Untitled

Multiplan Empreendimentos Imobilirios S.A.
(Convenience Translation into English from the Original Previously Issued in Portuguese) Quarterly Information as of and for the NineMonth Period Ended September 30, 2012 and Independent Auditors Review Report
Deloitte Touche Tohmatsu Auditores Independentes
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. INDIVIDUAL AND CONSOLIDATED INTERIM FINANCIAL INFORMATION FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2012
Contents Report on review of interim financial information ................................................................................... 1-3 Reviewed individual and consolidated interim financial information Individual and consolidated balance sheets .............................................................................................. 4-5 Individual and consolidated income statements ....................................................................................... 6-7 Individual and consolidated statements of changes in equity ................................................................... 8-9 Individual and consolidated statements of cash flows ......................................................................... 10-11 Individual and consolidated statements of value added ....................................................................... 12-13 Notes to the interim financial information ............................................................................................ 14-77
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION To the Shareholders, Board of Directors and Management of Multiplan Empreendimentos Imobilirios S.A. Rio de Janeiro - RJ Introduction We have reviewed the accompanying individual and consolidated interim financial information of Multiplan Empreendimentos Imobilirios S.A. (the Company), identified as Individual and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2012, which comprises the balance sheet as at September 30, 2012 and the related income statement for the three and nine-month periods then ended, the statement of changes in equity and the statement of cash flows for the nine-month period then ended, including the explanatory notes. Management of the Company is responsible for the preparation of the individual interim financial information in accordance with CPC 21 (R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, which takes into consideration OCPC 04 on the application of ICPC 02 to real estate development entities in Brazil, issued by the Accounting Pronouncements Committee (CPC) and approved by the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC), and for the presentation of such information in accordance with the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of review We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion on the individual and consolidated interim financial information prepared in accordance with CPC 21(R1) Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the
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preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM. Conclusion on the consolidated interim financial information prepared in accordance with IAS 34, which considers OCPC 04 on the application of ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and the CFC Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information included in the ITR referred to above is not prepared, in all material respects, in accordance with IAS 34, which considers OCPC 04 on the application of ICPC 02 to real estate development entities in Brazil, issued by the CPC and approved by the CVM and the CFC, applicable to the preparation of the Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM. Emphasis of matter We draw attention to Note 2, which states that the individual and consolidated interim financial information has been prepared in accordance with accounting practices adopted in Brazil (CPC 21(R1)).The consolidated interim financial information prepared in accordance with the International Financial Reporting Standards (IFRS) applicable to real estate development entities (IAS 34 Interim Financial Reporting) also consider OCPC 04 issued by the CPC. OCPC 04 addresses the recognition of revenue by real estate development entities, including the matters related to the meaning and application of the concept of continuous transfer of risks, rewards and control on the sale of real estate units, as detailed in Note 2. Our conclusion is not qualified with respect to this matter. Other matters Statements of value added We have also reviewed the individual and consolidated interim statements of value added (DVA), for the nine-month period ended September 30, 2012, prepared under the responsibility of the Companys management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information for IFRS that does not require the presentation of a DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole. Review of individual and consolidated interim financial information for the quarter ended September 30, 2011 and audit of the individual and consolidated financial statements for the year ended December 31, 2011 The information and figures for the three and nine-month periods ended September 30, 2011, presented for purposes of comparison, were previously reviewed by another auditor, who issued a report dated November 7, 2011, which did not have any qualification. The information and figures for the year ended December 31, 2011, presented for purposes of comparison, were previously audited by another auditor, who issued a report dated February 29, 2012, which did not have any qualification. The aforementioned financial information was reclassified and adjusted upon the disclosure, as described in Notes 2.25 and 10, respectively. As part of our review of the financial information for the quarter ended September 30, 2012, we also reviewed the reclassifications and adjustments upon
2012 Deloitte Touche Tohmatsu. All rights reserved.
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disclosure, which were made to change the financial information presented for purposes of comparison. Based on our review, nothing has come to our attention that causes us to believe that such reclassifications and adjustments upon disclosure are not appropriate or were not properly made, in all material respects. We were not engaged to audit, review, or apply any other procedures to the Companys Interim Financial Information (ITR) relating to the figures for 2011 and, therefore, we do not express an opinion or any other form of assurance on the financial information for the year then ended taken as a whole. The accompanying Interim Financial Information (ITR) has been translated into English for the convenience of readers outside Brazil. Rio de Janeiro, November 05, 2012.
DELOITTE TOUCHE TOHMATSU Auditores Independentes
Roberto Paulo Kenedi Engagement Partner
2012 Deloitte Touche Tohmatsu. All rights reserved.
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. BALANCE SHEETS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 (In thousands of Brazilian reais - R$)
September 30, 2012 Individual ASSETS CURRENT Cash and cash equivalents (Nota 3) Trade accounts receivable (Note 4 and 5) Land and properties held for sale (Note 7) Transactions with related parties (Note 5) Recoverable taxes and contributions (Note 6) Other Total current assets Noncurrent Trade accounts receivable (Note 4 and 5) Marketable securities Land and properties held for sale (Note 7) Transactions with related parties (Note 5) Due from related parties (Note 5) Escrow deposits (Note 18.2) Other Consolidated December 31, 2011 IndividualConsolidatedReclassified Reclassified
246,847 166,966 5,009 18,321 3,371 7,552 448,066
324,230 204,170 135,588 21,197 3,593 19,905 708,683
504,089 185,328 5,537 14,279 39,053 18,423 766,709
558,343 201,024 146,573 16,018 35,642 20,939 978,539
27,609 30,939 8,278 149 24,044 227 91,246 1,180,489 2,712,491 12,592 329,289 4,326,107 4,774,173
35,808 1,592 320,862 9,008 75 25,354 228 392,927 12,351 3,741,046 19,265 330,336 4,495,925 5,204,608
42,253 27,321 8,374 149 23,826 535 102,458 647,091 2,648,796 12,863 316,292 3,727,500 4,494,209
44,521 310,610 8,374 75 24,943 535 389,058 11,429 2,987,757 19,812 317,349 3,725,405 4,703,944
Investments (Note 9) Investment properties (Note 10) Property, plant and equipment (Note 11) Intangible assets (Note 12) Total noncurrent assets TOTAL ASSETS
(Continues)
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. BALANCE SHEETS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 (In thousands of Brazilian reais - R$)
September 30, 2012 Individual LIABILITIES AND SHAREHOLDERS EQUITY CURRENT Loans and financing (Note 13) Trade accounts payable (Note 14) Payables for acquisition of properties (Note 16) Taxes and contributions payable (Note 17) Interest on capital (Note 20) Deferred revenues and costs (Note 19) Taxes paid in installments Advances from customers Debentures (Note 15) Other Total Current NONCURRENT Loans and financing (Note 13) Payables for acquisition of properties (Note 16) Debentures (Note 15) Taxes paid in installments Provision for risks and lawsuits (Note 18.1) Deferred income tax and social contribution (Note 8) Deferred revenue and cost (Note 19) Total noncurrent SHAREHOLDERS EQUITY (Note 20) Capital Share issue costs Treasury shares Capital reserves Profit reserves Effects on capital transactions Accumulated profits Noncontrolling interest Total shareholders equity TOTAL LIABILITIES AND SHAREHOLDERS EQUITY Consolidated December 31, 2011 Individual Consolidated Reclassified Reclassified
75,144 124,213 41,035 11,192 36,318 1,548 1,011 290,461
80,382 214,251 52,953 19,726 41,468 304 17,796 1,548 2,702 431,130
55,652 88,212 35,593 10,529 85,042 41,756 11,473 2,376 330,633
55,652 108,941 41,436 13,194 85,042 52,097 300 9,095 11,473 1,770 379,000
784,930 43,938 300,000 23,520 94,117 26,598 1,273,103
981,181 60,012 300,000 658 24,252 92,490 105,846 1,564,439
501,863 72,634 300,000 20,715 49,114 128,213 1,072,539
501,503 92,214 300,000 861 21,360 48,135 144,511 1,108,584
1,761,662 (21,016) (29,006) 962,947 367,216 (89,996) 258,802 3,210,609 3,210,609
1,761,662 (21,016) (29,006) 962,947 365,536 (89,996) 258,802 3,208,929 110 3,209,039
1,761,662 (21,016) (34,258) 968,403 416,246 3,091,037 3,091,037
1,761,662 (21,016) (34,258) 968,403 414,101 3,088,892 127,468 3,216,360
4,774,173
5,204,608
4,494,209
4,703,944
The accompanying notes are an integral part of these interim financial information.
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. INCOME STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais, except basic and diluted earnings per share, in Brazilian reais)
Individual 07/01/2012 to 01/01/2012 to 07/01/2011 to 01/01/2011 to 09/30/2012 09/30/2012 09/30/2011 09/30/2011 NET OPERATING REVENUE (Nota 21) Operating income (expenses): Administrative expenses (headquarters) (Note 22) Administrative expenses (shopping centers) (Note 22) Expenses on projects for lease (Note 22) Expenses on projects for sale (Note 22) Expenses on share-based compensation (Note 20) Cost of properties sold Equity in subsidiaries (Note 9) Financial income (expenses), net (Note 23) Depreciation and amortization Other operating income , net INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION Current income tax and social contribution (Note 8) Deferred income tax and social contribution (Note 8) Total of Current and Deferred income tax and social contribution NET INCOME FOR THE PERIOD 166,671 495,623 148,186 431,711
(28,999) (4,036) (4,867) (1,797) (2,324) (9,460) 13,389 (9,620) (16,108) 1,231 104,080 (19,485) (12,744) (32,229) 71,851
(75,316) (28,850) (15,017) (3,742) (7,206) (26,734) 86,998 (25,739) (47,669) 2,880 355,228 (51,423) (45,003) (96,426) 258,802 1.4518 1.4511
(20,962) (9,320) (2,131) (1,858) (2,040) (9,774) 1,526 8,630 (13,329) 950 99,878 (15,122) (18,994) (34,116) 65,762
(62,314) (28,515) (8,732) (3,966) (5,549) (33,156) 10,291 25,354 (39,008) 3,249 289,365 (51,750) (48,648) (100,398) 188,967 1.0612 1.0605
Basic earnings per share (Note 27) Diluted earnings per share (Note 27)
(Continues)
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. INCOME STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais, except basic and diluted earnings per share, in Brazilian reais)
Consolidated 07/01/2012 to 01/01/2012 to 07/01/2011 to 01/01/2011 to 09/30/2012 09/30/2012 09/30/2011 09/30/2011 NET OPERATING REVENUE (Nota 21) Operating income (expenses): Administrative expenses (headquarters) (Note 22) Administrative expenses (shopping centers) (Note 22) Expenses on projects for lease (Note 22) Expenses on projects for sale (Note 22) Expenses on share-based compensation (Note 20) Cost of properties sold Equity in subsidiaries (Note 9) Financial income (expenses), net (Note 23) Depreciation and amortization Other operating income, net INCOME BEFORE INCOME TAX AND SOCIAL CONTRIBUTION Current income tax and social contribution (Note 8) Deferred income tax and social contribution (Note 8) Total of Current and Deferred income tax and social contribution INCOME BEFORE NONCONTROLLING INTEREST Noncontrolling interest Net income for the period Basic earnings per share (Note 27) Diluted earnings per share (Note 27) 205,362 720,488 165,658 482,153
(29,173) (12,423) (7,013) (4,216) (2,324) (18,421) 72 (8,230) (17,721) 1,349 107,262 (22,371) (12,862) (35,233) 72,029 (17) 72,012
(75,904) (51,501) (20,563) (13,573) (7,206) (111,515) 922 (21,442) (52,640) 3,205 370,271 (64,873) (44,508) (109,381) 260,890 (1,284) 259,606 1,4563 1,4556
(20,955) (15,378) (2,537) (4,497) (2,040) (9,852) 141 8,813 (15,134) 1,020 105,239 (17,313) (19,329) (36,642) 68,597 (3,329) 65,268
(62,652) (48,054) (9,278) (6,973) (5,549) (33,234) 1,523 27,984 (44,392) 3,614 305,142 (57,867) (49,144) (107,011) 198,131 (8,069) 190,062 1,0674 1,0666
(Convenience Translation into English from the Original Previously Issued in Portuguese) MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
Capital Stock options granted 34,941 5,549 40,490 42,603 7,206 49,809 Individual Capital Reserves Goodwill Premium reserve on issuance of reserve in capital shares 186,548 186,548 186,548 186,548 747,697 (6,381) (117) 741,199 739,252 (12,662) 726,590 Profit Reserves Effects on capital transactions (89,996) (89,996)
Capital BALANCES AT DECEMBER 31, 2010 Buyback of shares to be held in treasury Use of shares held in treasury to pay exercised shares Stock options granted Payments of supplementary dividends Net income for the period BALANCES AT SEPTEMBER 30, 2011 BALANCES AT DECEMBER 31, 2011 Buyback of shares to be held in treasury (Note 20,f) Stock options exercise (Note 20.h) Stock options granted Effects on Capital transactions (Note 20.e) Payments of supplementary interest on capital and dividends (Note 20,g) Net income for the period BALANCES AT SEPTEMBER 30,2012 1,761,662 1,761,662 1,761,662 1,761,662
Share issue costs (21,016) (21,016) (21,016) (21,016)
Treasury shares (34,769) (15,751) 10,180 (40,340) (34,258) (34,281) 39,533 (29,006)
Legal reserve 21,481 21,481 36,325 36,325
Expansion reserve 249,344 (51,469) 197,875 379,921 (49,030) 330,891
Retained earnings 188,967 188,967 258,802 258,802
Total 2,945,888 (15,751) 3,799 5,432 (51,469) 188,967 3,076,866 3,091,037 (34,281) 26,871 7,206 (89,996) (49,030) 258,802 3,210,609
(Continues)
(Convenience Translation into English from the Original Previously Issued in Portuguese) MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
Capital Share issue costs (21,016) (21.016) (21,016) (21,016) Capital Reserves Goodwill Stock Premium reserve on options reserve issuance granted in capital of shares 34,941 5.549 40.490 42,603 7,206 49,809 186,548 186.548 186,548 186,548 747,697 (6.498) 741.199 739,252 (12,662) 726,590 Consolidated Profits Reserves Adjustments in the parent (Nota 2,2) (2,765) 400 (2.365) (2,145) 465 (1,680) Effects on capital transactions (89,996) (89,996) Non controlling interest 22,328 102,016 124.344 127,468 (1,284) (126,074) 110
Capital BALANCES AT DECEMBER 31, 2010 Equity in Subsidiaries Amortization of deferred charges in subsidiary Buyback of shares to be held in treasury (Note 20,f) Use of shares held in treasury to pay exercised shares Stock options granted Payment of supplementary dividends Non-controlling interest Net income for the period before non-controlling interest BALANCES AT SEPTEMBER 30, 2011 BALANCES AT DECEMBER 31, 2011 Equity in Subsidiaries Amortization of deferred charges in subsidiary Buyback of shares to be held in treasury (Note 20,f) Stock options exercise (Note 20 h) Stock options granted Effects on capital transactions (Nota 20.e) No controlling interest: Net income for the period Effects on capital transactions (Nota 20.e) Payments of supplementary interest on capital and dividends (Note 20,g) Net income for the period before non-controlling interest BALANCES AT SEPTEMBER 30,2012 1,761,662 1.761.662 1,761,662 1,761,662
Treasury shares (34,769) (15.751) 10.180 (40.340) (34,258) (34,281) 39,533 (29,006)
Legal reserve 21,481 21.481 36,325 36,325
Expansion reserve 249,344 (51.469) 197.875 379,921 (49,030) 330,891
Retained earnings (695) (400) 190,062 188.967 (339) (465) 259,606 258,802
Total 2,943,123 (695) (15.751) 3.682 5.549 (51.469) 190,062 3.074.501 3,088,892 (339) (34,281) 26,871 7,206 (89,996) (49,030) 259,606 3,208,929
Total 2,965,451 (695) (15.751) 3.682 5.549 (51.469) 102.016 190,062 3.198.845 3,216,360 (339) (34,281) 26,871 7,206 (89,996) (1,284) (126,074) (49,030) 259,606 3,209,039
The accompanying notes are an integral part of these interim financial information
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTMEBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
2012 Individual Cash flows from operating activities Income before income tax and social contribution Adjustments Depreciation and amortization Equity in subsidiaries Share-based compensation Deferred revenue and cost Monetary restatement on debentures Monetary restatement on loans and financing Monetary restatement on payables for acquisition of properties Monetary restatement on transactions with related parties Monetary restatement on deferred revenue and cost Adjustment to present value Others Adjusted net income before income tax and social contribution Changes in operating assets and liabilities Lands and properties held for sale Trade accounts receivable Recoverable taxes Escrow deposits Received Dividends Interest received from related parties Other assets Trade accounts payable Payables for acquisition of properties Taxes and contributions payable Taxes paid Taxes paid in installments Deferred revenue and cost Advances from customers Payments of interest loans and financing obtained Payments of interest on debentures Other payables Cash flows provided by operating activities Consolidated Individual Reclassified 2011 Consolidated Reclassified
355,228
370,271
289,365
305,142
47,669 (86,998) 7,206 (21,073) 22,078 39,675 7,467 (1,462) (1,424) 741 4,119 373,226
52,640 (922) 7,206 (27,220) 22,078 39,087 10,585 (1,462) (2,072) 691 4,402 475,284
39,008 (10,291) 5,549 (19,986) 5,739 6,106 6,619 (1,766) (3,083) 636 3,761 321,657
44,392 (1,523) 5,549 (29,009) 5,739 6,106 6,619 (1,766) (7,074) 636 3,446 338,257
(3,090) 6,018 56,840 (218) 112,424 654 11,179 76,097 (22,009) (50,557) (21,158) (19,356) (45,622) (32,004) (762) 441,662
733 7,657 63,620 (411) 654 1,341 105,310 (31,270) (58,386) (31,571) (199) (26,144) 8,701 (53,390) (32,004) 624 430,549
286 400 6,049 (1,493) 1,846 210 1,340 27,163 (32,167) (20,129) (50,710) 52,553 (10,879) (23,548) (106,448) 767 166,897
(43,877) 2,372 14,702 (1,701) 210 1,224 24,733 (5,728) (26,466) (59,254) (163) 52,368 (10,879) (23,548) (106,448) 1,186 156,988
(Continues)
10
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
Individual Cash flows from investing activities Decrease (increase) in investments Decrease (Increase) in transactions with related parties Interest on loans and advances Marketable securities Additions to property, plant and equipment Increase in investment properties Additions to intangible assets Cash flows used in investing activities Cash flows from financing activities Loans and financing Payment of loans and financing Goodwill reserve Increase (decrease) in due to related parties Buyback of shares to be held in treasury Effect on capital transactions Non-controlling interest Payment of interest on capital and dividends Cash flows provided by financing activities Cash flows Cash and cash equivalents at the beginning of the period Cash and cash equivalents at end of the period Changes in cash and cash equivalents
2012 Consolidated
2011 Individual Consolidated (Reclassified) (Reclassified) (87,062) 58,209 1 (1,222) (450,352) (307) (480,733) 2,742 (1,809) 1 (1,259) (458,083) (549) (458,957)
(393,189) (5,947) (1,027) (475,874) (16,246) (892,283)
(5,195) (1,592) (1,061) (810,334) (16,262) (834,444)
460,512 (35,655) 26,871 (34,281) (89,996) (134,072) 193,379 (257,242) 504,089 246,847 (257,242)
530,694 (35,655) 26,871 (34,281) (55,133) (128,642) (134,072) 169,782 (234,113) 558,343 324,230 (234,113)
199,114 (44,240) (6,498) (5,571) (102,938) 39,867 (273,969) 764,694 490,725 (273,969)
198,844 (43,970) (6,498) (93,824) (5,571) 93,947 (102,938) 39,990 (261,979) 794,839 532,860 (261,979)
11
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. STATEMENTS OF VALUE ADDED FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
2012 Revenues: Revenues from sales and services Other revenues Allowance for doubtful accounts Inputs purchased from third parties: Cost of sales and services Energy, outside services and other Gross value added 443,448 Retentions: Depreciation and amortization Wealth created Wealth received in a transfer: Equity in subsidiaries Financial income Distribution of wealth Wealth distributed: Personnel Direct remuneration Benefits FGTS Taxes, fees and contributions Federal State Municipal Lenders Interests, exchange rate changes and inflation adjustment Rental Expenses Shareholders Retained earnings (47,669) 395,779 378,184 (39,008) 339,176 Individual 2011 471,426 4,433 3,888 479,747 (33,156) (68,407) (101,563)
540,569 4,546 (1,314) 543,801 (26,734) (73,619) (100,353)
86,998 43,414 130,412 526,191
10,291 62,157 72,448 411,624
(36,921) (2,689) (966) (40,576) (145,187) (85) (7,334) (152,606) (68,633) (5,574) (74,207) (258,802) (258,802) (526,191)
(30,773) (2,503) (737) (34,013) (145,447) (29) (4,483) (149,959) (33,873) (4,812) (38,685) (188,967) (188,967) (411,624)
Wealth distributed
(Continues)
12
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. STATEMENTS OF VALUE ADDED FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2012 AND 2011 (In thousands of Brazilian reais - R$)
Consolidated 2012 2011 Revenues: Revenues from sales and services Other revenues Allowance for doubtful accounts Inputs purchased from third parties: Cost of sales and services Energy, outside services and others Gross value added Retentions: Depreciation and amortization Wealth created Wealth received in a transfer: Equity in subsidiaries Financial income Distribution of wealth Wealth distributed: Personnel Direct remuneration Benefits FGTS Taxes, fees and contributions Federal State Municipal Lenders Interests, exchange rate changes and inflation adjustment Rental expenses Shareholders Dividends Retained earnings 781,296 4,872 (1,731) 784,437 (111,515) (106,894) (218,409) 566,028 529,476 4,504 4,362 538,342 (33,234) (88,494) (121,728) 416,614
(52,640) 513,388
(44,392) 372,222
922 48,802 49,724 563,112
1,523 65,105 66,628 438,850
(37,741) (3,015) (967) (41,723) (168,477) (92) (16,449) (185,018) (69,706) (5,775) (75,481) (1,284) (259,606) (260,890) (563,112)
(31,720) (2,869) (799) (35,388) (154,948) (33) (11,305) (166,286) (34,197) (4,848) (39,045) (8,069) (190,062) (198,131) (438,850)
Wealth distributed
13
MULTIPLAN EMPREENDIMENTOS IMOBILIRIOS S.A. NOTES TO THE INTERIM FINANCIAL INFORMATION FOR THE QUARTER ENDED SEPTEMBER 30, 2012 (In thousands of Brazilian reais, unless otherwise indicated) 1. GENERAL INFORMATION The individual and consolidated interim financial information of Multiplan Empreendimentos Imobilirios S.A. (Company, Multiplan or Multiplan Group when referred to jointly with its subsidiaries) for the nine-month period ended September 30, 2012 were authorized for issuance by Management on November 05, 2012. The Company was established as a publicly-traded entity headquartered in Brazil, whose shares are traded on the So Paulo Stock Exchange (BM&FBovespa). The Company is located at Avenida das Amricas, 4200, Bloco 2 - 5th floor, Barra da Tijuca, Rio de Janeiro, Brazil. The Company was established on December 30, 2005 and in engaged mainly in (a) the planning, construction, development and sale of real estate projects of any nature, either residential or commercial, including mainly urban shopping centers and areas developed based on these real estate projects; (b) the purchase and sale of real estate and the acquisition and disposal of real estate rights, and their operation, in any mean, including through lease; (c) the provision of management and administrative services for its own shopping centers, or those of third parties; (d) the provision of technical advisory and support services concerning real estate issues; (e) civil construction, the execution of construction works and provision of engineering and similar services in the real estate market; (f) development, promotion, management, planning and intermediation of real estate developments; (g) import and export of goods and services related to its activities; and (h) the acquisition of equity interests and share control in other entities, as well as joint ventures with other entities, where it is authorized to enter into shareholders agreements in order to attain or supplement its corporate purpose. As at September 30, 2012 and December 31, 2011, the Company holds direct and indirect interests in the following real estate developments:
Beginning of operations Equity interest - % September December 2012 2011
Real estate development Shopping centers BHShopping BarraShopping RibeiroShopping MorumbiShopping ParkShopping DiamondMall Shopping Anlia Franco ParkShopping Barigui Shopping Ptio Savassi BarraShopping Sul Vila Olmpia New York City Center Santa rsula Parkshopping So Caetano
Location
Belo Horizonte Rio de Janeiro Ribeiro Preto So Paulo Braslia Belo Horizonte So Paulo Curitiba Belo Horizonte Porto Alegre So Paulo Rio de Janeiro So Paulo So Caetano
1979 1981 1981 1982 1983 1996 1999 2003 2004 2008 2009 1999 1999 2011
80.0 51.1 76.2 65.8 60.0 90.0 30.0 84.0 96.5 100.0 60.0 50.0 62.5 100.0
80.0 51.1 76.2 65.8 60.0 90.0 30.0 84.0 96.5 100.0 30.0 50.0 62.5 100.0
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The majority of the shopping centers are managed based on a structure known as Condomnio Pro Indiviso" - CPI (undivided interest). The shopping centers are not legal entities, but units operated under an agreement whereby the owners (investors) share all revenues, costs and expenses. The CPI structure is an option permitted by Brazilian laws for a period of five years, with possibility of renewal. Under the CPI structure, each co-investor holds an interest in property, which is undivided. On September 30, 2012, the Company is the legal representative and manager of all above mentioned shopping centers. The activities performed by the major investees are summarized below (see information on Multiplans equity interest in these investees in Note 2): a) Multiplan Administradora de Shopping Centers Ltda. It is engaged in managing parking lots in its own shopping centers, and also managing, promoting, operating and developing third party shopping centers. b) Silent Partnership (SCP) On February 15, 2006, the Company and its parent company Multiplan Planejamento, Participaes e Administrao S.A. (MTP) established a silent partnership to build a residential real estate project named Royal Green Pennsula. The Company holds 98% interest. However, MTP holds the share control of the SCP. c) MPH Empreendimentos Imobilirios Ltda. The Company holds 100% interest in MPH Empreendimentos Imobilirios Ltda., 50% trought its subsidiary Morumbi Business Center Empreendimentos Imobilirios. MPH Empreendimentos Imobilirios Ltda. was established on September 1, 2006 and is engaged mainly in developing, holding interest in and subsequently operating a shopping mall located in Vila Olmpia district in the city of So Paulo, in which holds 60% interest. d) Manati Empreendimentos e Participaes S.A. (Manati) It is engaged in operating and managing, either directly or indirectly, a parking lot and Shopping Center Santa rsula, located in the city of Ribeiro Preto, in the So Paulo State. Manati is jointly controlled by Multiplan Empreendimentos Imobilirios S.A. and Aliansce Shopping Centers S.A., as defined in the Shareholders Agreement dated April 25, 2008. e) Parque Shopping Macei S.A.(formerly named Halleiwa Empreendimentos Imobilirios S.A) It is engaged in the construction and development of real estate projects, including shopping centers with parking spaces in a land located at Av. Gustavo Paiva s/n, Cruz das Almas, Macei. Parque Shopping Macei is jointly controlled by Multiplan Empreendimentos Imobilirios S.A. and Aliansce Shopping Centers S.A., as defined in the Shareholders Agreement dated May 20, 2008.
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f)
Danville SP Empreendimentos Imobilirios Ltda.(Danville) It is engaged in developing real estate projects including the purchase, sale, lease and development of own real estate, without providing services to third parties, as well as holding interests in other entities.
g) Multiplan Greenfield I Empreendimento Imobilirio Ltda. It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. h) Barrasul Empreendimento Imobilirio Ltda. It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. i) Ribeiro Residencial Empreendimento Imobilirio Ltda. (formerly named Multiplan Ribeiro Empreendimento Imobilirio Ltda.) It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. j) Morumbi Business Center Empreendimento Imobilirio Ltda. The Company holds 100% interest in Morumbi Business Center Empreendimento Imobilirio Ltda., which holds 50% interest in MPH Empreendimentos Imobilirios Ltda. As mentioned in Note 1.c, MPH Empreendimentos Imobilirios Ltda. holds 60% interest in Shopping Vila Olmpia.
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k) Multiplan Greenfield II Empreendimento Imobilirio Ltda. It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. l) Multiplan Greenfield III Empreendimento Imobilirio Ltda. It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. m) Multiplan Greenfield IV Empreendimento Imobilirio Ltda. It is engaged in (i) the planning, implementation, development and sale of real estate developments of any nature; (ii) purchase and sale of properties and acquisition and sale of real estate rights, and the exploration thereof; (iii) rendering of commercial center management and administration services; (iv) technical consulting and support services related to real estate issues; (v) civil construction, performance of construction works and rendering of engineering and related services in the real estate sector; (vi) real estate development, promotion, management and planning. n) Jundia Shopping Center Ltda. It is engaged in (i) purchase, sale of properties and development of own real estate, without providing services of any nature to third parties; and (ii) acquisition of equity
interests and share control in other entities.
o) Parkshopping Campo Grande Ltda. It is engaged in (i) purchase, sale of properties and development of own real estate, without providing services of any nature to third parties; and (ii) acquisition of equity
p) Parkshopping Corporate Empreendimento Imobilirio Ltda. It is engaged in (i) purchase, sale of properties and development of own real estate, without providing services of any nature to third parties; and (ii) acquisition of equity
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q) Other In September 2006, the Company entered into a Private Instrument for Service Agreement Assignment with its subsidiaries Renasce - Rede Nacional de Shopping Centers Ltda., Multiplan Administradora de Shopping Centers Ltda., CAA - Corretagem e Consultoria Publicitria S/C Ltda., and CAA - Corretagem Imobiliria Ltda. Under this agreement, beginning October 1, 2006, the aforementioned subsidiaries assign to and confer upon the Company all rights and obligations arising from the service agreements entered into between those subsidiaries and the shopping centers. Therefore, the Company started to perform the following activities: (i) provision of specialized brokerage, advertising and publicity advisory services, for lease and/or sale of commercial spaces (merchandising); (ii) provision of specialized real estate brokerage and business advisory services in general; and (iii) management of shopping centers. 1.1. Capital increase and cession of assets and liabilities On May 2nd and 31st, 2012, the Company increased the Jundia Shopping Center Ltda. capital in R$52,693 and R$79,759, respectively, and Parkshopping Campo Grande Ltda. capital in R$28,220 and R$39,001, respectively, through the transfer of investment properties held by the Company, as well as all rights and obligations relating to these projects. On August, 30 and September 30, 2012, the Company increased the Parkshopping Corporate Empreendimento Imobilirio Ltda. capital in R$1,732 and R$35,367, respectively, through the transfer of investment properties held by the Company, as well as all rights and obligations relating to this project. The Company continues to hold, indirectly, 100% participation in the projects mentioned above. The assets and liabilities transferred are as follows:
Jundia Parkshopping Shopping Campo Center Ltda. Grande Ltda. Assets: Cash and cash equivalents Marketable securities Trade accounts receivable Other current assets Noncurrent assets Investment properties/property, plant and equipment Total assets Liabilities: Current liabilities Loans and financing (i) Other liabilities Total liabilities Total liabilities Total net assets 4,577 8,730 2,014 1,618 230,109 247,048 88 19,321 17,005 1,709 5,244 145,330 188,697 Parkshopping Corporate Empreendimento Imobilirio Ltda. 2,548 3,535 640 54 33,724 40,501
5,778 83,511 25,307 114,596 132,452
19,146 60,359 41,971 121,476 67,221
3,402 3,402 37,099
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(i) Considering that the shopping centers under construction in Jundia (SP) and Campo Grande (RJ) are being developing by specific purpose companies wholly owned by the Company, the resources obtained throught loans and financings contracted by the Company relating to these projects were fully transferred, according to communication sent to the financial institutions dated April 13, 2012, to the specific purposes companies in order to conclude the shopping centers construction and to inaugurate both shopping centers. The Companys management understands that such transferring does not imply in the financial debit short term maturity.
2.
PRESENTATION OF INTERIM FINANCIAL INFORMATION AND ACCOUNTING POLICIES 2.1. Presentation of interim financial information The consolidated interim financial information have been prepared and are presented in accordance with accounting practices adopted in Brazil, which comprise the standards and pronouncements issued by the Brazilian Securities Commission (CVM) and the Accounting Pronouncements Committee (CPC), which are in conformity with International Financial Reporting Standards (IFRS) applicable to real estate development entities in Brazil and approved by the Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC). 2.2. Basis of consolidation The consolidated interim financial information is comprised of the interim financial information of the Company and its subsidiaries as at September 30, 2012 and December 31, 2011, as presented below:
% interest September 30, 2012 December 31, 2011 Direct Indirect Direct Indirect 99,99 99,99 99,00 99,00 99,61 50,00 50,00 50,00 99,99 100,00 99,99 99,99 99,99 99,99 99,99 99,99 99,99 100,00 99,99 99,99 99,99 99,00 99,00 50,00 99,99 99,99 99,00 99,00 99,61 41,96 50,00 50,00 99,99 100,00 99,99 99,99 99,99 99,99 99,99 99,99 99,99 100,00 99,99 99,99 99,99 99,00 99,00 -
Corporate Name RENASCE - Rede Nacional de Shopping Centers Ltda. (b) County Estates Limited (a) Embassy Row Inc. (a) EMBRAPLAN - Empresa Brasileira de Planejamento Ltda. (c) CAA Corretagem e Consultoria Publicitria S/C Ltda. (b) Multiplan Administradora de Shopping Centers Ltda. CAA Corretagem Imobiliria Ltda. (b) MPH Empreendimentos Imobilirios Ltda. (e) Manati Empreendimentos e Participaes S.A. Parque Shopping Macei S.A. Danville SP Participaes Ltda. Multiplan Holding S.A. Multiplan Greenfield I Empreendimento Imobilirio Ltda. Barrasul Empreendimento Imobilirio Ltda. Ribeiro Residencial Empreendimento Imobilirio Ltda. Multiplan Greenfield II Empreendimento Imobilirio Ltda. Multiplan Greenfield III Empreendimento Imobilirio Ltda. Multiplan Greenfield IV Empreendimento Imobilirio Ltda. Morumbi Business Center Empreendimento Imobilirio Ltda. Ptio Savassi Administrao de Shopping Center Ltda. Jundia Shopping Center Ltda. (d) Parkshopping Campo Grande Ltda. (d) Parkshopping Corporate Empreendimento Imobilirio Ltda (d)
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(a) (b) (c) (d) (e)
Foreign entities. During 2007 the operations of the aforementioned subsidiaries were transferred to the Company. Dormant company. During 2011, these were dormant company, going into operation in 2012. See detail of the changings in interest participation in note 9 a.
The interim financial information of the subsidiaries are prepared for the same reporting period as the parents, using consistent accounting policies. All intragroup balances, revenues and expenses are fully eliminated. For subsidiaries Manati Empreendimentos e Participaes S.A. and Parque Shopping Macei S.A., whose shareholders agreements provide for joint control, the consolidation includes assets, liabilities, income and expenses, proportionately to the total interest in the capital of the related jointly-owned subsidiary, based on the interim financial information for the quarter ended September 30, 2012 as follow: Manati Empreendimentos e Participaes S.A.
Assets Current 8,430 8,430 Liabilities Current Noncurrent Noncurrent: Trade accounts receivable Deferred income tax and social contribution Investment property Intangible assets 1,634 410
72 1,526 58,826 2,066 62,490 70,920
Shareholders equity: Capital Accumulated losses
72,636 (3,760) 68,876 70,920
Total Income statement Gross operating revenues from sales Rental Key money Parking lot Other revenue Taxes and contributions on sales Net revenues Administrative expenses (headquarters) Administrative expenses (shopping centers) Depreciation and amortization Financial income net Income tax and social contribution Deferred income tax and social contribution Net income of the period
Total
4,864 282 528 60 5,734 (514) 5,220 (40) (2,990) (1,688) 410 912 (210) (122) 580
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Parque Shopping Macei S.A.

Assets Current Noncurrent Marketable Securities (1) Investment property Intangible Deferred charges Total Statement of operations Administrative expenses (projects) Financial income, net Net loss of the period
(1) R$1,592 related to 50% interest participation in the Company.
Liabilities 8,952 8,952 3,184 105,552 28 1,018 109,782 118,734 Current Noncurrent Shareholdersequity Capital Advance for future capital increase Accumulated losses Total 1,192 35,198 29,894 57,012 (4,562) 82,344 118,734
(2,128) 136 (1,992)
Reconciliation between the Individual and consolidated shareholders equity and net income for the nine-month period ended September 30, 2012 and 2011 is as follows:
September 30, 2012 September 30, 2011 December 31, 2011 Net income Net income Net income Shareholders for the Shareholders for the Shareholders for the equity period equity period equity period Individual Equity in the earnings of county (a) Deferred assets(b) Consolidated (a) (b) 3,210,609 (1,680) 3,208,929 258,802 (339) 1,143 259,606 3,076,866 (2,365) 3,074,501 188,967 (695) 1,790 190,062 3,091,037 (2,145) 3,088,892 296,890 666 620 298,176
Adjustment relating to the Companys equity in the earnings of County not reflected on equity in the earnings of Renasce. Adjustment relating to the write-off of subsidiaries deferred charges for consolidation purposes only.
2.3. Investment in subsidiaries Multiplan's investments in its subsidiaries are accounted for under the equity method. Under the equity method, the investment in an associate is accounted for in the balance sheet at cost, plus changes after the acquisition of equity interest in the associate. The income statement reflects the share of gains or losses arising from the associates transactions. When a change is directly recognized in the associates shareholders equity, the Company will recognize its share in the changes made and disclose such fact in the statement of changes in equity, when applicable. Unrealized gains and losses arising from transactions between the Company and the associate are eliminated based on the Companys interest in the associate. 21
The equity interest in the associate will be shown in the income statement as equity in subsidiaries and subsidiaries, representing the net income attributable to the associates shareholders. The associates interim financial information have been prepared for the same reporting period as the Company. Where necessary, the accounting policies are adjusted to conform to those adopted by the Company. After applying the equity method of accounting, the Multiplan Group determines whether it is necessary to recognize an additional impairment loss on the Companys investment. The Company determines at each reporting period if there is objective evidence that the investment in the associate is impaired. In such case, the Company calculates the impairment loss as the difference between the recoverable amount of the associate and its carrying amount and recognizes the amount in the income statement. 2.4. Functional currency and presentation of interim financial information The functional currency of the Company and its subsidiaries in Brazil is the Brazilian real (R$), which is the currency used in preparing and presenting the interim financial information (Company and subsidiaries). 2.5. Revenue recognition Rental The tenants of commercial units generally pay a rent corresponding to the higher of a minimum monthly amount, adjusted annually based on the General Price Index Internal Availability (IGP-DI) fluctuation or the amount arising from the application of a percentage on each tenants gross sales revenues. The Company records store lease transactions as operating leases. The minimum lease amount, plus periodic fixed increases set forth in the contracts, less inflation adjustments, is recognized proportionally to the Companys interest in each development, on a straight-line basis over the term of the contracts, regardless of the payment method. The difference between the minimum amount and the amount resulting from the application of percentages on gross sales revenues is considered as contingent payments and recognized in profit or loss when incurred. The effects of inflation adjustments are also recognized when incurred. Key Money The Key money contracts (key money or assignment of technical structure of shopping centers) are recorded as deferred revenues, in liabilities, when signed. Income or loss on assignment of rights, including revenues from assignment of rights, repurchase of points of sale and reversal key money (monetary incentive given to the stores renters for their acceptance in shopping center) and brokerage expenses are recognized on a straight-line basis, over the term of the lease contract of the related stores, as from the beginning of rental. 22
Sale of properties For installment sales of completed units, income is recognized when sales are made, irrespective of the period for receipt of the contractual amount. Fixed interest rates are recognized in profit or loss on an accrual basis, irrespective of its receipt. The Company recognizes real estate development revenues and corresponding costs based on OCPC 01, i.e., under the percentage-of-completion method. Under OCPC 04, a real estate construction contract could fall under the scope of CPC 17 (Construction Contracts) or CPC 30 (Revenue). Should the contract fall under CPC 17, revenue will be recognized under the percentage-of-completion method. On the other hand, under CPC 30 Revenues, the issue refers to the transfer of significant control, risks and rewards on an ongoing basis or in a single event (delivery of keys). If the transfer is carried out on an ongoing basis, revenue should be recognized under the percentageof-completion method. Otherwise, revenue will be recognized only when keys are delivered. After an in-depth analysis of its contracts, the Company identified that control, risks and rewards are transferred during the construction works. Accordingly, revenue from real estate activities is recognized under the percentage-of-completion method. The Company conducts the following procedures: The costs incurred are recorded as inventories (construction in progress) and fully recognized in profit or loss as units are sold. After sale, costs to be incurred to complete the unit construction will be recognized in profit or loss when incurred. The percentage of costs of units sold, including land, is determined in relation to total budgeted costs estimated through the completion of the work. Such percentage is applied to the price of units sold and adjusted by selling expenses and other contractual conditions. The corresponding income is recorded as revenues as a balancing item to trade accounts receivable or probable advances received. Thereafter and until the construction work is completed, the units sale price will be recognized in profit or loss as revenues proportionately to the costs incurred to complete the unit, in relation to total budgeted cost. The changes in the project execution and conditions and estimated earnings, including changes resulting from contractual fines and settlements that may give rise to a review of costs and revenues, are recognized when such reviews are made. Sales revenues, including inflation adjustment, less installments received, are recorded as trade accounts receivable or advances from customers, as applicable. Parking Refers to revenues from the operation of parking lots in shopping centers. These revenues are recognized in profit or loss on an accrual basis and stated net of amounts transferred to shopping centers.
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Services Refer to revenues from the provision of services such as brokerage, advertising and promotion advisory, lease and/or sale of merchandising spaces, revenues from provision of specialized brokerage and real estate business advisory services in general; revenue from management of construction work and revenues from management of shopping centers. These revenues are recognized in profit or loss on an accrual basis. 2.6. Expense recognition Expenses are recognized in profit or loss on an accrual basis. 2.7. Financial instruments - Initial recognition and subsequent measurement Financial instruments are only recognized when the Company becomes a party to the underlying contracts. They are initially recognized at fair value plus transaction costs directly attributable to their acquisition or issue, except for financial assets and liabilities at fair value through profit or loss, when such costs are directly charged to profit or loss. Financial instruments are subsequently measured at the balance sheet date based on the classification of financial assets and financial liabilities. (i) Financial assets Initial recognition and measurement Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, financial assets available for sale, or derivatives classified as effective hedge instruments, when applicable. The Company classifies its financial assets upon initial recognition, when it becomes a party to the underlying contract. Financial assets are initially recognized at fair value plus - in case of investments not designated at fair value through profit or loss - transaction costs attributable to the acquisition of financial assets. The main financial assets recognized by the Company are: cash and cash equivalents, marketable securities, trade accounts receivable and sundry loans and advances. Subsequent measurement Financial assets are measured based on their classification as follows:
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Financial assets at fair value through profit or loss Include financial assets held for trading and assets designated at fair value through profit or loss on initial recognition. They are classified as held for trading if originated for the purpose of sale or repurchase in the short term. They are measured fair value at every balance sheet date. Interest, inflation adjustment and exchange rate changes and fluctuations arising from measurement at fair value are recognized in profit or loss, when incurred, as financial income or financial expenses. Held-to-maturity financial assets Include non-derivative financial assets with fixed or determinable payments and fixed maturities for which the Company has the positive intention and ability to hold to maturity. After initial recognition, they are measured at amortized cost under the effective interest method. Under this method, the discount rate applied on future estimated receipts over the expected term of the financial instrument results in their net carrying amount. Interest, inflation adjustment and exchange rate changes, less impairment losses, if applicable, are recognized in profit or loss, when incurred, as financial income or financial expenses Loans and receivables Include non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, they are measured at amortized cost under the effective interest method. Interest, inflation adjustment and exchange rate changes, less impairment losses, if applicable, are recognized in profit or loss, when incurred, as financial income or financial expenses. (ii) Financial liabilities Initial recognition and measurement Financial liabilities are classified as financial liabilities at fair value through profit or loss, loans and financing, or derivatives classified as hedge instruments, as the case may be. The Company classified its financial liabilities on initial recognition. Financial liabilities are initially recognized at fair value, and in case of loans and financing, are increased by the relevant transaction costs. The main financial liabilities recognized by the Company are: loans and financing, debentures and payables for acquisition of property. Subsequent measurement Financial liabilities are measured based on their classification as follows:
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Financial liabilities at fair value through profit or loss Include financial liabilities regularly traded before maturity, liabilities designated at fair value through profit or loss on initial recognition. They are measured at fair value at every balance sheet date. Interest, inflation adjustment and exchange rate changes arising from fair value measurement, when applicable, are recognized in profit or loss, when incurred. Financial liabilities not measured at fair value through profit or loss Include non-derivative financial liabilities that are not regularly traded before maturity. After initial recognition, they are measured at amortized cost under the effective interest method. Interest, inflation adjustment and exchange rate changes, when applicable, are recognized in profit or loss, when incurred. 2.8. Discount to present value of assets and liabilities Long-term monetary assets and liabilities are adjusted for inflation and, therefore, adjusted to present value. The adjustment to present value of short-term monetary assets and liabilities is calculated and recorded only when the effect is considered material in relation to the interim financial information taken as a whole. To account for and determine materiality, the adjustment to present value is calculated considering the contractual cash flows and the explicit and, in certain cases, implicit interest rates of the related assets and liabilities. 2.9. Treasury shares Own equity instruments that are bought back (treasury shares) are recognized at cost and deducted from shareholders equity. No gain or loss is recognized in the income statement on the purchase, sale, issue or cancellation of the Company's own equity instruments. Any difference between the carrying amount and the consideration is recognized in a goodwill reserve. 2.10. Investment properties Investment properties are stated at acquisition, development or construction cost, less accumulated depreciation calculated under the straight-line method at rates that take into consideration the estimated useful lives of the assets. Repair and maintenance costs are recorded only if the economic benefits associated to these items are probable and the amounts can be measured reliably, while other costs are directly charged to profit or loss when incurred. The recovery of investment properties through future transactions as well as their useful lives and residual value are monitored on an ongoing basis and adjusted prospectively, if necessary. The fair value of investment properties is determined annually in December only for purposes of disclosure.
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2.11. Property, plant and equipment Property, plant and equipment items are stated at acquisition, development or construction cost, less accumulated depreciation calculated under the straight-line method at rates that take into consideration the estimated useful lives of the assets. Repair and maintenance costs are recorded only if the economic benefits associated to these items are probable and the amounts can be measured reliably, while other expenses are directly charged to profit or loss when incurred. The recovery of property, plant and equipment through future transactions as well as their useful lives and residual value are monitored on an ongoing basis and adjusted prospectively, if necessary. 2.12. Lease Operating lease agreements are recognized as an expense based on an approach that represents the period in which the benefit from the leased asset is obtained, even if these lease payments are not made on the same basis. 2.13. Loan costs Interest and financial charges on loans for investment in construction in progress are capitalized until assets start to operate and are depreciated based on the same criteria and useful life determined for the property, plant and equipment item or investment property in which they were included. All other loan costs are recorded as expenses when incurred. 2.14. Intangible assets Intangible assets acquired separately are stated at cost on initial recognition and, subsequently, are stated less accumulated amortization and impairment losses, where applicable. Goodwill on investment acquisitions and investments fully recognized through December 31, 2008 based on future earnings were amortized under the straight-line method through December 31, 2008 over the estimated recovery period of no longer than five years. Beginning January 1, 2009, goodwill is no longer amortized and continues to be tested for impairment annually. Intangible assets with finite useful lives are amortized over their estimated useful lives and tested for impairment when there is any indication of impairment. Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually. 2.15. Land and properties for sale Land and properties for sale are valued at acquisitions or construction cost that does not exceed the market value.
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2.16. Impairment losses on non-financial assets Management reviews annually the net carrying amount of assets to assess events or changes in economic, operational or technological conditions that might indicate that assets are impaired. When such evidence is identified and the carrying amount exceeds the recoverable amount, an allowance for impairment is recognized to adjust the carrying amount to the recoverable amount. The recoverable amount of an asset or certain cash-generating unit (CGU) is defined as the higher of the value in use and net sales amount. In estimating the value in use of an asset, the estimated future cash flows are discounted to their present values using a pretax discount rate that reflects the weighted average cost of capital in the industry where the CGU operates. The net sales amount is determined, whenever possible, based on a firm sales contract at arms length, entered into between knowledgeable, willing buyers and knowledgeable, willing sellers, adjusted by expenses attributable to the sale of the asset, or, when there is no firm sales contract, based on the fair value in an active market, or the price of the most recent transaction involving similar assets. 2.17. Cash and cash equivalents Include cash, positive balances in current accounts, short-term investments redeemable at any time subject to a low risk of significant change in their fair values. Short-term investments included in cash equivalents are classified as financial assets at fair value through profit or loss. 2.18. Trade accounts receivable These are stated at realizable amounts. An allowance for doubtful accounts was recognized in an amount considered sufficient by Management to cover probable losses on the collection of receivables. 2.19. Provision for legal and administrative proceedings The Company is a party to various lawsuits and administrative proceedings. Provisions are recognized for all contingencies related to lawsuits for which it is probable that an outflow of funds will be made to settle the contingency/obligation and its amount can be estimated reliably. The likelihood of loss is assessed based on available evidence, the hierarchy of laws, available case rulings, most recent court decisions and their relevance within the legal system, and the assessment made by the outside legal counsel. Provisions are reviewed and adjusted to take into account changes in circumstances, such as the applicable statutes of limitation, completion of tax audits or additional exposures identified based on new issues or court decisions. The contingencies whose risks were assessed as possible are disclosed in the accompanying notes 18.
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2.20. Other liabilities and assets A liability is 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 resources will be required to settle it. Some liabilities involve uncertainties as to term and amount, and are estimated as incurred and recorded through a provision. Provisions are recorded based on the best estimates of the risk involved. An asset is recognized in the balance sheet when it is probable that its future economic benefits will flow to the Company and its cost or amount can be measured reliably. Assets and liabilities are classified as current whenever their realization or settlement is probable over the next twelve months. Otherwise, they are recorded as noncurrent. 2.21. Taxation Revenues from sales and services are subject to the following taxes and contributions, at the following basic tax rates: Rate Parent Subsidiaries 1.65% 7.6% 2% to 5% 0.65% 3.0% 2% to 5%
Tax Tax on revenue Tax on revenue Service Tax
Abbreviation PIS COFINS ISS
These taxes are presented as sales deductions in the income statement. Credits arising from non-cumulative PIS/COFINS are presented as deductions from the operating income and expenses in the income statement. Debits arising from financial income, as well as credits arising from financial expenses are presented as a deduction from those specific captions in the income statement. Taxes on income include income tax and social contribution. Income tax is computed on taxable income at the rate of 25% whereas social contribution is computed at the rate of 9% on taxable income, on an accrual basis. Therefore, additions to the book income of temporarily nondeductible expenses or the deductions of temporarily nontaxable revenues, used to determine current taxable income give rise to deferred tax credits or debits. As prescribed by tax laws, all entities comprising the Multiplan Group, which posted prior-year gross annual revenues below R$48,000 opted for the deemed income regime. The provision for income tax is recognized quarterly, at the rate of 15%, plus a 10% surtax (on the portion in excess of R$60 of quarterly deemed income), applied to the tax base of 32% of revenue from sales. Social contribution is computed at the rate of 9% applied to the tax base of 32% of revenue from sales. Financial income and other revenues are fully taxed at statutory IRPJ and CSLL rates. Prepayments or amounts to be offset are presented under current or noncurrent assets, based on their expected realization. 29
As set forth in Law No. 9065 dated June 20, 1995, the Company offset tax loss carry forwards against net income adjusted by additions and deductions provided for in income tax and social contribution legislation, subject to the maximum offset limit of 30% (thirty percent) of such adjusted net income. Deferred tax credits arising from tax loss carry forwards and temporary differences are calculated at the rate of 34% and recognized to the extent that it is probable that there will be a positive taxable base for which temporary differences can be used. 2.22. Share-based compensation The Company granted to its management, employees and services providers or those of the companies under its control, eligible to the program, stock options that are only exercisable after specific grace periods. These options are measured at fair value determined under the Black-Scholes method on the dates stock option plans are granted, and are recorded in operating income (expenses) under expenses on sharebased compensation, on a straight-line basis after the grace periods, as a balancing item to stock options granted in capital reserves in shareholders equity. For further details see Note 20.h. 2.23. Significant accounting estimates They are used to measure and recognize certain assets and liabilities in the Companys and its subsidiaries interim financial information. These estimates were determined based on past and current events, assumptions about future events, and other objective and subjective factors. Significant items subject to these estimates include the determination of the useful lives of property, plant and equipment and intangible assets; allowance for doubtful accounts; the cost to be incurred and the total estimated cost for the real estate ventures; allowance for investment losses; analysis of recoverability of property, plant and equipment and intangible assets; realization of deferred income and social contribution taxes; the rates and terms applied in determining the discount to present value of certain assets and liabilities; provision for contingencies; fair value measurement of share-based compensation and financial instruments; and estimates for disclosure of the sensitivity analysis table of derivatives pursuant to CVM Instruction No. 475/08 and fair value measurement of investment properties. Settlement of transactions involving these estimates may result in amounts significantly different from those recorded in the interim financial information due to the uncertainties inherent in the estimation process. The estimates and assumptions are based on current expectations and projections of the Company's management about future events and financial trends that affect or may affect the Company's business and, consequently, its interim financial information. Such estimates and assumptions are prepared based on information currently available and known by Management. Many important factors may adversely impact the Company's results of operations, and in view of such risks and uncertainties, estimates and future prospects may not materialize. The Company reviews its estimates and assumptions at least quarterly.
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2.24. New accounting pronouncements a) Technical pronouncements issued by the IASB The International Accounting Standards Board- IASB issued the following main rules, which had not yet came into force until the date of issuance of the Companys interim financial information. IAS 28 - Investments in associates and jointly controlled entities (2011) - changes the IAS in order to cover only the requirements for separate financial statements. IFRS 9 - Financial Instruments - This standard sets out the principles for disclosing financial assets and financial liabilities that will provide useful and relevant information to assess the amount, timing and uncertainties of future cash flows IFRS 10 - Consolidated Financial Statements - This standard includes a new definition of control to determine which entities will be included in the consolidated financial statements of a group of entities. IFRS 10 partially supersedes IAS 27 (CPC 36). IFRS 11 - Joint Arrangements - This standard sets out the principles for the financial reporting of joint arrangements. Proportionate consolidation will no longer be permitted for joint ventures and/or joint control. IFRS 12 - Disclosure of Interest in Other Entities - Enhances disclosure requirements for subsidiaries, jointly controlled entities and/or joint ventures, associates and special purpose entities. IFRS 12 supersedes the requirements previously included in IAS 27 (CPC 35), IAS 31 (CPC 19) and IAS 28 (CPC 18). IFRS 13 - Fair Value Measurement- IFRS 13 replaces guidelines related to fair value measurement in IFRSs available for a single standard. More extensive disclosures will be required. While the Company awaits the approval of the international standards by the CPC, it is analyzing the impacts of these new standards on its interim financial information. Based on Managements opinion, there are no other standards and interpretations issued and not yet effective that may significantly affect the profit or loss or shareholders equity reported by the Company. 2.25. Reclassifications The following reclassifications were made to the December 31, 2011 and to the ninemonth period ended September 30, 2011 financial statements, presented for comparative purposes:
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i.
The individual and consolidated balance sheets as of December 31, 2011, was reclassified by R$5,537 and R$146,573, respectively, from non-current to current assets Land and Property held for sales in accordance with new disclosure practice adopted by the Company as from 2012 on.
ii. The statements of cash flows for the nine-month period ended September 30, 2011, were reclassified as follow: a) The interest on loans and debentures in amount of R$23,548 and R$106,488, respectively, previously presented as financing activity are presented as operating activity represented in the individual and consolidated cash flow. b) The dividends received in amount of R$1,846, previously presented as investing activity are presented as operating activity of the consolidated cash flow. iii. The individual and consolidated balance sheets as of December 31, 2011, were reclassified by R$18,195 from current to non-current assets Trade Accounts Receivables - Property sale in accordance with the new disclosure practice adopted by the Company from 2012 on. iv. The individual and consolidated balance sheets as of December 31, 2011, were reclassified by R$74,967 and R$78,231 respectively, from Tax and contribution payable to Recoverable taxes and contribution in order to present such taxes by its net amount in accordance with the new disclosure practice adopted by the Company from 2012 on.
3.
CASH AND CASH EQUIVALENTS

December 31, 2011 September 30, 2012 Individual Consolidated Individual Consolidated Cash and banks Investments- Bank Certificates of Deposit Investments - bank commitments 16,194 104,655 125,998 246,847 29,104 169,128 125,998 324,230 24,675 250,834 228,580 504,089 39,074 290,689 228,580 558,343
Short-term investments are represented by bank certificates of deposit and/ or bank commitments, yielding average interest of approximately 100% of the Interbank Certificate of Deposit - CDI fluctuation, which may be redeemed at any time without affecting earnings recognized or with no risk of significant change in value. The above mentioned short-term investments are under custody of Bradesco, Banco do Brazil, Ita Unibanco, Votorantim and Santander banks.
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4.
TRADE ACCOUNTS RECEIVABLE

September 30, 2012 Individual Consolidated Rental Key Money Debt acknowledgment (a) Parking lots Management fees (b) Sales Advertising Property sale (c) Other Allowance for doubtful accounts Noncurrent Current 75,438 44,561 2,157 4,153 5,372 2,107 528 64,565 6,901 205,782 (11,207) 194,575 (27,609) 166,966 81,515 77,715 2,365 5,272 5,372 2,107 528 64,565 12,775 252,214 (12,236) 239,978 (35,808) 204,170 December 31, 2011 Individual Consolidated 90,356 92,096 1,859 6,103 4,892 2,232 851 36,512 3,580 238,481 (10,900) 227,581 (42,253) 185,328 98,315 99,710 2,049 6,990 4,892 2,232 851 36,512 6,026 257,577 (12,032) 245,545 (44,521) 201,024
(a) Refers to key money, lease and other balances, which were past-due and have been renegotiated. (b) Refers to management fees receivable by the Company, charged from investors or storeowners in the shopping centers managed by them, which correspond to a percentage on the store lease amount (7% on the net income of the shopping centers, or 6% of the minimum lease amount, plus 15% on the portion exceeding minimum lease amount or a fixed amount), on regular fees charged from storeowners (5% on expenditures), on financial management (variable percentage on expenditures incurred with shopping mall expansion) and on promotion fund (5% on the amount contributed to the promotion fund). (c) Under CPC 12 - Adjustment to Present Value, approved by CVM Resolution 564, of December 17, 2008, the Company assessed internally certain assets and liabilities to analyze the need to present them at present value. The Discounted Cash Flow (DCF) method was used, applying the discount rates below. The future cash flow of the model was based on the real estate portfolio of receivables sold and assumptions of inflation adjustment (National Civil Construction Index - INCC) and interest (Price table) adopted in the market. Accordingly, to determine the present value of a cash flow (AVP), three sets of information were used: (i) the monthly amount of future cash flows, (ii) the period of such cash flows and (iii) the discount rate. (i) Monthly amount of future cash flows: Comprised of the receivables portfolio from the real estate projects developed by the Company (Du Lac Diamond Tower and Centro Profissional Ribeiro Shopping ). Cash flow includes monthly receivables in accordance with each customers contract. The portfolio is adjusted for inflation based on the INCC rate over the construction period. In addition to the inflation adjustment, the portfolio (after delivery of keys) is adjusted based on the Price table interest rate (which was not considered as shown below);
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(ii) Cash flow period: Cash flows are projected on a monthly basis as from the present date considering monthly and intermediate installments. Since interest is levied after delivery of keys, the Company conservatively considers the prepayment of all trade accounts receivable when keys are delivered, not including deductions, fines or interest. (iii) Discount rate: The discount rate used to discount cash flow to present value during construction is the prevailing SELIC rate. This rate was selected because it can be considered as the customers opportunity cost and is decisive to the customers prepayment decision The present value adjustment on the accounts receivable balance accounted for the ninemonth period ended in September 30, 2012 amounts to R$691 and R$741 in the individual and consolidated, respectively (R$762, in the individual and consolidated, for the ninemount period ended in September 30, 2011). The aging list of trade accounts receivable is as follows:
Current Balancerecoverable amount 185,972 223,630 Current Balancerecoverable amount 226,365 240,741 Past-due balance 60 - 90 90 - 120 days days 531 647 511 439 Past-due balance 60 - 90 90 - 120 days days 743 663 828 537
Individual 09/30/2012 12/31/2011
< 30 days 2,243 1,693 < 30 days 6,073 1,918
30 - 60 days 2,395 740 30 - 60 days 3,392 843
>120 days 13,994 11,468 >120 days 14,813 12,875
Total 205,782 238,481
Consolidated 09/30/2012 12/31/2011
Total 252,214 257,577
As supplemental information, since it is not recorded in view of the accounting policies mentioned in Note 2.5., the Companys balance of trade accounts receivable as at September 30, 2012 and December 31, 2011 relating to sale of real estate units under construction in developments or constructed units, Cristal Tower, Diamound Tower, Residence Du Lac and Centro Profissional Ribeiro Shopping, is broken down as follows by year: September 30, 2012 2012 2013 2014 2015 2016 2017 2018 2019 2020 onward 28,735 25,356 29,054 21,148 18,737 16,758 14,533 12,196 33,353 199,870 December 31, 2011 32,454 18,098 21,151 14,296 13,123 11,717 10,020 7,808 21,641 150,308
These receivables refer mainly to real estate developments under construction, whose title deeds are only issued when receivables are settled and/or negotiated by customers and are adjusted based on the National Civil Construction Index (INCC) fluctuation until delivery of keys; and subsequently based on the General Price Index (IGP-M + 12% p.y) fluctuation. 34
Revenues and costs to be incurred under the percentage of completion method (POC) are shown as follow: September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Revenues to be recognized Costs to be incurred 3,643 (2,552) 1,091 153,792 (98,699) 55,093 31,656 (20,787) 10,869 121,549 (75,443) 46,106
Additionally, the changes in the allowance for doubtful accounts are as follows: Individual Debt Key money acknowledgment (3,324) 445 (2,879) (831) 33 (798)
Rental Balances at December 31, 2011 Additions/reversals Balances at September 30, 2012 (6,745) (785) (7,530)
Total (10,900) (307) (11,207)
Rental Balances at December 31, 2011 Additions/reversals Balances at September 30, 2012 (7,109) (808) (7,917)
Consolidated Debt Key money acknowledgment (4,084) 593 (3,491) (839) 11 (828)
Total (12,032) (204) (12,236)
5.
RELATED- PARTY TRANSACTIONS 5.1. Balance and transactions with related parties are detailed below:
September 30, 2012 Individual Consolidated Current: Sundry loans and advances Storeowners Shopping centers Condominiums (a) Barra Shopping Sul Association (b) ParkShopping Barigui Association (e) ParkShopping Braslia Association (c,2) ParkShopping So Caetano Association (c,3) Shopping Santa rsula Association (c,4) BarraShopping Association (c,5) Diamond Mall Association (c,6) Village Mall Association Jundia Shopping consortium (c,7) Parkshopping Campo Grande consortium (c,8) ParkShopping Braslia Condominiums (c,1) Ribeiro Shopping Condominiums (d) New York City Center Condominiums (d) Anlia Franco Condominiums MorumbiShopping Condominiums ParkShopping So Caetano consortium (c,9) Shopping Vila Olmpia Condominiums (d) Shopping Vila Olmpia Association (k) December 31, 2011 Individual Consolidated
5,759 5,018 6,167 779 215 335 43 327 305 27 2,007 1,328 63 121 47 361 -
5,759 5,995 6,167 779 215 335 43 327 305 27 1,189 245 2,007 1,328 63 121 47 361 500 267
327 5,000 4,932 579 402 445 43 333 183 3,532 1,328 63 121 47 511 -
327 5,180 4,932 579 402 445 43 333 183 3,532 1,328 63 121 47 511 500 717
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September 30, 2012 Individual Consolidated Advances to investors (l) Other Loans Allowance for loan losses (a) Total of loans and advances - current Accounts receivable Multiplan Administradora de Shopping Centers Ltda. (f) Total of accounts receivable - current Total of current assets Noncurrent assets: Loans and several advances Storeowners ParkShopping Braslia Condominiums (c,1) Jundia Shopping consortium (c,7) Parkshopping Campo Grande consortium (c,8) ParkShopping So Caetano Association (c,3) ParkShopping Association (c,2) Barra Shopping Sul Association (b) Shopping Santa rsula Association (c,4) Barra Shopping Association (c,5) ParkShopping Barigui Association (e) Other Loans Total of loans and advances - noncurrent Receivables from related parties Manati Empreendimentos e Participaes S.A. Total of receivables from related parties - noncurrent Total of noncurrent 349 88 23,339 (5,018) 18,321 4,153 4,153 22,474 892 88 27,060 (5,863) 21,197 21,197
December 31, 2011 Individual Consolidated 370 1,063 19,279 (5,000) 14,279 6,103 6,103 20,382 892 1,063 21,198 (5,180) 16,018 16,018
876 587 54 3,139 11 82 2,749 780 8,278
876 324 406 587 54 3,139 11 82 2,749 780 9,008
650 151 4,155 43 333 3,041 1 8,374
650 151 4,155 43 333 3,041 1 8,374
149 149 8,427
75 75 9,083
149 149 8,523
75 75 8,449
September 30, 2012 September 30, 2011 Individual Consolidated Individual Consolidated Income Statement: Services Revenue Multiplan Administradora de Shopping Centers Ltda. (f) Rental Revenue Hot Zone - BH Shopping (g,1) Hot Zone - Morumbi Shopping (g,2) Hot Zone - Barra Shopping (g,3) Hot Zone - ParkShopping Barigui (g,4) Hot Zone - ParkShopping Braslia (g,5) Hot Zone - Ribeiro Shopping (g,6) Hot Zone - Barra Shopping Sul (g,7) Hot Zone - So Caetano (g,8) Tantra Comrcio de Artigos Orientais Ltda - Morumbi Shopping (i,1) Tantra Comrcio de Artigos Orientais Ltda - Barra Shopping (i,2) Managements remuneration Jos Isaac Peres (h) Contract for providing services Peres - Advogados, Associados S/C (j)
35,400 34 97 112 4 28 261 55 39 41 428 400
34 97 112 4 28 261 55 39 41 428 400
17,670 37 56 79 6 280 39 38 399 372
37 56 79 6 280 39 38 399 372
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(a) Prepayments of charges granted to condominiums of shopping centers owned by Multiplan Group, for which a provision for losses on part of the balance was recognized, considering its unlikely receiving. (b) Refers to advances made to the Storeowner Association of Barra Shopping Sul to meet working capital needs. R$4,800 was advanced in 2008, R$3,600 in 2009 and R$1,000 in 2010. These agreements are monthly adjusted based on the CDI fluctuation and contractual repayment terms that began in January 2009. The rate agreed varies between 117% and 135% of the CDI. (c) Refers to advances made to condominium, associations and consortium, described below, to fund their working capital needs, adjusted based on the 110% fluctuation of the CDI. (c.1) ParkShopping Braslia condominium - the contractual repayment term was set in 48 monthly installments beginning January 2009. (c.2) Storeowner Association of ParkShopping Braslia - to be repaid in 36 monthly installments beginning January 2011. (c.3) ParkShopping So Caetano Association - to be repaid in 36 monthly installments beginning July 2012. (c.4) Storeowner Association of Shopping Santa Ursula - to be repaid in 24 monthly installments beginning January 2012 (c.5) Storeowner Association of BarraShopping - to be repaid in 24 monthly installments beginning January 2012. (c.6) Storeowner Association of Diamond Mall - to be repaid in 12 monthly installments beginning January 2012 (c.7) Jundia Shopping consortium - to be repaid in 14 monthly installments beginning November 2012 (c.8) Parkshopping Campo Grande consortium - to be repaid in 24 monthly installments beginning November 2012 (c.9) Parkshopping So Caetano consortium - to be repaid in 12 monthly installments beginning January 2012. (d) Refers to advances made to fund the parking lot implementation and their working capital needs. These advances are not monetarily restated. (e) Refers to advances to the Storeowner Association of ParkShopping Barigui to fund its working capital needs. The balance is monthly monetarily restated by 117% fluctuation of CDI and is being reimbursed in 40 and 120 monthly installments since July 2011. (f) Refers to the portion of accounts receivable and income that the Company has with MTA relating to the malls parking lots management. (g) Refers to invoiced amounts relating to the stores lease agreements of Hot Zone, signed with Divertplan Comrcio e Indstria Ltda. whose share capital is 99% owned by Multiplan PlanejamentoParticipaes e Administrao S/A. The invoiced amount corresponds to 8% of the gross sales. (g.1) BH Shopping - lease agreement effective from February 2010 to August 2016. (g.2) Morumbi Shopping - lease agreement effective from May 2010 to June 2017. (g.3) Barra Shopping - lease agreement effective from March 2012 to June 2022. (g.4) Parkshopping Barigui - lease agreement effective from May 2010 to November 2017. (g.5) Parkshopping Braslia - lease agreement effective from March 2011 to December 2016. (g.6) Ribeiro Shopping - lease agreement effective from March 2011 to December 2018. (g.7) Barra Shopping Sul - lease agreement effective from November 2007 to November 2018. (g.8) Parkshopping So Caetano - lease agreement effective from October 2011 to November 2021. (h) Refers to services agreement signed by Mr. Jos Isaac Peres to act as chairman of the Companys Board of Directors, dated on May 6,2009, which establishes an annual remuneration in amount of R$500 monthly paid. This amount is annually monetarily restated by the IPCA. (i) Refers to amounts invoiced to Tantra Comrcio de Artigos Orientais Ltda. relating to a lease agreement signed by a closely family member of the Companys controlling shareholder. The lease agreement is annually monetarily restated by the IGP-DI. (i.1) Morumbi Shopping - lease agreement signed on June 17, 2009 for an undetermined period (i.2) Barra Shopping lease agreement signed on March 3, 2011 for an undetermined term. (j) Refers to a legal service agreement signed by the Company and Peres - Advogados Associados S/C, a closely family member of the Companys controlling shareholder, dated on May 1, 2011 for an undetermined term. The agreement foreseen the monthly fixed fees in amount of R$43 and is annually monetarily restated by the IPC. (k) Refers to advances to Associao do Shopping Vila Olmpia made by MPH Empreendimentos Imobilirios Ltda to fund the association working capital needs. The outstanding balance is monthly restated by the variation of IPCA index, published by the Brazilian Institute of Geography and Statistics - IBGE, plus 8% per annum, and is being paid as follows: R$1,800 until August 15,2010 and another equal 24 monthly installments from January 15,2011 on.
(l) Refers to investments made by the Company in the expansion performed in Ribeiro Shopping, which costs were
reimbursed by the other ventures on November 10, 2010. The remaining outstanding balance refers to the subsidiary Renasce.
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5.2. Management fees Basic and variable managements fees accounted for during the nine-month period ended September 30, 2012, amounted to R$11,672 (R$9,770 during the nine-month period ended September 30, 2011) and is recorded under Administrative Expenses (headquarters) caption. Until September 30, 2012, R$13,904 (R$11,932 until September 30, 2011) had already been paid to Companys directors and executive officers as fees relating to the prior year. Additionally to the compensation mentioned above, the Companys directors and executive officers have the right to health care plan, life insurance and stock options.
6.
RECOVERABLE TAXES AND CONTRIBUTIONS

September 30, 2012 December 30, 2011 Individual Consolidated Individual Consolidated Tax credits - PIS/COFINS (*) Recoverable IR e CSLL Recoverable IOF IRRF on services PIS to be recovered COFINS to be recovered Others 1,274 615 2 1,480 3,371 1,274 617 14 62 1,626 3,593 1,406 34,136 1,274 690 117 232 1,198 39,053 1,406 30,538 1,274 690 126 270 1,338 35,642
7.
LAND AND PROPERTIES HELD FOR SALE

September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Lands Properties built Properties under construction Current Non current 30,401 3,474 2,073 35,948 5,009 30,939 35,948 363,132 3,474 89,844 456,450 135,588 320,862 456,450 26,812 4,282 1,764 32,858 5,537 27,321 32,858 375,033 4,282 77,868 457,183 146,573 310,610 457,183
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8.
INCOME TAX AND SOCIAL CONTRIBUTION Breakdown of deferred income tax and social contribution:
September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Assets: Provision for legal and administrative proceedings Allowance for doubtful accounts (a) Provision for losses on advances of charges Goodwill on merged company (c) Accrued annual bonus Deferred charges (f) Tax loss carry forwards Others Deferred tax asset base Deferred income tax assets (25%) Deferred social contribution assets (9%) Subtotal Liabilities: Unamortized goodwill on future earnings (d) Straight-line rental revenue (e) Income (loss) on real estate projects (b) Depreciation (g) Deferred tax liability base 20,860 10,380 5,018 36,754 11,592 11,942 774 97,320 24,330 8,759 33,089 (289,490) (24,403) (22,010) (38,232) (374,135) 20,925 10,555 5,863 36,754 11,592 12,944 3,084 774 102,491 25,623 9,224 34,847 18,054 9,084 5,000 119,303 14,217 15,324 774 181,756 45,439 16,358 61,797 18,152 9,227 5,759 119,303 14,217 15,660 3,371 774 186,463 46,616 16,782 63,398 (282,176) (10,806) (16,121) (18,935) (328,038) (82,010) (29,523) (111,533) (48,135)
(289,490) (282,176) (24,788) (7,757) (22,010) (16,121) (38,232) (20,155) (374,520) (326,209) (93,630) (81,552) (33,707) (29,359) (127,337) (110,911) (92,490) (49,114)
Deferred income tax liabilities (25%) (93,534) Deferred social contribution liabilities (9%) (33,672) Subtotal (127,206) Deferred income tax and social contribution, net (94,117)
(a) The allowance for doubtful accounts used in calculating the consolidated tax credit is net of R$827 (individual and consolidated), recorded as a balancing item to the deferred revenue. (b) According to the tax criterion, the income (loss) on the sale of real estate units is determined based on the financial realization of revenues (cash basis) while for accounting purposes such transactions are accounted for on the accrual basis. (c) The goodwill recorded in the balance sheet of Bertolino Participaes Ltda., a company merged in 2007, arising from the acquisition of interest in Multiplan, in the amount of R$550,330, based on expected future earnings, will be amortized by Company based on the same expected future earnings within 4 years and 8 months. Under CVM Instruction 349/01, Bertolino recognized, prior to its merger, a provision for maintenance of integrity of shareholders equity in the amount of R$363,218, corresponding to the difference between the goodwill and the tax benefit arising from its amortization. Accordingly, the Company only merged the assets relating to the tax benefit arising from the goodwill amortization for tax purposes, in the amount of R$186,548. Such provision will be reversed proportionately to the goodwill amortization by Multiplan for tax purposes. (d) Goodwill on acquisition of Multishopping Empreendimentos Imobilirios S.A., Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes S.A. based on expected future earnings. These companies were subsequently merged and the related goodwill was reclassified to intangible assets. Pursuant to the new accounting standards, beginning January 1, 2009 such goodwill was no longer amortized and deferred income tax liabilities on the difference between the tax base and the carrying amount of the related goodwill was accounted for.
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(e) The rental revenue recognition criterion is based on the straight-lining of revenues during the contract term, regardless of the receipt term. (f) The Company recognized deferred income tax by fully derecognizing deferred charges, pursuant to CPC 23 - Accounting Policies, Changes in Estimates and Errors. (g) The Company recognized deferred income tax liabilities on differences between the amounts calculated based on accounting method and criteria, as prescribed in Regulatory Opinion 1 dated July 29, 2011.
Deferred income tax and social contribution will be realized based on Managements expectation, as follows:
September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated 2012 2013 2014 2015 2016 a 2018 2019 a 2021 16,126 8,354 1,271 5,616 861 861 33,089 17,128 8,493 1,411 5,755 1,199 861 34,847 48,580 4,412 1,272 6,449 542 542 61,797 50,181 4,412 1,272 6,449 542 542 63,398
Reconciliation of income tax and social contribution expense Reconciliation of income tax and social contribution tax expense calculated by applying the combined statutory tax rates and the income tax and social contribution expense recorded in profit or loss is as follows:
Individual September 30, 2012 September 30, 2011 Income Social Income Social tax contribution tax contribution 355,228 25% (88,807) 355,228 9% (31,971) 289,365 25% (72,341) 289,365 9% (26,043)
Description Income before income tax and social contribution Tax rate Expected IRPJ and CSLL expenses Permanent additions and deductions Equity in subsidiaries Gifts and homage Contributions, donations and sponsorship Pis and Cofins on unbilled revenues Goodwill amortization Compensation expenses (stock option plan) Management bonus and 13th salary Nondeductible penalties Fair value adjustment - property units IR and CSLL on tax loss and negative basis Current income tax and social contribution in profit or loss Deferred income tax and social contribution in profit or loss Total
21,750 (67) (965) 273 (15) (1,802) (2,413) (22) 533 17,272 (33,090) (38,445) (71,535)
7,830 (24) (347) 98 (5) (649) (8) 185 7,080 (11,913) (12,978) (24,891)
2,573 (25) (862) (400) (207) (1,387) (2,124) (7) 1,118 (1,103) (2,424) (35,771) (38,994) (74,765)
926 (9) (310) (144) (74) (499) (2) 1,008 (486) 410 (12,877) (12,756) (25,633)
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Description Income before income tax and social contribution Tax rate Expected IRPJ and CSLL expenses Permanent additions and deductions Equity in subsidiaries Gifts and homage Contributions, donations and sponsorship Pis and Cofins on unbilled revenues Goodwill amortization Compensation expenses (stock option plan) Management bonus and 13th salary Non-deductible penalties Fair value adjustment - property units IR and CSLL on tax loss and negative basis Income Tax and Social Contribution of companies taxed by presumed profit Others Current income tax and social contribution in profit or loss Deferred income tax and social contribution in profit or loss Total
Consolidated September 30, 2012 September 30, 2011 Income Social Income Social tax contribution tax contribution 370,271 25% (92,568) 231 (67) (965) 273 (15) (1,802) (2,413) (22) 17,379 (608) 11,991 (32,726) (47,851) (80,577) 370,271 9% (33,324) 83 (24) (347) 98 (5) (649) (8) 5,617 (245) 4,520 (11,782) (17,022) (28,804) 305,142 25% (76,286) 2,573 (25) (862) (400) (207) (1,387) (2,124) (7) 159 1,118 2,078 (4,269) (3,353) (36,135) (43,503) (79,638) 305,142 9% (27,463) 926 (9) (310) (144) (74) (499) (2) 57 1,008 773 (1,636) 89 (13,009) (14,364) (27,373)
9.
INVESTMENTS Significant information on investees:

September 30, 2012 Net income Shareholders (loss) equity (170) 84 (27) 10,527 4,971 1,968 940 580 (1,993) (160) (2) 3 (81) 456 (198) 80,103 (381) (347) (960) (1,274) (1,878) (27) 314 5,134 5 177,118 10,405 139 13,515 68,876 25,331 18,237 36 199 334 507 6,124 112,983 118,528 121,550 243,547 147,546 181,493 37,071 December 31, 2011 Net income Shareholders (loss) equity (9) 465 (17) 18,415 5,414 2,466 2,187 2,006 (2,242) (1,566) (5) 193 (3,772) (3,380) (231) (843) (688) (1,050) (3) 134 5,268 33 219,332 16,043 242 11,489 68,296 53,336 12,034 38 197 (216) (493) 6,193 63,437 69,528 71,452 238,458 -
Investees CAA Corretagem e Consultoria Publicitria S/C Ltda. RENASCE - Rede Nacional de Shopping Centers Ltda. CAA Corretagem Imobiliria Ltda. MPH Empreendimentos Imobilirios Ltda. (a) Multiplan Administr, Shopping Center Ptio Savassi Administrao de Shopping Center Ltda. SCP - Royal Green Pennsula Manati Empreend, e Participaes S.A. Parque Shopping Macei S.A. Danville SP Empreendimento Imobilirio Ltda. Multiplan Holding S.A. Embraplan Empresa Brasileira de Planejamento Ltda. Multiplan Greenfield I Emp Imob Ltda. Barrasul Empreendimento Imobilirio Ltda. Ribeiro Residencial Emp. Imob. Ltda. Morumbi Business Center Empr. Imob. Ltda. Multiplan Greenfield II Empr. Imob. Ltda. Multiplan Greenfield IV Empr. Imob. Ltda. Multiplan Greenfield III Empr. Imob. Ltda. Parkshopping Campo Grande Ltda.(**) Jundia Shopping Center Ltda.(**) Parkshopping Corporate Empr.Imob. Ltda (**)
Number of shares 40,000 199,000 176,477 154,940,898 20,000 1,000,000 42,885,338 29,893,268 19,963,074 1,000 5,110,438 4,187,291 3,430,541 6,553,296 124,362,832 119,595,759 122,947,078 244,510,407 148,820,828 183,370,512 37,099,967
% of ownership 99.00 99.99 99.61 100.00(*) 99.00 100.00 98.00 50.00 50.00 99.99 100.00 99.99 99.99 99.99 99.99 99.99 99.99 99.99 99.99 99.99 99.99 99.99
Capital 400 1,990 1,764 154,941 20 10 51,582 72,636 29,893 19,963 43 5,110 4,187 3,430 6,553 124,363 119,596 122,947 244,510 148,821 183,371 37,099
(a)
On February 09, 2012, the Companys subsidiary Morumbi Business Center Empreendimentos Imobilirios Ltda. acquired from Brookfield Brasil Shopping Centers Ltda. its 41.958% interest in MPH Empreedimentos Imobilirios Ltda., increasing, indirectly, its total interest in Shopping Vila Olmpia in So Paulo, from 30% to 60%. The acquisition price amounts to R$175,000 fully paid up front. The effects relating to the MPH Empreedimentos Imobilirios Ltda. acquisition recorded in the shareholders equity are detailed in note 20.e. In the same occasion, MPH Empreendimentos Imobilirios Ltda. shareholders withdrew, through a capital reduction its participation in MPH capital, equivalent to 16.084%. 50% directly and 50% indirectly controlled by Morumbi Business Center Empreendimentos Imobilirios Ltda.
(*)
(**) During 2011, these were dormant company, going into operation in 2012.
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Changes in the Individuals investments

Balances at December Equity 31, 2011 Additions Transfers Dividends subsidiaries 132 32 5,267 11,260 15,882 92,027 34,148 13,662 242 6,934 38 197 5,540 12,926 18,159 17,798 94 234,338 350 645 2,000 130 55,353 11,124 2,900 11,308 28,221 52,694 1,732 166,457 20 (10,609) (9,206) (1,969) 9,463 654 55,241 (90,640) 203 (370) 89,623 241,611 92,791 120,600 130,677 35,367 775,880 (112,424) (167) (27) (154) 921 4,922 5,093 290 (996) 1,866 (160) (2) 2 (200) 80,103 305 704 (378) (964) (347) (1,275) (1,878) (26) 87,632 Capital gain/loss (5) 105 100 Balances at Write- September offs 30, 2012 310 5 5,133 12,181 10,300 88,559 34,438 12,666 139 18,237 36 199 6,124 112,983 508 334 118,528 243,547 121,550 147,546 181,493 37,073 94 1,151,983
Investees CAA Corretagem e Consultoria Publicitria S/C Ltda. CAA Corretagem e Consultoria Imobiliria S/C Ltda. RENASCE - Rede Nacional de Shopping Centers Ltda. SCP - Royal Green Pennsula Multiplan Admin, Shopping Center MPH Empreendimentos Imobilirios Ltda. Manati Empreendimentos e Participaes S.A. Parque Shopping Macei S.A. Ptio Savassi Administrao de Shopping Center Ltda. Danville SP Empreendimento Imobilirio Ltda. Multiplan Holding S.A. Embraplan Empresa Brasileira de Planejamento Ltda. Ribeiro Residencial Emp Im Ltda. Morumbi Business Center Empreendimento Imobilirio Ltda. Barra Sul Empreendimrnto Imobilirio Ltda Multiplan Greenfield I Emp,Imobiliario Ltda Multiplan Greenfield II Empreendimento Imobilirio Ltda. Multiplan Greenfield III Empreendimento Imobilirio Ltda. Multiplan Greenfield IV Empreendimento Imobilirio Ltda. Parkshopping Campo Grande Ltda Jundia Shopping Center Ltda Parkshopping Corporate Ltda Others Subtotal - investments Advances for future capital increase Renasce - Rede Nacional de Shopping Centers Ltda Parque Shopping Macei S.A. Danville SP Empreendimento Imobilirio Ltda. Ribeiro Residencial Emp Imobilirio Ltda. Morumbi Business Center Empreendimento Imobilirio Ltda. Barrasul Empreendimento Imobilirio Ltda. Multiplan I Empreendimento Imobilirio Ltda Multiplan Greenfield II Empreendimento Imobilirio Ltda. Multiplan Greenfield III Empreendimento Imobilirio Ltda. Multiplan Greenfield IV Empreendimento Imobilirio Ltda. Parkshopping Campo Grande Ltda Jundia Shopping Center Ltda Parkshopping Corporate Ltda Subtotal of Advances for future capital increase Subtotal of investments and Advances for future capital increase Multiplan Greenfield I Emp Imob Ltda. Barra Sul Empreendimento Imobilirio Ltda. Subtotal (other current liabilities) Total net investments
13,006 5,100 654 50,511 51,367 238,461 53,654 412,753
20 17,500 4,363 4,730 234 243 38,256 3,150 39,137 120,600 130,677 35,367 394,277
(20) (9,463) (654) (55,241) (234) (243) (89,623) (241,611) (92,791) (120,600) (130,677) (35,367) (776,524)
- (2,000) - (2,000)
28,506 -
28,506
647,091 (216) (494) (710) 646,381
560,734 389 311 700 561,434
(644) (112,424) 612 32 644 -
87,632 (785) 151 (634) 86,998
100 (2,000) 1,180,489 -
- (112,424)
100 (2,000) 1,180,489
Changes in consolidated investments

Balances at December 31, 2011 11,260 169 11,429 Equity subsidiaries 922 922 Balances at September 30, 2012 12,182 169 12,351
Investees SCP - Royal Green Pennsula Other
Additions -
Write-offs -
42
10. INVESTMENT PROPERTIES Multiplan measured internally its investment properties at fair value based on the Discounted Cash Flow (DCF) method. The Company calculated present value using a discount rate based on the CAPM model (Capital Asset Pricing Model). Risk and return assumptions were considered based on studies conducted by Damodaran (New York University professor) relating to the stock market performance of shopping centers in Brazil (Adjusted Beta), in addition to market prospects (Central Banks Focus Report) and data on the risk premium of the domestic market (sovereign risk). Based on these assumptions, the Company estimated a nominal unleveraged discount rate of 13.05% as at December 31, 2011. According to internal analysis, the Company included in this rate a spread between 0 and 200 basic points in each shopping mall and project evaluation, resulting in a discount rate between 13.05% and 15.11%. Discount rates for December 2011 were maintained for evaluation in September 2012. Cost of capital Risk-free rate Market risk premium Adjusted Beta Sovereign risk Additional spread Cost of capital - US$ Inflation premises Inflation (BR) Inflation (USA) Cost of capital - R$ September 2012 3.61% 5.62% 0.76 192 p.b 0 to 200 p.b 9.81% to 11.81% September 2012 5.32% 2.30% 13.05% to 15.11% December 2011 3.61% 5.62% 0.76 192 p.b 0 to 200 p.b 9.81% to 11.81% December 2011 5.32% 2.30% 13.05% to 15.11%
The investment properties valuation as of December 31, 2011, presented below for comparison purposes, is being resubmitted due to changes in the assumptions used in order to reflect the concept of "market participant". Thus, the Company no longer considers in the discounted cash flows calculation taxes, revenue and expenses relating to management and sales services. The future cash flow of the model was estimated based on the shopping centers individual cash flows, expansions and office buildings, including the Net Operating Income (NOI), Recurring Assignment of Rights (based only on mix changes, except for future projects), Revenue with Transferring Charges and investments in revitalization and construction in progress. Perpetuity was calculated considering a real growth rate of 2.0% for shopping centers and of 0.0% for office buildings.
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The Company classified its investment properties in accordance with their status. The table below describes the amount identified for each category of property and presents the amount of assets in the Companys share: Consolidated September 2012 Valuation of investment properties Shopping centers in operation Projects in progress (advertised) Projects in progress (not advertised) Total
11,236,208 2,395,244 592,448 14,223,900
December 2011 Reclassified

10,743,499 1,743,904 761,278 13,248,681
Investment properties are derecognized when they are either sold or when the investment property is no longer permanently used and no future economic benefit is expected from its sale. The difference between the net sales proceeds and the carrying amount of the asset is recognized in the income statement on derecognition date.
Annual Individual depreciation December 31, Capitalized September 30, rates (%) 2011 Additions Write-offs interest Depreciation Transfers 2012 Cost Land Buildings and improvements Accumulated depreciation Net Facilities Accumulated Depreciation Net Machinery, equipment, furniture and fixtures Accumulated depreciation Net Other Accumulated depreciation Net Construction in progress 586,008 1,742,629 (232,548) 1,510,081 189,132 (58,945) 130,187 15,578 (4,664) 10,914 3,953 (1,249) 2,704 408,902 2,648,796 22.715 2.896 2.896 1.278 1.278 541 541 496 496 446.380 474.306 (86.293) (191) 50 (141) (262) 54 (208) (34) (34) (143) 1 (142) (293.031) (379.849) 12.360 12.360 (29.822) (29.822) (11.687) (11.687) (1.285) (1.285) (328) (328) (43.122) 13.325 13.325 1.790 1.790 214 214 (15.329) 522.430 1.758.659 (262.320) 1.496.339 191.938 (70.578) 121.360 16.299 (5.949) 10.350 4.306 (1.576) 2.730 559.282 2.712.491
2 to 4
2 to 10
10
10 to 20
(1) Refers, mainly, to the investments properties used to increase capital in the Companys subsidiaries as detailed in note 1.1. Annual Consolidated depreciation December 31, Capitalized September 30, rates (%) 2011 Additions Write-offs interest Depreciation Transfers 2012 Cost Land Buildings and improvements Accumulated depreciation Net Facilities Accumulated Depreciation Net Machinery, equipment, furniture and fixtures Accumulated depreciation Net Other Accumulated depreciation Net Construction in progress 742,395 1,917,337 (245,757) 1,671,580 228,240 (67,489) 160,751 19,370 (5,684) 13,686 5,776 (1,670) 4,106 395,239 2,987,757 41,038 3,580 3,580 1,382 1,382 664 664 1,233 1,233 770,891 818,788 (16,593) (18,388) 865 (17,523) (5,521) 1,231 (4,290) (236) 46 (190) (23) 9 (14) (1,741) (40,351) 572 23,100 23,672 (31,709) (31,709) (14,126) (14,126) (1,529) (1,529) (1,456) (1,456) (48,820) (17,916) (27,514) 7,162 (20,352) (762) 1,671 909 (476) 159 (317) 292 (329) (37) 37,713 749,496 1,875,015 (269,439) 1,605,576 223,339 (78,713) 144,626 19,322 (7,008) 12,314 7,278 (3,446) 3,832 1,225,202 3,741,046
2 to 4
2 to 10
10
10 to 20
(1) Refers, mainly, to investment properties write-down as consequence of capital reduction in the subsidiary MPH Empreendimentos and changes in interest participation in VII Barra Shopping expansion due to a new the entrance of a new shareholder.
44
11. PROPERTY, PLANT AND EQUIPMENT

Individual Annual depreciation December September (%) 31, 2011 Additions Write-offs Depreciation 30, 2012 Cost Land Buildings and improvements Accumulated depreciation Net Facilities Accumulated depreciation Net Machinery, equipment, furniture and fixtures Accumulated depreciation Net Other Accumulated depreciation Net 2 to 4 1,209 4,543 (596) 3,947 2,644 (470) 2,174 4,534 (2,322) 2,212 4,596 (1,275) 3,321 12,863 53 53 42 42 642 642 376 376 1,113 (202) 116 (86) (86) (138) (138) (197) (197) (440) (440) (523) (523) (1,298) 1,209 4,596 (734) 3,862 2,686 (667) 2,019 5,176 (2,762) 2,414 4,770 (1,682) 3,088 12,592
2 to 10
10
10 to 20
Consolidated Annual depreciation December September (%) 31, 2011 Additions Write-offs Depreciation 30, 2012 Cost Land Buildings and improvements Accumulated depreciation Net Facilities Accumulated depreciation Net Machinery, equipment, furniture and fixtures Accumulated depreciation Net Other Accumulated depreciation Net 2 to 4 3,328 10,915 (2,487) 8,428 3,901 (1,459) 2,442 6,220 (3,974) 2,246 5,169 (1,801) 3,368 19,812 55 55 42 42 643 643 407 407 1,147 (202) 116 (86) (86) (327) (327) (290) (290) (459) (459) (532) (532) (1,608) 3,328 10,970 (2,814) 8,156 3,943 (1,749) 2,194 6,863 (4,433) 2,430 5,374 (2,217) 3,157 19,265
2 to 10
10
10 to 20
12. INTANGIBLE ASSETS Intangible assets comprise system licenses and goodwill recorded by the Company on the acquisition of new interests during 2007 and 2008; a portion of these interests was subsequently merged.
Individual Annual amortization rate Goodwill on merged companies (a) Bozano Accumulated amortization Realejo Accumulated amortization Multishopping Accumulated amortization December 31, 2011 307,067 (188,457) 86,611 (34,645) 169,849 (85,754) 254,671 September 30, 2012 307,067 (188,457) 86,611 (34,645) 169,849 (85,754) 254,671
Additions Amortization -
20 20 20
45
Individual Annual amortization rate Goodwill on acquisition of ownership interests (b) Brazilian Realty LLC, Accumulated amortization Indstrias Luna S.A. Accumulated amortization JPL Empreendimentos Ltda. Accumulated amortization Soluo Imobiliria Ltda. Accumulated amortization System licenses Software license (c) Accumulated amortization December 31, 2011 46,434 (13,232) 4 15,912 (3,329) 3,524 (554) 48,759 19,767 (6,905) 12,862 316,292 September 30, 2012 46,434 (13,232) 4 15,912 (3,329) 3,524 (554) 48,759 36,013 (10,154) 25,859 329,289
Additions Amortization 16,246 16,246 16,246 Consolidated (3,249) (3,249) (3,249)
20 20 20 14
20
Annual amortization rate Goodwill on merged companies (a) Bozano Accumulated amortization Realejo Accumulated amortization Multishopping Accumulated amortization Goodwill on acquisition of ownership interests (b) Brazilian Realty LLC, Accumulated amortization Indstrias Luna S.A. Accumulated amortization JPL Empreendimentos Ltda. Accumulated amortization Soluo Imobiliria Ltda. Accumulated amortization System licenses Software license (c) Accumulated amortization Others Accumulated amortization
December 31, 2011 307,067 (188,457) 86,611 (34,645) 169,849 (85,754) 254,671
Additions Write-Offs Amortization -
September 30, 2012 307,067 (188,457) 86,611 (34,645) 169,849 (85,754) 254,671
20 20 20
20 20 20 14
46,434 (13,232) 4 15,912 (3,329) 3,524 (554) 48,759 19,767 (6,905) 12,862 1,158 (101) 1,057 317,349
16,246 16,246 16 16 16,262
(3,249) (3,249) (26) (26) (3,275)
46,434 (13,232) 4 15,912 (3,329) 3,524 (554) 48,759 36,013 (10,154) 25,859 1,174 (127) 1,047 330,336
20
(a) The goodwill recorded on merged subsidiaries results from the following transactions: (i) On February 24, 2006, the Company acquired 100% of the shares of Bozano Simonsen Centros Comerciais S.A and Realejo Participaes S.A. These investments were acquired for R$447,756 and R$114,086, respectively, and goodwill was recorded in the amounts of R$307,067 and R$86,611, respectively in relation to the carrying amount of the aforementioned companies as at that date; (ii) On June 22, 2006, the Company acquired 100% of the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF Emerging Market Real Estate Fund L.P for R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues Mendes for R$16,587, and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of Multishopping as at that date. In addition, on July 8, 2006 the Company acquired the shares of Multishopping Empreendimento Imobilirio S.A. held by shareholders Ana Paula Peres and Daniela Peres for R$900, resulting in a goodwill of R$448. Such goodwill was based on the expected future earnings from these investments. (b) As a result of acquisitions made in 2007, the Company recorded goodwill based on expected future earnings in the total amount of R$65,874, which were amortized through December 31, 2008, based on the term, extent and proportion of results projected in the report prepared by independent appraisers, which does not exceed ten years.
46
(c) In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started implementing SAP R/3 System. To enable implementation, the Company entered into a service agreement in the amount of R$3,300 with IBM Brasil - Indstria, Mquinas e Servios Ltda. on June 30, 2008. Additionally, the Company entered into two software license and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008, whereby SAP granted the Company a non-exclusive software license for an indefinite term. The license purchase price was R$1,795. On November 25, 2011, the Company hired consulting services to implement the SAP functionalities in amount of R$16,950. Until September 30, 2012, the amount of R$12,535 had already been paid and accounted for as intangible asset.
13. LOANS AND FINANCING

Index Current Real BSS (a) Banco Ita Unibanco SAF (b) Banco Ita Unibanco PSC (c) Banco Ita Unibanco MTE(n) Banco IBM (d) Banco IBM (e) BNDES PKS Expanso (f) BNDES PKS Expanso (f) Real BHS Expanso V (g) Companhia Real de Distribuio (l) Banco do Brasil (m) Banco Ita Unibanco VLG (h) BNDES JDS BNDES JDS BNB Macei (k) Raising Costs Real BHS EXP Raising Costs Ita Unibanco PSC Raising Costs Banco Ita Unibanco Raising Costs Banco do Brasil Raising Costs BNDES JDS Raising Costs BNDES CGS Raising Costs Ita Unibanco VLG Noncurrent Real BSS (a) Banco Ita Unibanco SAF (b) Banco Ita Unibanco PSC (c) Banco Ita Unibanco MTE (n) Banco IBM (d) Banco IBM (e) BNDES PKS Expanso (f) BNDES PKS Expanso (f) Real BHS Expanso V (g) Banco Ita Unibanco VLG (h) BNDES JDS (i) BNDES JDS (i) BNDES CGS (j) BNDES CGS (j) BNDES CGS (j) BNB Macei (k) Companhia Real de Distribuio (l) Banco do Brasil (m) Loan Costs Real BHS EXP Loan Costs Ita Unibanco PSC Loan Costs BNDES JDS Loan Costs BNDES CGS Loan Costs Ita Unibanco VLG Loan Costs Banco do Brasil Loan Costs Ita Unibanco MTE Loan Costs BNB (k) TR TR TR CDI CDI CDI TJLP TR CDI TR TJLP TJLP Annual interest rate 9,62% 10% 9,75% 109,75% 0,79% 1,48% 3,53% 4,5% 10% 110% 9,75% 3,38% 1,48% 8,08%* September 30, 2012 Individual Consolidated 20,790 2,379 17,237 1,183 317 2,306 9,185 175 12,195 53 1,844 9,441 (142) (291) (469) (469) (590) 75,144 57,172 5,154 119,229 100,000 2,306 7,654 146 73,172 259,648 628 175,000 (506) (979) (6,535) (5,127) (2,032) 784,930 20,790 2,379 17,237 1,183 317 2,306 9,185 175 12,195 53 1,844 9,441 5,043 192 17 (142) (291) (469) (469) (14) (590) 80,382 57,172 5,154 119,229 100,000 2,306 7,654 146 73,172 259,648 95,829 3,642 58,899 21,392 1,363 16,310 628 175,000 (506) (979) (232) (200) (6,535) (5,127) (2,032) (752) 981,181 December 31, 2011 Individual Consolidated 19,960 2,355 9,721 1,075 2,095 9,253 175 11,729 26 (147) (257) (40) (27) (266) 55,652 69,857 6,870 127,760 358 3,868 14,496 278 79,169 83,227 68,377 1,516 30,852 19,471 696 (612) (1,164) (192) (172) (2,792) 501,863 19,960 2,355 9,721 1,075 2,095 9,253 175 11,729 26 (147) (257) (40) (27) (266) 55,652 69,857 6,870 127,760 358 3,868 14,496 278 79,169 83,227 68,377 1,516 30,852 19,471 696 (612) (1,164) (192) (172) (2,792) (360) 501,503
TR 9,62% TR 10% TR 9,75% CDI 109,75% CDI 0,79% CDI 1,48% TJLP 3,53% 4,5% TR 10% TR 9,75% TJLP 3,38% TJLP 1,48% TJLP 3,32% IPCA 2,32% + 7,27% TJLP 1,42% 8,08%* CDI 110% -
47
(*) Loans Annual rate of BNB considering 15% bonus of payment compliance.
(a) On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S.A. to build a shopping mall in Porto Alegre in the amount of R$122,000. This financing bears 10% interest p.a. plus the Referential Rate (TR), and is repaid in 84 monthly installments beginning July 10, 2009. This agreement provides for the annual renegotiation of the interest rate so that it remains between 95% and 105% of CDI. Therefore, the interest rate will be changed whenever: (a) pricing (interest rate plus TR) remains below 95% of the average CDI for the last 12 months; or (b) pricing (interest rate plus TR) remains above 105% of the average CDI for the last 12 months. For this reason, the charges on the financing for 2010/2011 were adjusted to 9.62% p.y plus TR. As a collateral for the loan, the Company provided a mortgage on the financed property,, including all accessions and improvements to be made, and assigned the receivables from lease contracts and the rights on the financed property, which shall correspond, at least, to a minimal movement equivalent to 150% of the amount of one monthly installment until the debt is fully settled. Financial Covenants of the contract: Total Debt/ Equity less than or equal to 1 Bank debt/ EBTIDA less than or equal to 4 (b) On May 28, 2008, the Company and co-owner Shopping Anlia Franco entered into a credit facility agreement with Banco Ita Unibanco S.A. to renovate and expand the property in the total amount of R$45,000, of which 30% is the Companys responsibility. This credit facility bears 10% interest p.a. plus TR and will be repaid in 71 monthly, consecutive installments beginning January 15, 2010. As a collateral for the loan, the Company assigned Shopping Center Jardim Anlia Franco to Banco Ita Unibanco, which was assessed at the amount of R$676,834, until all contractual obligations are met. (c) On August 10, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Park Shopping So Caetano, amounting to R$140,000. This credit note bears interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 99 consecutive, monthly installments, the first maturing on June 15, 2012. As collateral for the loan, the Company assigned the receivables from lease agreements and store rights in the financed developments, which should correspond, at least, to a minimal movement equivalent to 120% of one monthly installment, since the inauguration of Park Shopping So Caetano, until the debt is fully settled. (d) As mentioned in Note 12.c, the Company entered into a service agreement on June 30, 2008 with IBM Brasil - Indstria. Mquinas e Servios Ltda. and two software license and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008. Pursuant to the 1st Addendum to the agreements, signed in July 2008, the amount related to these agreements was subject to lease by the Company to Banco IBM S.A.. Under the lease, the Company assigned to Banco IBM S.A. the obligation to make the payment for the services under conditions similar to those set forth in the agreements. The Company, in turn, will reimburse to Banco IBM the amounts incurred with the implementation in 48 monthly, successive installments of approximately 2.1% of the total cost each, plus the daily fluctuation of the accumulated DI-Over rate, plus 0.79% p.a., the first installment maturing in March 2009. The total amount used was R$5,095. No guarantee was granted. (e) On January 28, 2010, the Company entered into a new credit facility agreement with Banco IBM S.A. in the amount of R$15,000 to purchase IT equipment and/or software and IT-related products and/or services. This loan bears interest based on the CDI rate plus 1.48% p.a. and will be paid in eight semiannual installments starting from the release date of each the tranche. The total amount already released was R$7,095. No guarantee was granted. (f) On December 21, 2009 the Company entered into Loan Agreement 09.2.1096.1 with the National Bank for Economic and Social Development (BNDES) to finance the expansion of the ParkShopping Brasilia. Such loan was divided as follows: R$36,624 for tranche A and R$1,755 for tranche B. Long-term interest rate (TJLP), plus 3.53% p.a. will be levied on tranche A, whilst a fixed interest of 4.5% p.a. will be levied on tranche B, which will be used to purchase machinery and equipment. Both tranches are being repaid since August 2010 in 48 consecutive, monthly installments. No guarantee was granted. Financial Covenants of the contract: Total debt/Total assets less than or equal to 0.50 EBITDA margin greater than or equal to 20% (g) On November 19, 2009, the Company entered into with Banco ABN AMRO Real S.A. a loan agreement to finance the renovation and expansion of BH Shopping, in the amount of R$102,400. Such financing bears interest of 10% p.a. plus the Referential Rate (TR), and will be repaid in 106 monthly, consecutive installments beginning December 15, 2010. The loan is collateralized by the chattel mortgage of 35.31% of the financed property, which results in an amount of R$153,599 for the collateralized portion, and assigned the receivables from lease contracts and the rights on the financed property, which correspond, at least, to a minimal movement equivalent to 120% of one monthly installment until the debt is fully settled. R$97,280 was released through September 30, 2012. Financial Covenants of the contract: Total Debt/ Equity less than or equal to 1 Bank debt/EBITDA less than or equal to 4.
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(h) On November 30, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Shopping Village Mall, amounting to R$270,000. Such financing bears interest based on the Referential Rate (TR) plus 9.75% a year and it will be repaid in 114 consecutive, monthly installments, the first maturing on March 15, 2013. The credit note is collateralized by mortgage on the land and all accessions, constructions, facilities and improvements therein, which were assessed at the amount of R$370,000 as at that date. Additionally, the Company assigned the receivables from lease agreements and rights on the stores in the financed development, which correspond, at least, to a minimal movement equivalent to 100% of the amount of one monthly installment, beginning January, 2015, until the debt is fully settled. R$267,515 was released through September 30, 2012. On July 4th, 2012, the Company signed an amendment to the bank credit note for the construction of Shopping Village Mall, changing the following: (i) (ii) The total amount contracted from R$270,000 to R$320,000 The final maturity date from 08/15/2022 to 11/15/2022
(iii) The covenant of net debt to EBITDA from 3,0x to 3,25x (iv) The starting date for checking the restrict account from January 30, 2015 to January 30, 217. All other terms of the original contract remain unchanged. Financial Covenants of this contract: Net debt/ EBITDA less than or equal to 3.25 EBITDA/ net financial expenses greater than or equal to 2 (i) On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of Jundia Shopping. The loan was divided as follows: R$117,596 for tranche A, R$5,304 for tranche B and R$1,229 for tranche C. Tranche A will bear long-term interest (TJLP) plus 3.38% p.a., tranche B, which will be used to purchase machinery and equipment, will bear TJLP plus 1.48% p.a. and tranche C, which will be used to invest in social projects in the City of Jundia, will bear TJLP without spread. All tranches will be repaid in 60 consecutive, monthly installments, the first maturing on July 15, 2013. As of September 30, 2012, R$104,388 had already been released. No guarantee was granted. As mentioned in Note 1.1, this financial debit was transferred to the subsidiary Jundia Shopping Center Ltda. Financial Covenants of the contract: Total debt/ Total assets less than or equal to 0,50 EBTIDA margin greater than or equal to 20% (j) On October 4, 2011, the Company entered into financing agreement 11.2.0725.1 with the National Bank for Economic and Social Development - BNDES to finance the construction of ParkShopping Campo Grande. Such loan was divided as follows R$77,567 for tranche A, R$19,392 for tranche B, R$1,000 for tranche C and R$1,891 for tranche D. Tranche A bears interest of 2.32% p.a. above the Long-Term Interest Rate (TJLP) plus interest of 1% p.a.. Tranche B bears interest of 2.32% p.a. above the referential rate informed by BNDES based on the rate of return of NTN-B. Tranche C, which will be used to invest in social projects in the municipality of Rio de Janeiro, bears TJLP. Tranche D, which will be used to purchase machinery and equipment, bears interest of 1.42% p.a. above the TJLP. Tranches "A", "C" and "D" will be repaid in 60 monthly, consecutive installments, the first maturing on November 15, 2013, and tranche "B" will be repaid in 5 annual, consecutive installments, the first maturing on October 15, 2014. R$78,562 was released by BNDES through September 30, 2012. No guarantee was granted. As mentioned in Note 1.1, this financial debit was transferred to the subsidiary ParkShopping Campo Grande. Financial Covenants of the contract: Total debt/ Total assets less than or equal to 0,50 EBTIDA margin greater than or equal to 20% (k) On December 29, 2011, the Company entered into a loan agreement with BNB - Banco do Nordeste do Brasil, through its jointly controlled Parque Shopping Maceio S/A, to finance the construction of ParqueShopping Maceio in the city of Maceio. The loan amounted to R$110,000, which will be released based on the construction timetable. This contract bears interest of 9.50% p.a. considering a 15% bonus in case of timely payment. The loan will be repaid in 126 monthly installments beginning July 26, 2013. The loan was collateralized by a mortgage on the land and improvements to be built, which were estimated at the loan agreement date in R$172,267 representing 157% of total amount granted. The proportion between minimum guarantee and financing must be maintained throughout the contract term. Additionally, were presented guarantee letter corresponding to 50% of the loan as well as performance insurance during construction stage. The limit of performance insurance was also fixed in 50% of the loan. As an additional guarantee, the Company shall maintain a strict application of 6 times the amount of benefit due in an escrow account to be maintained in BNB. Loan costs were set and paid when the agreement was signed and amounted to R$720. As of September 30, 2012, R$32,619 had already been released of which 50% belongs to the Company. (l) The balance payable to Companhia Real de Distribuio arises from the intercompany loan with merged subsidiary Multishopping to finance the construction of BarraShopping Sul, to be settled in 516 monthly installments of R$4, as from the hypermarket inauguration date in November 1998, with no interest or inflation adjustment.
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(m) On January 19, 2012, the Company entered into a bank credit note with Banco do Brasil in the total amount of R$175,000, in order to strengthen its cash position. No guarantee was granted. Interest will be paid semiannually and principal in 11 semiannual installments beginning January 13, 2014. Start Date 01/19/2012 End Date 01/13/2019 Amounting 175,000 Rate 110.00% CDI
Financial Covenants of this contract: Net Debt/ EBITDA less than or equal to 3.5 (n) On August 6, 2012, the Company contracted eight credits notes (CCB), with Banco Ita BBA, in total amount of R$100,000 in order to consolidate its cash position. No guarantee was granted. The interests will be paid semiannually and principal in 1 installment to be paid on August 8, 2016. Star Date 08/06/2012 End Date 08/08/2016 Amounting 100,000 Rate 109.75% CDI
Financial Covenants of this Contract: Net debt/ EBITDA less than or equal to 4.0 EBITDA/ interest expense Liq.>= 2x On September 30, 2012, the Company presents their financial ratios within the present limits on current contracts: Indexes Ita Unibanco VLG (h) Net Debt / EBITDA <= 3,25 x EBITDA / net finance expense >= 2 x Indexes Banco Real (a) (g) Total Debt / PL <= 1 Bank Debt / EBITDA <= 4 x Indexes BNDES (f) (i) (j) Total Debt / Total Asset <= 0,50 EBITDA margin >= 20% Banco do Brasil (m) Net Debt / EBITDA <= 3,5 x Indexes CCB Itau (n) Net Debt / EBITDA <= 4 x EBITDA / Net financial expense. >=2x
2.0x 32,4x 0.46 2,4x 0.28 62.2 2.0x 2.0x 32.4x
Noncurrent loans and financing mature as follows: September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated 2013 2014 2015 2016 2017 From 2018 on 22,555 117,129 109,837 196,931 87,618 250,860 784,930 30,808 155,791 148,496 235,607 126,294 284,185 981,181 81,051 89,798 82,560 68,797 61,223 118,434 501,863 81,051 89,798 82,560 68,797 61,223 118,074 501,503
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14. TRADE ACOUNTS PAYABLE September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Supplier Contractual retentions Indemnities to pay Labor obligations 75,775 20,065 7,013 21,360 124,213 149,945 35,326 7,520 21,460 214,251 41,933 19,521 1,737 25,021 88,212 60,409 21,698 1,740 25,094 108,941
15. DEBENTURES
a)
1st issue of debentures for primary public distribution On June 19, 2009, the Company completed the 1st Issue of debentures for Primary Public Distribution, whereby 100 simple, nonconvertible, book-entry, registered and unsecured debentures were issued in a single series for public distribution with restricted efforts, on a firm guarantee basis, with a par value of R$1,000. Overallotments for additional and supplementary shares of up to 35% were not exercised. The transaction matures within 721 days and debentures will yield interest of 117% (one hundred and seventeen percent) of the accumulated fluctuation of average daily rates of the one-day over extra group interbank deposit rates, calculated and disclosed daily by CETIP, in the daily bulletin on its website (DI-Over Rate) per year, considering 252 business days. The debentures principal was fully repaid on maturity date, on June 10, 2011, and interest was paid according to the following table as from the issue date. 1st 2nd 3rd 4th Remuneration payment date - December 17, 2009 (181 days as from the issue date); Remuneration payment date - June 15, 2010 (361 days as from the issue date); Remuneration payment date - December 12, 2010 (541 days as from the issue date) Remuneration payment date - June 10, 2011 (721 days as from the issue date)
b)
2nd issue of debentures for primary public distribution On September 5, 2011, the Company completed the 2nd issue of debentures for primary public distribution, in the amount of R$300,000. 30,000 simple, nonconvertible, book entry, registered and unsecured debentures were issued in a single series for public distribution with restricted efforts, on a firm guarantee basis, with par value of R$10. The transaction will be repaid in two equal installments at the end of the fourth and fifth year with bear semi-annual interest. The final issuance price was set on September 30, 2011 through a book building procedure with remuneration set at 100% of the accumulated fluctuation of average daily DI rates increased on a compounded basis by a spread or surcharge of 1.01% p.a. On March 05, 2012 and September 5, 2012 were paid interest on the amount of R$17,505 and R$14,499, respectively.
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The Financial Covenants of these bonds are: (i) Net debt/ EBITDA less than or equal to 3.25 (i) EBITDA/ net interest expense greater than or equal to 2 On September 30, 2012 the Company presents the financial ratios within the limits preestablished in the indenture, as follows: September 30, 2012 Net Debt/ EBITDA <= 3,25 x EBITDA / Net Financial Expenses>= 2 x 2.0x 16.2x
16. PAYABLES FOR ACQUISITION OF PROPERTIES December 31, 2011 September 30, 2012 Individual Consolidated Individual Consolidated Current PSS - Seguridade Social (a) Land So Caetano (b) Land Jundia (c) Land Ribeiro (d) Other Noncurrent PSS - Seguridade Social (a) Land So Caetano (b) Land Jundia (c) Land Ribeiro (d) 18,371 22,395 269 41,035 3,062 40,876 43,938 18,371 22,395 5,717 6,201 269 52,953 3,062 40,876 16,074 60,012 17,284 10,869 7,171 269 35,593 15,843 53,205 3,586 72,634 17,284 10,869 7,171 5,843 269 41,436 15,843 53,205 3,586 19,580 92,214
(a) In November 2007, the Company acquired from PSS - Social Security 10.1% of equity interest in Morumbi Shopping, for an amount of R$120,000. R$48,000 was paid on the deed signature date, and the remaining amount will be settle in 72 monthly installments, equal and successive, plus interest of 7% p.y. the price table, and adjusted based on IPCA fluctuation. The last installment matures is on November 21, 2013. (b) Through a purchase and sale agreement dated July 9, 2008, the Company acquired a plot of land in the city of So Caetano do Sul. The acquisition price was R$81,000, of which R$10,000 was paid when the contract was signed. On September 8, 2009, through a partial renegotiation purchase and sale private instrument and other covenants, the parties recognized the outstanding balance of R$71,495, partially adjustable, to be settled as follows: (i) R$4,000 on September 11, 2009; (ii) R$4,000 on December 10, 2009; (iii) R$247 on October 10, 2012 adjusted based on the IGP-M fluctuation plus interest of 3% per year as from the instrument signature date; (iv) R$31,748 in 64 monthly installments, adjusted in accordance based on the IGP-M fluctuation plus interest of 3%, in the amount of R$540, the first installment maturing on January 10, 2010; and (v) R$31,500, subject to adjustment (if the amount is paid in cash), to be settled according to the Companys choice, through transferring of the built 52
area (6,600 m) or in 36 monthly end successive installments monetarily restated by the IGP-M plus 3% interest per year being the first installment due on October 09, 2012, as set forth in the instrument. On May 22, 2012, the Company opted to pay the amount relating to item (v) above in cash. (c) Through a public deed dated December 16, 2009, the Company acquired a plot of land in the city of Jundia for R$46,533, of which R$700 was paid in 2008, R$20,000 on the deed signature date and the remaining amount of R$25,833 will be settled as follows: R$1,665 on February 11, 2010, R$1,665 in April 2010, R$1,670 in June 2010, and 42 monthly installments of R$496, the first maturing on January 11, 2010 and the other installments on the same day in the following months. Payments are monetarily restated by IPCA fluctuation, plus interest of 7.2% p.a., as from the deed signature date. As mentioned in Note 1.1, the obligation mentioned above was transferred to the subsidiary Jundia Shopping Center Ltda. (d) Through a purchase and sale deed with additional mortgage clause, dated April 12, 2011, the Company acquired through DanVille SP Participaes LTDA a plot of land located in Ribeiro Preto. The acquisition price was R$33,000, of which R$4,500 was paid on the signature date. The remaining balance of R$28,500 are being settled in 60 monthly installments of R$475, the first maturing on May 11, 2011, and the remaining installments on the same day in the following months. Payments are monetarily restated by IGP-M fluctuation plus interest of 6% p.y., as from the contract signature date. The noncurrent portion for payables for acquisition of properties mature as follow: September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated 2013 2014 2015 2016 8,576 22,395 12,967 43,938 9,610 28,596 19,168 2,638 60,012 39,876 20,447 12,311 72,634 45,750 26,322 20,142 92,214
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17. TAXES AND CONTRIBUTIONS PAYABLE September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Retained INSS Retained PIS and COFINS Retained ISS Retained CSLL and IRRF PIS and COFINS payable IR and CSLL payable ISS payable 2,100 21 362 (59) 6,810 1,187 771 11,192 4,429 27 1,167 369 8,102 4,328 1,304 19,726 1,832 21 563 82 7,395 636 10,529 2,436 27 585 266 8,507 1,373 13,194
18. PROVISIONS FOR RISKS AND LAWSUITS 18.1. Provision for Risks Individual December September, 31, 2011 Addictions Write-offs 30, 2012 12,199 5,252 2,180 1,064 6 14 20,715 6,051 33 137 6,221 (3,334) (76) (6) (3,416) 12,199 7,969 2,137 1,064 151 23,520
Provision PIS e Cofins (a) Civil (c) Labor Provision for PIS and Cofins (b) Provision for IOF (b) Tax
Consolidated Provision PIS e Cofins (a) INSS Civil (c) Labor Provision for PIS and Cofins (b) Provision for IOF (b) Tax December 31, 2011 Addictions Write-offs 12,199 31 5,521 2,193 1,064 5 347 21,360 6,112 80 145 6,337 (3,363) (76) (6) (3,445) September 30, 2012 12,199 31 8,270 2,197 1,064 491 24,252
Provisions for administrative proceedings and lawsuits processes were recognized to cover probable losses on administrative proceedings and lawsuits related to civil, tax and labor issues, in an amount considered sufficient by Management, based on the opinion of its legal counsel, as follows:
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(a) The Company is a party to lawsuits discussing the collection of PIS and COFINS on sales and leases, in accordance with Law 9718/1998, whose accrued amount is R$12,199. These taxes were calculated in accordance with prevailing tax laws and deposited with the courts. The Company challenged the levy of PIS and COFINS on property sales and lease income before the Rio de Janeiro Federal Revenue Service, i.e., on transactions that are not classified as sale of goods and services. Since favorable and unfavorable rulings were handed down in connection with the matter, on August 17, 2009, the Company filed an application with Rio de Janeiro Federal Revenue Service requesting the conversion of escrow deposits into income to the Federal Revenue Service and that the remaining balance of such escrow deposit be available to the Company, after the debt is fully settled. To date, the Company is still waiting the decision thereon. The lawsuits were assigned to the 9th and 16th federal courts of Rio de Janeiro. These amounts are being properly paid since December 2002. (b) Provision relating to the collection of PIS, COFINS and IOF on financial transactions between related parties. (c) The Companys subsidiary Renasce, is a defendant in a claim filed by the Electoral Court in connection with donations made in 2006 in excess of the limit of 2% of the donors gross revenue. An appeal was filed claiming the existence of amount in duplicate in TRE court records, besides the fact that the overall group revenue should be considered and not only that of Renasce to determine the limit provided for in the electoral laws. The appeal was considered without grounds by majority voting. A special appeal was filed in the Superior Electoral Court - STE which was also denied. Against the new decision a new appeal was presented which is still pending on decision. On September 30, 2012, the Companys external legal counselors have formally classified the likelihood of loss in this lawsuit as probable. Accordingly, a provision in amount of R$5,663 was accounted for. In March 2008, based on the opinion of its legal counselors, the Company recognized provision for contingencies and a correspondent escrow deposit in amount of R$3,228 relating to two indemnity claims filed by the relatives of victims in a homicide in the occurred in the Cinema V of Morumbi Shopping on November 03, 1999. Currently, six lawsuits relating to the incident at the MBS cine are in the Superior Court and two have already been judged. Both lawsuits already judged were favorable to the Company. Given to the precedent originated by the Superior Court decision in the trial mentioned above and due to the fact that the other lawsuits are under the same circumstances, the Companys legal counselors reassessed their prognostic in these case and classified as possible the chance of a favorable outcome to the Company (previously classified as remote). Accordingly, the provision for risks relating to these lawsuits was derecognized in the 3rd quarter of 2012. The remaining balance of the provisions for civil contingencies consists of various claims in insignificant amount filed against the shopping centers in which the Company holds equity interest.
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Contingencies with possible likelihood of loss The Company is a defendant in several other tax, labor and civil lawsuits and administrative proceedings, whose likelihood of loss is assessed by its legal counsel as possible and estimated amount is R$303,740 as at September 30, 2012 (R$308,798 as at December 31, 2011), as shown below: Consolidated September December 30, 2012 31, 2011 Tax Civil and administrative Labor 276,177 6,750 20,993 303,740 281,721 6,244 20,833 308,798
The Company was notified by the Brazilian Federal Revenue Service, which notification gave rise to two administrative proceedings: (a) Collection of Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL) arising from the alleged improper deduction of goodwill amortization expenses from 2007 to 2010. The Companys legal counsel assessed the likelihood of loss as possible, whose amount is estimated at R$220,302. (b) Collection of withholding income tax arising from the purchase and sale of equity interests (Ptio Savassi Mall). The Companys legal counsel assessed the likelihood of loss as possible, whose amount is estimated at R$48,373. All arguments presented by the tax authorities in both tax assessment notices were duly challenged by the Company, which proved the validity and legality of those transactions. Taxes and social contributions calculated and paid by the Company and its subsidiaries are subject to review by the tax authorities for different statutes of limitation. Contingent assets On June 26, 1995, the consortium comprising the Company (successor of Multishopping Empreendimentos Imobilirios S.A.) and Bozano, Simonsen Centros Comerciais S.A., Pinto de Almeida Engenharia S.A., and In Mont Planejamento Imobilirio e Participaes Ltda. advanced the amount of R$6,000 to the Clube de Regatas do Flamengo to be deducted from the income earned by the Club after the opening of the shopping mall located in Gvea, which was the object of the consortium. However, the project was cancelled, and Clube de Regatas do Flamengo did not return the amount advanced. The consortium members decided to file a lawsuit claiming the reimbursement of the amount advanced. The final court decision ordered the payment of the amount advanced monetarily restated. Since the amount involved as well as when it will be received was determined, the Company is being recording the revenue when the amounts are received. During the 3rd quarter of 2012, the Company recognized revenue in the amount of R$1,247 relating to escrow deposits released. 56
18.2. Escrow deposits Individual Escrow deposits PIS and Cofins Civil deposits Labor deposits Other December 31, 2011 12,199 5,268 51 6,308 23,826 Additions 460 4 14 478 Consolidated Escrow deposits PIS and Cofins INSS Civil deposits Labor deposits Other December September 31, 2011 Additions Write-offs 30, 2012 12,920 31 5,268 51 6,673 24,943 653 4 14 671 (260) (260) 12,920 31 5,661 55 6,687 25,354 Write-offs (260) (260) September 30, 2012 12,199 5,468 55 6,322 24,044
19. DEFERRED REVENUE AND COST September 30, 2012 December 31, 2011 Individual Consolidated Individual Consolidated Revenue from the key money Unallocated cost of sales (a) Other revenues Current Noncurrent
(a)
131,144 (69,783) 1,555 62,916 36,318 26,598
219,948 (74,189) 1,555 147,314 41,468 105,846
207,570 (39,189) 1,588 169,969 41,756 128,213
236,699 (41,680) 1,589 196,608 52,097 144,511
Refers to cost related to brokerage of assignment of rights, repurchase of points of sale and key money.
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20. SHAREHOLDERS EQUITY a) Capital The Board of Directors Meeting held on January 18, 2010 approved the private issue of 1,497,773 registered common shares, with no par value, for issue price of R$11.06 per share, to increase the Companys capital by R$16,565. This share issue resulted from the exercise of the call option granted to the Companys CEO, Mr. Jos Isaac Peres, under the Companys Stock Option Plan, approved by the Annual General Meeting held on July 6, 2007, as described in Note 20(h). The shares were issued within the authorized capital limit provided for in article 8, paragraph 1 of the Companys bylaws. As at September 30, 2012 and December 31, 2011, the Companys capital is represented by 179,197,214 common and preferred shares, registered and book-entry shares, with no par value, distributed as follows:
Number of shares September 30, 2012 September 30, 2012 Common Preferred Total Common Preferred Total 55,766,130 40,285,133 349,500 100,000 70,060,201 36,158 166,597,122 741,745 167,338,867 11,858,345 2 11,858,347 11,858,347 55,766,130 55,766,130 52,143,478 40,285,133 349,500 481,300 100,000 100,000 70,060,201 69,548,644 36,160 33,059 178,455,469 166,214,266 741,745 1,124,601 179,197,214 167,338,867 - 55,766,130 11,858,345 52,143,478 481,300 100,000 - 69,548,644 2 33,061 11,858,347 178,072,613 1,124,601 11,858,347 179,197,214
Shareholder Multiplan Planejamento, Participaes e Administrao S.A. 1700480 Ontrio Inc, Jos Isaac Peres Maria Helena Kaminitz Peres Shares outstanding Board of Directors and Executive Board Total outstanding shares Treasury Shares
b) Legal reserve The legal reserve is calculated based on 5% of net income as prescribed by the prevailing laws and the Companys bylaws, limited to 20% of capital. c) Expansion reserve As set forth in the Companys bylaws, the remaining portion of the net income, after absorbing accumulated losses, to recognize the legal reserve and distribute dividends was is allocated to the expansion reserve, which is intended to secure funds for new investments in capital expenditures, current capital, and expansion of social activities. Part of this reserve was used for the payment of additional dividends and interest on capital, according to Note 20.g. d) Special goodwill reserve - merger As explained in Note 8, after the downstream merger of Bertolino into the Company, the goodwill recorded on Bertolinos balance sheet arising from the acquisition of interest in Multiplan, less the provision for maintenance of integrity of shareholders equity, was recorded on the Companys books, after said merger, in a specific line item of deferred income tax and social contribution in assets, as a balancing item to a special goodwill reserve on merger, pursuant to article 6, paragraph 1 of CVM Instruction 319/99. The goodwill will be amortized based on the same expected future profitability over a five-year period. 58
e) Effect on capital transactions As mentioned in note 9, on February 9, 2012, the Companys subsidiary Morumbi Business Center Empreendimentos Imobilirios Ltda. acquired 77,470,449 shares of MPH Empreendimento Imobilirio Ltda. representing 41.958% of total capital, for R$175,000 fully paid up front. Subsequently, a shareholder withdrew from the MPH Empreendimentos Imobilirios Ltda., thought a capital reduction equivalent to 16.084%. Therefore, Morumbi Business Center Empreendimentos Imobiliarios Ltd.. and Multiplan Empreendimentos Imobilirios S.A now own, each, 50% of total equity of MPH Empreendimentos Imobilirios Ltda. The result of the effects of the acquisition made by Morumbi Business Center Empreendimento Imobilirio Ltda. and the reduction of capital of MPH Empreendimentos Imobilirios S.A., in the amount of R$89,996 was accounted for in the Companys shareholders equity. f) Treasury shares On November 11, 2008, the Companys Board of Directors approved a share buyback program for the shares issued by the Company, effective for up to 365 days, limited to 3,696,023 registered common shares with no par value, without capital reduction. On February 3, 2010, the Companys Board of Directors approved a share buyback program for the shares issued by the Company, effective for up to 365 days, limited to 3,696,023 registered common shares with no par value, without capital reduction. On February 22, 2011, the Companys Board of Directors approved a share buyback program for the shares issued by the Company, effective for up to 365 days, limited to 3,600,000 registered common shares with no par value, without capital reduction. On March 7, 2012, the Companys Board of Directors approved a share buyback program for the shares issued by the Company, effective for up to 365 days, limited to 3,600,00 registered common shares with no par value, without capital reduction. All programs were intended to invest a portion of the Companys available funds in the buyback of shares in order to maximize the generation of value to shareholders and, consequently, cover any exercise of stock options. Therefore, to date the Company acquired 2,758,800 common shares (2,058,100 as at December 31, 2011). As at September 30, 2012, 2,017,055 shares were used to settle the exercise of stock options. As at September 30, 2012, treasury shares totaled 741,745 shares (1,124,601 shares as at December 31, 2011). For further information, see Note 20 (h). As at September 30, 2012, the percentage of outstanding shares is 39,10% (38.76% as at December 31, 2011). The treasury shares were acquired at a weighted average cost of R$34.44 (value in Brazilian reais), a minimum cost of R$9.80 (value in Brazilian reais) and a maximum cost of R$44.752 (value in Brazilian reais). The share trading price calculated based on the last price quotation before quarter was R$59.69 (value in Brazilian reais).
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g) Dividends and interest on capital Under the Companys bylaws, the mandatory minimum dividend corresponds to 25% of net income, as adjusted pursuant to the Brazilian Corporate Law. Interest on Capital On November 22, 2011, the Board of Directors approved the payment of interest on capital to the Companys shareholders, where each share amounted to R$0.56182711, before withholding income tax of 15%, except for shareholders who are exempt or immune in accordance with prevailing laws. Since there were 178,046,369 shares outstanding on the date the payment of interest on capital was approved, the total amount payable shall be adjusted by the Board of Directors on March 7, 2012 to R$100,031,276.93, rather than R$100,000,000.00. Those shareholders who are registered as such in the Companys records on November 23, 2011 will be entitled to receive interest on capital. The Companys shares will be traded with no interest beginning November 24, 2011, and interest on capital, less taxes, will be included in the mandatory minimum dividend for the year ended December 31, 2011, at its net amount, as shown below: 2011 Net Income Allocation to legal reserve Adjusted Net income Mandatory minimum dividends Interest on capital approves, net of tax (including complement, authorized by the board of the Directors on March 7, 2012, as described above) 296,890 (14,845) 282,045 70,512
85,072
Interest on capital and additional interest on capital in amount of R$85,072, net of tax, were fully paid on May 10, 2012, as approved by the Companys Annual General Meeting, held on April 30, 2012. The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of Law 9249/95. Dividends The additional dividends proposed in the amount of R$49,000 was approved at the Annual General held on April 30, 2012. Interest on capital and supplementary dividends represent 47.54% of net income.
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2011 Net Income Allocation to legal reserve Adjusted net income Interest on capital approved, net of tax Complement of interest on capital, authorized by the board of the Directors on March 7, 2012 Supplementary dividends Total of interest on capital and supplementary dividends Percentage of allocation 296,890 (14,845) 282,045 85,042 30 49,000 134,072 47.54%
The additional dividends were fully paid on May 10, 2012 as approved by the Companys Annual General Meeting, held on April 30, 2012. h) Stock option plan The Extraordinary General Meeting held on July 6, 2007 approved a Stock Option Plan to its management, employees and service providers or those of other entities under the Companys control. Such plan is managed by the Board of Directors, and the Chief Executive Officer is responsible for determining the holders of the stock options. Options granted, under the Stock Option Plan approved in 2007, do not confer on their holders the right to buy shares based on a number of shares exceeding 7% of the Companys capital at any time. The dilution corresponds to the percentage represented by the number of stock options divided by the total number of shares issued by the Company. As at September 30, 2012, the dilution percentage is 4.1286%. The employees eligible to the Stock Option Plan can exercise their options within up to four years as from the grant date. The vesting period will be of up to two years, with redemption of 33.4% after the second anniversary, 33.3% after the third anniversary, and 33.3% after the fourth anniversary. The share price shall be based on the average price of the Companys shares of the same class and type over the last 20 (twenty) trading sessions on the So Paulo Stock Exchange (Bovespa) immediately prior to the option grant date, weighted by the trading volume, adjusted for inflation based on the IPCA, or based on any other index determined by the Board of Directors, through the option exercise date. The Company offered seven stock option plans from 2007 to 2012, which satisfy the maximum limit of 7% provided for in the plan, as summarized below: (i) Plan 1 - On July 6, 2007, the Companys Board of Directors approved the 1st Stock Option Plan and the grant of options for 1,497,773 shares, exercisable after 180 days as from the first public offering of shares by the Company. Regardless of the Plans general provisions, as described above, the option exercise price is R$9.80, adjusted for inflation based on the IPCA, or any other index set by the Board of Directors. 61
(ii) Plan 2 - On November 21, 2007, the Companys Board of Directors approved the 2nd Stock Option Plan and the grant of options for 114,000 shares. Of this total, 16,000 shares were granted to an employee who left the Company before the minimum term necessary to exercise the option. The option exercise price is R$22.84, adjusted for inflation based on the IPCA, as from the grant date through option exercise date. (iii) Plan 3 - On June 4, 2008, the Companys Board of Directors approved the 3rd Stock Option Plan and the grant of options for 1,003,400 shares. Of this total, 68,600 shares were granted to an employee who left the Company before the minimum term necessary to exercise the option. The option exercise price is R$20.25, adjusted for inflation based on the IPCA, as from the grant date through the option exercise date. (iv) Plan 4 - On April 13, 2009, the Companys Board of Directors approved the 4th Stock Option Plan and the grant of options for 1,300,100 such shares. Of this total, 44,100 shares were granted to an employee who left the Company before the minimum term necessary to exercise the option. The option exercise price is R$15.13, adjusted for inflation based on the IPCA, as from the grant date through the option exercise date. (v) Plan 5 - On March 4, 2010, the Companys Board of Directors approved the 5th Stock Option Plan and the grant of options for 966,752 shares. The option exercise price is R$30.27, adjusted for inflation based on the IPCA, as from the grant date up through the option exercise date. (vi) Plan 6 - On March 26, 2011, the Companys Executive Board approved the 6th Stock Option Plan and the grant of options for 1,297,110 shares. The option exercise price is R$33.13, adjusted for inflation based on the IPCA, as from the grant date up through the option exercise date. (vii) Plan 7- On March 6, 2012, the Companys Executive Board approved the 7th Stock Option Plan and the grant of options for 1,347,960 shares. The option exercise price is R$39.60, adjusted for inflation based on the IPCA, as from the grant date up through the option exercise date. The grants described in items (ii), (iii), (iv), (v), (vi) and (vii) follow the criteria set in the Stock Option Plan described above. On January 7, 2010, the Chief Executive Officer Mr. Jos Isaac Peres exercised 1,497,773 call options. Additionally, in 2010 and 2011 and in the first semester of 2012, certain holders exercised 2,017,055 stock options related to plans 2, 3, 4 and 5. Accordingly, as at September 30, 2012, the shares comprising the balance of the stock options granted by the Company under the Stock Option Plan totaled 3,883,567, which correspond to 2.13% of total shares.
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The vesting periods to exercise the options are as follows:

% of options Maximum Number of options released number exercised as at for exercise of shares September 30, 2012 100% 33.4% 33.3% 33.3% 33.4% 33.3% 33.3% 33.4% 33.3% 33.3% 33.4% 33.3% 33.3% 33.4% 33.3% 33.3% 33.4% 33.3% 33.3% 1,497,773 32,732 32,634 32,634 312,217 311,288 311,295 419,494 418,246 418,260 322,880 321,927 321,945 433,228 431,937 431,945 450,212 448,878 448,878 1,497,773 32,732 32,634 32,634 290,814 289,942 281,183 387,540 373,082 5,828 248,149 3,647 3,646 -
Vesting period as from the grant date Plan 1 180 days after the Initial Public Offering - 01/26/2008 Plan 2 As from the second anniversary - 12/20/2009 As from the third anniversary - 12/20/2010 As from the fourth anniversary - 12/20/2011 Plan 3 As from the second anniversary - 06/04/2010 As from the third anniversary - 06/04/2011 As from the fourth anniversary - 06/06/2012 Plan 4 As from the second anniversary - 04/13/2011 As from the third anniversary - 04/13/2012 As from the fourth anniversary - 04/13/2013 Plan 5 As from the second anniversary - 03/04/2012 As from the third anniversary - 03/04/2013 As from the fourth anniversary - 03/04/2014 Plan 6 As from the second anniversary -03/ 23/2013 As from the third anniversary - 03/23/2014 As from the fourth anniversary - 03/23/2015 Plan 7 As from the second anniversary - 03/06/2014 As from the third anniversary - 03/06/2015 As from the fourth anniversary - 03/06/2016
The average weighted fair value of call options on grant dates, as described below, was estimated using the Black-Scholes option pricing model, based on the assumptions listed below: Price in the grants date R$ 25.00 R$ 20.00 R$ 18.50 R$ 15.30 R$ 29.65 R$ 33.85 R$ 39.44
Plan 1 Plan 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7
Exercise price R$ 9.80 R$ 22.84 R$ 20.25 R$ 15.13 R$ 30.27 R$ 33.13 R$ 39.60
Index of adjustment IPCA IPCA IPCA IPCA IPCA IPCA IPCA
Amount 1,497,773 114,000 987,600 1,300,100 966,752 1,297,110 1,347,960
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Plan 1 Plan 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7
Volatility Risk-free rate 48.88% 12.10% 48.88% 12.50% 48.88% 12.50% 48.79% 11.71% 30.90% 6.60% 24.30% 6.30% 23.84% 3.69% - 4.40%
Average maturity 3.25 years 4.50 years 4.50 years 4.50 years 3.00 years 3.00 years 3.00 years
Fair value R$16.40 R$7.95 R$7.57 R$7.15 R$7.28 R$7.03 R$6.42
The volatility used in the model was based on the standard deviation of historical MULT3, or in a panel of companies of the sector, in accordance with the stock fluctuation availability and consistency presented in the market and in the appropriate period. The dividend yield was based on Companys internal models considering the maturity of each option. The company did not consider the options anticipated exercise and any market condition other than the assumptions above. The effect in the 3rd quarter of 2012 relating to the share-based payments in the Companys shareholders equity and profit or loss was R$7,206 (R$5,549 in2011) of which R$3,042 (R$2,501 in2011) refers to the portion payable to the management.
21. NET OPERATING REVENUES

Individual 07/01/2012 to 01/01/2012 to 07/01/2011 to 01/01/2011 to 09/30/2012 09/30/2012 09/30/2011 09/30/2011 Gross operating revenue from sales and services: Rental Parking lot Services Key money Sale of property Other Taxes and Contributions on sales and services Net operating revenues 124,643 12,187 23,335 6,726 14,494 314 181,699 (15,028) 166,671 374,903 35,400 71,572 21,073 36,329 1,292 540,569 (44,946) 111,222 9,474 23,246 6,598 10,515 676 161,731 (13,545) 326,891 27,144 63,429 19,986 32,575 1,401 471,426 (39,715)
495,623 148,186 431,711 Consolidated 07/01/2012 to 01/01/2012 to 07/01/2011 to 01/01/2011 to 09/30/2012 09/30/2012 09/30/2011 09/30/2011 130,359 25,580 22,920 8,773 35,521 538 223,691 (18,329) 205,362 392,030 73,211 69,959 27,220 217,158 1,718 781,296 (60,808) 720,488 117,351 19,775 23,644 9,802 10,515 731 181,818 (16,160) 165,658 345,009 57,374 64,056 29,009 32,575 1,453 529,476 (47,323) 482,153
Gross operating revenue from sales and services: Rental Parking lot Services Key money Sale of property Other Taxes and Contributions on sales and services Net operating revenues
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22. ADMINISTRATIVE AND PROJECTS EXPENSES During the nine-month period ended September 2012 and 2011, the Company incurred in headquarters and shopping administrative expenses, and project expenses. These expenses are described below:
Administrative and projects expenses 01/07/2012 to 30/09/2012 Staff Services Parking Lot Rental Provisions and lower Marketing Travels Property Occupation Cost Other (12,084) (8,760) (2) (1,433) (4,424) (6,448) (1,597) (3,576) (1,895) 520 (39,699) Individual 01/01/2012 to 01/07/2011 to 30/09/2012 30/09/2011 (36,769) (25,965) (6) (4,415) (4,892) (17,160) (5,012) (15,052) (5,265) (8,389) (122,925) (10,882) (8,090) (3) (1,355) 886 (3,355) (1,453) (3,816) (1,461) (4,742) (34,271) 01/01/2011 to 30/09/2011 (31,763) (24,986) (7) (4,055) (709) (10,698) (3,762) (10,384) (4,464) (12,699) (103,527) 01/07/2012 to 30/09/2012 (12,119) (10,578) (5,204) (1,440) (4,548) (8,125) (1,734) (5,569) (2,131) (1,377) (52,825) Consolidated 01/01/2012 to 01/07/2011 to 30/09/2012 30/09/2011 (36,826) (33,322) (13,453) (4,437) (5,749) (22,377) (5,353) (20,380) (6,234) (13,410) (161,541) (10,882) (8,666) (3,332) (1,362) 1,400 (5,433) (1,466) (5,522) (1,629) (6,475) (43,367) 01/01/2011 to 30/09/2011 (31,981) (26,249) (10,066) (4,075) (450) (13,733) (3,775) (14,662) (4,724) (17,242) (126,957)
23. FINANCIAL INCOME (EXPENSES), NET

07/01/2012 to 09/30/2012 Income from short-term investments Interest on loans and financing interest on real estate developments Bank fees and other charges Currency fluctuations Inflation gains (assets) Inflation gains (liabilities) Fines and interest on lease and key money - shopping centers Fines and interests on tax assessment notices Bank Fees Interests on loans Interests on payables for acquisition of properties Other Total 5,795 (19,861) 600 5,007 (99) 1,387 (3,004) 837 (9) (430) 623 (360) (106) (9,620) Individual 01/01/2012 to 07/01/2011 to 09/30/2012 09/30/2011 30,027 (57,760) 1,859 (733) (139) 6,013 (7,872) 2,182 (68) (430) 3,193 (1,793) (218) (25,739) 15,032 (6,407) 471 (1,155) (8) 919 (1,284) 938 (111) (36) 656 (443) 58 8,630 01/01/2011 to 09/30/2011 53,241 (24,254) 507 (3,105) (10) 3,259 (4,758) 3,280 (205) (277) 1,879 (2,626) (1,577) 25,354
07/01/2012 to 09/30/2012 Income from short-term investments Interest on loans and financing interest on real estate developments Bank fees and other charges Currency fluctuations Inflation gains (assets) Inflation gains (liabilities) Fines and interest on lease and key money - shopping centers Fines and interests on tax assessment notices Bank Fees Interests on loans Interests on payables for acquisition of properties Other Total 7,107 (19,861) 601 5,236 (121) 1,736 (3,306) 1,063 (9) (818) 674 (357) (175) (8,230)
Consolidated 01/01/2012 to 07/01/2011 to 09/30/2012 09/30/2011 34,006 (57,760) 1,863 (967) 98 6,677 (8,195) 2,511 (79) (818) 3,357 (1,793) (342) (21,442) 15,622 (6,407) 471 (1,202) (660) 800 (1,296) 1,365 (111) (54) 721 (443) 7 8,813
01/01/2011 to 09/30/2011 54,599 (24,254) 507 (3,243) 619 3,495 (4,791) 3,808 (205) (312) 2,045 (2,626) (1,658) 27,984
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24. SEGMENT REPORTING For management purposes, the Company recognizes four business segments that account for its revenues and expenses. Segment reporting is required since margins, revenue and expense recognition and deliverables are different among them. Shopping centers This refers to the Companys share in the civil condominium of shopping centers and their respective parking lots which are the Companys major revenue-generating segment, accounting for 59.55% of its total revenue recognized during the nine-month period ended September 30, 2012. The determining factor for the amount of revenues and expenses in this segment is the companys share in each venture. The Companys revenues and expenses are described below: Revenue: Revenue derives mainly from leases of areas occupied by a storeowner and parking. Such revenue is recognized proportionately to the share of investors in each condominium. Rental: This refers to amounts collected by mall owners (the Company and its shareholders) in connection with the areas leased in their shopping centers. The revenue includes four types of rental: Minimum Rental (based on a commercial agreement indexed to the IGP-DI), Supplementary Rental (percentage of sales made by storeowners), Merchandising (rental of an area in the mall) and straight-line rental revenues (exclude the volatility and seasonality of minimum rental revenues). Parking: Revenue from payments made by customers for the time their vehicles are parked in the parking lot. Expenses: Include expenses on vacant stores, contributions to the promotion fund, legal fees, lease, brokerage fees, and other expenses arising from the interest held in the shopping mall. The expenses on the maintenance and operation expenses (common condominium expenses) of the shopping mall will be borne by the storeowners. Other: Includes depreciation expenses. The shopping centers assets substantially comprise permanent assets of operational shopping centers and rental payments receivable and parking lots. Real estate Real estate operations include revenue and expenses from the sale of properties normally built in the surroundings of the shopping mall. As previously mentioned, this activity contributes to generating customer flows to the mall, thus increasing its revenues. Additionally, the appreciation and convenience brought by a mall to its neighborhood enable the Company to minimize risks and increase revenues from properties sold. Revenues derive from the sale of properties and their related construction costs. Both are recognized based on the percentage of completion (POC) of the construction work. Expenses arise mainly from brokerage and marketing activities. Finally, the caption other refers mainly to a real estate project that is recognized in a companys balance sheet and income statement as investments and equity in subsidiaries, respectively. 66
This segments assets are mainly the Companys landbank and constructions in progress and trade accounts receivable. Projects The operation of projects includes revenues and expenses arising from the development of shopping centers. Development costs are recorded in the balance sheet, but expenses on marketing, brokerage, feasibility studies and other items are recorded to the companys income statement. Similarly, the company believes that most of its revenue from Assignment of Rights derives from projects initiated over the last 5 years (average period to recognize revenue from Assignment of Rights), thus resulting from the lease of stores during the construction process. In developing its projects, the company can ensure the quality of the shopping centers in which it will hold interests in the future. Project assets mainly comprise permanent assets of construction in progress and trade accounts receivable from leased stores. Management and other The Company provides management services to its shareholders and storeowners in consideration for a service fee. Additionally, the Company charges brokerage fees from its shareholders for the lease of stores. The management of its shopping centers is essential for the Companys success and is a major area of concern in the company. On the other hand, the Company incurs in expenses on the head office for these services and other, which are considered in this segment. This also includes taxes, financial income and expenses and other income and expenses that depend on the companys structure and not only on the operation of each segment previously described. For these reason this segment records loss. This segments assets mainly comprise the Companys cash, deferred taxes and intangible assets.
July 01, 2012 to September 30, 2012 Shopping Management Center Real Estate Projects and other Total Revenue 155,939 35,521 8,773 23,458 223,691 Costs (18,421) (18,421) Expenses (12,423) (4,216) (7,013) (31,497) (55,149) Other (17,721) 72 (25,210) (42,859) Income before income tax and social contribution 125,795 12,956 1,760 (33,249) 107,262 Operational assets 3,422,952 497,658 918,534 419,963 5,259,107
Revenue Costs Expenses Other Income before income tax and social contribution Operational assets
January 01, 2012 to September 30, 2012 Shopping Management Center Real Estate Projects and other 465,241 217,158 27,220 71,677 (111,515) (51,501) (13,573) (20,563) (83,111) (52,640) 922 (79,044) 361,100 92,992 6,657 (90,478) 3,422,952 497,658 918,534 419,963
Total 781,296 (111,515) (168,748) (130,762) 370,271 5,259,107
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July 01, 2011 to September 30, 2011 Shopping Management Real Estate Projects and other Center 137,126 10,515 9,802 24,375 (9,852) (15,378) (4,497) (2,537) (22,995) (15,134) 141 (6,327) 106,614 (3,693) 7,265 (4,947) 2,365,552 116,716 1,099,997 647,257
Total 181,818 (9,852) (45,407) (21,320) 105,239 4,229,522
January 01, 2011 to September 30, 2011 Shopping Management Center Real Estate Projects and other 402,383 32,575 29,009 65,509 (33,234) (48,054) (6,973) (9,278) (68,201) (44,392) 1,523 (15,725) 309,937 (6,109) 19,731 (18,417) 2,365,552 116,716 1,099,997 647,257
Total 529,476 (33,234) (132,506) (58,594) 305,142 4,229,522
25. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 25.1. Capital risk management The Company and its subsidiaries manage its capital in order to ensure the continuity of its normal operations, at the same time, maximizing the return of its operations to all interested parties, through the optimization of the use of debt instruments and capital. The Companys overall strategy did not change. The Companys capital structure is comprised by the net debt (loans, financing and debentures detailed in notes 13 and 15, less cash and cash equivalents (detailed in note 3) marketable securities, and the Companys shareholders equity (which includes the capital and reserves explained in notes 20). i) Debt-to-Equity Ratio Total debt-to-equity ratio at the end of the reporting period is as follows:
Individual 09.30.12 12.31.11 Debt (a) Cash and cash equivalents and short-term investments Net Debt Shareholders Equity (b) Net debt-to-equity ratio 1,161,622 246,847 914,775 3,210,609 28.49% 868,988 504,089 364,899 3,091,037 11.81% Consolidated 09.30.12 12.31.11 1,363,111 325,822 1,037,289 3,209,039 32.32% 868,628 558,343 310,285 3,216,360 9.65%
(a) Debt is defined as short- and long-term loans, financing and debentures as detailed in notes 13 and 15 . (b) Shareholders' equity includes the capital and the reserves.
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25.2. Market Risk The real estate segment is subjected to changes on its demand impacted by changes in general and local economic conditions. In this context, Company develops real estate projects as complement of its shopping centers projects, its main business. The inherent risk to the activity of selling real estate is mitigated by the Company by building its developments only in areas inside the shopping centers properties. The decision to release the project only happens when it has variable convergence which reports the project success. Additionally, the real estate activities represent a very small part of the investments to be performed. Currently, the Company has three projects in development in total amount of R$200,000 from the total investment amount announced, R$1,020,000 in 2012.Multiplans real estate activities are eventual and related to of commercial opportunities. 25.3. Objectives of financial risk management The Companys Corporate Treasury Department coordinates access to financial markets, and monitors and manages the financial risks related to the Companys and its subsidiaries operations. These risks include rate risk, credit risk inherent in the provision of financial services and credit and liquidity risk. According to CVM Resolution 550 issued on October 17, 2008, which provides for the submission of information on derivative financial instruments in the notes, the Company has not contracted derivative financial instruments; there is no risk from a potential exposure associated with such instruments. 25.4. Interest rate risk Interest rate risk refers to: Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such rates do not reflect current market conditions. While constantly monitoring these indexes, the Company has not identified yet the need to enter into financial instruments to hedge against interest rate risks. Possibility of unfavorable change in interest rates, which would result in increase in financial expenses as a result of the debt portion pegged to variable interest rates. As at September 30, 2012, the Company and its subsidiaries invested their financial resources mainly in Interbank Certificates of Deposit, yielding interest based on the CDI rate, which significantly minimizes this risk. Inability to obtain financing in case the real estate market presents unfavorable conditions, not allowing absorption of such costs. Account Receivables of costumers, payables for acquisition of properties both with fixed interest rates and post-fixed ones. This risk is administrated by the Company and its subsidiaries aimed at minimize the exposure to the risk of having an interest rate of account receivable equating to its debt.
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25.5. Credit risk related to service rendering This risk is related to the possibility of the Company and its subsidiaries posting losses resulting from difficulties in collecting amounts from lease, property sales, key money, management fees and brokerage fees. This type of risk is substantially minimized owing to the possibility of repossession of the stores leased and properties sold, which are historically renegotiated with third parties on a profitable basis. 25.6. Credit risk This risk is related to the possibility of the Company and its subsidiaries posting losses resulting from difficulties in realizing short-term financial investments. The risk inherent in such financial instruments is minimized by investing in prime banks. 25.7. Sensitivity analysis In order to analyze the sensitivity of financial asset and financial liability index to which the Company is exposed as at September 30, 2012, five different scenarios were defined and an analysis of sensitivity to fluctuations in the indexes of such instruments was prepared. Based on the FOCUS report dated September 28, 2012, the IGP-DI, IGP-M and IPCA indexes and UMBNDES and TJLP, projections for 2013 were extracted from the BNDESs official website. The indexes CDI and the TR rate were extracted from the CETIPs and BM&F BOVESPAs official websites. Such index and rates were considered as probable scenario and increases and decreases of 25% and 50% were calculated. Indexes of financial assets and financial liabilities:
Index CDI IGP-DI IGP - M IPCA UMBNDES TJLP TR 50% decrease 25% decrease 3.75% 5.63% 4.37% 6.56% 4.30% 6.45% 2.68% 4.02% 1.00% 1.50% 2.75% 4.13% 0.03% 0.04% Probable scenario 25% increase 50% increase 7.50% 9.38% 11.25% 8.74% 10.93% 13.11% 8.60% 10.75% 12.90% 5.36% 6.70% 8.04% 2.00% 2.50% 3.00% 5.50% 6.88% 8.25% 0.05% 0.06% 0.08%
Financial assets The gross financial income was calculated for each scenario as at September 30, 2012, based on one-year projection and not taking into consideration any tax levied on earnings. The CDI sensitivity for each scenario is analyzed below:
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Financial income projection - 2012

Individual Cash and cash equivalents Cash and banks Short-term investments Trade accounts receivable Trade accounts receivable - store lease Trade accounts receivable -key money Trade accounts receivable -real estate sales Construction in progress Trade accounts receivable -real estate sales Completed units Others receivables Sundry loans and advances Shop owners Barra Shopping Sul Association Parkshopping Barigui Association Parkshopping Braslia Association Parkshopping So Caetano Association Shopping Santa rsula Association Barrashopping Association Parkshopping Diamond Mall Association Village Mall Association Parkshopping So Caetano condominium Parkshopping Braslia condominium Ribeiro Shopping condominium New York City Center condominium Anlia Franco condominium Morumbi Shopping condominium Others sundry loans and advances Total Remuneration Balances at Probable rate 09/30/2012 50% decrease 25% decrease scenario 25% increase 50% increase
N/A 100% CDI
16,194 230,653 246,847 67,909 41,682 42,699 21,866 20,418 194,574 6,635 9,306 3,528 269 922 54 409 305 27 361 2,007 1,328 63 121 47 1,217 26,599 468,020
N/A 8,649 8,649 2,968 1,822 1,866 113 N/A 6,769 261 471 155 11 38 2 17 13 N/A 15 83 N/A N/A N/A N/A N/A 1,066 16,484
N/A 21,624 21,624 7,419 4,554 4,665 282 N/A 16,920 653 1,178 387 28 95 6 42 31 N/A 37 207 N/A N/A N/A N/A N/A 2,664 41,208
N/A 25,948 25,948 8,903 5,465 5,598 338 N/A 20,304 783 1,413 464 33 114 7 51 38 N/A 45 248 N/A N/A N/A N/A N/A 3,196 49,448
IGP-DI IGP-DI IGP-DI IGP-M + 12% N/A
(*) 135% CDI 117% CDI 110% CDI 110%CDI 110% CDI 110% CDI 110% CDI N/A 110% CDI 110% CDI N/A N/A N/A N/A N/A
(*) This balance is updated in 110% CDI, CDI + 1% and IGP-DI

Consolidated Cash and cash equivalents Cash and banks Short-term investments Trade accounts receivable Trade accounts receivable - store lease Trade accounts receivable -key money Trade accounts receivable -real estate sales Construction in progress Trade accounts receivable -real estate sales Completed units Others receivables Sundry loans and advances Shop owners Barra Shopping Sul Association Parkshopping Barigui Association Parkshopping Braslia Association Parkshopping So Caetano Association Shopping Santa rsula Association Barrashopping Association Parkshopping Diamond Mall Association Shopping Vila Olimpia Association Village Mall Association Parkshopping So Caetano condominium Parkshopping Braslia condominium Ribeiro Shopping condominium New York City Center condominium Shopping Vila Olmpia condominium Anlia Franco condominium Morumbi Shopping condominium Jundia Shopping condominium Parkshopping Campo Grande condominium Other Sundry loans and advances Total (*) 135% CDI 117% CDI 110% CDI 110%CDI 110% CDI 110% CDI 110% CDI 8%IPCA N/A 110% CDI 110% CDI N/A N/A N/A N/A N/A 110%CDI 110%CDI N/A 6,635 9,306 3,528 269 922 54 409 305 267 27 361 2,007 1,328 63 500 121 47 1,513 651 1,892 30,205 596,005 261 471 155 11 38 2 17 13 1 N/A 15 83 N/A N/A N/A N/A N/A 62 27 N/A 1,156 20,752 391 707 232 17 57 3 25 19 1 N/A 22 124 N/A N/A N/A N/A N/A 94 40 N/A 1,732 31,126 523 942 310 22 76 4 34 25 1 N/A 30 166 N/A N/A N/A N/A N/A 125 54 N/A 2,312 41,503 653 1,178 387 28 95 6 42 31 1 N/A 37 207 N/A N/A N/A N/A N/A 156 67 N/A 2,888 51,879 783 1,413 464 33 114 7 51 38 2 N/A 45 248 N/A N/A N/A N/A N/A 187 81 N/A 3,466 62,254 Remuneration Balances at Probable rate 09/30/2012 50% decrease 25% decrease scenario 25% increase 50% increase
N/A 100% CDI
29,104 295,126 324,230 73,598 74,991 42,699 21,866 26,824 239,978
N/A 11,067 11,067 3,216 3,277 1,866 113 N/A 8,472
N/A 16,601 16,601 4,824 4,916 2,799 169 N/A 12,708
N/A 22,134 22,134 6,432 6,554 3,732 226 N/A 16,944
N/A 27,668 27,668 8,041 8,193 4,665 282 N/A 21,181
N/A 33,202 33,202 9,649 9,831 5,598 338 N/A 25,416
IGP-DI IGP-DI IGP-DI IGP-M+12% N/A
(*) This balance is updated in 110% CDI, CDI + 1% and IGP-DI
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Financial liabilities Gross financial expenses were calculated for each scenario as at September 30, 2012, based on one-year projection and not taking into consideration any tax levied and the maturities of each contract scheduled for 2012. The indexes sensitivity for each scenario is analyzed below. Financial expenses projection - 2012
Individual Loans and financing Real BSS Banco Ita Unibanco SAF Banco Ita Unibanco PSC Banco Ita Unibanco MTE Banco IBM Banco IBM BNDES PKS Expanso BNDES PKS Expanso Real BHS Expanso V Banco do Brasil Banco Ita Unibanco VLG Loans cost Real BHS EXP Loans cost Ita UnibancoPSC Loans cost Ita Unibanco VLG Loans cost Ita Unibanco MTE Loans cost Banco do Brasil Cia Real de Distribuio Payables for acquisition of properties PSS - Seguridade Social Land So Caetano Other Debentures Total Remuneration rate TR+9,62% TR+10% TR+9,75% CDI CDI+0,79% a.a. CDI+1,48% a.a. TJLP+3,53% 4,5% a.a. TR+10% CDI+110% a.a. TR+9,75% N/A N/A N/A N/A N/A N/A IPCA + 7% p.y. IGPM + 3% p.y. N/A CDI+1,01% a.a Balances at Probable 09/30/2012 50% decrease 25% decrease scenario 77,962 7,533 136,466 101,183 317 4,612 16,839 321 85,367 176,844 269,089 (648) (1,270) (7,125) (2,501) (5,596) 681 860,074 21,433 63,271 269 84,973 301,548 1,246,595 2 3 3,794 3 16 14 2 7,295 7 N/A N/A N/A N/A N/A N/A 11,136 40 82 122 114 11,372 3 5 5,692 4 25 14 3 10,942 10 N/A N/A N/A N/A N/A N/A 16,698 60 122 182 171 17,051 4 7 7,589 5 33 14 4 14,590 13 N/A N/A N/A N/A N/A N/A 22,259 80 163 243 228 22,730 25% increase 50% increase 5 8 9,486 6 41 14 5 18,237 17 N/A N/A N/A N/A N/A N/A 27,819 101 204 305 286 28,410 6 1 10 11,383 8 49 14 6 21,884 20 N/A N/A N/A N/A N/A N/A 33,381 121 245 366 343 34,090
Individual Loans and financing Real BSS Banco Ita Unibanco SAF Banco Ita Unibanco PSC Banco Ita Unibanco MTE Banco IBM Banco IBM BNDES PKS Expanso BNDES PKS Expanso Real BHS Expanso V BNB Macei Banco do Brasil Banco Ita Unibanco VLG BNDES JDS BNDES JDS BNDES CGS BNDES CGS BNDES CGS Loans Costs Real BHS EXP Loans Costs Ita Unibanco PSC Loans Costs BNDES JDS Loans Costs BNDES CGS Loans Costs Ita Unibanco VLG Loans Costs Banco do Brasil Loans Costs BNB Loans Costs Ita Unibanco MTE Cia Real de Distribuio Obligation from assets acquisition PSS - Seguridade Social Land So Caetano Land Jundia Land Ribeiro Other Debentures Total
Remuneration rate TR+9,62% TR+10% TR+9,75% CDI CDI+0,79% a.a. CDI+1,48% a.a. TJLP+3,53% 4,5% a.a. TR+10% 8,08% CDI+110% a.a. TR+9,75% TJLP+3,38% TJLP+1,48% TJLP+3,32% IPCA+9,59% TJLP+1,42% N/A N/A N/A N/A N/A N/A N/A N/A N/A IPCA + 7% p.y. IGPM + 3% p.y. IPCA + 7,2% p.y. IGPM+6% p.y. N/A CDI+1,01% a.a.
Balances at Probable 09/30/2012 50% decrease 25% decrease scenario 7,962 7,533 136,466 101,183 317 4,612 16,839 321 85,367 16,260 176,844 269,089 100,872 3,834 58,899 21,392 1,363 (648) (1,270) (246) (200) (7,125) (5,596) (685) (2,501) 681 1,061,563 21,433 63,271 5,717 22,275 269 112,965 301,548 1,476,076 2 3 3,794 3 16 14 2 1,314 7,295 7 94 2 54 55 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A 12,656 40 82 11 57 N/A 190 114 12,960 3 5 5,692 4 25 14 3 1,314 10,942 10 141 2 81 82 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A 18,319 60 122 17 86 N/A 285 171 18,775 4 7 7,589 5 33 14 4 1,314 14,590 13 188 3 108 110 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A 23,983 80 163 22 115 N/A 380 228 24,591
25% increase 50% increase 5 8 9,486 6 41 14 5 1,314 18,237 17 234 4 134 137 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A 29,643 101 204 28 144 N/A 477 286 30,406 6 1 10 11,383 8 49 14 6 1,314 21,884 20 281 5 161 165 2 N/A N/A N/A N/A N/A N/A N/A N/A N/A 35,309 121 245 33 172 N/A 571 343 36,223
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25.8. Liquidity risk management The Companys management and its subsidiaries prepared a liquidity risk management model in order to manage its capital needs and manage its short-, medium- and longterm cash needs. The Company and its subsidiaries manage its liquidity risk keeping adequate reserves, bank credit lines and credit lines deemed adequate through the continuous monitoring of forecasted and realized cash flows and combination of the maturity profiles of financial assets and liabilities. The following table shows in detail the remaining contractual maturity of financial assets and liabilities of the Company and the contractual repayments terms. The table has been prepared in accordance with the undiscounted cash flows of financial assets and liabilities based on the earliest date on which the Company must repay their obligations.
Until one year Financial investments Accounts receivable Advances Various Loans and financing Payables for acquisition assets Debentures Total 230,653 166,966 18,321 (75,144) (41,035) (1,548) 298,213 Individual One to More than three years three years 27,609 8,278 (249,521) (43,938) (257,572) (535,409) (300,000) (835,409)
Total 230,653 194,575 26,599 (860,074) (84,973) (301,548) (794,768)
Until one year Financial investments Accounts receivable Advances Various Loans and financing Payables for acquisition assets Debentures Total 295,126 204,170 21,197 (80,382) (52,953) (1,548) 385,610
Consolidated One to More than three years three years 35,808 9,008 (335,095) (57,374) (347,653)
Total
1,592 296,718 239,978 30,205 (646,086) (1,061,563) (2,638) (112,965) (300,000) (301,548) (947,132) (909,175)
25.9. Category of the main financial instruments

Individual Consolidated 09.30.12 12.31.11 09.30.12 12.31.11 Financial assets measured at fair value through income Marketable securities available for trading Marketable securities Financial assets measured at amortized cost Accounts receivable Loans and advances several Financial liabilities measured at amortized cost Loans and financing Payables for acquisition assets Debentures 230,653 194,575 26,599 860,074 84,973 301,548 479,,414 227,581 22,653 295,126 1,592 239,978 30,205 519,269 245,545 24,392 557,515 133,650 311,473
557,515 1,061,563 108,227 112,965 311,473 301,548
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Valuation techniques and assumptions applied for purposes of fair value calculation The estimated fair values of financial assets and liabilities of the Company and its subsidiaries have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required in interpreting market data to produce the estimate of fair value, if possible more appropriate. As a result, the estimates below do not necessarily indicate the amounts that could be realized in the current exchange market. The use of different market methodologies may have a significant effect on the estimated realizable values. The determination of fair value of financial assets and liabilities is as follows: Cash and cash equivalent, financial assets are post-fixed instruments and therefore already reflect the account balances, substantially, its fair value. Trade accounts receivable and sundry loans and :there are no available data on transactions in accounts receivable and loans and advances related to the various operations of the Company and its subsidiaries and since there were no transactions of sales of receivables is not possible to determine the fair value of financial instruments. Payables for acquisition of properties - as there are no available data on transactions of sale of accounts payable for purchases of goods and the Company and its subsidiaries did not perform such operations is not possible to determine the fair value of financial instruments. Loans and financing and debentures, contracts and financing loans have clauses that prohibit the assignment of such instruments to third parties, and thus, cannot determine the fair value of financial instruments. Financial instruments measured at fair value are grouped into specific categories (level 1, 2 and 3) according to the corresponding degree of his fair value: Measurements of the fair value of level 1 are obtained from quoted prices (unadjusted) in active markets for identical assets or liabilities. Measurements of the fair value of level 2 are obtained by means of the variables in addition to the quoted prices included the level 1 that are observed for the asset or liability either directly (as prices) or indirectly (derived from prices) Measurements of the fair value of level 3 are obtained from non-observable market variables. On September 30, 2012 and December 31, 2011 the only instruments recorded at fair value, refer to investments classified at level 2.
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26. ADMINISTRATIVE FUNDS The Company is responsible for the financial management and planning of the investors funds for the following shopping centers: BarraShopping, MorumbiShopping, BHShopping, DiamondMall, ParkShopping Braslia, RibeiroShopping, New York City Center, Shopping Anlia Franco, BarraShopping Sul, ParkShopping Barigui, Shopping Ptio Savassi, Shopping Santa rsula and Vila Olimpia. The Company manages funds comprised of advances of funds from such investors and lease amounts received from storeowners in the shopping centers, which are deposited in bank accounts in the name of the development and at the Companys discretion, to finance expansion activities and the operating expenses of own shopping centers. As at September 30, 2012, the balance of administrative funds amounted to R$13,769 (R$13,762 as at December 31, 2011), which is not presented in the consolidated interim financial information because it neither corresponds to rights nor obligations of the subsidiary.
27. EARNINGS PER SHARE Basic earnings per share are calculated by dividing net income attributable to the holders of common and preferred shares of the Parent by the weighted average number of common and preferred shares, excluding treasury shares, which are outstanding during the nine-month period ended on September 30,2012. The Company opted to include preferred shares in the calculation because of right of preferred shareholders to dividends equivalent to those paid to common shareholders. Diluted earnings per share are calculated by dividing the net income attributable to the holders of common and preferred shares of the of the Parent by the weighted average number of common shares outstanding during the year plus the weighted average number of common shares that would be issued in converting all potential diluted common shares into common shares. The Companys exercisable options under the stock option plan were included as dilutive shares. The table below shows information on net income and shares used to calculate basic and diluted earnings per share:
September 30, 2012 Individual Consolidated A Total shares issued B Treasury C= Average (A-B) Average shares D Dilutive E Total net income E/C Earnings per share E/(C+D) Adjusted earnings per share 179,197,214 741,745 178,264,041 89,058 258,802 1,4518 1,4511 September 30, 2011 Individual Consolidated 179,197,214 1,206,515 178,068,269 127,809 190,062 1,0674 1,0666
179,197,214 179,197,214 741,745 1,206,515 178,264,041 178,068,269 89,058 127,809 259,606 188,967 1,4563 1,0612 1,4556 1,0605
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28. TRANSACTION NOT INVOLVING CASH During the period ended September 30, 2012, the Company and its subsidiaries conducted the following operating, investing and financing not involving cash, thus not reflected in the cash flows: Individual Net assets transferring in amount of R$152,394 of the Companys subsidiaries. Capital increase in subsidiaries with investment properties in amount of R$82,645. Consolidated In February 09, 2012, one of MPH Empreendimentos Imobilirios Ltda. shareholders withdrew, through a capital reduction its participation in MPH capital, equivalent to 16.084%. The capital decrease was recorded with the reduction of the following amount: accounts receivable in amount of R$2,368; Investment Properties in amount of R$32,960; Deferred Revenue in amount of R$4,070 and others in amount of R$201. Effects arising from the transfers referred above. 29. INSURANCE The Company maintains an insurance program for the shopping centers with CHUBB do Brasil Cia. de Seguros, which is effective from November 30, 2011 to November 30, 2012 (Insurance Program). The Insurance Program provides for three insurance policies for each development as follows: (a) one covering property risks in the comprehensive real estate risk portfolio (b) one covering general civil liability for commercial establishments and (c) one covering general civil liability for safekeeping of vehicles. Risk coverage is subject to the conditions and exemptions provided for in the respective policies, amongst which is exemption for damages arising from acts of terrorism. In addition, the Company took out engineering risk policies for expansion, refurbishment, restoration or construction activities to ensure the implementation of the respective developments. In addition to the policies under the Insurance Program, the Company took out a general civil liability insurance policy in the Companys name in an insured amount above that taken for each shopping mall. The policy is intended to protect the equity of shareholders against third-party claims. Additionally, the Company has 3 D&O insurance policies under 1st, 2st and 3rd risk regime, from Chubb do Brasil, Ita Seguros and Liberty Paulista Seguros. These policies are effective from July 4, 2012 to July 4, 2013.
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30. SUBSEQUENT EVENTS a) On October 17, 2012, the Company inaugurated the Jundia Shopping, located in the city of Jundiai, state of So Paulo. The Jundia Shoppings has a gross leasable Area (GLA) equivalent to 34,500 m and 189 stores, of which 82 brands are new in the city, 14 anchors stores and a parking lot for 2,000 vehicles. Multiplan owns 100% interest in Jundia Shopping with a gross investment of R$310,700 and R$25,000 of Key Money revenues. b) On October 31, 2012, the Company entered into a bank credit note (CCB) with Banco do Brasil in the total amount of R$50,000 in order to consolidate its cash position. No guarantee was granted. The interest will be paid quarterly and principal in 1 installment to be paid on October 30, 2017. Start date 10/31/2012 End date 10/30/2017 Amount R$50,000 Rate 110.00% CDI
Contracts financial covenant: Net Debt / EBITDA less or equal to 4.0 x
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Disclaimer This document may contain prospective statements, which are subject to risks and uncertainties as they were based on expectations of the Companys management and on the information available. These prospects include statements concerning our managements current intentions or expectations. Readers/investors should be aware that many factors may mean that our future results differ from the forward-looking statements in this document. The Company has no obligation to update said statements. The words "anticipate, wish, "expect, foresee, intend, "plan, "predict, forecast, aim" and similar words are intended to identify statements. Forward-looking statements refer to future events which may or may not occur. Our future financial situation, operating results, market share and competitive positioning may differ substantially from those expressed or suggested by said forward-looking statements. Many factors and values that can establish these results are outside the Companys control or expectation. The reader/investor is encouraged not to completely rely on the information above. This document also contains information on future projects which could differ materially due to market conditions, changes in law or government policies, changes in operational conditions and costs, changes in project schedules, operating performance, demand by tenants and consumers, commercial negotiations or other technical and economic factors.
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Table of Contents 01. 02. 03. 04. 05. 06. 07. 08. 09. 10. 11. 12. 13. Consolidated Financial Statements .............................................................................. 5 Project Development .................................................................................................... 7 Operational Indicators................................................................................................. 13 Gross Revenues ......................................................................................................... 16 Shopping Center Ownership Results .......................................................................... 17 Shopping Center Management Results ...................................................................... 22 Shopping Center Development Results ...................................................................... 23 Real Estate for Sale Results ....................................................................................... 24 Financial Results ........................................................................................................ 25 Portfolio ...................................................................................................................... 30 Ownership Structure ................................................................................................... 31 MULT3 Indicators & Stock Market .............................................................................. 32 Appendices ................................................................................................................. 33
For more detailed information, please check our Financial Statements and other relevant information on our investor relations website www.multiplan.com.br/ir. Multiplan's Financial Evolution
CAGR % (2011/2 006) 21.8% 24.7% 25.9% 28.9% 93.8%
R$ Million Gross Revenue Net Operating Income EBITDA FFO Net Income
2006 276.5 169.6 143.8 116.8 (32.2)
2007 (IPO) 368.8 212.1 212.2 200.2 21.2
2008 452.9 283.1 247.2 237.2 74.0
2009 534.4 359.4 304.0 272.6 163.3
2010 662.6 424.8 350.2 368.2 218.4
2011 742.2 510.8 455.3 415.4 298.2
Change % (2011/2006) 168.4% 201.2% 216.6% 107.5% 1,309.4%
2007 EBITDA adjusted for expenses related to the Company's IPO in 2007. As for the Net Income change and CAGR, the calculation compares 2011 with 2007.
LTM 3Q07 LTM 3Q08 LTM 3Q09 LTM 3Q10 LTM 3Q11 LTM 3Q12
994
725 642 570 498 427 346 205 255 155 332 234 429 476 290 334 182 239 248 4 64 433 578 489 354 390 262 171 177 368
Gross Revenue
NOI
EBITDA
FFO
Net Income
Historical Performance of Multiplans Results for the Last Twelve Months Ended September 30th (R$ Million)
Overview Multiplan Empreendimentos Imobilirios S.A is one of the leading shopping center companies in Brazil. Established as a full service Company that plans, develops, owns and manages one of the largest and highest-quality mall portfolios in the country. The Company is also strategically active in the residential and commercial real estate development sectors, generating synergies for shopping center-related operations by creating mixed-use projects in adjacent areas. In the end of 3Q12, Multiplan owned - with an average interest of 71.0% - and managed 14 shopping centers with a total GLA of 591,945 m, over 3,800 stores and an estimated annual traffic of 159 million consumers. After the end of 3Q12, Multiplan opened its 15 shopping center, the JundiaShopping in the city of Jundia, state of So Paulo, with a GLA of 34.5 thousand m and 189 stores.
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Multiplans Consolidated EBITDA up 19% reaching R$133 million

Rio de Janeiro, November 7 , 2012 Multiplan Empreendimentos Imobilirios S.A. (BM&F Bovespa: MULT3), announces its third quarter 2012 results. The following financial and operational data were prepared and are being presented in accordance with accounting policies adopted in Brazil, which comprise the standards and pronouncements issued by the Brazilian Securities and Exchange Commission (CVM) and the Brazilian Accounting Pronouncements Committee (CPC), which are in compliance with the international financial reporting standards (IFRS) issued by IASB applicable to real estate development entities in Brazil and approved by the Brazilian Accounting Pronouncements Committee (CPC), by the Brazilian Securities Commission (CVM) and by the Federal Accounting Council (CFC).
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Highlights (R$) A successful delivery phase started with The opening of JundiaShopping and with the opening of VillageMall, ParkShoppingCampoGrande and ParkShopping Corporate, will result in a 25.7% increase in owned GLA in the 4Q12
+25.7% 528,287 m 420,281 m 108,006 m
420,281 m
3Q12
2012E
15,1%
A High Quality Portfolio Results in A strong performance, with SSS 15.8% increase in NOI + Key accelerating Money, to 8.5% in the quarter to R$152.3 million +15,8%
13,8%
3Q07-3Q12 CAGR: +24.1%

10,3% 7,0% 13,7% 12,6% 9,4% 6,6% 7,5% 8,3% 8,2% 8,1% 8,5%
72,4%
152,3 M 131,6 M 112,3 M 92,5% 89,5%
10,0% 7,7%
9,7%
9,5%
9,4%
86,7 M 71,6 M 51,8 M 79,1% 83,6%
88,2%
3Q10
4Q10
1Q11
2Q11
3Q11
4Q11
1Q12
2Q12
3Q12
3Q07
3Q08
3Q09
3Q10
3Q11 Margin
3Q12
SAS
SSS
NOI + Key Money
Solid Returns Confirmed by 3Q12 EBITDA per share 19.3% higher, with a LTM 5-year CAGR of 52.8%
R$ 3.24 R$ 2.43 R$ 1.96 R$ 1.59 R$ 1.05 R$ 0.39 R$ 0.09 R$ 0.58 R$ 0.41 R$ 0.63 R$ 0.75
R$ 0.31 R$ 0.37 R$ 0.49 R$ 0.47 R$ 2.74 R$ 1.62 R$ 1.23 R$ 0.56 R$ 0.58 R$ 1.68 R$ 1.98 R$ 2.19
3Q12 FFO per share 2.7% higher, with a LTM 5-year CAGR of 13.3%
R$ 1.87
3Q07
3Q08
3Q09
3Q10
3Q11
3Q12
3Q07
3Q08
3Q09
3Q10
3Q11
3Q12
EBITDA per share (quarter)
EBITDA per share (LTM)
FFO per share (quarter)
FFO per share (LTM)
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Performance Highlights Shopping Center Sales 3Q12 (R$) 3TQ2 vs. 3Q11 2,241.5 M +14.9% Rental Revenue 124.2 M +11.6% NOI + KM 152.3 M +15.8% EBITDA 133.2 M +19.4% Net Income 72.0 M +10.3%
DELIVERY AND FUTURE GROWTH Highly demanded mall: Expansion VI, the first, out of three expansions under development in RibeiroShopping has 90.2% of the 41 available stores leased by the end of 3Q12. This first phase will add 4.1 thousand m of GLA and should open in November 2012. Additional real estate for sale contribution: The two towers under construction at the BarraShoppingSul site, Diamond Tower and Rsidence du Lac, have reached important commercialization marks. The first one, a condo-office tower, recorded 74.7% units sold, while the second, a residential building, reached 75.0% of negotiated apartments. Two shopping centers to be delivered next quarter: VillageMall and ParkShoppingCampoGrande with a total of 67.9 thousand m of GLA are expected to be delivered in Rio de Janeiro in mid 4Q12. OPERATIONAL AND FINANCIAL HIGHLIGHTS SSS growth accelerates in 3Q12 compared to 2Q12: Another quarter of strong operational performance with SSS increase of 8.5% and SAS of 9.4%. Multiplan shopping centers sales reached R$2.2 billion and presented strong growth of 14.9%, in 3Q12 vs. 3Q11. In 9M12, total sales were of R$6.5 billion, 14.7% higher than in 9M11. Occupancy rate of 98.5%, up 70 b.p. over 2Q12: The highlights were Shopping Santa rsula, ParkShoppingSoCaetano and Shopping Vila Olmpia, which improved 1.030 b.p., 260 b.p. and 230 b.p., respectively. Robust real increase in SSR: 7.7% growth in SSR, representing a real increase of 1.8%, on top of an IGP-DI adjustment effect of 5.7%. Rental revenue increased 11.6% and reached R$124.2 million in 3Q12. In 9M12, rental revenue increased 14.7%, amounting to R$373.1 million. A 15.8% increase in Net Operating Income (NOI) + Key Money (KM), reaching R$152.3 million: NOI + KM margin was up 292 b.p. to 92.5%. NOI + KM per share reached R$0.85, representing a five year CAGR of 19.5%. In 9M12, NOI + KM amounted to R$441.0 million, 15.0% higher than in 9M11 and margin increased 68 b.p. to 89.5%. Consolidated EBITDA increased 19.4% in 3Q12 to R$133.2 million. In 9M12, consolidated EBITDA was R$444.4 million, 38.2% higher than in 9M11. In the last twelve months FFO per share reached R$2.74, implying a five year CAGR of 17.3%. In 3Q12 net income reached R$72.0 million, an increase of 10.3%, when compared to 3Q11. In 9M12 net income was R$259.6 million, up 36.6% when compared to 9M11. RECENT EVENTS Multiplans 15
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shopping center was inaugurated, as scheduled, on October 17 , in the city of
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Jundia, state of So Paulo with a gross leasable area (GLA) of 34.5 thousand m. The estimated internal rate of return (IRR) for the project is of 16.4%, real and unleveraged and third year NOI yield of 13.0%.
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1. Consolidated Financial Statements
(R$'000) Rental revenue Services revenue Key money revenue Parking revenue Real estate for sale revenue Straight line effect Other revenues Gross Revenue Taxes and contributions on sales and services Net Revenue Headquarters expenses Stock-option-based remuneration expenses Shopping centers expenses New projects for lease expenses New projects for sale expenses Cost of properties sold Equity pickup Other operating income/expenses EBITDA Financial revenue Financial expenses Depreciation and amortization Earnings Before Taxes Income tax and social contribution Deferred income and social contribution taxes Minority interest Net Income
3Q12 124,240 22,920 8,773 25,580 35,521 6,119 538 223,691 (18,329) 205,362 (29,173) (2,324) (12,423) (7,013) (4,216) (18,421) 72 1,349 133,213 10,895 (19,125) (17,721) 107,262 (22,371) (12,862) (17) 72,012
3Q11 111,301 23,644 9,802 19,775 10,515 6,050 731 181,818 (16,160) 165,658 (20,955) (2,040) (15,378) (2,537) (4,497) (9,852) 141 1,020 111,560 18,406 (9,593) (15,134) 105,239 (17,313) (19,329) (3,329) 65,268
Chg. % 11.6% 3.1% 10.5% 29.4% 237.8% 1.1% 26.4% 23.0% 13.4% 24.0% 39.2% 13.9% 19.2% 176.4% 6.2% 87.0% 48.9% 32.3% 19.4% 40.8% 99.4% 17.1% 1.9% 29.2% 33.5% 99.5% 10.3%
9M12 373,098 69,959 27,220 73,211 217,158 18,932 1,718 781,296 (60,808) 720,488 (75,904) (7,206) (51,501) (20,563) (13,573) (111,515) 922 3,205 444,353 48,802 (70,244) (52,640) 370,271 (64,873) (44,508) (1,284) 259,606
9M11 325,202 64,056 29,009 57,374 32,575 19,807 1,453 529,476 (47,323) 482,153 (62,652) (5,549) (48,054) (9,278) (6,973) (33,234) 1,523 3,614 321,550 65,112 (37,128) (44,392) 305,142 (57,867) (49,144) (8,069) 190,062
Chg. % 14.7% 9.2% 6.2% 27.6% 566.6% 4.4% 18.2% 47.6% 28.5% 49.4% 21.2% 29.9% 7.2% 121.6% 94.7% 235.5% 39.5% 11.3% 38.2% 25.0% 89.2% 18.6% 21.3% 12.1% 9.4% 84.1% 36.6%
(R$'000) NOI NOI margin NOI + Key Money NOI + Key Money margin Shopping Center EBITDA Shopping Center EBITDA margin EBITDA (Shopping Center + Real Estate) EBITDA margin Net Income Net Income margin Adjusted Net Income Adjusted Net Income margin FFO FFO margin
3Q12 143,516 92.0% 152,289 92.5% 123,168 71.3% 133,213 64.9% 72,012 35.1% 84,874 41.3% 102,595 50.0%
3Q11 121,748 88.8% 131,550 89.5% 116,188 74.4% 111,560 67.3% 65,268 39.4% 84,597 51.1% 99,731 60.2%
Chg. % 17.9% 325 b.p 15.8% 292 b.p 6.0% 314 b.p 19.4% 248 b.p 10.3% 433 b.p 0.3% 974 b.p 2.9% 1,024 b.p
9M12 413,740 88.9% 440,960 89.5% 368,262 70.8% 444,353 61.7% 259,606 36.0% 304,114 42.2% 356,754 49.5%
9M11 354,329 88.1% 383,338 88.9% 330,570 73.1% 321,550 66.7% 190,062 39.4% 239,206 49.6% 283,598 58.8%
Chg. % 16.8% 87 b.p 15.0% 68 b.p 11.4% 227 b.p 38.2% 502 b.p 36.6% 339 b.p 27.1% 740 b.p 25.8% 930 b.p
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JundiaShopping
Recent Event - Focused on classes A and B, JundiaShopping , Multiplans 15 shopping center, was inaugurated on October 17 , in the city of Jundia, state of So Paulo. The mall recorded 150 thousand visitors and 40 thousand cars in its first week. With a gross leasable area (GLA) of 34.5 thousand m, JundiaShopping opened with 97.9% of its stores leased. In total, it has 189 stores, of which 82 are a novelty in the city, as well as 14 anchor stores and 2,000 parking spots. The mall, conceived with the latest innovations in the shopping center business, is delivered with its infrastructure prepared to accept a future expansion of approximately 12.5 thousand m of GLA, and two commercial towers integrated to the mall with a total area of 11.6 thousand m. With a wide choice of entertainment, services, stores and restaurants, JundiaShopping represents a set of unique conveniences and services with the Multiplan quality and sophistication standards. Multiplan has 100% interest in the development and the gross investment was of R$317.7 million, and has collected R$25.0 million in Key Money revenue. The estimated Net Operating Income (NOI) for the first year is of R$33.9million, and for the third year R$38.0 million: this results in an expected third year NOI yield of 13.0%. The estimated internal rate of return (IRR) for the project is of 16.4%, real and unleveraged.
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2. Project Development R$1 billion invested in 9M12 The construction of ten projects for lease led Multiplan to invest R$382.5 million during 3Q12. Of this total (i) R$267.6 million were destined to four new shopping centers and the structure for future expansions, in addition to other investments related to future greenfields, (ii) R$61.4 million invested in mall expansions, (iii) R$37.7 million for the construction of two office tower projects for lease, and (iv) R$15.7 million used in mall renovations, information technology, among other investments. In 9M12, the Company invested R$1.0 billion, of which 60.7% were allocated to new shopping centers. The chart below on the left shows the CAPEX historical series.
1.026 M
CAPEX (R$) Mall Development
3Q12 267.6 M 61.4 M 37.7 M 15.7 M 382.5 M
664 M 437 M 477 M 442 M
689 M
Mall Expansions Office Towers for Lease Renovations, IT and other Minority Interest Acquisitions
9M12 622.7 M 115.3 M 73.8 M 38.8 M 175.0 M 1,025.5 M
2007
2008
2009
2010
2011
9M12
Total CAPEX
CAPEX evolution (R$) Investment breakdown
Owned GLA to grow 25.7% in the next quarter The company has currently ten projects for lease under construction: four shopping centers, four expansions and two commercial tower projects. Owned GLA is expected to increase 108.0 thousand m by the end of 4Q12, equivalent to 25.7% of the current portfolio. By 2013, owned GLA should grow 50.9%, to 634.1 thousand m, considering only announced-to-date projects.
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New Office Towers
New Shopping Centers
New Expansions
In Operation
634,084 m 528,287 m 6,680 m 420,281 m 98,172 m 3,154 m 74,198 m 18,926 m 12,673 m
638,959 m 4,876 m
638,959 m 80,878 m 117,098 m 20,703 m
420,281 m
420,281 m
+25.7%
3Q12 2012E
+50.9%
2013E
+52.0%
2014E Total Announced (3Q12 - 2014E)
Expected owned GLA growth (3Q12-2014E)
2.1 Shopping Center Greenfields under construction 4Q12: Three grand openings; portfolio is about to expand to 17 high-quality shopping centers by year end. After less than two years of construction works, the company proudly unveils three new shopping centers. JundiaShopping, ParkShoppingCampoGrande and VillageMall together add 91.2 thousand m of new owned GLA, representing a 23.4% growth in the current portfolio. These malls should add a combined 3 year NOI of R$127.5 million, equal to 22.4% of Multiplans NOI for the last twelve months, of R$570.2 million. A CAPEX of R$1.1 billion was invested in the three shopping centers, and the expected 3 year NOI yield is 12.7%. The 7.1% variation in VillageMalls CAPEX in 3Q12 reflects (i) the further enhancement of natural lighting in the mall through the increase in the glass ceiling area, (ii) new access to the mall and investments in the local road network, (iii) construction of a new external deck area for special events, (iv) the creation of a new 300 m internal lounge area, with several services such as personal shopper and business meeting rooms, (v) the execution of legal environmental requirements, and (vi) inflation of construction costs (INCC). As for ParkShoppingCampoGrande, the increase of 7.7% in CAPEX since the last quarter is explained by (i) additional landscaping and furniture due to the increase of fast food court area, (ii) technology improvements in the parking area, including a system to control the flow of cars and lead consumers to vacant spots, (iii) the construction of a public square in the malls neighbourhood as a counterpart requirement, (iv) new access to the mall and improvements in the local road network, (v) the completion of legal environmental requirements, and (vi) inflation of construction costs (INCC). Multiplan still has one shopping center greenfield due, in 2013, Parque Shopping Macei, in the state of Alagoas, in the northeast of Brazil. Approximately 78.0% of the malls GLA is already leased and the shopping center should add another 37.9 thousand m of GLA to the companys portfolio. More information on the greenfield projects are provided in the following pages.
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Shopping centers under construction Openi ng 17/10/ 12 28/11/ 12 03/12/ 12 3Q13 GLA %Mul (100%) t. 34,535 100.0 m % 42,342 90.0 m % 25,529 100.0 m % 37.851 50.0 m % 140.258 83.5 m %
Project
1 JundiaShopping DELIVERED
ParkShoppingCampoGr ande
3 VillageMall
Parque Shopping 4 Macei Total

1 2
Multiplans Interest (R$) Invest Key CAPE ed Mone X CAPE y X 317.7 25.0 89.4% M M 300.1 42.4 88.0% M M 497.7 41.4 89.1% M M 104.7 51,7% 8.6 M M 1,220. 117.3 85,7% 3M M
NOI 1st year 33.9 M 37.0 M 40.9 M 11.0 M 122.8 M
NOI 3rd year 3rd NOI year Yield 38.0 M 41.7 M 47.8 M 14.4 M 141.9 M 13.0% 16.2% 10.5% 14.9% 12.9%
IRR 16.4 % 21.8 % 13.0 % 17.4 % 16.4 %
Considers only the costs of the first phase of the project (disregarding any future expansions). Multiplan will invest 100% of the CAPEX.
Shopping Center ParkShoppingCampoGrande VillageMall Parque ShoppingMacei

Leasing Evolution (As of October 2012)
Refers to leased GLA
Leasing Status 96.1% 92.4% 78.0%
90.2% Leased
9.8%
To be leased
Leasing Status in the Greenfields under construction (As of October 2012)
VillageMall
Opening date: December 3 , 2012 ocused on fashion, culture, services and cuisine, VillageMall will have renowned international and Brazilian luxury designer retail brands. Construction began in October of 2010, and inauguration is scheduled for the December 3 , 2012. Construction works currently generate 1,000 jobs, and the opening of VillageMall should add 2,500 positions. With 25.2 thousand m of GLA, one of the highlights of the mall are the exclusive services; a playhouse theater seating over 1,000 people will have an ample open area and stage, allowing it to host major national and international shows. Four VIP movie theaters seating a total of 396 people will use state-of-art technology. There will also be a 1,800 m convention center facing the Tijuca Lagoon, and a gourmet dining area. With eight thousand m of glass ceilings, the project includes large areas that benefit from the natural lighting: the two entrances to the mall will both have twenty-meter-high glass atriums.
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ParkShoppingCampoGrande
Opening date: November 28 , 2012 ParkShoppingCampoGrande is located on the west side of Rio de Janeiro. Construction began in March of 2011, and is due November 28 , 2012. It will have 259 stores with 19 anchors and megastores, six restaurants, seven theaters, an external gourmet area and 3,000 parking spots, including an underground parking area. The mall 86
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already has 96.1% of its stores leased. Approximately 1,000 jobs were created for the construction, and 5,000 should be created after the mall opens. With a potential customer traffic of 650 thousand people (neighborhoods up to 20 minutes away by bus or car), the mall will serve regional consumers composed primarily of middle class families. According to IBGE, the neighborhood of Campo Grande has approximately 300 thousand inhabitants and should benefit significantly from the infrastructure built for the World Cup and Olympic Games.
Parque Shopping Macei

Opening date: 3 quarter, 2012 With its inauguration planned for the third quarter of 2013, Multiplans first mall in northeastern Brazil began leasing in 2011 and has reached the mark of 78% of GLA. Multiplan investments in the project are R$104.7 million, and an estimated 2,400 jobs were created for the construction, with an additional 3,600 jobs when the mall becomes operational. Construction began in January of 2012. This is a joint project with Aliansce Shopping Center S.A., which is responsible for the construction, leasing and management of the mall. With a privileged location in the growth vector of the capital city of Alagoas State, the new mall will have 183 stores, many of them a novelty in the city, as well as a food court, gourmet restaurants, modern movie theaters and approximately 2,000 parking spots, and more than 37,800 m of Gross Leasable Area (GLA). A world-class development, the shopping mall will be integrated to the future Boulevard Parque, a 140,000 m complex of residential and office towers.
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2.2 Shopping Center Expansions RibeiroShopping Expansion VI already 90.2% leased From three expansions under development in RibeiroShopping, the first one Expansion VI had 90.2% of the 41 available stores leased by the end of 3Q12. The construction with 4.1 thousand m of GLA expansion should open in November 2012. RibeiroShopping will also get two other expansions, in addition to renovation of its existing space, already underway, including the construction of a deck parking with 1,200 spots. Expansion VII will contribute with another 6.2 thousand m of GLA in 23 stores and a fitness center. This new area should be delivered in May 2013. Expansion VIII will increase GLA by another 10.0 thousand m, with 65 stores and delivery scheduled for November 2013. The three expansions altogether will contribute with 20.3 thousand m of total GLA and should generate a third year NOI of R$16.9 million, with a yield of 10.3%, and an IRR of 14.3%, real and unleveraged. BarraShopping started construction of its seventh expansion Announced in May 2012, the seventh expansion of BarraShopping is already under construction. It will add 9.5 thousand m of total new GLA with 45 new stores and 4.2 thousand m of corporate office space for lease, increasing the size of the BarraShopping complex, which includes New York City Center, to 101.2 thousand m of GLA. The opening is scheduled for May 2014, and the company estimates a third year Net Operating Income (NOI) of R$14.2 million, resulting in a third year NOI yield of 20.5%. The estimated internal rate of return (IRR) for the project is 23.5% per annum, real and unleveraged.
Shopping centers expansions under construction Project Opening GLA (100% ) Multiplans Interest (R$) %Mult. CAPEX Invested CAPEX 43.3% 25.3% 36.7% Key Money 11.9 M 32.2 M 44.1 M 3rd Year NOI 16.9 M 14.2 M 31.1 M 3rd Year NOI Yield 10.3% 20.5% 13,3% IRR
RibeiroShopping Exp. VI, VII, Nov-13 VIII 2 BarraShopping Exp. VII May-14
1
Total
20,303 76.2% m 9,479 m 51.0% 29,783 68.2% m
176.8 M 101.7 M 278.5 M
14.3% 23.5% 17.6%
Expansion VI is planned to open in November 2012, expansion VII in May 2013 and expansion VIII in November 2013
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2.3 Mixed-use: Office Towers for Lease ParkShopping Corporate near delivery With the delivery date getting closer, and planned for November 2012, Multiplan is ready to lease space in ParkShopping Corporate, a two-tower commercial real estate project, integrated to ParkShopping, in Braslia. The project is expected to generate a stabilized NOI of R$7.1 million, representing an NOI yield of 16.4%. Construction is in an advanced stage for the Morumbi Corporate project, a 74.2 thousand m two-tower project for lease expected to be delivered in September, 2013. Located across from MorumbiShopping, in So Paulo, the project should generate an NOI of R$92.1 million per year, resulting in an NOI yield of 19.8%.
Office Towers for Lease GLA Project Opening %Mult. (100%) ParkShopping Corporate Nov-12 13,360 m 50.0% Morumbi Corporate Total 87,558 m
Multiplans Interest (R$) CAPEX Invested Stabilized Stabilized CAPEX NOI NOI Yield 43.2 M 74.7% 7.1 M 16.4% 54.8% 56.5% 92.1 M 99.2 M 19.8% 19.5% IRR 20.8% 19.2% 19.3%
Sep-13 74,198 m 100.0% 465.6 M 92.4% 508.8 M
2.4 Mixed-use: Office and Residential Towers for Sale BarraShoppingSul Complex grows fast in Porto Alegre The two towers under construction at the BarraShoppingSul site, Diamond Tower and Rsidence du Lac, have reached important commercialization marks: the first one, a condo-office tower, recorded 75.8% units sold, while the second, a residential building, reached 75.0% of apartments. Both towers are expected to be delivered in the second half of 2014, and have combined potential sales value (PSV) of R$232.3 million. Centro Profissional RibeiroShopping few weeks away from its delivery The condo-office tower integrated to RibeiroShopping has only 2% of its units for sale. The building is almost ready to be delivered, in December, 2012. The PSV is estimated at R$83.3 million.
Towers for Sale Project Centro Profissional RBS Diamond Tower Rsidence du Lac Total
1
Location RibeiroShoppin g BarraShoppingS ul BarraShoppingS ul
Type Condo Offices Condo Offices Residential
Opening Dec-12 2H14 2H14
Area 12,563 m 13,800 m 9,960 m 36,323 m
%Mult. 100.0% 100.0% 100.0% 100.0%
PSV (R$000) 83.3 M 125.2 M 107.1 M 315.6 M
Average price/m 6,633 9,072 10,750 8,689
Potential Sales Value
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2.5 Land Bank and Future Growth Over 150,000 m of GLA in potential expansions Along with ParkShoppingSoCaetano inaugurated last November, 2011, the three malls being delivered in this fourth quarter JundiaShopping, ParkShoppingCampoGrande and VillageMall , bring an imbedded expansion potential of approximately 65,000 m of gross leasable area. Considering our entire portfolio, we see a potential GLA increase through mall expansions of over 150,000 m. Notwithstanding the above mentioned potential expansions, Multiplan carries 619,035 m of land for future growth through projects for sale and for lease.
City (State)
Belo Horizonte (MG) Curitiba (PR) Curitiba (PR) Jundia (SP) Macei (AL) Porto Alegre (RS) Ribeiro Preto (SP) Rio de Janeiro (RJ) Rio de Janeiro (RJ) So Caetano do Sul (SP) So Paulo (SP) Total
Land Area
2,606 m 843 m 27,370 m 4,500 m 140,000 m 4,396 m 207,092 m 141,480 m 36,000 m 24,948 m 29,800 m 619,035 m
Type
Retail Apart-Hotel Office/Retail Office/Retail Residential, Office/Retail, Hotel Hotel, Office/Retail Residential, Office/Retail Residential, Office/Retail Office/Retail Office/Retail Residential
% Multiplan
97% 84% 94% 100% 50% 100% 100% 90% 100% 100% 36% 82%
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3. Operational Indicators 3.1 Tenant Sales Another quarter with strong sales performance: Up 14.9% in 3Q12 Multiplan shopping centers posted total sales of R$2.2 billion in 3Q12, 14.9% higher than in 3Q11. ParkShoppingSoCaetano, continues to show higher than expected performance in sales every quarter since its inauguration in November, 2011, reaching R$98.6 million in 3Q12.
The main highlights of the quarter were BH Shopping (+12.6%), Ribeiro Shopping (+12.0%), BarraShopping (+11.0%) among the shopping centers over 30 years in operation. As for the newer malls, Shopping Santa rsula and BarraShoppingSul showed stronger performance with +25.9% and +14.7%, respectively. Total sales reached R$6.5 billion in 9M12, 14.7% higher than in 9M11.
Sales 100% Shopping Centers BH Shopping RibeiroShopping BarraShopping MorumbiShopping ParkShopping DiamondMall New York City Center Shopping Anlia Franco ParkShoppingBarigi Ptio Savassi Shopping Santa rsula BarraShoppingSul Shopping Vila Olmpia ParkShoppingSoCaet ano Total 3Q12 240.8 M 128.9 M 388.3 M 296.1 M 206.0 M 122.7 M 50.1 M 191.0 M 175.5 M 77.9 M 40.6 M 156.3 M 68.7 M 98.6 M 2,241.5 M 3Q11 213.9 M 115.1 M 349.8 M 285.6 M 187.2 M 108.2 M 47.6 M 179.9 M 157.1 M 73.1 M 32.2 M 136.3 M 64.8 M 1,950.7 M Chg.% 12.6% 12.0% 11.0% 3.7% 10.0% 13.3% 5.2% 6.2% 11.7% 6.6% 25.9% 14.7% 6.1% N.A. 14.9% 9M12 693.8 M 375.6 M 1,113.2 M 896.4 M 597.9 M 353.5 M 150.3 M 560.9 M 521.2 M 229.8 M 110.0 M 446.4 M 213.0 M 284.2 M 6,546.5 M 9M11 618.1 M 346.3 M 1,016.9 M 846.4 M 550.4 M 311.0 M 140.2 M 527.9 M 460.0 M 215.7 M 92.9 M 388.4 M 193.2 M 5,707.5 M Chg.% 12.3% 8.5% 9.5% 5.9% 8.6% 13.7% 7.2% 6.2% 13.3% 6.5% 18.4% 14.9% 10.2% N.A. 14.7%
According to IBGE - Brazilian Institute for Geography and Statistics - national retail sales increased 8.7% in July and August, 2012 (September, 2012 figures had not yet been released by the time this report was released), when compared to the same period in 2011.
Strong growth of 9.4% in Same Area Sales in 3Q12
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Same Area Sales (SAS) and Same Store Sales (SSS) growth reached 9.4% and 8.5%,
8.7%
14.9% 9.4%
respectively, in 3Q12 when compared to 3Q11. The consistent growth in all sales metrics is a consequence of the high quality of portfolio and the intensive management of the malls, as can be observed by the higher performance of the SAS vis--vis SSS.
1
8.5%
National Total Sales Retail Sales (IBGE)1
SAS
SSS
Sales analysis (3Q12/3Q11) July and August, 2012, compared to the same period in 2011
17.4% 16.1% 12.7% 12.1% 12.5% 9.4% 7.2% 14.4% 11.4% 14.0% 11.4% 9.9% 7.9% 5.1% 5.6% 9.8% 10.6% 12.9%
16.5% 15.1% 13.3% 13.8% 10.3% 7.0% 11.9% 13.7% 12.6% 9.4% 6.6% 7.5% 8.3% 8.2% 7.7%
10.0% 9.7%
8.4%
8.5%
14.9%
3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12
SAS
SSS
Same Store Sales and Same Area Sales Evolution (year/year)
As can be noted in the chart above, Multiplans SSS has been consistent, Same Store Sales
Home & Office
3Q12 x 3Q11 Anchors 11.3% 7.9% 0.2% n.a. 3.7% 6.1% Satellites 9.5% 9.6% 9.9% 9.3% 6.7% 9.3% Total 9.9% 8.8% 6.5% 9.3% 6.6% 8.5%
resilient, and showing low volatility in the Apparel last twelve months. In 3Q12, all the retail segments reported strong performance. The Miscellaneous main highlights were the apparel stores, mostly anchors which presented an
Food Court and Gourmet Area Services Total
increase in sales of 11.3%, when compared with 3Q11. The consolidated figure for this segment was of 9.9%. Furthermore, food court and gourmet area
Same Store Sales Growth
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showed sales increases of 9.3% and home & office of 8.8%. All in all, when breaking down the figures between anchor and satellites stores, the latter showed a better performance of 9.3% versus 6.1% of the anchor stores, both showing an acceleration when compared to 2Q12.
3.8% 2.4% 3Q11 4Q11 1Q12 2Q12 3Q12 6.3% 5.2% 6.1% 9.0% 9.0% Anchors 10.5% 9.2% 9.3% Satellites
SSS anchors versus satellites stores
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3.2 Occupancy Rate, Delinquency Rate and Rent Loss Average occupancy rate was 98.5% in 3Q12, 70 b.p. higher than in 2Q12, mainly due to the increase in occupancy of 1,030 b.p in Shopping Santa rsula, 260 b.p. in ParkShoppingSoCaetano and 230 b.p. in Shopping Vila Olmpia. It is worth noting that all Multiplans shopping centers showed occupancy rate above 90.0%. Occupancy cost was 13.1% in 3Q12, in line with the same quarter in 2011, and turnover continued at low levels at 1.6%. Combined with the high occupancy rate, these figures show the strong demand for Multiplans shopping centers and indicate the high growth potential of the Company. Multiplan shopping centers delinquency rate (rental payment delay beyond 25 days) reached 1.3% in 3Q12 versus 0.9% in 3Q11. In the same period of comparison, rent loss (delinquency over six months) decreased 230 b.p., reaching 0.1%.
Turnover
13.8% 12.2% 13.5%
Occupancy cost
12.7% 13.1%
Deliquency rate
Rent Loss
4.5% 3.7%
4.5% 3.2% 2.4%
1.9%
2.2%
2.7% 1.2% 0.6% 3Q11
1.4% 0.9% 0.5%
1.1%
0.9%
1.3% 0.1%
3Q07
3Q08
3Q09
3Q10
3Q07
3Q08
3Q09
3Q10
3Q11
3Q12
Historical turnover and occupancy cost: 3Q07-3Q12
Historical delinquency rate and rent loss: 3Q07-3Q12
97.5% 97.0% 97.9% 98.2% 98.1% 98.3% 98.3% 98.7% 98.4% 99.1% 97.9% 98.1% 98.4% 98.6% 98.4% 98.1% 98.1% 98.0% 97.2% 97.8% 592 592 592
GLA CAGR 07-12: 8.6%

484 392 392 392 416 417 485 485
534 497
533
533
545
552
551
552
552
3T07
4T07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 GLA (000m) Occupancy rate
GLA and occupancy rate evolution: 3Q07 3Q12
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4. Gross Revenues
Gross revenue increases 23.0% in 3Q12 and reaches R$223.7 million

Gross revenue reached R$223.7 million in 3Q12, an increase of 23.0% when compared to 3Q11. Real estate revenue presented the highest contribution with a growth of 237.8%, reflecting accrued revenue from the following projects for sale: Centro Profissional Ribeiro Shopping, Morumbi Business Center and the two towers for sale in the BarraShoppingSul complex. Parking and rental revenues also presented strong performances, increasing 29.4%, and 11.6%, respectively. In 9M12, gross revenue was of R$781.3 million, up 47.6% when compared to 9M11.
+11.6%
-3.1%
-10.5%
+29.4%
+237.8% 25.0 M
+1.1% 0.1 M
-26.0% 0.2 M 223.7 M
12.9 M 181.8 M
0.7 M
1.0 M
5.8 M
+23.0%
Gross revenue 3Q11
Rental revenue
Services revenue
Key money
Parking revenue
Real estate for Straight line sale revenue effect
Other
Gross revenue 3Q12
3Q12 Gross revenue growth breakdown (Y/Y) (R$)
Other 0.2% Real estate 15.9%
Parking 11.4% Key money 3.9% Services 10.2% Straight line effect 2.7%
Rental Revenue 55.5%
Base 87.9%
Merchandising 7.3%
Overage 4.8%
Gross revenue breakdown 3Q12
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5. Shopping Center Ownership Results 5.1 Rental Revenue
Rental revenue increases 11.6% and reaches R$124.2 million.

Multiplans rental revenue totaled R$124.2 million in 3Q12, increasing 11.6% when compared to 3Q11. Base rent presented the highest growth in 3Q12, up 14.9%, reaching R$109.2 million in the quarter, representing 87.9% of rental revenue versus 85.4% in 3Q11. Overage reached R$6.0 million and contributed with 4.8% of Multiplans rental revenue versus 5.0% in 3Q11. Merchandising posted revenues of R$9.1 million versus R$10.7 million in 3Q11.
Rental Revenue (R$ ) 3Q12 % of total rental revenue 3Q11 % of total rental revenue Total change % Base 109.2 M 87.9% 95.0 M 85.4% 14.9% Overage 6.0 M 4.8% 5.6 M 5.0% 6.7% Merchand. 9.1 M 7.3% 10.7 M 9.6% 14.9% Total 124.2 M 100.0% 111.3 M 100.0% 11.6%
Rental Revenue (R$ '000) BH Shopping RibeiroShopping BarraShopping MorumbiShopping ParkShopping DiamondMall New York City Center Shopping AnliaFranco ParkShoppingBarigi Ptio Savassi Shopping Santa rsula BarraShoppingSul Shopping Vila Olmpia
(1)
3Q12 15.4 M 7.5 M 17.6 M 19.9 M 9.7 M 8.0 M 1.6 M 5.0 M 9.6 M 5.2 M 1.4 M 10.3 M 4.5 M 8.2 M 124.2 M 6.1 M 130.4 M
3Q11 14.7 M 7.1 M 17.5 M 19.5 M 9.1 M 7.4 M 1.5 M 4.7 M 9.3 M 5.0 M 1.2 M 9.7 M 4.6 M 111.3 M 6.0 M 117.4 M
Chg.% 4.9% 6.1% 0.6% 2.2% 6.8% 8.4% 8.3% 6.6% 4.2% 4.9% 16.4% 5.7% 1.1% N.A. 11.6% 1.1% 11.1%
9M12 47.1 M 22.9 M 54.2 M 60.8 M 27.5 M 23.7 M 4.8 M 14.9 M 29.3 M 15.5 M 3.8 M 30.3 M 14.0 M 24.4 M 373.1 M 18.9 M 392.0 M
9M11 43.2 M 21.4 M 51.5 M 56.5 M 26.2 M 21.9 M 4.4 M 14.0 M 26.9 M 14.6 M 3.4 M 27.9 M 13.4 M 325.2 M 19.8 M 345.0 M
Chg.% 9.1% 7.0% 5.2% 7.6% 5.1% 7.9% 7.2% 6.9% 9.0% 6.6% 12.2% 8.5% 4.8% N.A. 14.7% 4.4% 13.6%
ParkShoppingSoCaetano Subtotal Straight line effect Total

(1) th
Up to the 4 quarter of 2011, Multiplan held a 30% interest in Shopping Vila Olmpia and recognized its results when
consolidating its subsidiary MPH, which had a 71.5% interest in the mall. As of February 2012, and with the acquisition of an additional 30% interest, Multiplan began recognizing only 60% of the shopping center. Considering these changes, and when analyzing Shopping Vila Olmpias quarters results (100%) in both years, the rental revenue for this mall increased 17.9% in 3Q12 over 3Q11.
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Shopping Vila Olmpia
(1)
and Shopping Santa rsula
Shopping Vila Olmpia (100%) 3Q12 3Q11 Chg.% 9M12 9M11 Chg.% 7.5 M 6.4 M 17.9% 22.7 M 18.6 M 21.8%
were the highlights in rental revenue growth in the quarter, posting increases of 17.9% (3Q11 figure of Shopping Vila Olmpia adjusted for the additional stake acquired in 1Q12. See foot note on page 21 ) and 16.4%, respectively. Diamond Mall and New York City Center also presented strong performances of 8.4% and 8.3%.
(1)
Rental revenue Shopping Vila Olmpia (100%)
Rental revenue, including the straight line effect in the calculation, grew to R$130.4 million from R$117.4 million, 11.1% higher than in 3Q11. In 9M12, total rental revenue reached R$392.0 million, up 13.6% from 9M11. Additional data on shopping centers results can be downloaded from the Fundamentals Spreadsheet on Multiplans investor relations website (www.multiplan.com.br/ir).
+14.9% +6.7% -14.9% +1.1%
14.2 M
0.4 M
(1.6 M)
0,1 M
130.4 M
+11.1% 117.4 M
Rental Revenue 3Q11
Base
Overage
Merchand.
Straight Line Effect
Rental Revenue 3Q12
Rental revenue growth breakdown (Y/Y) (R$)
SSR up 7.7% or +1.8% above inflation

Once again Same Store Rent (SSR) posted strong real growth, reaching 1.8%. SSR increased 7.7%, and Same Area Rent (SAR) increased 7.1% in the quarter when compared to the same period in 2011. The IGP-DI adjustment effect was of 5.7%. As shown in the chart Historical SSS vs. SSR, on the next page, these variables have been showing similarity in behavior over time in which SSS and SSR alternate the lead in growth. On average, since 1Q07, SSS and SSR exceed each other in a period of five to six quarters.
Rent analysis (3Q12/3Q11) 1 See glossary for definition
11.6% 5.7% 7.1% 7.7%
IGP-DI Adjustment 1 effect
SAR
SSR
Rental Revenue
97
16.5% 14.5% 12.5% 10.5% 8.5% 6.5% 4.5% 2.5%
SSS
SSR
1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 SSR > SSS SSS > SSR SSR > SSS SSS > SSR 6 consecutives quarters 5 consecutives quarters 5 consecutives quarters 6 consecutives quarters
Historical SSS vs. SSR
IGP-DI Adjustment Effect
Real SSR
13.9% 13.2% 1.9%
IPCA
16.0% 14.0% 12.0% 3.6% 8.1% 0.8% 10.3% 4.9% 6.5% 3.4% 2.9% 3.9% 3.7% 4.4% 6.0% 4.8% 4.0% 0.2% -0.3% 0.6% 7.3% 6.6% 7.7% 2.8% 14.1% 5.8% 14.5% 11.9% 4.8% 3.9%
9.4%
10.4% 10.6% 9.0% 7.7% 6.6% 6.4% 4.2% 2.1% 5.6% 6.7% 9.0% 2.2%
11.6% 2.9% 2.8%
6.5%
8.6%
10.7% 11.1% 10.0% 7.3%
8.8%
9.6%
9.3%
7.7%
2.6%
3.6%
3.9%
4.6%
1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12
SSR Nominal: 9.6% Efeito IGP-DI: 3.7% IPCA: 4.5% SSR Nominal: 10.6% Efeito IGP-DI: 7.9% IPCA: 5.9% SSR Nominal: 9.4% Efeito IGP-DI: 7.8% IPCA: 4.3% SSR Nominal: 6.9% Efeito IGP-DI: 1.1% IPCA: 5.9% SSR Nominal: 14.1% Efeito IGP-DI: 8.8% IPCA: 6.5%
Same Store Rent (SSR) breakdown Nominal and real growth
5.2 Parking Revenue
29.4% increase in parking revenue to R$25.6 million

Parking revenue reached R$25.6 million in 3Q12, 29.4% higher than in 3Q11. ParkShoppingBarigi, Shopping Santa rsula and Shopping Vila Olmpia were the highlights in the quarter, presenting increases in traffic of vehicles of 17.8%, 12.5% and 10.7%, respectively. Another driver for this growth was ParkShoppingSoCaetano, inaugurated in November, 2011, which added over two thousand parking spaces. In 9M12 parking revenue reached R$73.2 million, an increase of 27.6% over 9M11.
2012 ac.
2007
2008
2009
2010
2011
98
5.3 Shopping Center Expenses
Shopping center expenses drop 19.2% in 3Q12 versus 3Q11

Shopping center expenses decreased 19.2% in 3Q12 over 3Q11, reaching R$12.4 million. As a percentage of shopping center net revenue, these expenses fell to 7.2% down from 9.9%. This reduction is mostly explained by the reversal of expenses accrued in 2012. In 9M12, shopping center expenses was of R$51.5 million versus R$48.1 million in 9M11.
3Q07 3Q08 3Q09 3Q10 13.6 M 11.1 M 17.6% 11.2% 15.0% 11.2% 7.2% 9.9% 3Q11 3Q12 17.0 M 15.0 M -19.2% 15.4 M 12.4 M
Shopping center expenses evolution (R$) and as percentage of shopping center net revenue in 3Q12 (not including real estate for sale revenue and taxes)
5.4 Net Operating Income NOI
NOI + Key Money reaches R$152.3 million, up 15.8% and margin increases 292b.p. to 92.5%
Multiplan recorded a Net Operating Income (NOI) + Key Money (KM) of R$152.3 million in 3Q12, 15.8% higher than in 3Q11. NOI + KM margin also increased, reaching 92.5% in 3Q12, when compared to the same period in 2011. In 9M12, NOI + KM reached R$441.0 million, 15.0% higher than in 9M11, with a 89.5% margin.
NOI Calculation (R$) Rental revenue Straight line effect Parking revenue Operational revenue Shopping expenses NOI NOI margin Key money NOI + Key Money NOI + Key Money margin 3Q12 124.2 M 6.1 M 25.6 M 155.9 M (12.4 M) 143.5 M 92.0% 8.8 M 152.3 M 92.5% 3Q11 111.3 M 6.0 M 19.8 M 137.1 M (15.4 M) 121.7 M 88.8% 9.8 M 131.6 M 89.5% Chg. % 11.6% 1.1% 29.4% 13.7% 19.2% 17.9% 325 b.p 10.5% 15.8% 292 b.p 9M12 373.1 M 18.9 M 73.2 M 465.2 M (51.5 M) 413.7 M 88.9% 27.2 M 441.0 M 89.5% 9M11 325.2 M 19.8 M 57.4 M 402.4 M (48.1 M) 354.3 M 88.1% 29.0 M 383.3 M 88.9% Chg. % 14.7% 4.4% 27.6% 15.6% 7.2% 16.8% 87 b.p 6.2% 15.0% 68 b.p
+15.0%
+15.8%
152.3 M
441.0 M 383.3 M
131.6 M 92.5% 89.5%
88.9%
89.5%
3Q11
3Q12
9M11
9M12
NOI + Key Money and margin (3Q12/3Q11) - (R$)
NOI + Key Money and margin (9M12/9M11) - (R$)
99
R$ 3.41 R$ 2.41 R$ 1.88 R$ 1.51 R$ 0.48 R$ 0.59 R$ 0.63 R$ 0.74 R$ 0.85 R$ 2.59 R$ 2.89
R$ 0.35
3Q07
3Q08
3Q09
3Q10
3Q11
3Q12
NOI + KM per share (quarter)
NOI + KM per share (LTM)
NOI + Key Money per share evolution (R$)
6. Shopping Center Management Results 6.1 Services Revenue
Services revenue decreased 3.1% to R$22.9 million in 3Q12

Services revenue - composed mainly by portfolio management, brokerage and transfer fees - presented a 3.1% decrease in 3Q12. In spite of an increase in management fee revenues, the natural decrease in brokerage revenues caused services revenue to decrease. Brokerage revenues decreased in 3Q12 mainly as a result of (i) reduced leasing activity in shopping centers being inaugurated, since they were basically pre-leased, (ii) higher interest in Shopping Vila Olmpia, and (iii) lower turnover activity, as a consequence of a more consolidated tenant mix. For the nine-month-period ended on September 30 , 2012, services revenue increased 9.2% when compared to the same period of the previous year.
Ratio between services revenue / G&A (x)
3Q11
th
-3.1%
26.6 M 23.6 M 18.3 M 20.4 M 22.9 M
3Q11
4Q11
1Q12
2Q12
3Q12
Quarterly services revenue evolution (R$)

1.26 x 1.13 x 0.71 x 0.80 x 4Q11 1Q12 2Q12
1.00 x
0.79 x 3Q12
100
6.2 General and Administrative Expenses (Headquarters)
G&A expenses impacted by non-recurring items

In 3Q12, General and Administrative (G&A) expenses increased 39.2% when compared to 3Q11, mainly due onetime events including (i) net result from provisions accrued in the period, (ii)
25.7 M 25.6 M 21.2 M 13.2% 11.0% 7.9% 14.2% 29.2 M 21.0 M 12.6% +39.2%
non-recurring legal expenses, and (iii) hiring and training of the management team for the three greenfield projects being inaugurated. Non-recurring G&A expenses increased to R$8.5 million in 3Q12, up from R$1.1 million in 3Q11, mainly due to provisions mentioned above. Excluding the impact of these non-recurring events and, for analysis purposes only, G&A would have increased 4.2% in 3Q12 when compared to 3Q11.
3Q11
4Q11
1Q12
2Q12
3Q12
Quarterly G&A expenses (R$) and G&A/Net revenues (%) evolution
+39.2%
+4.2%
19.9 M 12.0%
20.7 M
(+ )
8.5 M 1.1 M 3Q11 3Q12
29.2 M
21.0 M 12.6% 14.2%
10.1% 3Q12
3Q11
3Q11
3Q12
3Q11/3Q12 Recurring G&A evolution (R$) and Recurring G&A-to-net revenues (%)
3Q11/3Q12 Non-recurring items (R$)
3Q11/3Q12 G&A evolution (R$) and G&A-to-net revenues (%)
101
7. Shopping Center Development Results . 7.1 Deferred Income Line & Signed Key Money .1
Revenue accrual reduces deferred income line

In 3Q12, the deferred income line decreased from R$170.3 million in June, 2012, to R$147.3 million in September 2012. The deferred income line was impacted mainly by the (i) accrual of revenues from ParkShoppingSoCaetano which reduced the balance, (ii) lower volume of signing of new lease contracts in 3Q12, because most Q12, of the space available in greenfields has already been leased, (iii) impact of deferred costs from investments in commercial areas, and (iv) buyback of leased spaces to be used in expansions. The deferred income balance is recognized as Key Money revenue in a straight line and ey throughout the 5-year leasing term, after the year area is delivered.
Deferred income line evolution (R$) The deferred income line (Key money) increases when new lease contracts are signed.
138.8M 141.2M
Delivery of ParkShoppingSoCaetano
207.1M
Delivery of projects
204.6M 189.6M 183.7M 158.5M 150.M
196.6M 179.6M 170.3M
147.3M
136.7M 137.1M 126.3M 132.M 121.5M New 110.5M 110.2M projects 96.4M launched 81.2M
The deferred income line (Key money) decreases as it is accrued as key money revenues in a straight line throughout the term of the lease contract.
7.2 Key Money Revenue
Key Money Revenue (R$)
3Q12
3Q11
Chg. %
9M12
9M11
Chg. %
Operational (Recurring) Projects opened in the last 5 years

Key Money Revenue
1.5 M 7.3 M
8.8 M
2.2 M 7.6 M
9.8 M
32.3% 4.2% 10.5%
4.7 M 7 22.5 M 5
27.2 M 2
6.4 M 22.6 M
29.0 M
25.7% 0.6% 6.2%
Key Money revenues in 3Q12 decreased by 10.5%, from R$9.8 million to R$8.8 million. Key Money revenues are composed of (i) recurring or operational revenue, from Key Money accrued from areas with more than five years in operation when re-leased, and reflects the Companys effort to improve the tenant mix in its malls, and (ii) non leased, nonrecurring revenue, from Key Money of leasing contracts for new stores in greenfields and expansions delivered in the contracts last five years.
102
7.3 New Projects for Lease Expenses
As planned, new projects for lease expenses increased to R$7.0 million in 3Q12
Pre-operational expenses mainly with (i) the delivery phase of three shopping centers, and (ii) investments in two expansions under development contributed to the increase in new projects for lease expenses to R$7.0 million, up from R$2.5 million in 3Q11. As mentioned in previous earnings releases, these expenses are incurred mainly in the launching and opening of the projects and are an important tool to implement the Companys strategy to attract the best tenants to form the best mix for each mall and attract clients during its first years of consolidation. Multiplan opened JundiaShopping on October 17 , 2012, and plans to open two other shopping centers in 4Q12, which should increase new projects for lease expenses further in 4Q12.
th
11.2 M 7.0 M
2.5 M
3.0 M
2.3 M
3Q11
4Q11
1Q12
2Q12
3Q12
New Projects for Lease Expenses (R$)
8. Real Estate for Sale Results 8.1 Real Estate for Sale Revenues and Cost of Properties Sold
Real Estate for Sale Revenue

Multiplan recorded real estate for sale revenues of R$35.5 million in 3Q12, according to the percentage of completion method PoC, composed mainly by revenues from Centro Profissional RibeiroShopping (98% sold) and from the real estate projects in the BarraShoppingSul Complex (75% sold), both with construction works going according to the planned.
Cost of Properties Sold

The Company recorded cost of properties sold of R$18.4 million in 3Q12, in line with the evolution of construction works, and composed mainly by costs from Centro Profissional RibeiroShopping and from the real estate projects in the BarraShoppingSul Complex.
New Projects for Sale Expenses

New projects for sale expenses decreased to R$4.2 million in 3Q12, from R$4.5 million in 3Q11. In 3Q12, new projects for sale expenses were composed mainly by (i) marketing efforts for the real estate projects in the BarraShoppingSul Complex, (ii) brokerage expenses, and (iii) property taxes (IPTU) from the land bank.
103
9. Financial Results 9.1 EBITDA
Shopping Center EBITDA 6.0% higher in 3Q12

Multiplan recorded in 3Q12 a 6.0% growth in Shopping Center EBITDA (excluding real estate for sale), while shopping center net revenues increased 10.7% in the same period. In 3Q12, higher headquarter expenses, and the increase in pre-operational expenses, as expected and due mainly to the opening of JundiaShopping, VillageMall and ParkShoppingCampoGrande, contributed to the reduction in Shopping Center EBITDA margin. As a result, Shopping Center EBITDA margin went from 74.4% in 3Q11 to 71.3% in 3Q12. For illustration purposes only, if new projects for lease expenses were excluded from Shopping Center EBITDA calculation, Shopping Center EBITDA margin would be of 75.4% in 3Q12.
Shopping Center EBITDA (R$) Shopping Center Gross Revenue 3Q12 188.2 M 3Q11 171.3 M Chg. % 9M12 564.1 M 9M11 496.9 M Chg. %
9.8% 1.3% 10.7% 39.2% 13.9% 19.2% 176.4% 32.3% 6.0% 314 b.p 176.4% 9.6% 71 b.p
13.5% 1.1% 15.0% 21.2% 29.9% 7.2% 121.6% 11.3% 11.4% 227 b.p 121.6% 14.4% 37 b.p
Taxes and contributions on sales and services Net Revenue Headquarters expenses Stock-option-based remuneration expenses Shopping centers expenses New projects for lease expenses Other operating income (expenses)
Shopping Center EBITDA
(15.4 M)
172.8 M
(15.2 M)
156.1 M
(43.9 M)
520.2 M
(44.4 M)
452.5 M
(29.2 M) (2.3 M) (12.4 M) (7.0 M) 1.3 M

123.2 M
(21.0 M) (2.0 M) (15.4 M) (2.5 M) 1.0 M

116.2 M
(75.9 M) (7.2 M) (51.5 M) (20.6 M) 3.2 M

368.3 M
(62.7 M) (5.5 M) (48.1 M) (9.3 M) 3.6 M

330.6 M
Shopping Center EBITDA Margin (+) New projects for lease expenses SC EBITDA before New Projects Expenses SC EBITDA before New Projects Expenses Margin
71.3% 7.0 M
130.2 M
74.4% 2.5 M
118.7 M
70.8% 20.6 M
388.8 M
73.1% 9.3 M
339.8 M
75.4%
76.1%
74.7%
75.1%
(1) Shopping Center Gross Revenue: does not consider real estate for sale revenues. (2) Shopping Center EBITDA: does not consider revenues, taxes on sales, costs, and new projects for sale expenses from real estate activity. (3) Shopping Center EBITDA before New Projects for Lease Expenses: the same methodology of Shopping Center EBITDA and not considering new projects for lease expenses, as the expenses refers to projects still not in operations.
80.0%
80.0%
75.4%
75.0%
74.7%
75.0%
71.3% 133.2 M 64.9% 123.2 M

65.0%
444.4 M
70.8% 368.3 M 388.8 M

70.0%
130.2 M
70.0%
65.0%
61.7%
60.0%
60.0%
55.0%
55.0%
50.0%
50.0%
3Q12 Consolidated EBITDA
Shopping Center EBITDA before New Projects for Lease Expenses
9M12 Consolidated EBITDA
Shopping Center Shopping Center EBITDA EBITDA before New Projects for Lease Expenses
3Q12 Consolidated EBITDA, Shopping Center EBITDA, and Shopping Center EBITDA before New Projects for Lease Expenses (R$) and Margins (%)
9M12 Consolidated EBITDA, Shopping Center EBITDA, and Shopping Center EBITDA before New Projects for Lease Expenses (R$) and Margins (%)
104
Consolidated EBITDA was 19.4% higher in 3Q12, reaching R$133.2 million. Besides the increase in expenses, detailed in the last page, the positive increase of 237.8% in Real Estate for Sale revenues also impacted EBITDA margin, bringing from 67.3% in 3Q11 to 64.9% in 3Q12. The Companys Consolidated EBITDA margin is naturally lower than that of Shopping Centers, reflecting the lower margins of the real estate for sale activity, when compared to those of projects for lease.
Consolidated EBITDA (R$) Net Revenue
3Q12 205.4 M
3Q11 165.7 M
Chg. %
9M12 720.5 M
9M11 482.2 M
Chg. %
24.0% 39.2% 13.9% 19.2% 176.4% 6.2% 87.0% 48.9% 32.3% 19.4% 248 b.p
49.4% 21.2% 29.9% 7.2% 121.6% 94.7% 235.5% 39.5% 11.3% 38.2% 502 b.p
Headquarters expenses Stock-option-based remuneration expenses Shopping centers expenses New projects for lease expenses New projects for sale expenses Cost of properties sold Equity pickup Others
Consolidated EBITDA
(29.2 M) (2.3 M) (12.4 M) (7.0 M) (4.2 M) (18.4 M) 0.1 M 1.3 M

133.2 M
(21.0 M) (2.0 M) (15.4 M) (2.5 M) (4.5 M) (9.9 M) 0.1 M 1.0 M

111.6 M
(75.9 M) (7.2 M) (51.5 M) (20.6 M) (13.6 M) (111.5 M) 0.9 M 3.2 M

444.4 M
(62.7 M) (5.5 M) (48.1 M) (9.3 M) (7.0 M) (33.2 M) 1.5 M 3.6 M

321.6 M
Consolidated EBITDA Margin
64.9%
67.3%
61.7%
66.7%
9.2 Financial Results, Debt and Cash

Multiplan ended 3Q12 with a net debt of R$1,151.9 million, compared to R$864.5 million in the previous quarter. This represents a net debt-to-EBITDA (last 12 months) ratio of 2.00x. In 3Q12, the balance between the interest from the invested cash position and financial expenses generated a negative financial result of R$8.2 million.
Indebtedness Breakdown (R$) Current Liabilities September 30th, 2012 134.9 M June 30th, 2012 137.1 M Chg. %
1.6% 3.3% 83.5% 6.3% 14.3% 22.0% 0.0% 13.2% 12.6% 27.3% 33.2%
Loans and financing Debentures Obligations from acquisition of goods

Non Current Liabilities
80.4 M 1.5 M 53.0 M

1,341.2 M
77.8 M 9.4 M 49.9 M

1,173.3 M
Loans and financing Debentures Obligations from acquisition of goods

Gross Debt Cash and Equivalents Net Debt (Cash Position)
981.2 M 300.0 M 60.0 M

1,476.1 M 324.2 M 1,151.9 M
804.2 M 300.0 M 69.1 M

1,310.4 M 445.9 M 864.5 M
The 3Q12 cash position was impacted mainly by the cash outflows of (i) CAPEX of R$382.5 million in the period, (ii) payment of R$37.8 million in short term debt, and (iii) R$34.8 million in investments in real estate for sale; which were offset by (iii) R$100.0 million in new funds from loans signed in August, 2012, and (iv) new funds from financing contracts of R$107.1 million (split into R$80.5 million for VillageMall, R$19.0 million for ParkShoppingCampoGrande, and R$7.6 million for Parque Shopping Macei). The increase in net debt contributed to change the net debt-to-EBITDA (last 12 months) ratio from 1.55x in 2Q12 to 2.00x in 3Q12. Gross debt-to-EBITDA (last 12 months) increased from 2.36x in 2Q12 to 2.55x in 3Q12. As the
105
Company cashes in its loans and financing to face its planned investments, its gross debt is expected to further increase.
Loans and f inancing (banks) Obligations f rom acquisition of goods (land and minority interest) Debentures
236 M
156 M 91 M
148 M 150 M
150 M 126 M 114 M 71 M 58 M
47 M 20 M 16 M 29 M 2M 19 M 2M
41 M
2012
2013
2014
2015
2016
2017
2018
2019
2020
>=2021
Multiplans debt amortization schedule on September 30th, 2012 (R$)
Funding strategy
In addition to the future cash flow generation, loans and financing already contracted, the Company continues to analyze competitive funding
th
To be drawn 132.9M
alternatives for recently announced expansions. On September 30 , 2012, the Company had a gross debt of R$1.5 billion. It has R$132.9 million in already signed financing contracts, not yet withdrawn.
Drawn 1,476.1M
50 bps reduction in cost of debt, to 9.48%

Compared to 3Q11, Multiplan increased the weight of CDI indexed debt to 39.0% of total indebtness in 3Q12 up from 1.3% in 3Q11, to benefit from interest rate reductions in Brazil. During this period, the basic interest rate dropped from 12.00% p.a. on September 30 , 2011 to 7.50% p.a. as of September 30 , 2012. The Companys weighted average cost of funding decreased from 9.98% per annum on June 30 , 2012, to 9.48% p.a. on September 30 , 2012, compared with the basic interest rate (Selic) of 7.50% p.a. as of September 30 , 2012. In 3Q12, the Company maintained almost the same diversification of interest rate indexes of the previous quarter.
th th th th th
Multiplan Funding Breakdown on September 30th, 2012 (R$) 1.1% IPCA IGP-M 3.3% 5.8%
TJLP 12.3%
CDI 39.0%
TR 38.5%
Multiplan Debt Indices on September 30th, 2012
The TR indexed debt, which was equivalent to 64.5% of total indebtedness in 3Q11, decreased its weight in the total indebtedness in 3Q12 to 38.5%. The TJLP, which is the main index used by BNDES (The Brazilian National Development Bank), increased its weight in the total indebtness from 10.1% in 3Q11 to 12.3% of total indebtness in 3Q12. This indexed, which was set at 6.00% p.a. between July 2009 and June 2012, presented a reduction to 5.50% p.a. in July 2012.
106
Indebtedness interest indices on September 30 , 2012

Index Performance Average Interest Rate Cost of Debt Debt (R$)
th
CDI TR TJLP IGP-M IPCA Others Total

Annual interest rate weighted average. Index performance for the last 12 months.
7.50% 0.45% 5.50% 8.07% 5.28% 0.00% 4.42%
0.89% 9.77% 3.32% 3.75% 7.27% 7.87% 5.06%
8.39% 10.22% 8.82% 11.82% 12.55% 7.87% 9.48%
576.4 M 567.4 M 181.4 M 86.2 M 48.5 M 16.2 M 1,476.1 M
9.3 Net Income and Funds From Operations (FFO)
3Q12 Net income reaches R$72.0 million, an increase of 10.3%, accumulating R$260 million in 9M12
In 3Q12, net income was of R$72.0 million, 10.3% higher than in 3Q11, despite the increase in leverage from a Net Debt/EBITDA LTM of 0.14x in 3Q11, to 2.00x in 3Q12, resulting in a negative financial result of R$8.2 million in this quarter in contrast with a positive result of R$ 8.8 million in 3Q11. In 9M12, net income increased 36.6%, reaching R$259.6 million. In 3Q12, FFO reached R$102.6 million and R$356.8 million in 9M12, 2.9% and 25.8% higher than the same period in 2011, respectively. Last twelve months FFO per share reached R$2.74 in 3Q12, representing a CAGR 07-12 of 17.3%.
+10.3%
65.3 M
72.0 M
+36.6%
259.6 M 190.1 M
39.4%
36.0%
35.1%
39.4%
3Q11
3Q12
9M11
9M12
Net income and margin (3Q12/3Q11) (R$)
Net income and margin (9M12/9M11) (R$)
R$ 2.74 R$ 1.62 R$ 1.23 R$ 0.31 R$ 0.37 R$ 0.49 R$ 0.47 R$ 0.56 R$ 0.58 R$ 1.68 R$ 1.98 R$ 2.19
3Q07
3Q08
3Q09
3Q10
3Q11
3Q12
FFO per share (quarter)
FFO per share (LTM)
FFO per share evolution (R$)
107
Net Income & FFO Calculation (R$)
3Q12
3Q11
Chg. %
9M12
9M11
Chg. %
Net revenue Operational expenses Financial results Depreciation & amortization Income tax and social contribution Minority interest
Adjusted net income
205.4 M (72.1 M) (8.2 M) (17.7 M) (22.4 M) (0.0 M)

84.9 M
165.7 M (54.1 M) 8.8 M (15.1 M) (17.3 M) (3.3 M)

84.6 M
24.0% 33.4% 193.4% 17.1% 29.2% 99.5% 0.3% 33.5% 10.3% 17.1% 33.5% 2.9% 2.7%
720.5 M (276.1 M) (21.4 M) (52.6 M) (64.9 M) (1.3 M)

304.1 M
482.2 M (160.6 M) 28.0 M (44.4 M) (57.9 M) (8.1 M)

239.2 M
49.4% 71.9% 176.6% 18.6% 12.1% 84.1% 27.1% 9.4% 36.6% 18.6% 9.4% 25.8% 25.6%
Deferred income and social contribution

Net income
(12.9 M)
72.0 M
(19.3 M)
65.3 M
(44.5 M)
259.6 M
(49.1 M)
190.1 M
Depreciation & amortization Deferred income and social contribution

FFO
17.7 M 12.9 M
102.6 M
15.1 M 19.3 M
99.7 M
52.6 M 44.5 M
356.8 M
44.4 M 49.1 M
283.6 M
FFO per share (R$)1

1
0.58
0.56
2.00
1.59
Adjusted for shares held in treasury.
10. Portfolio
Portfolio Operating SCs BHShopping State Multiplan % Total GLA Rent 3Q12 (month) Sales 3Q12 (month) 3Q12 Avg. Occupancy Rate
MG SP RJ SP DF MG RJ SP PR MG SP RS SP SP
80.0% 76.7% 51.1% 65.8% 59.3% 90.0% 50.0% 30.0% 84.0% 96.5% 62.5% 100.0% 60.0% 100.0%
71.0%
47,565 m 46,483 m 69,119 m 55,090 m 53,332 m 21,386 m 22,271 m 50,427 m 50,176 m 17,253 m 22,993 m 68,212 m 28,363 m 39,274 m
591,945 m
137 R$/m 74 R$/m 157 R$/m 177 R$/m 110 R$/m 131 R$/m 46 R$/m 105 R$/m 78 R$/m 98 R$/m 35 R$/m 70 R$/m 104 R$/m 72 R$/m
108 R$/m
1,735 R$/m 976 R$/m 2,122 R$/m 1,961 R$/m 1,445 R$/m 1,955 R$/m 773 R$/m 1,327 R$/m 1,310 R$/m 1,510 R$/m 644 R$/m 1,065 R$/m 977 R$/m 903 R$/m
1,406 R$/m
99.4% 99.5% 99.5% 97.6% 97.3% 99.6% 100.0% 99.9% 99.5% 99.6% 96.9% 99.3% 90.1% 98.2%
98.5%
RibeiroShopping BarraShopping MorumbiShopping ParkShopping DiamondMall New York City Center Shopping AnliaFranco ParkShoppingBarigi Ptio Savassi Shopping Santarsula BarraShoppingSul Shopping VilaOlmpia ParkShoppingSoCaetano
Sub-total Operating SCs Expansions under development BarraShopping
RJ SP
51.1% 76.2%
71.0%
5,296 m 20,303 m
25,578 m
RibeiroShopping
Sub-total expansions SCs under development
JundiaShopping4 Village Mall ParkShoppingCampoGrande1 Parque Shopping Macei

Sub-total SCs under Development
SP RJ RJ AL
100.0% 100.0% 90.0% 50.0%

83.5%
34,535 m 25,529 m 42,342 m 37,851 m

140,257 m
Office Towers for lease under development
ParkShopping Corporate Morumbi Corporate BarraShopping Office

Portfolio Total
1
DF SP
50.0% 100.0% 51.1%

90.5% 75.1%
13,360 m 74,198 m 4,204 m

91,762 m 849,542 m
RJ Subtotal Office T. for Lease under Develop.
108 R$/m
1,406 R$/m
98.5%
Multiplan is responsible for 100% of the CAPEX. 2 2 Rent/m /month divides rental revenue, excluding merchandising and stores that do not report sales by the occupied GLA which reports sales. 3 Sales/m2/month divides sales by area composed by stores which report monthly sales.
108
JundiaShopping was delivered on October 17 , 2012.
th
11. Ownership Structure

Multiplans ownership structure on September 30 , 2012, is described in the chart below. From a total of 179,197,214 shares issued, 167,338,867 are common voting shares and 11,858,347 are preferred shares held exclusively by Ontario Teachers Pension Plan and are not listed or traded on any stock exchange. The interest Multiplan holds in the following Special Purpose Companies (SPC) is as follows:
th
MPH Empreendimento Imobilirio Ltda.: Owns 60.0% interest in Shopping Vila Olmpia. Multiplan holds directly
and indirectly 100.0% interest in MPH.
Manati Empreendimentos e Participaes S.A.: Owns 75% interest in Shopping Santa rsula, in Ribeiro Preto
SP, in which Multiplan has a 50/50 partnership.
Parque Shopping Macei S.A.: SPC for Shopping Macei, in which Multiplans interest is of 50%. Danville SP Empreendimento Imobilirio Ltda.: SPC established for real estate developments in the city of
Ribeiro Preto.
Multiplan Holding S.A.: Multiplans whole subsidiary; holds interest in other Companies and assets. Ribeiro Residencial Empreendimento Imobilirio Ltda.: SPC established for real estate developments in the city
of Ribeiro Preto.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in the
city of Porto Alegre.
BarraSul Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in the city of Porto
Alegre.
Morumbi Business Center Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in
the city of So Paulo.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in the
city of So Paulo.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in the
city of Rio de Janeiro.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.: SPC established to develop real estate projects in the
city of So Paulo.
Jundia Shopping Center Ltda.: Owns 100.0% interest in JundiaShopping. Multiplan holds 100.0% interest in
Jundia Shopping Center Ltda.
Park Shopping Campo Grande Ltda.: SPC established to develop ParkShoppingCampoGrande. ParkShopping Corporate Corporate Empreendimento Imobilirio Ltda. SPC established to develop real estate
projects in the city of Braslia.
109
12. MULT3 Indicators & Stock Market
102.8% increase in average daily financial traded volume in 3Q12 versus 3Q11
Multiplans stock (MULT3 on BM&FBOVESPA;
25.7% 347,694 292,483 257,683 367,737
MULT3 BZ on Bloomberg) ended 3Q12 quoted at R$59.69/share, an increase of 71.3% when compared to the 3Q11 and outperforming the Ibovespa index by 5,820 b.p., which appreciated 13.1% in the same period. In 3Q12, Multiplans average daily financial traded volume showed a significant increase of 102.8%, reaching an average of R$19.5 million/day, compared to R$9.6 million in 3Q11. Considering the daily average number of shares traded in the quarter, the volume increased 25.7% over 3Q11.
3Q09 3Q10
3Q11
3Q12
Evolution of daily average number of shares traded
Multiplan shares are part of the following indexes: Brazil Index (IBRX), Tag Along Index (ITAG), Corporate Governance Index (IGC), Real Estate Index (IMOB), Mid-Large Cap Index (MLCX), MSCI Brazil Index Fund, FTSE EPRA/NAREIT Global Index, FTSE All World Emerging Index, FTSE All World EX US Index Fund, MSCI Emerging Markets Index, MSCI BRIC Index Fund, SPL Total International Stock Index and S&P Global ex-US Property Index.
40.0 M 35.0 M 30.0 M 25.0 M 20.0 M 15.0 M 10.0 M 5.0 M 0.0 M Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 MULT3 Jun-12 IBOV Jul-12 Aug-12 Sep-12 200 180 160 140 120 100 80 60 40 20 -
Traded Volume (15 day average)
Spread analysis and volume: MULT3 and Ibovespa Index Base 100 = September 30th, 2011
MULT3 at BM&FBOVESPA
3Q12
3Q11
Chg.
9M12
9M11
Chg.
Average closing price Closing price Average daily traded volume Market cap
R$ 53.14 R$ 59.69 R$ 19.5 M R$ 10,696 M
R$ 32.94 R$ 34.85 R$ 9.6 M R$ 6,245 M
61.3% 71.3% 102.8% 71.3%
R$ 46.16 R$ 59.69 R$ 18.1 M R$ 10,696 M
R$ 33.49 R$ 34.85 R$ 8.9 M R$ 6,245 M
37.8% 71.3% 103.4% 71.3%
Adm+Treasury 0.7%
At the end of the third quarter of 2012, 31.4% of the Companys shares were owned directly and indirectly by Mr. and Mrs. Peres. Ontario Teachers Pension Plan (OTPP) owned 29.1% and the free-float was equivalent to 38.8%. Shares held in treasury totaled 0.7% of 110
MTP+Peres 31.4% Free Float 38.8% OTPP* 29,1% Common Stocks 22.5% Pref erred Stocks 6.6%
the outstanding shares. Total shares issued are 179,197,214.
Shareholders capital stock breakdown on September 30th. 2012 (*) OTPP Ontario Teachers Pension Plan
111
13. Appendices
Operational and Financial Highlights

Performance Financial (MTE %) 3Q12 3Q11 Chg.% 9M12 9M11 Chg.%
Gross revenue R$'000 Net revenue R$'000 Net revenue R$/m Net revenue USD/sq. foot Rental revenue (with straight line effect) R$'000 Rental revenue R$/m Rental revenue USD/sq. foot Monthly rental revenue R$/m Monthly rental revenue USD/sq. foot Net Operating Income (NOI) R$'000 Net Operating Income R$/m Net Operating Income USD/sq. foot Net Operating Income margin NOI per Share R$ Net Operating Income (NOI) + Key Money (KM) R$'000 NOI + KM R$/m NOI + KM USD/sq. foot NOI + KM margin NOI + KM per Share R$ Headquarter expenses R$'000 Headquarter expenses / Net revenues EBITDA R$'000 EBITDA R$/m EBITDA USD/sq. foot EBITDA margin EBITDA per Share R$ Adjusted net income R$'000 Adjusted net income R$/m Adjusted net income USD/sq. foot Adjusted net income margin Adjusted net income per share R$ FFO R$'000 FFO R$/m FFO US$'000 FFO USD/sq. foot FFO margin FFO per share R$ Dollar (USD) end of quarter
223,691 205,362 506.1 23.2 130,359 321.3 14.7 107.1 4.9 143,516 353.7 16.2 92.0% 0.80 152,289 375.3 17.2 92.5% 0.85 29,173 14.2% 133,213 328.3 15.0 64.9% 0.75 84,874 209.2 9.6 41.3% 0.48 102,595 252.8 50,597 11.6 50.0% 0.58 2.03
181,818 165,658 463.6 22.9 117,351 328.4 16.2 109.5 5.4 121,748 340.7 16.8 88.8% 0.68 131,550 368.1 18.2 89.5% 0.74 20,955 12.6% 111,560 312.2 15.4 67.3% 0.63 84,597 236.7 11.7 51.1% 0.48 99,731 279.1 53,071 13.8 60.2% 0.56 1.88
23.0% 24.0% 9.2% 1.2% 11.1% 2.2% 9.3% 2.2% 9.3% 17.9% 3.8% 3.8% 325 b.p 17.7% 15.8% 1.9% 5.5% 292 b.p 15.6% 39.2% 156 b.p 19.4% 5.2% 2.5% 248 b.p 19.3% 0.3% 11.6% 18.1% 974 b.p 0.2% 2.9% 9.4% 4.7% 16.0% 1024 b.p 2.7% 7.9%
781,296 720,488 1,775.5 81.3 392,030 966.1 44.3 107.3 4.9 413,740 1,019.6 46.7 88.9% 2.32 440,960 1,086.7 49.8 89.5% 2.47 75,904 10.5% 444,353 1,095.0 50.2 61.7% 2.49 304,114 749.4 34.3 42.2% 1.71 356,754 879.1 175,940 40.3 49.5% 2.00 2.03
529,476 482,153 1,349.7 66.7 345,009 965.8 47.7 107.3 5.3 354,329 991.9 49.0 88.1% 1.99 383,338 1,073.1 53.1 88.9% 2.15 62,652 13.0% 321,550 900.1 44.5 66.7% 1.81 283,598 793.9 39.2 58.8% 1.59 283,598 793.9 150,914 39.2 58.8% 1.59 1.88
47.6% 49.4% 31.5% 21.9% 13.6% 0.0% 7.3% 0.0% 7.3% 16.8% 2.8% 4.7% 87 b.p 16.6% 15.0% 1.3% 6.2% 68 b.p 14.9% 21.2% 246 b.p 38.2% 21.6% 12.7% 502 b.p 38.0% 7.2% 5.6% 12.5% 1661 b.p 7.1% 25.8% 10.7% 16.6% 2.6% 930 b.p 25.6% 7.9%
112
Operational and Financial Highlights

Performance Market Performance 3Q12 3Q11 Chg.% 9M12 9M11 Chg.%
Number of shares Common shares Preferred shares Avg. share price R$ Final share price R$ Average daily traded volume (R$ '000) Market cap (R$ '000) Gross debt (R$ '000) Cash (R$ '000) Net debt (R$ '000) P/FFO (Last 12 months) EV/EBITDA (Last 12 months) Net Debt/EBITDA (Last 12 months)
179,197,214 179,197,214 167,338,867 167,338,867 11,858,347 53.14 59.69 19,542 10,696,282 1,476,076 324,230 1,151,846 24.5 x 20.5 x 2.00 x 11,858,347 32.94 34.85 9,635 6,245,023 595,552 532,860 62,692 16.0 x 14.6 x 0.14 x
0.0% 0.0% 0.0% 61.3% 71.3% 102.8% 71.3% 147.9% 39.2% 1,737.3% 53.1% 40.5% 1,274.7%
179,197,214 179,197,214 167,338,867 167,338,867 11,858,347 46.16 59.69 18,099 10,696,282 1,476,076 324,230 1,151,846 24.5 x 20.5 x 2.00 x 11,858,347 33.49 34.85 12,246 6,245,023 595,552 532,860 62,692 16.0 x 14.6 x 0.14 x
0.0% 0.0% 0.0% 37.8% 71.3% 47.8% 71.3% 147.9% 39.2% 1,737.3% 53.1% 40.5% 1,274.7%
Performance Operational (100%) 3Q12 3Q11 Chg.% 9M12 9M11 Chg.%
Final total GLA Final owned GLA Owned GLA % Adjusted total GLA (avg.) Adjusted owned GLA (avg.) Total sales R$'000 Total sales R$'000 R$/m Total sales USD/sq. foot Same Store Sales Same Area Sales Same Store Rent Same Area Rent Occupancy costs Rent as sales % Other as sales % Turnover Occupancy rate Delinquency (25 days delay) Rent loss
591,945 m 551,759 m 420,281 m 371,886 m 71.0% 67.4%
7.3% 13.0% 360 b.p 7.5% 13.6% 14.9% 6.9% 1.0% 100 b.p 170 b.p 830 b.p 800 b.p 01 b.p 14 b.p 16 b.p 10 b.p 38 b.p 40 b.p 230 b.p
591,945 m 551,759 m 420,281 m 371,886 m 71.0% 67.4%
7.3% 13.0% 360 b.p 7.6% 13.6% 14.7% 6.6% 1.2% 20 b.p 120 b.p 430 b.p 290 b.p 24 b.p 02 b.p 22 b.p 40 b.p 35 b.p 20 b.p 110 b.p
577,741 m 537,359 m 405,772 m 357,330 m 2,241,454 3,879.7 177.8 8.5% 9.4% 7.7% 7.1% 13.1% 7.6% 5.4% 1.6% 98.5% 1.3% 0.1% 1,950,693 3,630.1 179.5 7.5% 7.7% 16.0% 15.1% 13.1% 7.8% 5.3% 1.7% 98.1% 0.9% 2.4%
577,881 m 537,174 m 405,797 m 357,220 m 6,546,523 11,328.5 519.0 7.7% 9.5% 9.8% 9.7% 13.4% 7.8% 5.6% 3.8% 97.9% 1.7% 0.2% 5,707,475 10,625.0 525.3 7.9% 8.3% 14.1% 12.6% 13.1% 7.8% 5.4% 4.2% 98.2% 1.5% 1.3%
Adjusted GLA corresponds to the periods average GLA excluding 14.400 m of BIG supermarket at BarraShoppingSul
113
Income Statement (R$000)

(R$'000) 3Q12 3Q11 Chg. % 9M12 9M11 Chg. %
Rental revenue Services revenue Key money revenue Parking revenue Real estate for sale revenue Straight line effect Other revenues
Gross Revenue
124,240 22,920 8,773 25,580 35,521 6,119 538

223,691
111,301 23,644 9,802 19,775 10,515 6,050 731

181,818
11.6% 3.1% 10.5% 29.4% 237.8% 1.1% 26.4% 23.0% 13.4% 24.0% 39.2% 13.9% 19.2% 176.4% 6.2% 87.0% 48.9% 32.3% 19.4% 40.8% 99.4% 17.1% 1.9% 29.2% 33.5% 99.5% 10.3%
373,098 69,959 27,220 73,211 217,158 18,932 1,718

781,296
325,202 64,056 29,009 57,374 32,575 19,807 1,453

529,476
14.7% 9.2% 6.2% 27.6% 566.6% 4.4% 18.2% 47.6% 28.5% 49.4% 21.2% 29.9% 7.2% 121.6% 94.7% 235.5% 39.5% 11.3% 38.2% 25.0% 89.2% 18.6% 21.3% 12.1% 9.4% 84.1% 36.6%
Taxes and contributions on sales and services

Net Revenue
(18,329)
205,362
(16,160)
165,658
(60,808)
720,488
(47,323)
482,153
Headquarters expenses Stock-option-based remuneration expenses Shopping centers expenses New projects for lease expenses New projects for sale expenses Cost of properties sold Equity pickup Other operating income/expenses
EBITDA
(29,173) (2,324) (12,423) (7,013) (4,216) (18,421) 72 1,349

133,213
(20,955) (2,040) (15,378) (2,537) (4,497) (9,852) 141 1,020

111,560
(75,904) (7,206) (51,501) (20,563) (13,573) (111,515) 922 3,205

444,353
(62,652) (5,549) (48,054) (9,278) (6,973) (33,234) 1,523 3,614

321,550
Financial revenue Financial expenses Depreciation and amortization

Earnings Before Taxes
10,895 (19,125) (17,721)

107,262
18,406 (9,593) (15,134)

105,239
48,802 (70,244) (52,640)

370,271
65,112 (37,128) (44,392)

305,142
Income tax and social contribution Deferred income and social contribution taxes Minority interest
Net Income
(22,371) (12,862) (17)

72,012
(17,313) (19,329) (3,329)

65,268
(64,873) (44,508) (1,284)

259,606
(57,867) (49,144) (8,069)

190,062
(R$'000) NOI
3Q12 143,516
3Q11 121,748
Chg. %
9M12 413,740
9M11 354,329
Chg. %
17.9% 325 b.p 15.8% 292 b.p 6.0% 314 b.p 19.4% 248 b.p 10.3% 433 b.p 0.3% 974 b.p 2.9% 1,024 b.p
16.8% 87 b.p 15.0% 68 b.p 11.4% 227 b.p 38.2% 502 b.p 36.6% 339 b.p 27.1% 740 b.p 25.8% 930 b.p
NOI margin
NOI + Key Money
92.0%
152,289
88.8%
131,550
88.9%
440,960
88.1%
383,338
NOI + Key Money margin

92.5%
123,168
89.5%
116,188
89.5%
368,262
88.9%
330,570
Shopping Center EBITDA margin

EBITDA (Shopping Center + Real Estate)
71.3%
133,213
74.4%
111,560
70.8%
444,353
73.1%
321,550
EBITDA margin
Net Income
64.9%
72,012
67.3%
65,268
61.7%
259,606
66.7%
190,062
Net Income margin

Adjusted Net Income
35.1%
84,874
39.4%
84,597
36.0%
304,114
39.4%
239,206
Adjusted Net Income margin

FFO
41.3%
102,595
51.1%
99,731
42.2%
356,754
49.6%
283,598
FFO margin
50.0%
60.2%
49.5%
58.8%
114
Balance Sheet (R$000)

ASSETS Current Assets Cash and cash equivalents Accounts receivable Land and properties held for sale Related parties Recoverable taxes and contributions Other Total Current Assets Non Current Assets Accounts receivable Land and properties held for sale Related parties 30/06/2012 31/03/2012 % Change
324,230 204,170 135,588 21,197 3,593 19,905 708,683 35,808 320,862 9,008 1,592 25,354 303 12,351 3,741,046 19,265 330,336 4,495,925
5,204,608 30/06/2012
445,938 207,495 107,318 18,247 48,631 13,278 840,907 19,142 314,235 9,630 865 25,301 75 12,279 3,380,000 19,312 326,901 4,107,740
4,948,647 31/03/2012
27.3% 1.6% 26.3% 16.2% 92.6% 49.9% 15.7% 87.1% 2.1% 6.5% 84.0% 0.2% 304.0% 0.6% 10.7% 0.2% 1.1% 9.5% 5.2%
% Change
Securities held Deposits in court Other Investments Investment properties Property and equipment Intangible Total Non Current Assets
Total Assets LIABILITIES Current Liabilities Loans and financing Debentures Accounts payable Property acquisition obligations Taxes and contributions payable Deferred incomes and costs Clients anticipation Other Total Current Liabilities Non Current Liabilities Loans and financing Debentures Deferred income and social contribution taxes Property acquisition obligations Taxes paid in installments Provision for risks Deferred incomes and costs Total Non Current Liabilities Shareholders' Equity Capital Capital reserves Profit reserve Share issue costs Shares in treasure department Capital transaction effects Retained earnings Minority interest Total Shareholder's Equity Total Liabilities and Shareholders' Equity
80,382 1,548 214,251 52,953 19,726 41,468 17,796 3,006 431,130 981,181 300,000 92,490 60,012 658 24,252 105,846 1,564,439 1,761,662 962,947 365,536 (21,016) (29,006) (89,996) 258,802 110 3,209,039
5,204,608
77,832 9,391 146,918 49,893 51,869 46,464 30,967 2,897 416,231 804,180 300,000 79,628 69,118 723 21,343 123,854 1,398,846 1,761,662 960,997 365,381 (21,016) (30,605) (89,996) 186,951 196 3,133,570
4,948,647
3.3% 83.5% 45.8% 6.1% 62.0% 10.8% 42.5% 3.8% 3.6% 22.0% 0.0% 16.2% 13.2% 9.0% 13.6% 14.5% 11.8% 0.0% 0.2% 0.0% 0.0% 5.2% 0.0% 38.4% 43.9% 2.4% 5.2%
115
Cash Flow Statement (R$000)

Cash Flow Statement (R$'000) Cash Flow from Operations 9M12 9M11
Income before tax Depreciation and amortization Interest and monetary variations on debentures, loans, and property acquisition Other net income adjustments (Increase) decrease on current assets (Increase) decrease on land held for sale Increase (decrease) on current liabilities
Cash Flow from Operations
370,271 52,640 71,750 (19,377) 72,861 733 (118,329)

430,549
305,142 44,392 18,464 (29,741) 16,807 (43,877) (154,199)

156,988
Cash Flow from Investments
Increase in loans and sundry advances (Increase) decrease of investment property Increase of property, plant and equipment Additions to intangibles Others
Cash Flows Used in Investing Activities
(5,195) (810,334) (1,061) (16,262) (1,592)

(834,444)
(1,809) (458,083) (1,259) (549) 2,743

(458,957)
Cash Flows from Financing Activities
Increase (decrease) in loans and financing Debentures paid Acquisition of shares in treasure department Increase (decrease) in payables to related parties Paid dividends Non-controllers interest Others
Cash Flows Generated by (Used in) Financing Activities
495,039 (34,281) (134,072) (128,642) (28,262)

169,782
154,874 (5,571) (93,824) (102,938) 93,947 (6,498)

39,990
Cash Flow
(234,113)
(261,979)
Cash and cash equivalents at the beginning of the period Cash and cash equivalents at end of the period
Changes in Cash Position
558,343 324,230
(234,113)
794,839 532,860
(261,979)
116
Glossary and Acronyms

Adjusted Net Income: Net income adjusted for non-recurring expenses with the IPO, restructuring costs and amortization of
goodwill from acquisitions and mergers and deferred taxes.

Anchor Stores: Large, well known stores with special marketing and structural features that can attract consumers, thus ensuring
permanent attraction and uniform traffic in all areas of the mall. Stores must have more than 1,000 m to be considered anchors.
Brownfield: Expansion project. CAGR: Compounded Annual Growth Rate. Corresponds to a geometric mean growth rate, on an annualized basis. CAPEX: Capital Expenditure. Correspond to the estimated resources to be disbursed in asset development, expansion or
improvement. The capitalized value shows the variation of property and equipment plus depreciation. CAPEX can also refer to others investments then real estate, such as IT projects, hardware and other unrelated investments.
CDI: (Certificado de Depsito Interbancrio or Interbank Deposit Certificate). Certificates issued by banks to generate liquidity. Its
average overnight annualized rate is used as a reference for interest rates in Brazilian Economy.
Debenture: debt instrument issued by companies to borrow money. Multiplans debentures are non-convertible, which means that
they cannot be converted into shares. Moreover, a debenture holder has no voting rights.
Deferred Income: Deferred key money and store buy back expenses. Seasonal Rent: Additional rent usually charged from the tenants in December, due to higher sales in consequence of Christmas
and extra charges on the month.

EBITDA Margin: EBITDA divided by Net Revenue. EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization. Net income (loss) plus expenses with income tax and social
contribution on net income, financial result, depreciation and amortization. EBITDA does not have a single definition, and this definition of EBITDA may not be comparable with the EBITDA used by other companies.
EPS: Earnings per Share. Net Income divided by the total shares of the Company minus shares held in treasury. Equity Pickup: Interest held in the subsidiary company will be shown in the income statement as equity pickup, representing the
net income attributable to the subsidiarys shareholders.

Expected Owned GLA: Multiplans interest in each shopping mall, including projects under development and expansions. Funds from Operations (FFO): Refers to the sum of adjusted net income, depreciation and amortization. GLA: Gross Leasable Area, equivalent to the sum of all the areas available for lease in malls, excluding merchandising. Greenfield: Development of new shopping center projects. IBGE: The Brazilian Institute of Geography and Statistics. IGP-DI Adjustment Effect: Is the average of the monthly IGP-DI increase with a month of delay, multiplied by the percentage GLA
that was adjusted on the respective month.

IGP-DI: (ndice Geral de Preos - Disponibilidade Interna) General Domestic Price Index. Inflation index published by the Getlio
Vargas Foundation, referring to the data collection period between the first and the last day of the month in reference, with disclosure date near the 20th of the following month. It has the same composition as the IGP-M (ndice Geral de Preos do Mercado), though with a different data collection period.
IPCA (ndice de Preos ao Consumidor Amplo): Published by the IBGE (Brazilian institute of statistics), it is the national
consumer price index, subject to the control of Brazils Central Bank.

Key Money (KM): Key money is the money paid by a tenant in order to open a store in a shopping center. The key money contract
when signed is accrued in the deferred revenue account and in accounts receivable, but its revenue is accrued in the key money revenue account in linear installments, only on the occasion of an opening, throughout the term of the leasing contract. Nonrecurring key money from new stores, of new developments or expansions (opened in the last 5 years), Operational key money from stores that are moving to a mall already in operation.
Landbank: Areas acquired by Multiplan for future development. Management Fee: fee charged from tenants and partners/owners to pay for shopping center administrative expenses. Merchandising: leasing of space not usable for tenant stores in advertising campaigns and includes revenue from kiosks, stands,
posters, leasing of pillar space, doors and escalators and other display locations in a mall.
Minimum Rent (or Base Rent): Minimum fixed rent paid by a tenant for a lease contract. Some tenants sign contracts with no fixed
base rent, and in that case minimum rent corresponds to a percentage of their sales.
Mixed-use: Strategy based on the development of projects that integrate shopping centers with office and residential
developments.
117
Net Operating Income (NOI): Refers to the sum of the operating income (Rental revenue and shopping expenses) and income
from parking operations (revenue and expenses). Revenue taxes are not considered. The NOI + KM also includes the key money revenues in the same period.
New Projects Expenses for lease: Pre-operational expenses from shopping center greenfields, expansions and office tower
projects, recorded as an expense in the income statement as determined by the CPC 04 pronouncement in 2009.
New Projects Expenses for sale: Pre-operational expenses generated by real estate for sale activity, recorded as an expense in
the income statement as determined by the CPC 04 pronouncement in 2009.

NOI Margin: NOI divided by Rental Revenue and net parking revenue. Occupancy cost: Is the occupancy cost of a store as a percentage of sales. It includes rent and other expenses (condo and
promotion fund expenses).

Occupancy rate: leased GLA divided by total GLA. Organic Growth: Revenue growth which is not generated by acquisitions, expansions and new areas added in the period. Overage Rent: The difference paid as rent (when positive), between the base rent and the rent consisting of a percentage of sales,
as determined in the lease agreement.

Owned GLA: or Company's GLA or Multiplan GLA, refers to total GLA weighted by Multiplans interest in each mall. Parking Revenue: Parking revenue is the net result of parking fees collected by the shopping centers less the amounts transferred
to the Companys partners and condominiums.

Potential Sales Value (PSV) or Total Sell Out: Refers to the total number of units for sale in a real estate development, multiplied
by the price of each of units offered for sale.

Sales: Sales reported by the stores in each of the malls. Same Area Rent (SAR): Rent of the same area of the year before divided by the areas rent of the current year, excluding vacancy. Same Area Sales (SAS): Sales of the same area of the year before divided by the areas GLA minus vacancy. Same store Rent (SSR): Changes on rent collected from stores that were in operation in both of the periods compared. Same store Sales (SSS): Sales of stores that were in operation in that year. Satellite Stores: Smaller stores with no special marketing and structural features located by the anchor stores and intended for
general retailing.
Straight Line Effect: Accounting method meant to remove volatility and seasonality of the minimum lease revenue. The criterion
adopted to account for revenue rent is based on straight-line revenues during the effectiveness of the contract, regardless of the receipt term.
Tenant Mix: Portfolio of tenants strategically defined by the shopping center manager. TJLP: (Taxa de Juros de Longo Prazo, or Long Term Interest Rate). The usual cost of financing conceived by BNDES. TR: (Taxa Referencial, or Reference interest rate). Average interest rate used in the market. Turnover: GLA of operating malls leased in the period divided by total GLA of operating malls. Vacancy: GLA of a shopping center available for lease. Shopping Center Segments:
Food Court & Gourmet Areas Includes fast food and restaurant operations Diverse Cosmetics, bookstores, hair salons, pet shops and etc Home & Office Electronic stores, decoration, art, office supplies, etc Services Sports centers, entertainment centers, theaters, cinemas, medical centers, banking, and etc. Apparel Women and men clothing, shoes and accessories stores
118

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Multiplan Empreendimentos Imobilirios S.A.

Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu

DELOITTE TOUCHE TOHMATSU Auditores Independentes

Roberto Paulo Kenedi Engagement Partner

2012 Deloitte Touche Tohmatsu. All rights reserved.

246,847 166,966 5,009 18,321 3,371 7,552 448,066

324,230 204,170 135,588 21,197 3,593 19,905 708,683

504,089 185,328 5,537 14,279 39,053 18,423 766,709

558,343 201,024 146,573 16,018 35,642 20,939 978,539

75,144 124,213 41,035 11,192 36,318 1,548 1,011 290,461

55,652 88,212 35,593 10,529 85,042 41,756 11,473 2,376 330,633

784,930 43,938 300,000 23,520 94,117 26,598 1,273,103

981,181 60,012 300,000 658 24,252 92,490 105,846 1,564,439

501,863 72,634 300,000 20,715 49,114 128,213 1,072,539

501,503 92,214 300,000 861 21,360 48,135 144,511 1,108,584

1,761,662 (21,016) (29,006) 962,947 367,216 (89,996) 258,802 3,210,609 3,210,609

1,761,662 (21,016) (34,258) 968,403 416,246 3,091,037 3,091,037

1,761,662 (21,016) (34,258) 968,403 414,101 3,088,892 127,468 3,216,360

Share issue costs (21,016) (21,016) (21,016) (21,016)

Legal reserve 21,481 21,481 36,325 36,325

Expansion reserve 249,344 (51,469) 197,875 379,921 (49,030) 330,891

Retained earnings 188,967 188,967 258,802 258,802

Legal reserve 21,481 21.481 36,325 36,325

Expansion reserve 249,344 (51.469) 197.875 379,921 (49,030) 330,891

(393,189) (5,947) (1,027) (475,874) (16,246) (892,283)

(5,195) (1,592) (1,061) (810,334) (16,262) (834,444)

540,569 4,546 (1,314) 543,801 (26,734) (73,619) (100,353)

86,998 43,414 130,412 526,191

10,291 62,157 72,448 411,624

922 48,802 49,724 563,112

1,523 65,105 66,628 438,850

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

5,778 83,511 25,307 114,596 132,452

19,146 60,359 41,971 121,476 67,221

3,402 3,402 37,099

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

(a) (b) (c) (d) (e)

72 1,526 58,826 2,066 62,490 70,920

Shareholders equity: Capital Accumulated losses

72,636 (3,760) 68,876 70,920

Multiplan Empreendimentos Imobilirios S.A.

Parque Shopping Macei S.A.

(2,128) 136 (1,992)

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Tax Tax on revenue Tax on revenue Service Tax

Abbreviation PIS COFINS ISS

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

CASH AND CASH EQUIVALENTS

Multiplan Empreendimentos Imobilirios S.A.