies
IPTU (2)
Other

Other judicial deposits

12/31/2009

Provision

Judicial
deposit

Net

Provision

Judicial
deposit

Net

9,180

(1,343)

7,837

8,356

(1,431)

6,925

2,626
104

2,626
104

2,579
196

(53)

2,579
143

11,910

(1,343)

10,567

11,131

(1,484)

9,647

(435)

106

(397)

11,910

(1,778)

11,237

(1,881)

(435)
10,132

(291)
9,356

(1) The Company and its subsidiaries filed a lawsuit, in pursuit of the non-payment of Social Integration
Program (PIS) and Contribution for Social Security Funding (COFINS) on revenues from the leasing
of real estate. The monthly contributions began to be judicially deposited, classified as non-current
assets, with the legal obligation on the amounts due at September 30, 2010 recorded as provision for
contingencies.
(2) Carioca Shopping has a pending IPTU tax matter with the local government, arising from undue
charges of this property tax on a number of independent units that were already IPTU taxpayers, and
were included in the project. For this reason, the Shopping mall's tenants filed administrative suits to
review shop areas and to refute the property's assessed value. We filed administrative proceedings
jointly with other tenants, and according to the opinion of the Company's legal counsel, Aliansce
believes that the chances are likely for the liability to be reduced to roughly R$ 10,500 which,
considering its 40% share on the development, would imply a risk of loss of R$ 4,100 which has been
duly provisioned in the Company's financial statements, net of receivables from storeowners regarding
the same operation.

87

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Management is not aware of other civil and tax and/or labor contingencies classified as probable
risk by its legal advisors as of September 30, 2010.

22

Income and social contribution taxes


As of September 30, 2010 the Company recorded a tax loss of R$ 63,713 in the Consolidated and
R$ 52,675 in the Aliansce. The Company does not record deferred tax assets on these amounts,
since there is no expectation of future taxable profits, and, additionally, there is no profitability
record for the use of such tax benefits.

Deferred tax assets and liabilities


Consolidated
Assets

Liabilities

09/30/2010

12/31/2009

09/30/2010

12/31/2009

(44,047)

(41,902)

(1,248)

(1,889)
(372)

(646)

(7,108)

(3,452)

1,028

4,196

(5,073)

(4,663)

Write-off of deferred assets


Amortization of goodwill arising from the fair value of
the assets

12,239

12,238

(1,676)

(1,049)

2,284

1,349

(6,817)

(3,895)

Net tax (assets) liabilities

14,303

17,783

(66,982)

(55,607)

Financial assets available for sale


Review of the useful life of the assets
Accounts receivable - Linear adjustment of rent
Interest capitalization
Fair value appraisal of swap
Business combination and acquisition of noncontrolling interest

88

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Parent company
Assets

Liabilities

09/30/2010

12/31/2009

09/30/2010

12/31/2009

(44,047)

(41,902)

Financial assets available for sale


Accounts receivable - Linear adjustment of
rent
Fair value appraisal of swap
Write-off of deferred assets
Amortization of goodwill arising from the fair
value of the assets

1,028
702

4,196
702

(79)
(250)

96
(143)

1,925

1,317

Net tax (assets) liabilities

3,655

6,215

(44,376)

(41,949)

i. Effective rate reconciliation


Reconciliation of income and social contribution tax expense, calculated at the rates provided
under the tax legislation, with the respective amounts in the statement of income for the
periods ended September 30, 2010 and 2009, is shown below:
Aliansce Consolidated
Effective tax rate reconciliation

09/30/2010

09/30/2009

Accounting profit before income tax and social contribution

64,216

31,079

Combined statutory rates - Companies of the taxable income

34%

34%

21,833

10,566

4,432
4,827

2,659
6,035

Income and social contribution taxes at the combined statutory rates


Additions:
Provisions and other non-deductibles expenses
Effects of current unused tax losses

89

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce Consolidated
Effective tax rate reconciliation

09/30/2010

09/30/2009

Exclusions:
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Net adjustment - Law 11638/07 and 11941/09
Effect of unrecognized tax losses
Tax effect of Companies who have elected the Presumed profit

(3,784)
(1,503)
(57)
(7,025)

(846)
(1,969)
(4,494)
(5)
(6,309)

Income tax and social contribution in income for the year

18,723

5,637

Income and social contribution taxes


Current income tax and social contribution expenses
Deferred income and social contribution tax expenses

6,076
12,647

6,484
(847)

Deferred income and social contribution tax expenses as


Statement of income

18,723

5,637

29.16%
9.46%
19.70%

18.14%
20.87%
-2.73%

Total effective fiscal rate


Total effective fiscal rate - current
Total effective fiscal rate - deferred

90

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce
Effective tax rate reconciliation

09/30/2010

09/30/2009

45,797

18,173

34%

34%

15,571

6,179

Additions:
Provisions and other non-deductibles expenses
Effect of current unused tax losses

2,405
-

434
4,950

Exclusions:
Equity in net income of subsidiaries
Reversal of nondeductible provisions
Net adjustment - Law 11638/07 and 11941/09
Effect of previously unrecognized tax losses

(13,483)
(1,495)
52

(14,714)
(481)
-

2,946

(3,632)

6.43%

(19.98%)

Income (loss) before income and social contribution taxes


Combined statutory rates
Income and social contribution taxes at the combined statutory rates

Income tax and social contribution in income for the year


Effective fiscal rate
Current income tax and social contribution:
Current income tax and social contribution expenses
Deferred income and social contribution taxes:
Regarding the formation and reversal of temporary differences

102

2,844

(3,632)

Income tax and social contribution expenses presented


in the statement of income

2,946

(3,632)

91

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

23

Debentures
On February 16, 2009, the Company issued 496,318 debentures not convertible into shares and of
unit par value of R$ 0.1, totaling R$ 49,632. The issuance was made in a single series. The
debentures pay the TR rate + 12.3561% p.a. and maturity on January 19, 2021. Balance n
September 30, 2010 is R$ 59,312 (December/2009: R$ 54,701).

24

Shareholders' equity
a. Capital
On September 30, 2010 and December 31, 2009, the capital of Aliansce is represented by
R$916,342 and R$466,342, with 139,467,170 and 89,467,170 common shares with no par
value, respectively.
09/30/2010
Shareholders
Individual partners
Company partners:
GGP Brazil I LLC
Rique Empreendimentos e
Participaes Ltda.
Renato Feitosa Rique
GBPI Fundo de Investimento
e Participaes
Free Float
Total paid up

12/31/2009

Shares

Amount

1.28%

1,782,313

11,729

31.44%

43,842,428

12.31%
0.43%

Shares

Amount

2%

1,782,314

9,281

288,098

49%

43,842,428

228,508

17,174,913
600,801

112,802
3,299

19%
7%

17,174,913
6,500,000

89,549
33,891

2.01%

2,800,509

18,418

23%

20,167,515

105,113

52.53%

73,266,206

481,996

100.00%

139,467,170

916,342

100%

89,467,170

466,342

92

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

On January 29, 2010 the Company received R$ 450,000 by means of a public share offering
with the issue of 50 million new common shares, at an underwriting price of R$ 9.00,
resulting in an equity capital increase by the Company in the same amount, from R$ 466,342
to R$ 916,342, composed of 139,467,170 common registered shares with no par value.
Expenses with issuance of these new shares totaled R$ 23,416. These expenses are recorded
in a reducing account of the Company's capital.

b. Capital
According to the Company's by-laws, 5% of the net income for the year will be allocated to
legal reserve until it reaches 20% of the Company's capital.

c. Remuneration to shareholders
The Company's bylaws determine the distribution of a compulsory minimum dividend of 25%
of net income for the period, adjusted lawfully. Dividends payable were separated from
shareholders' equity upon yearly closing and recorded as an obligation in liabilities.

d. Equity evaluation adjustment


The reserve for equity valuation adjustments includes:

Accumulated net alterations in the fair value of financial assets available for sale until the
investments are reviewed or suffer impairment loss;

93

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

25

Financial instruments, exposure and risk management


The estimated fair values of the asset and liability financial instruments of the Company and its
subsidiaries were calculated as described below. The Company and its subsidiaries do not operate
in the derivatives market and there are no derivative financial instruments not recorded on
September 30, 2010 excepting for the swap operation tied to the Mortgage Bond ("CCI")
operation explained in Note 16.

Criteria, assumptions and limitations used in the calculation of fair value


Cash and cash equivalents and interest earnings bank deposits
The balances in checking account maintained at banks have their market values identical to the
book balances.
For short-term financial investments, the market value was calculated based on the market
quotations of these securities; when there were no quotations, they were based on the future cash
flows, discounted at average available investment rates.

Trade accounts receivable and loans and financing


The balances of financing and of trade accounts receivable have market values that are similar to
the book balances.

Securities
(i) FII Via Parque Shopping - FII Via Parque Shopping is recorded at fair value; and
(ii) Bank Deposit Certificates (CDB), debentures and Agribusiness Letters of Credit (LCA) assessed at fair value based on probable realizable value.

94

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Derivative financial instruments


The swap instrument's market value was obtained by means of a comparative analysis of the
present value of the transaction's future payment flow, discounted according to market curves of
the indexes involved - TR and PRE. The curves employed, DI x PRE and DI x TR, were obtained
from the index database in the BM&F-Bovespa website, on the dates of each quarter's last day.

Limitations
The market values were estimated at the balance sheet date, based on relevant market
information. Changes in the assumptions may significantly affect the presented estimates.
The estimated fair value for derivative financial instrument contracted by the Company's
subsidiary was determined by information available in the market and specific valuation
methodologies. However, considerable judgment was required in the interpretation of the market
data to estimate the most adequate realization of the fair value of each operation.
The Company had made an assessment of the financial transactions in order to define the fair
value of the swap transaction between Aliansce and its subsidiary Nibal assigned to CIBRASEC.
As of September 30, 2010, the operation is recorded at fair value and the gains and losses for the
year were recorded in income accounts.

Credit risks
The Company monitors its receivables portfolio periodically. Its lease activity has specific rules
in relation to default, the department of operations and legal department are active in the
negotiations with debtors. The retail location of the shopping centers when taken back or returned
is immediately renegotiated with another storeowner.

95

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The measure adopted to mitigate the credit risk is to always maintain a good level of quality
among storeowners at the shopping centers and an active retail area for immediate filling of any
potential vacancy in the building.
Part of the Company's income has a very low credit risk: parking revenues and service revenues.
Management considers that maximum exposure to credit risk of its financial assets is
appropriately represented in the balance sheet of the Company. Credit risk of its clients is
estimated and recorded in the estimated impairment losses account.
In relation to financial assets, the Company has the policy of investing its assets at top class
institutions, not allowing the concentration of investments at a single institution.
Quantitative information regarding Company's credit risk is disclosed in Note 9.

Liquidity risks
We present below the contractual maturities of financial liabilities including payment of
estimated interest and excluding, if any, the impact of the negotiation of currencies by the
position net.

96

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Consolidated
September 30, 2010

Non-derivative financial liabilities


Loans and financing
Suppliers
Purchase of assets
CCIs
Derivative financial liabilities
Swaps
Total

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

173,436
12,707
55,524
458,256

284,900
12,707
74,697
906,429

22,777
32,702

17,239
12,707
41,895

32,324
86,663

60,276
74,697
201,303

152,284
543,866

3,023

11,896

1,388

1,371

2,514

3,882

2,741

702,946

1,290,629

56,867

73,212

121,501

340,158

698,891

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

116,986
21,117
451,854
50,000

203,752
21,117
808,272
66,537

18,520
18,290
-

22,990
21,117
28,425
-

33,358
70,276
-

48,236
236,855
66,537

80,649
454,425
-

12,340

(14,934)

(1,578)

(2,540)

(2,699)

(4,612)

(3,504)

652,297

1,084,744

35,232

69,992

100,395

347,015

531,570

Consolidated
December 31, 2009

Non-derivative financial liabilities


Loans and financing
Suppliers and other accounts payable
CCIs
Purchase of assets
Derivative financial liabilities
Swaps
Total

97

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Parent company
Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

36,792
2,297
99,163

38,920
2,297
147,623

20,490
7,707

13,924
2,297
7,972

4,506
15,945

47,837

68,162

3,023

11,896

1,388

1,371

2,514

3,882

2,741

141,275

200,736

29,585

25,564

22,965

51,719

70,903

Book
value

Contractual
cash
flow

6 months
or less

06-12
months

01-02
years

02-05
years

Over
5 years

Non-derivative financial liabilities


Loans and financing
Suppliers and other accounts payable
CCIs

56,269
2,025
98,016

62,683
2,025
153,985

16,137
7,699

20,554
2,025
7,699

25,991
15,399

46,195

76,992

Derivative financial liabilities


Swaps

12,340

(14,934)

(1,578)

(2,540)

(2,699)

(4,612)

(3,504)

168,650

203,759

22,259

27,738

38,691

41,583

73,488

September 30, 2010

Non-derivative financial liabilities


Loans and financing
Suppliers and other accounts payable
CCIs
Derivative financial liabilities
Swaps
Total
Parent company
December 31, 2009

Total

The Company may be exposed to the following risks according to its activity:

Credit risk;

Liquidity risk;

Market risk;

Operational risk.

98

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Credit risk
The Company's credit risk is characterized by the non-performance, by a client or
counterparty in a financial instrument, of their contractual obligations. The Company's
operations consist of the leasing of commercial spaces and management of shopping malls.
The lease contracts are regulated by the Leasing law. Our customer portfolio is diversified
and is constantly monitored with the objective of reducing losses due to default. Leases may
feature a guarantor, which mitigates the Company's credit risk.
Accounts receivable of rent and other receivables are related mainly to the storeowners of the
shopping centers in which the Company has a stake. The Company establishes provision for
impairment that represents its estimate of losses incurred in relation to trade accounts
receivable and other receivables and investments.

Liquidity risk
Investment decisions are made in light of their impacts on the long-term cash flow (60/120
months). The Company's guideline is to work with assumptions of minimum cash balances,
which vary according to the schedule of investments, and of financial coverage of our
obligations, where the projected cash generation has to surpass the contracted obligations
(financing, construction works, acquisitions), thus mitigating the refinancing risk of debts and
obligations. To finance buildings under construction, the Company seeks to structure longterm operations with the financial market, with a grace period to align them with expected
cash generation.

Market risk
Just like the retail segment, the Company is exposed to inflation risk, since this applies
pressure to the income of families, thus reducing consumption in the retail market. Different
levels of inflation are used in the projection models used for determination of our strategies,
in order to establish scenarios for the Company's development.

99

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Another risk to which the Company is exposed is the risk of increase of interest rates, and of
price indexes, as the Company obtained financing using these indexes. However, with the
objective of mitigating this effect on the medium long term, whenever possible the Company
opts for indexes of low volatility to be able to estimate its future outlays more accurately.

Operational risk
As the Company's revenue is directly related to the ability to lease the retail spaces of its real
estate ventures, Management periodically monitors its/their operating conditions in order to
anticipate possible impacts. For this purpose, in the maintenance of its ventures and in new
developments and expansions, specialized companies with widely known operational
qualification are contracted to keep track of the physical and financial schedule and
performance of construction works and improvements in order to have the fulfillment of the
approved budget guaranteed. Nevertheless, the sale of the retail spaces is executed by a team
from the company in order to ensure negotiations with storeowners that are aligned with the
marketing and mix strategy of the Shopping Centers.
Risks are reviewed monthly by the operations and financial management areas that generate
monitoring reports. If situations of deviation are identified, reviews of the Company's
strategies are submitted for approval by senior management for deployment.
Senior management keeps track of the performance of the Shopping Centers in operation and
under development, based on a budget approved annually. This system allows the monitoring
and previous validation of outlays in light of the budget as well as the financial and operating
performance of investments, in the same way as we closely monitor the growth of our
liquidity with a focus on the short and long terms.

100

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Capital management
Financial Management, as well as the other areas, seeks a balance between profitability in
light of the risk incurred, so as not to expose its equity or to suffer with sudden price or market
fluctuations. Aiming at healthy capital management, the Company has the policy of preserving
liquidity with the close monitoring of the short and long-term cash flow.
We hereby inform you that there was no alteration in the Company's capital management
policy in the previous years and that neither the Company nor its own subsidiaries and
subsidiaries under joint ownership are subject to the external capital requirements imposed.
Consolidated
09/30/2010

12/31/2009

Loans and financing


Real estate credit note
Obligations for purchase of assets

173,436
458,256
62,680

116,986
451,854
87,156

Total

694,372

655,996

(12,118)
(415,230)

(9,427)
(47,844)

267,024

598,725

1,113,161

620,671

23.99%

96.46%

(-) Cash and cash equivalents


(-) Securities
Net debt (A)
Total shareholders' equity (b)
Net debt / adjusted capital (A/B)

101

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Foreign exchange risk


The Company does not have exchange risks since the entire transaction of receipts and payments
is performed in national currency. Moreover, the Company also informs that it does not have any
assets or liabilities subject to foreign currency variation.

Interest rate risk


The Company accounts for financial assets at fair value through profit or loss and also has a swap
derivative financial liability whose transaction originates from the CRI operation that the
Company entered into with the subsidiary Nibal, where the amount obtained was R$200,000.
Consolidated
Book value

Financial instruments from interest rate


Financial assets
Financial liabilities

Parent company
Book value

09/30/2010

12/31/2009

09/30/2010

12/31/2009

415,230
(631,692)

47,844
(556,500)

389,023
(132,585)

22,649
(154,285)

(216,462)

(508,656)

256,438

(131,636)

(3,023)

(12,340)

(3,023)

(12,340)

(219,485)

(12,340)

253,415

(12,340)

Derivative financial instruments


Financial assets
Financial liabilities

Fair value vs. book value


Management's understanding is that financial assets and liabilities not presented in this note are
stated at book value with a reasonable presentation of fair value.

102

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The fair values of the financial assets and liabilities, together with the book values presented in
the balance sheet, are as follows:
Consolidated

Note

09/30/2010
Amount
Fair
value
value

12/31/2009
Book
Fair
value
value

Financial assets available for sale


Financial assets recorded at fair value through profit or loss

145,506
415,230

145,506
415,230

145,506
47,844

145,506
47,844

Total

560,736

560,736

193,350

193,350

(3,023)
(3,023)

(3,023)
(3,023)

(12,340)
(12,340)

(12,340)
(12,340)

16,906
111,602
31,226
2,883
201,030
181,844
99,163
4,043
5,566

16,336
115,164
30,989
2,488
205,839
189,449
98,225
4,043
5,566

16,894
34,200
51,195
203,636
165,913
100,594
-

16,281
34,874
50,491
215,876
178,824
102,222
-

55,524
893
317

56,756
893
317

50,000
-

50,856
-

710,997

726,065

622,432

649,424

Liabilities measured at fair value


Swap
Total
Liabilities measured by the amortized cost
Secured bank loans
Bradesco - Albarpa
Bradesco - BH
Banco Unibanco
BNB
CCI - Nibal R$ 200,000
CCI - Belem R$ 150,000
CCI RB Capital
Ita BBA/BNDES
Banco do Brasil
Unsecured bank loans
Financing Joo Fortes
Safra
ABN AMRO Bank
Total

103

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Parent company
09/30/2010

12/31/2009

Book
value

Fair value

Book value

Fair value

Financial assets available for sale


Financial assets recorded at fair value through profit or
loss

145,506

145,506

145,506

145,506

389,023

389,023

22,649

22,649

Total

534,529

534,529

168,155

168,155

Liabilities measured at fair value


Swap

(3,023)

(3,023)

(12,340)

(12,340)

Total

(3,023)

(3,023)

(12,340)

(12,340)

31,226
5,566
99,163

30,989
5,566
98,225

51,195
100,594

50,491
102,222

135,955

134,780

151,789

152,713

Note

Liabilities measured by the amortized cost


Bank loans
Unibanco
Banco do Brasil
CCI RB Capital
Total

Fair value hierarchy


Financial instruments with data originating from an active market (unadjusted quoted price) so
that it is possible to have daily access including on the date of measurement of the fair value are
classified as Level 1.
Financial instruments with data different from that originating from an active market (unadjusted
quoted price) included at Level 1, extracted from a pricing model based on observable market
data are classified as Level 2.

Investments classified as Level 3 are those whose data are extracted from a pricing model
based on unobservable market data.

104

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Consolidated
Level 1

Level 2

Level 3

Total

September 30, 2010


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

415,230
-

145,506
(3,023)

145,506
415,230
(3,023)

Total

415,230

142,483

557,713

December 31, 2009


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

47,844
-

145,506
(12,340)

145,506
47,844
(12,340)

Total

47,844

133,166

181,010

Fair value hierarchy


Parent company
Level 1

Level 2

Level 3

Total

September 30, 2010


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

389,023
-

145,506
(3,023)

145,506
389,023
(3,023)

Total

439,678

142,483

531,506

December 31, 2009


Financial assets available for sale
Financial assets recorded at fair value through profit or loss
(-) Derivative financial liabilities

22,649
-

145,506
(12,340)

145,506
22,649
(12,340)

Total

22,649

133,166

155,815

105

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Sensitivity analysis
CVM Instruction 475 sets forth that publicly-held companies, in addition to the provisions in item
59 of OCPC03 (which revokes Resolution 566/09 issued by CVM and sanctions CPC 14)
regarding Financial Instruments: Recognition, Measurement and Evidencing, shall disclose a
table stating a sensitivity analysis for any market risks deemed as relevant by Management,
arising from financial instruments, to which the Company is exposed at the balance sheet date,
including all operations with derivative financial instruments. Recognition, Measurement and
Evidence, shall disclose a table stating a sensitivity analysis for any market risks deemed as
relevant by Management, arising from financial instruments, to which the Company is exposed at
the balance sheet date, including all operations with derivative financial instruments.

Financial assets - Management understands that there are no relevant market risks. All
financial assets are invested in financial institutions with investment grade minimum rating
issued by the largest global rating agencies (Modys, Austin, S&P, Fitch).
The financial assets are concentrated in post-fixed investments tied to variation of the CDI.
These assets are applied in investment funds with the abovementioned characteristic.

Financial liabilities - We considered, as the most probable scenario, the one of realizing, at
the operation maturity date, what the market has been signaling by way of market curves
(currencies and interest) provided by BM&FBOVESPA. The probable scenario is the
scenario considered by management and, there is no significant impact on the fair value of
the financial instruments. The respective risk variables were sensitized by 25% and 50% in
scenarios II and III according to the guidelines of instruction CVM 475. Discount rate
utilized for sensitivity analysis was 11%. (except Via Parque Shopping in which the fair
value was calculated by using data from the most recent arm's length market transaction, by
parties knowledgeable of the deal and willing to conclude it without privileges).

106

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Financial assets (type of risk exposure)


The table below shows the sensitivity analysis of Company's management and the effects on cash
of operations pending on September 30, 2010:
Aliansce Consolidated

Operation
Bradesco Loan
Unibanco Loan
Bradesco Financing
Market value - FII Via Parque
CCI Nibal
CCI Belm
CCI RB Capital
Financing Joo Fortes
Swap

Variable
of risk

Book
value

Scenario I
(probable)

High TR
(16,906)
High CDI
(31,226)
High TR (111,602)
-------------- 145,506
High TR (201,030)
High TR (181,844)
High IPCA
(99,163)
High IPCA
(55,524)
High TR
(3,023)

(15,681)
(30,757)
(106,268)
196,849
(191,090)
(176,553)
(95,308)
(55,043)
(3,023)

Scenario II Scenario III


+25%
+50%
(15,891)
(31,227)
(122,006)
150,447
(194,073)
(180,716)
(99,439)
(56,891)
(9,966)

(16,101)
(31,697)
(138,722)
121,919
(197,112)
(184,994)
(103,640)
(58,780)
(15,516)

Aliansce

Operation
Unibanco Loan
CCI RB Capital

26

Variable
of risk
High CDI
High IPCA

Book Scenario I Scenario II


value (probable)
+25%
(31,226)
(99,163)

(30,757)
(95,308)

(31,227)
(99,439)

Scenario III
+50%
(31,697)
(103,640)

Insurance
The Company and its subsidiaries adopt the policy of contracting insurance coverage for property
subject to risks in amounts considered sufficient to cover any claims, considering the nature of
their activity. The risk assumptions, due to their nature, are out of the scope of a limited review,
and therefore were not examined by our independent auditors.

107

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

As of September 30, 2010, all the Company's shopping malls in operation were insured in an
equivalent manner in the following amounts:

Multi-risk package (including fire) - The amounts insured are evaluated upon each policy
issuance, and may suffer alterations during the policy year, as a direct result of any decrease
or increase in the value of the assets considered. The amounts insured as of September 30,
2010 were totally consistent with each value-at-risk, indicating a value at risk.

Loss of profits - As of September 30, 2010, the Company's shopping malls had policies in
place for loss of profits in the amount of R$ 200,291, relating to the interruption of its
activities, which we consider consistent with the size of each shopping mall.

General Civil Liability - The Company's shopping malls have insurance for general civil
liability, which the Company believes covers the risks involved in its activity. The policies
refer to any amounts for which we can be held civilly liable, in a final and unappeasable
judgment or in an express agreement by the insurance company, with respect to
compensation for damages caused to third parties. The policies were contracted under first
absolute liability in the amount of R$ 3,000 for each of the shopping malls in operation and
the other, second absolute liability, in the amount of R$ 30,000, which covers all the malls in
operation.
-

Moral damages: A major part of the Company's shopping malls had insurance policies
with moral damages coverage, which the Company deems adequate to cover the risks
involved in its activities. A large portion of the shopping malls in operation have policies
with R$ 100 in coverage retained, with first-class insurance companies. In addition, the
Company has a policy with Ita Seguros with R$ 3,000 in coverage, covering all of the
shopping malls currently operating.

108

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

27

Net revenue from rentals and rendering of services


Aliansce Consolidated
Revenues by nature
Rental income (1) (2)
Management services rendered
Assignment of right of use
Parking lot
Lease from own properties
Transfer rate
Taxes and contributions and other
deductions

Aliansce

09/30/2010

09/30/2009

09/30/2010

09/30/2009

98,944
18,934
9,235
16,103
1,825
453

73,989
14,842
6,948
8,568
1,738
439

27,115
17,031
512
223

26,459
14,089
228
184

(11,250)

(8,199)

(2,512)

(2,214)

134,244

98,325

42,369

38,746

(1) Income from minimum rent is being recorded based on the straight-line method, in
accordance with the guidance provided by CPC 06 - Lease operations.
(2) The opening of Shopping Boulevard Braslia in July 2009 and Shopping Boulevard Belm in
November 2009 increased rental income of September 30, 2010 by R$ 22,438.

109

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

28

Cost of rentals and services


Aliansce consolidated
Cost per type

Aliansce

09/30/2010

09/30/2009

09/30/2010

09/30/2009

Depreciation of properties
Amortization of intangible assets
Cost of marketing and planning
Expenditures with rented property
Parking
Shopping operational costs
Allowance for doubtful accounts
Pre-operating expenses (1)
Expenses with leasing of notional fraction
(2)

(10,426)
(2,818)
(3,680)
(5,133)
(8,042)
(3,789)
(1,566)
(3,798)

(10,491)
(2,994)
(3,603)
(3,307)
(3,980)
(2,348)
(1,778)
(4,406)

(1,789)
(1,571)
(1,275)
(841)
(708)
-

(2,905)
(1,452)
(897)
(751)
(861)
-

(23,176)

(21,839)

Total cost of lease and services

(39,252)

(32,907)

(29,360)

(28,705)

(1)

As a result of Law 11638/07, pre-operating expenses incurred in the period from January to
June 2010 and the year 2009 not directly related to the development of the venture are
classified in the Company's income (loss) as cost of rentals and services.

(2)

Refers to the lease amount paid by Aliansce to Nibal regarding the lease of notional fraction
of 41.59% of Naciguat and 38% of Shopping Taboo, owned by Nibal, according to lease
contract signed between the parties on September 25, 2008.

110

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

29

Administrative and general expenses


Aliansce consolidated

Personnel expenses
Professional services
Expenses with occupancy
Depreciation and amortization
Facility and service expenses
Other administrative expenses

30

Aliansce

09/30/2010

09/30/2009

09/30/2010

09/30/2009

(15,661)
(5,704)
(838)
(257)
(555)
(1,690)

(9,932)
(4,992)
(1,086)
(247)
(1,265)
(545)

(15,556)
(4,231)
(430)
(248)
(403)
(1,076)

(9,890)
(3,133)
(471)
(174)
(741)
(390)

(24,705)

(18,067)

(21,944)

(14,799)

Financial income (loss)


Aliansce consolidated
09/30/2010
Financial expenses:
Interest
Adjustment to fair value - Swap (1)
Monetary variation expense
Other

09/30/2009

Aliansce
09/30/2010

09/30/2009

(48,688)
(7,507)
(930)

(19,426)
(9,300)
(8,349)
(1,295)

(18,818)
(2,797)
(552)

(4,109)
(9,300)
(8,315)
(422)

(57,125)

(38,370)

(22,167)

(22,146)

111

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Aliansce consolidated
09/30/2010
Financial income:
Interest
Adjustment to fair value - Swap (1)
Income from derivative financial
instruments - Swap (2)
Monetary variation income
Interest capitalization - CPC 20 (3)
Other

Financial income (loss)

09/30/2009

Aliansce
09/30/2010

09/30/2009

26,875
9,316

4,433
-

25,124
9,316

162
-

3,423
905
10,753
635

3,975
247
7,131
927

3,423
4
183

3,975
72
242

51,907

16,713

38,050

4,451

(5,218)

(21,657)

15,883

(17,695)

(1) Refer to the recording of swap financial instrument at fair value pursuant to
OCPC 03.
(2) Refer to gains obtained with swap financial instrument in interest payment - CRI of R$
200,000 of Nibal.

(3) It refers to capitalized interest on projects under construction.

112

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

31

Other operating income (expenses)


Aliansce consolidated
09/30/2010
Gain/(Loss) in investments (1)
Other

09/30/2009

Aliansce
09/30/2010 09/30/2009

(613)

1,190
(107)

(715)

(2,168)
(192)

(613)

1,083

(715)

(2,360)

(1) The gain (loss) in investments is composed of the gain determined in acquisition of new
companies and additional interest in current undertakings, in addition to loss in differentiated
distribution of subsidiaries' dividends.

32

Guaranties and sureties


The Company and/or its shareholders, in the capacity of guarantors of loans and financing
assumed by the Company and by some of its subsidiaries, provided surety bonds in amounts
proportionate to their interest in the subsidiaries, in the amount of R$604,001(June 2010:
584,601)

113

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The detailing of contracts in which there are guarantees provided by the Company and/or its
shareholders, for the period ended September 30, 2010, is demonstrated below:
Amortization

Debit balance
(Subsidiaries)

Amounts
guaranteed (Parent
company and/or
shareholders)

Beginning

End

Remaining
installments

Settled
installments

Terms

31,226

31,226

December
2008

November
2011

14

22

CDI + 1.87%
per annum

CIBRASEC (2)
BNB (3)
Albarpa (4)

201,030
2,883

201,030
2,883

September
2010
May 2009

September
2018
April 2013

96
31

17

TR + 10.80%
p.a.
10% p.a.

Banco Bradesco

16,906

16,906

January
2011

December
2018

96

TR + 10.80%
p.a.

152,442

152,442

March 2011

February
2021

120

TR +
12% p.a.

Banco Itau/BNDES

1,711

1,711

July 2008

June 2015

57

27

Banco Itau/BNDES
ALIANSCE

2,332

2,332

April 2010

March 2017

78

TJLP +
4.95% p.a.
TJLP +
4.45% p.a.

RB Capital (7)

69,365

69,365

January 2010

December
2019

111

IPCA+
9.7371% p.a.

RB Capital (8)

29,798

29,798

February,
2010

January
2020

112

IPCA +
9.7371% p.a.

Bradesco (9) (*)

85,308

85,308

December
2011

November
2021

120

TR + 11.39%
p.a.

ABC (10)

11,000

11,000

n.a.

n.a.

604,001

604,001

Aliansce (1)
Banco Unibanco
Nibal

Shopping Boulevard
Belm (5)
CIBRASEC (*)
SCGR (6)

Boulevard Shopping:

Total

114

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(1)

Nibal, Yangon, Frascatti, Alsupra and Albarpa x Aliansce


Guarantee associated with the obtainment of working capital financing, made by and between Aliansce and Unibanco, with the
following companies as guarantors: Nibal Participaes Ltda., Yangon Participaes Ltda., Frascatti Investimentos Imobilirios
Ltda., Alsupra Participaes Ltda. and Albarpa Participaes Ltda.

(2)

Aliansce e Nibal x CIBRASEC


Guarantee associated with the obtainment of CRI financing, made by and between Nibal and Cibrasec:

Pledge of:

one million, eight hundred seven thousand, two hundred thirty-seven (1,807,237) shares of Aliansce, held by Manati
Participaes S.A., on this date representing 2.02% of the total capital stock of Aliansce, in first degree; and

one million, seven hundred ninety-eight thousand, two hundred ninety (1,798,290) shares of Aliansce, held by GGP
Brasil Participaes S.A., on this date representing 2.01% of the total capital stock of Aliansce, in first degree.

Guarantee of fiduciary assignment of receivables arising from the exploration of the properties Naciguat, Riguat and
Taboo;

Mortgage on the properties Naciguat, Riguat, and Taboo;

Fiduciary release of right to the receipt of indemnity relating to the Insurance for Loss of Lease Income and to the Property
Insurance of Naciguat and of Taboo;

(3)

Fiduciary release of the asset position in the swap; and

Surety bond of Nibal and of Aliansce.

NIBAL x BNB

As collateral for the loan, the partners of Naciguat provided a mortgage of their percentages in Naciguat. As
Nibal had already provided its percentage as collateral of the CRI, Yangon provided collateral, in turn,
mortgaging 30.52% of Boulevard Campina Grande and Nibal offered the C&A store from Iguatemi Salvador.
In addition, there is the guarantee of Luciana Guimares Rique, Reinaldo Feitosa Rique, Ana Beatriz Ribeiro
Rique and Aliansce Shopping Centers S.A.

115

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(4)

Albarpa x Bradesco
Guarantee associated to obtaining financing for the Caxias Shopping construction work entered into Barpa, Supra, (companies
merged by Albarpa on December 31, 2009, and Banco Bradesco:

Sureties provided by Aliansce; and

The mortgage of the property on which Shopping Caxias is located (matriculation numbers 3.457, 16.194, 1.706, 16.195 e
16.839) in the 2nd Division's Real Estate Registry, 5th Notarial Office of the 1st Judicial District of Duque de Caxias, State
of Rio de Janeiro, in connection with the notional fraction of the property owned by Barpa (40%).

(5)

Shopping Boulevard Belm x CIBRASEC


Guarantee associated with the obtainment of CRI financing, made by and between Shopping Boulevard Belm and CIBRASEC:

Surety of Aliansce in favor of investor;

Surety bond of Aliansce in favor of Shopping Boulevard Belm;

Fiduciary assignment of the fractions of Shopping Carioca by Supra Empreendimentos e Participaes S.A and Albarpa
Participaes S.A., and of the fraction of Santana Parque Shopping, by Acapurana Participaes Ltda..;

Fiduciary assignment of credit rights of Acapurana Participaes Ltda, owner of the notional fraction of 50% of Santana
Parque Shopping;

116

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

Fiduciary assignment of Quotas of Fundo de Investimento Imobilirio Via Parque Shopping held by Aliansce Shopping
Centers S.A.;

Fiduciary assignment of credit rights of Albarpa Participaes S.A. of their interest in the economic exploration of
Shopping Carioca;

Fiduciary assignment of a share of Boulevard Shopping Belm S.A and of a share of Matisse Participaes S.A., both
owned by Aliansce Shopping Centers S.A.; and

(6)

Fiduciary assignment of Quotas of Fundo Via Parque

SCGR x Ita
Guarantees related to the bank credit notes undersigned on June 18, 2007 between SCGR, Sendas, and Ita for the on-lending of
funds from BNDES intended to execute the investment plan to expand Shopping Grande Rio, located in the city of Rio de
Janeiro. The following were formalized:

The joint co-signatures of the following companies: Sendas S.A., Rique Empreendimentos, RABR Empreendimentos, Sendas
(and SCGR in a similar loan made by Sendas);

Assignment and pledge on receivables arising from the rental of areas in Shopping Grande Rio, equal to 140% of the principal
plus debt service for the subsequent month; and

Mortgage guarantee of the notional fraction of 35% of the property where the venture is located.

On February 16, 2009 new guarantees were given in connection with a new credit note undersigned by SCGR, Sendas, and Ita,
intended to execute the investment plan for Shopping Grande Rio's second investment stage.

The joint co-signatures of the following companies: Companhia, Sendas S.A., Aliansce Shopping Centers S.A., RABR
Empreendimentos, Sendas (and SCGR in a similar loan made by Sendas);

Second degree mortgage of a 35% notional fraction of the property on which the undertaking is located.
Amendment to the agreement on the assignment and pledge of receivables arising from the rental of areas in Shopping
Grande Rio, which now also secures this new note.

117

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(7)

Aliansce and RB Capital


Guarantee in connection with the loan entered into between Aliansce and Domus, which assigned its contractual position to RB
Capital:

(8)

Fiduciary assignment off 70% of Bangu Shopping property, owned by BSC;

Fiduciary assignment of 70% of receivables of Bangu Shopping, owned by BSC; and

Aliansce and RB Capital


Guarantee in connection with the loan entered into between Aliansce and Domus, which assigned its contractual position to RB
Capital:

(9)

Fiduciary assignment of 30% of Bangu Shopping property, owned by BSC;

Fiduciary assignment of 30% of receivables of Bangu Shopping, owned by BSC and

Boulevard BH and Bradesco


Guarantee in connection with the loan entered into between Boulevard BH and Bradesco on November 23, 2009, in the amount
of R$110,000:

Sureties provided by Aliansce;

Mortgage of part of the land where Shopping BH is being constructed;

Fiduciary assignment of future receivables of Boulevard BH; and

Fiduciary assignment of shares of Boulevard BH;

118

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

(10) Aliansce and Boulevard BH


On May 28, 2010, Banco ABC Brasil S.A. issued a bank guarantee in favor of Boulevard Shopping S.A., in the amount of R$
11,000,000.00, the purpose of which is to guarantee the contract executed between Boulevard Shopping S.A. and ECOJAM
Solues Energticas Ltda. Aliansce appeared as guarantor of the bank guarantee. The guarantee period is 364 days from the
date of signing. Boulevard Shopping will pay commission to the bank in the amount of 2% per annum on the guaranteed
amount, paid in advance and on a quarterly basis.
(*)

33

Amounts of the Company's equity interests.

Net earnings per share


a. Basic earnings per share
As required by CPC 41 and IAS 33 (Earning per Share), the tables below reconcile loss for
the period to the sums used to calculate the basic and diluted loss per share.
Basic earnings per share

09/30/2010

Earnings attributable to controlling shareholders


Number of shares (in thousands) - weighted average
Net earnings per share - basic (in R$)

Diluted earnings per share

09/30/2009

Common

Total

Common

Total

42,850
122,892

42,850
122,892

21,806
66,984

21,806
66,984

0.3487

0.3487

0.3255

0.3255

09/30/2010

Earnings attributable to controlling shareholders


Number of shares (in thousands) - weighted average
Stock option plan (in thousands)
Net earnings per share - diluted (in R$)

119

09/30/2009

Common

Total

Common

Total

42,850
122,892
1,576

42,850
122,892
1,576

21,806
66,984
-

21,806
66,984
-

0.3443

0.3443

0.3255

0.3255

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

34

Share purchase option plan


The stock option plan for executives ("Plan") was approved by the Extraordinary General
Meeting held on November 12, 2009. The Plan provides that the Board of Directors may grant
options to managers, employees, and service providers, or to other companies under our control,
or to tenants of the shopping malls that the Company manages or in which it has equity holdings.
The options granted pursuant to the Plan may confer acquisition rights on a number of shares not
in excess of 7% of our total equity capital, always within the authorized capital limits.
Options are granted at no cost to the beneficiaries, and the vesting period will be of as much as
four years, and may be exercised as of year one at a rate of 25% yearly. Should a participant not
exercise the option by the end of each vesting period, or not exercise it in the permitted
proportion during the mentioned period, such options not exercised will be added to the options
to be exercised by the end of the following period, and may be exercised in the future. Each Plan
Participant should concur expressly with the latter, by undersigning a concurrence agreement
without any reservations, and agreeing to comply with all the provisions therein.
The retail location of the shopping centers when taken back or returned is immediately
renegotiated with another storeowner. Following this period, the options granted but not
exercised will lose their effectiveness.
The Board of Directors members cannot participate in meetings in which decisions are taken with
regard to Plan participation, and Committee members cannot become eligible for the share
underwriting and acquisition options provided by the Plan.

120

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The Board of Directors will be in charge of determining the exercise price of the options granted,
which will be based on the average price of our common shares over the last twenty trading
sessions at BM&FBOVESPA S.A. prior to the option being granted, weighted by the trading
volume and updated for inflation by means of an index specified by the Board of Directors, until
the date of the actual exercise of the option granted by the Plan. Exceptionally, the exercise price
for options granted under offering occurred on January 27, 2010 will be equal to the share price
specified in the Offering. The shares resulting from the option being exercised should be paid in
by participants in no more than five business days from the date on which the Board of Directors
approves the respective capital increase, within the limits of the Company's authorized capital or
disposal of treasury shares, as applicable.
The Plan will become effective on the date of approval by the Special Shareholders' Meeting and
will expire at any time, (a) by means of a resolution of the Company's Special Shareholders'
Meeting or of its Board of Directors; (b) when the Company's public company registration is
cancelled; (c) when the Company's common shares are no longer traded in the over-the-counter
market, organized market, or the stock exchanges; (d) owing to the Company's corporate
reorganization; (e) should the Company be dissolved or wound up; or (f) owing to a 10-year time
lapse as of the date of the first granting of options under the Plan, whichever takes place first.
Shareholders will not be entitled to preemptive rights when being granted or on exercising a stock
option purchase under the Plan, pursuant to article 171, paragraph 3, in the Brazilian Corporate
Law.
In according to the CPC 10 - Share-based Compensation, the Company should account for the
expenses arising from shares under the Plan, between the date of granting the option and the date
the options are exercised, based on the options' market price on the date they are granted.
According to Statement CPC 10, the options granted and exercised will not create effects in the
Company's Statement of Income, as this expense will be recognized during the vesting period.

121

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

On May 7, 2010 the Company approved the 1st and 2nd Stock Option programs for shares issued
by the Company and the allocation of these to certain executives and employees, under the Stock
Option Plan approved by the Special Shareholders' meeting held on November 12, 2009. The
table below shows the total shares under the Plan's 1st and 2nd programs.

Plan program
1st program
2nd program

Beneficiaries
Executives and employees
recommended to senior management
Executives and employees
recommended to senior management

Total shares in
the stockoption
agreements

Strike
price

3,486,679

R$ 9.00

518,321

R$ 9.75

The underwriting or acquisition price for the shares under both Programs will be updated
monthly according to the IPC-DI index disclosed by Fundao Getlio Vargas, as of this date.
The options granted to beneficiaries may only be exercised as of one year from the date they are
granted, at a rate of 25% per annum. Should a beneficiary not exercise the option by the end of
each vesting period, or not exercise it in the permitted proportion during the mentioned period,
such options not exercised will be added to the options to be exercised by the end of the
following period, and may be exercised in the future.
The maximum term for exercising the options granted under the 1st and 2nd Programs is five
years as of granting the options. Following this term, the beneficiary will forgo his/her right to
exercise the option.
Pursuant to Technical Pronouncement CPC 10 - Payment Based on Shares, as approved by CVM
Resolution 562 of 2008, the Company has recognized, as the services were provided in payment
transactions based on shares, the effect on the income figures for the quarter ended on September
30, 2010, totaling R$ 796.

122

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

The stock option premiums were calculated based on fair value on the date that the options were
granted in accordance with each of the Company's programs, based on their respective market
prices. Based on a technical Black in Schols assessment and financial models, the Company
estimated the accounting effects with a reasonable degree of accuracy.
Programs
Exercise term
Quantity of shares of the program
Strike price in R$
Market price in the grant date in
R$
Fair value of the options in R$
Volatility of share price (1)
Risk-free rate of return
Market value
(1)

35

1st program

2nd program

5/7/2015
3,486,679
9.00

5/7/2015
518,321
9.75

9.30
3.02
39.16%
12.27%
10,520

9.30
2.73
39.16%
12.27%
1,415

Volatility was determined with a basis on the daily closing price of the post-IPO period.

Subsequent events
On October 30, 2010, the Extraordinary General Meeting of Boulevard Shopping S.A. approved
the partial spin-off of the company with the acquisition of the spun-off portion by Degas
Empreendimentos e Participaes S.A.. Degas, until that date a wholly-owned subsidiary of
Aliansce, upon the merger of these net assets, started to have the same shareholders (with the
same ownership interest) of Boulevard Shopping S.A. The spun off assets corresponds to the
office tower to be constructed over the shopping center, in the amount of R$ 27,302.

123

Aliansce Shopping Centers S.A.


(Public-held company)

Notes to the financial statements


(In thousands of Reais)

On the same date, the shareholders of these companies, Aliansce and NFM, decided to exchange,
with no cash consideration, 15,443 common shares, representing 6.44% of the capital of
Boulevard Shopping S.A., held by Aliansce, for 6,431,745 common shares, representing 23.56%
of the capital of Degas, held by NFM, aiming to keep the ownership interest of the Shopping
Center in the proportion of 70% to ALIANSCE and 30% to NFM and to have Aliansce as the
sole shareholder of Degas.

Board of Directors

Renato Feitosa Rique - Chief Executive Officer


Sandeep Lakhmi Mathrani- Board member
Joel Laurence Bayer - Board Member
Carlos Geraldo Langoni - Board member
Carlos Alberto Vieira - Independent Board Member
Executive Board
Renato Feitosa Rique - Chief Executive Officer
Henrique Christino Cordeiro Guerra Neto - Executive and Investor Relations Officer
Renato Ribeiro de Andrade Botelho - Financial Officer
Dlcio Lage Mendes - Chief Operating Officer
Paula Guimares Fonseca - Legal Officer
Ewerton Espnola Visco - Officer

Ronaldo do Santos Vieira


Accountant
CRC-RJ 076593/O-1

124

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