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Aliansce Shopping Centers S.A.


(Publicly-held company)

Quarterly information
June 30, 2010

Aliansce Shopping Centers S.A.


(Publicly-held company)

Quarterly information
June 30, 2010

Contents
Management report

3 - 28

Independent auditors report on special review

29 - 30

Balance sheets

31

Statements of income

32

Statements of changes in shareholders equity

33

Statements of cash flow

34

Notes to the quarterly financial statements

35 - 102

AlianscePresents2Q10ResultsandFinancialandOperating
Highlights

RiodeJaneiro,August12,2010AliansceShoppingCentersS.A.(Bovespa:ALSC3),oneofthelargestshoppingmallownersand
administratorsinBrazil,announcestodayitsresultsforthesecondquarterof2010.Unlessstatedotherwise,alloperatingand
financialinformationhereinisexpressedinBrazilianreaisandbasedonconsolidatedfigures,pursuanttoBrazilianCorporate
Law.

TheCompanysmanagerialinformation,basedonitsconsolidatedfinancialstatements,waspreparedtoreflectandconsolidate
the69.62%interestheldbyAliansceinViaParqueShoppingandtheexclusionasofthesecondquarterof2009ofShopping
Leblon from our portfolio, which occurred in November 2009. To analyze the reconciliation of the consolidated financial
statementsandthemanagerialinformation,pleaseseethecommentsintheAppendicessection.

2Q10HighlightsandRecentEvents

ThefinancialinformationhighlightedbelowismanagerialandwasbasedontheCompanysconsolidatedfinancialstatements:

SalesintheCompanysshoppingmallsgrewby24.2%in2Q10,whilesameareasales(SAS)andsamestoresales(SSS)
increased9.3%and10.0%,respectively.

Netincomegrewby134.4%fromthesameperiodof2009,reachingR$16.3million.

Grossrevenueincreased31.7%in2Q10toR$52.1million.

In 2Q10, NOI posted growth of 32.7% to R$40.2 million, versus R$30.3 million in 2Q09, while NOI margin stood at
90.4%.

AdjustedEBITDAgrewby23.3%inrelationto2Q09toR$31.1million,whileadjustedEBITDAmarginstoodat64.0%;

AdjustedFFOgrewby65.8%toR$33.8million,fromR$20.3millionin2Q09.AdjustedFFOmarginwas69.6%in2Q10.

Themallsoccupancyratestoodat98.1%,excludingShoppingSantarsula,whichisbeingredeveloped,andBoulevard
ShoppingBraslia,whichisinitsleasingphase.

In 2Q10, investments in greenfield projects and mall expansions totaled R$48.2 million. Boulevard Shopping Belo
Horizonte,whichalreadyhas87%ofitsGLAleased,remainsonschedule,withthemallsopeningexpectedinOctober
2010andthekeysdeliveredtotenantsattheendofJulysotheycanbeginworksandpreparations.ShoppingMacei
advancedintheprojectdetailingphase,withlaunchexpectedfor4Q10.

OnJuly13,2010,theCompanyannouncedanagreementtodevelopthemallParqueShoppingBelminBelm,Par.
TheprojecthasGLAofapproximately23,000sqmand170stores. Alianscewillholda50%interestandberesponsible
for planning, leasing and management. The mall will be launched on August 19, 2010 and we are already under
negotiationswithkeyanchorsandmegastores,formoredetailsseetheGrowthDriverssection.

On July 27, 2010, the Company acquired an additional fraction of 2.06% in Super Shopping Osasco. With this
acquisition,Alianscenowholdsa33.58%interestinthecenterandadded363.4sqmofownGLAtoitsportfolio.

2Q10

2Q09

2Q10/2Q09
?%

1H10

1H09

1H10/1H09
?%

FinancialPerformanceManagerialInformation
Grossrevenue
52,092
Netrevenue
48,548
NOI
40,235
Margin%
90.4%
AdjustedEBITDA
31,083
Margin%
64.0%
NetIncome
16,336
Margin%
33.6%
AdjustedFFO
33,800
Margin%
69.6%

39,542
36,922
30,327
90.6%
25,216
68.3%
6,970
18.9%
20,388
55.2%

31.7%
31.5%
32.7%
0.2p.p.
23.3%
4.3p.p.
134.4%
14.8p.p.
65.8%
14.4p.p.

102,572
95,189
77,360
89.1%
62,132
65.3%
24,627
25.9%
59,478
62.5%

77,748
72,532
59,000
89.8%
49,003
67.6%
12,527
17.3%
33,324
45.9%

31.9%
31.2%
31.1%
0.7p.p.
26.8%
2.3p.p.
96.6%
8.6p.p.
78.5%
16.5p.p.

OperationalPerformanceManagerialInformation
Sales/sq.m
859.2
Totalrent/sq.m.
55.6
SAS/sq.m.(salesonsamearea)
850.3
SAR/sq.m.(rentsonsamearea)
48.1
SSS/sq.m.(samestoresales)
854.5
SSR/sq.m.(samestorerent)
48.6
Sales
932,480
Occupancycosts(%ofsales)
9.9%
LatePayments
1.0%
Occupancy
98.1%
TotalGLA(sq.m.)
423,290
OwnGLA(sq.m.)
225,638
GLAreportedsales(averagesq.m.)
361,748

780.5
53.1
777.8
45.7
776.7
46.8
750,829
10.3%
1.3%
98.5%
363,385
182,693
320,658

10.1%
4.8%
9.3%
5.3%
10.0%
4.0%
24.2%
0.3p.p.
28.4%
0.4p.p.
16.5%
23.5%
12.8%

819.4
56.1
823.8
48.1
823.6
48.4
1,762,673
10.4%
2.4%
98.1%
423,290
225,638
358,528

734.5
53.7
731.2
45.4
728.9
45.9
1,411,524
10.8%
2.9%
98.5%
363,385
182,693
320,290

11.6%
4.5%
12.7%
5.9%
13.0%
5.5%
24.9%
0.4p.p.
18.8%
0.4p.p.
16.5%
23.5%
11.9%

Mainindicators

Monthlyaverage.DoesnotincludeShoppingSantarsula(underredevelopmentprocess)
DoesnotincludeShoppingSantarsulaandBoulevardShoppingBraslia
Note:Includestheconsolidationofthe69.62%oftheinvestmentinViaParqueShoppingandexcludes
70%ofShoppingLeblons2Q09result.

MessagefromManagement

Inthesecondquarterof2010,AliansceShoppingCenterscontinuedtoregisterexcellentresults,withsalesatourmallsgrowing
24.2%fromthesameperiodof2009.

Sameareasales(SAS)andsamestoresales(SSS)postedstrongperformancesintheperiod,growingby9.3%and10.0%,
respectively.TheseresultsdonotincludethecontributionfromBoulevardShoppingBelm,amallthathasbeeninoperation
forlessthanoneyearandwhosegrossrevenueisequivalentto13.6%ofthecompanystotal.Occupancyatthecompanys
mallsendedthequarterat98.1%.

Insecondquarter,managerialconsolidatedgrossrevenuegrewtoR$52.1million,increasing31.7%overthesamequarterof
2009.NetOperatingIncome(NOI)increasedby32.7%toR$40.2million.Inthesameperiod,adjustedEBITDAreachedR$31.1
million,growing23.3%.ManagerialconsolidatedNOImarginstoodat90.4%,withmanagerialadjustedEBITDAmarginof64.0%.
AdjustedFFOincreasedby65.8%toR$33.8millioninthesecondquarter,fromR$20.4millioninthesameperiodlastyear.
AdjustedFFOmarginwas69.6%,whilenetincomeinthequarterwasR$16.3million.

Aliansceisthecompanywiththeyoungestportfoliointhesector,carryinghighpotentialforgrowth.TheCompanysNew
GenerationAssets,whichhavebeeninoperationlessthanfiveyears,accountsfor43.7%ofourownGLA.Thisgroupofassets
registeredgrowthof21.2%inSSSoverthesameperiodof2009.
WiththeopeningofBoulevardBeloHorizonte,whichisscheduledtoopenattheendofOctober,theNewGenerationAssets
willrepresentapproximately50%ofownGLA.BoulevardBeloHorizonte,thesecondlargestmallinBeloHorizonte,has90%of
itsGLAcommittedbytenants.

InJuly2010,Aliansceacquireda58,000sqmlandparcelinBelmforthedevelopmentofParqueShoppingBelm.Themallwill
haveaGLAofapproximately23,000sqmandleasingwillcommenceduringformallauncheventonAugust19.
Weareseekingtomaximizetheconstructionpotentialofourprojectsthroughexpansionsandmixeduseprojects.Bytheendof
2011,expansionprojectswillincreaseourGLAby28,000sqm.

Wecontinuetofocusoureffortsongrowththroughhighqualityassetsandarecommittedtoprovidetransparencyinallour
initiatives,thusallowingourshareholderstoaccompanythereturnontheirinvestment.Increasingtheefficiencyofour
businessremainsapriority,asweseektocreategreatervalueforourshareholders.

Management

OurPortfolio

Inadditiontoitsgeographicdiversity,withshoppingmallslocatednationwide,Alianscesportfolioalsotargetsawiderangeof
incomegroups.

TofacilitatetheunderstandingoftheCompanysgrowthinthecomingyears,wehavedividedtheportfoliointothreegroupsin
accordancewiththetimeinoperationorcurrentphaseofeachasset:

OwnGLApergroup
2Q09

2Q10

64.1%

48.5%
30.8%

7.8%

5.1%
Core

43.7%

New
Next
Generation Generation

Alianscecurrentlyholdsinterestsin13mallsinoperation,withatotalownGLAinoperationofapproximately226,000sqm,
and three more malls under development (one under construction and scheduled to open in October 2010), with a further
59,500sqmofownGLAunderdevelopment.Italsoactsasaserviceprovider,responsiblefortheplanning,managementand
leasingofninemallsownedbythirdparties,withatotalGLAof137,000sqm.

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

State

%Aliansce

GLA

OwnGLA

Occupancy
rate

Services
rendered

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

45.55%
38.00%
69.62%
30.52%
25.00%
40.00%
31.52%
100.00%
50.00%
37.50%
40.00%
50.00%
75.00%
100.00%
100.00%
44.58%
53.31%

57,636
35,566
53,937
17,323
35,801
23,008
17,641
46,318
26,542
23,088
25,649
16,925
34,394
2,108
2,108
5,246
423,290

26,252
13,515
37,551
5,287
8,950
9,203
5,560
46,318
13,271
8,658
10,260
8,462
25,796
2,108
2,108
2,339
225,638

98.8%
99.5%
99.7%
99.6%
99.1%
98.2%
95.2%
99.9%
96.7%
83.6%
98.1%
79.5%
91.4%
100.0%
100.0%
100.0%
98.1%

ML
ML
ML
ML
ML
ML
L
ML
ML

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

MG
AL
PA

70.00%
50.00%
50.00%
58.48%

43,045
35,470
23,000
101,515

30,132
17,735
11,500
59,367

ML
ML
ML

524,805

285,004

Totalportfolio
(M)Management|(L)Leasing

Ownershipinterestdetainedfromtwocondominiums41,59%ofNaciguatand71.49%ofRiguat.


SalesPerformance

SalesAnalysis2Q10

SalesintheCompanysshoppingmallscontinuedtogrowin2Q10,
24.2%
totaling R$932 million, an increase of 24.2% in relation to the
same period in 2009. In 1H10, reported sales followed the same
growth trend as the quarterly sales, reaching R$1.8 billion and
growthof24.9%inrelationto1H09.

10.0%
9.3%
The second quarter of 2010 was positively affected by seasonal
events, such as Mothers Day and Valentines Day, on the other
5.1%
handwasnegativelyimpactedbytheWorldCup,especiallyonthe
dayswhentheBraziliannationalteamplayed.Theshoppingmalls
withthestrongestgrowthinsalesin2Q10wereShoppingGrande
IPCA
SAS
SSS
TotalSales
Rio, Caxias Shopping and Bangu Shopping, which posted sales
growthof25.9%,25.3%and20.6%,respectively.

The opening of Boulevard Shopping Belm in November 2009 and the maturation of the other malls classified under New
Generation Assets led to stronger sales growth in this group, of 63.8% in 2Q10 versus 2Q09, compared to the variation of
10.7%ofthemallsclassifiedunderCoreAssets.

In2Q10,samestoresales(SSS)andsameareasales(SAS)grewby10.0%and9.3%,respectively.Analyzingsamestoresalesby
group,CoreAssetspostedgrowthof5.2%whileNewGenerationAssetsrecordedgrowthof21.2%.

SSS(R$/m)

Sales(R$million)
932
751
666
448

24.2%

CoreAssets

5.2%
847.5

21.2%

891.4

788.2
650.3

2Q09

New Generation

2Q10

2Q09

2Q10

Monthlyaverage

2Q10

2Q09

1Q10/1Q09
%

1H10

1H09

1H10/1H09
%

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

257,591
74,180
86,813
45,414
78,469
59,971
43,786
86,332
48,737
24,991
43,040
19,865
63,291

240,532
62,770
75,112
40,663
62,316
57,906
44,645
71,559
41,451
19,526
34,350
n/a
n/a

7.1%
18.2%
15.6%
11.7%
25.9%
3.6%
1.9%
20.6%
17.6%
28.0%
25.3%
n/a
n/a

496,851
134,980
170,626
84,651
146,314
114,195
83,750
166,240
91,582
45,569
79,716
34,146
114,053

462,286
113,736
148,337
73,004
116,850
105,503
80,697
133,601
75,430
40,577
61,503
n/a
n/a

7.5%
18.7%
15.0%
16.0%
25.2%
8.2%
3.8%
24.4%
21.4%
12.3%
29.6%
n/a
n/a

Total

932,480

750,829

24.2%

1,762,673

1,411,524

24.9%

GLAreportedsales(averagesq.m.)

361,748

320,658

12.8%

358,528

320,290

11.9%

Salespershopping
(AmountsinthousandsofReais)

FinancialHighlights

GrossRevenue

Gross revenue increased by 31.7% in 2Q10 and 31.9% in 1H10 in


relation to the same period of 2009, mainly due to the opening of
Boulevard Shopping Belm in November 2009 and the higher
revenue from shopping malls as well as from services and parking.
Excluding Boulevard Shopping Belm and Boulevard Shopping
Braslia,grossrevenuegrewby11.9%in2Q10and12.3%in1H10.

Boulevard Shopping Belm opening also impacted the straightline


rentrevenueofR$2.4millionin2Q10andR$4.2millionin1H10.

Services
rendered
10.2%
Transfer
Fee
0.3%

RevenuesBreakdown 2Q10

Parking
11.3%
Stands/
Kiosques
Percentage
7.2%
rent
7.9%

KeyMoney
6.0%

ManagerialFinancialInformation

Revenuespertype

2Q10

2Q09

Minimum
rent
84.9%

Rent
71.5%

1Q10/1Q09
%

1H10

1H09

1H10/1H09
%

(AmountsinthousandsofReais,exceptpercentages)

Rentals

35,245

26,942

30.8% 69,461

53,026

31.0%

KeyMoney

3,109

2,198

41.4% 6,094

4,253

43.3%

Parking

5,895

3,717

58.6% 10,647

7,489

42.2%

Transferfee

147

115

27.8% 259

298

13.1%

Servicesrendered

5,301

4,519

17.3% 11,860

9,107

30.2%

StraightlinerentadjustementCPC06

2,395

2,051

16.8% 4,251

3,575

18.9%

Total

52,092

39,542

31.7% 102,572

77,748

31.9%

2Q10

2Q09

ManagerialFinancialInformation

1Q10/1Q09
%

1H10

1H09

1H10/1H09
%

(AmountsinthousandsofReais,exceptpercentages)

Revenuesperventure
ShoppingIguatemiSalvador

9,210

9,097

1.2% 18,412

17,974

2.4%

ShoppingTaboo

2,594

2,729

4.9% 5,153

5,040

2.2%

ViaParqueShopping

5,746

4,560

26.0% 10,734

9,561

12.3%

BoulevardShoppingCampinaGrande

586

538

8.9% 1,146

1,019

12.5%

ShoppingGrandeRio

2,062

1,717

20.1% 3,993

3,382

18.1%

CariocaShopping

2,147

1,594

34.7% 4,164

3,373

23.5%

SupershoppingOsasco

1,064

1,120

5.0% 2,149

2,227

3.5%

BanguShopping

7,565

6,432

17.6% 14,554

12,548

16.0%

SantanaParqueShopping

2,549

2,509

1.6% 4,976

5,201

4.3%

ShoppingSantarsula

655

614

6.7% 1,221

761

60.4%

CaxiasShopping

1,711

1,428

19.8% 3,377

2,712

24.5%

BoulevardShoppingBraslia

820

63

n/a 1,360

126

n/a

BoulevardShoppingBelm

7,088

n/a 14,024

n/a

C&AStores

599

571

4.9% 1,198

1,142

4.9%

Servicesrendered

5,301

4,519

17.3% 11,860

9,107

30.2%

StraightlinerentadjustementCPC06

2,395

2,051

16.8% 4,251

3,575

18.9%

Total

8
52,092 39,542

31.7% 102,572

77,748

31.9%

ShoppingIguatemiSalvadorandShoppingTaboorecordedmoderategrowthintotalrevenueinthefirstsixmonths,duetothe
low turnoverandthe impact from the deflation measured by the IGPprice index on lease price adjustments. This trend was
offsetbythegoodperformanceofoveragerentduetothestrongersalesintheperiod.Inaddition,ShoppingTabooposted
higherrevenuefromkeymoneyin2Q09inrelationto2Q10.

Shopping Grande Rio showed strong growth in total revenue in 2Q10 versus 2009, reflecting the leasing of stores from the
mallsexpansionduringthe2Q09.

Bangu Shopping maintained its excellent performance recorded in previous quarters in both minimum and overage rent and
kiosks.

ContractualrenewalsexplainedalargepercentofthegrowthintotalrevenueatViaParqueShopping.

TheopeningofBoulevardShoppingBelminNovember2009helpedtodilutetherelativerevenueshareofeachmallinthe
Companysportfolio,inboth1H10and2Q10,correspondingto13.7%ofgrossrevenue.

Leasing revenue from the Companys shopping malls grew by 30.8% in 2Q10 in relation to 2Q09, and by 31.0% in 1H10 in
relationto1H09.Inadditiontothebetterperformanceofourmallsintheperiod,theopeningofBoulevardShoppingBelm
andBoulevardShoppingBrasliain2009alsocontributedtorevenuegrowth.

RentalRevenuespershopping

2Q10

2Q09

1Q10/1Q09
%

1H10

1H09

1H10/1H09
%

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

8,733
1,906
3,600
570
1,583
1,692
895
5,549
1,865
453
1,119
749
5,933
598

8,662
1,862
3,325
517
1,375
1,534
909
4,680
1,841
558
1,045
63

571

0.8%
2.4%
8.3%
10.3%
15.1%
10.3%
1.5%
18.6%
1.3%
18.8%
7.1%
1088.9%
n/a
4.7%

17,481
3,807
7,288
1,113
3,100
3,429
1,788
10,597
3,643
827
2,282
1,254
11,655
1,197

17,056
3,645
6,870
990
2,723
3,060
1,783
9,152
3,700
705
2,074
126

1,142

2.5%
4.4%
6.1%
12.4%
13.8%
12.1%
0.3%
15.8%
1.5%
17.3%
10.0%
895.2%
n/a
4.8%

Total

35,245

26,942

30.8%

69,461

53,026

31.0%

CostofRentalsandServices

TheopeningsofBoulevardShoppingBelmandBoulevardShoppingBraslialedtoanincreaseinthecostofrentalsandservices
of42.2%in2Q10and37.4%in1H10inrelationtothesameperiodslastyear.NewmallsgeneratedadirectincreaseofR$4.8
millionindepreciationexpensesandR$2.5millioninmalloperatingexpenses.Forthesamereason,parkingcostsinthe1H10
increasedby32.8%over1H09andcorrespondedto4.1%ofnetrevenuesinbothperiods.Inthe2Q10,preoperatingexpenses
declined41.8%,whileleasingandplanningcostsincreasedby107.1%versus2Q09.

ManagerialFinancialInformation

2Q10

Costspertype
Depreciationofproperties

Mallsoperationalcosts
Parkingcosts

Preoperationalexpenses
LeasingandPlanningcosts

Allowanceofdoubtfulaccounts

Total

15,615

1Q10/1Q09
1H10
1H09
?%
(Amountsinthousandsof Reais,exceptpercentages)

1H10/1H09
?%

8,033
5,423
2,949

66.9%

2,935
2,212
1,269

26.3%
9.9%

22,821

37.4%

2Q09

6,804
3,557
2,295

876
1,379

704

4,115
2,724
1,563

65.3%
30.6%
46.8%

13,406

7,622
3,916

1,504
666
409

41.8%
107.1%
72.1%

2,163
2,431
1,814

10,981

42.2% 31,352

40.5%
32.8%

42.9%


GrossIncome

Gross income continued to follow an upward trend in both 2Q10 and 1H10,
growing 27.0% and 28.4%, respectively. In 2Q10, gross income was R$32.9
million, versus R$25.9 million in the same period last year, reflecting the
openingoftwonewmalls(BoulevardShoppingBelmandBoulevardShopping
Braslia)andthegoodperformanceofourportfolio.

GrossIncome(R$thousands)
28.4%
49,711
27.0%
32,933

OperatingIncome(Expenses)

25,941

2Q09

(Expenses)/Operatingincome(R$
thousands)
2T09

2T10

1H09

63,837

1H10

(7,384)
(9,733)

(15,716)
(18,570)
2009figuresexcludes anextraordinaryrevenuefromlaw
suits

1H09

2Q10

1H10

TheCompanysoperatingexpensesincreasedby646.4%in2Q10andby92.7%
in 1H10 in relation to the same periods in 2009. Excluding the extraordinary
revenue in 2Q09 resulting from a lawsuit (R$ 6.1 million), the operating
expensesincreasedby31.8%in2Q10andby18.2%in1H10.

G&A expenses increased 42.3% in 2Q10 and 38.5% in 1H10 from the same
periods last year, partially due to the payment of bonuses to the Companys
executives.

Depreciation and amortization expenses increased by 3.9% in 2Q10 and by


18.8% in 1H10 due to the start of amortization of deferred (preoperational)
expensesfromBoulevardShoppingBelmandBoulevardShoppingBraslia.

Other operating revenues and expenses fell by 86.7% in 2Q10 due to the
extraordinarygainfromtheR$6.1millionlawsuitmentionedearlier.

ManagerialFinancialInformation

2Q10

Operating(Expenses)/Income
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortization

2Q09

(9,706)

Total

(9,733) (7,384)

(856)
829

(6,820)

113

Lawsuits

Total

1H10

1H09

1H10/1H09
?%

(Amountsinthousandsofreais,exceptpercentages)

(824)
6,227


(9,733)

(1,304)

(6,080)

OtherOperating(Expenses)/Income

1Q10/1Q09
?%

42.3% (16,925)
100.0%

3.9% (1,949)
86.7%
304

100.0%

(1,641)
3,980

92.4%

646.4% (18,570) (9,636)


100.0%

(6,080)
31.8% (18,570) (15,716)

FinancialResult

Net financial expenses decreased by R$18.2 million or 93.6% in 2Q10 and by


R$14.5 million in 1H10, reflecting the higher financial income and the markto
marketoftheSWAPoperation(Law11,638).

TheproceedsfromtheIPO(R$430million),occurredinlateJanuary2010,ledto
an increase of R$12.5 million in financial income. In addition, interest expenses
decreased by R$1.4 million and the adjust to marktomarket of the SWAP
operation(Law11,638)representedagainofR$7.3millionin2Q10,versusaloss
ofR$12.9millioninthesameperiodof2009.

10

(12,221)

246

38.5%
18.8%
92.7%
100.0%
18.2%

Financial Expenses(R$Thousands)
2Q09

2Q10

1H09

1H10

(1,247)

(11,130)

(19,492)
(25,620)

NetIncome
Netincome(R$Thousands)
96.6%

24,627

134.4%
16,336
12,527
6,970

2Q09

2Q10

1H09

1H10

TheCompanypostedanetincomeofR$16.3millionin2Q10,up134.4%from
2Q09,withnetmarginof33.6%,versus18.9%lastyear.In1H10,netincome
wasR$24.6million,96.6%higherthanin1H09,withnetmarginof25.9%.Net
income growth was driven by the opening of new projects in 2009, the
excellent performance of malls in 1H10, the strengthening of the Companys
capitalstructureduetotheIPOonJanuary27,2010andtheajusttomarkto
marketoftheSWAPcontract.

NetOperatingIncome(NOI)

The expansion of our portfolio and the maturation of recently inaugurated malls led to a NOI growth of 32.7% in 2Q10 and
31.1%in1H10,totalingR$40.2millionandR$77.4million,respectively.

ManagerialFinancialInformation

2Q10

2Q09

1Q10/1Q09
?%

1H10

1H09

1H10/1H09
?%

(Amountsinthousandsofreais,exceptpercentages)

NOI

37,787
3,109
3,600
44,496

29,108
2,198
2,154
33,460

29.8%
41.4%
67.1%
33.0%

73,971
6,094
6,731
86,796

56,899
4,253
4,540
65,692

30.0%
43.3%
48.3%
32.1%

()Costofrentalsandservices
(+)Preoperatingexpenses
(+)Marketingandplanningcosts
(+)Depreciationandamortization

(13,320)
876
1,379

6,804

(9,418)
1,504
666
4,115

41.4%
41.8%
107.1%
65.3%

(27,436)
2,163
2,431

13,406

(19,872)
2,935
2,212
8,033

38.1%
26.3%
9.9%
66.9%

(=)NOI

40,235
90.4%

30,327
90.6%

0.2p.p.

77,360
89.1%

59,000
89.8%

0.7p.p.

Rents
Assignmentofusagerights
Parkingrevenues
OperationalIncome

MarginNOI

32.7%

31.1%

AdjustedEBITDA

TheCompanysadjustedEBITDAtotaledR$31.1millionin2Q10,a23.3%increasefrom2Q09,withEBITDAmarginof64.0%.In
1H10,adjustedEBITDAgrewby26.8%over1H09toR$62.1million,withEBITDAmarginof65.3%.

ManagerialFinancialInformation

NetRevenues

()Costs
()Expenses
(+)Depreciationandamotization

(=)EBITDA

(+)/()Nonrecurring(expenses)/income(*)
(+)Properationalexpenses
()Lawsuits
(+/)Others

(=)AdjustedEBITDA

MarginadjustedEBITDA

1Q10/1Q09
1H10/1H09
1H10
1H09
?%
?%
(Amountsinthousandsofreais,exceptpercentages)

2Q10

2Q09

48,548
(15,615)

(9,733)
7,660

30,860
223

876

(653)

36,922
(10,981)

(1,304)
4,939

31.5%
42.2%
646.4%
55.1%
4.3%

29,576
(4,360)
1,504
(6,080)
216

105.1%
41.8%
n/a
402.3%

31,083
64.0%

25,216
68.3%

4.3p.p.

11

23.3%

95,189
(31,352)

(18,570)
15,355
60,622
1,510
2,163

(653)

72,532
(22,821)

(9,636)
9,674

31.2%
37.4%
92.7%
58.7%
21.9%

49,749
(746)
2,935
(6,080)
2,399

302.4%
26.3%
n/a
127.2%

62,132
65.3%

49,003
67.6%

2.3p.p.

26.8%

FFOandAdjustedFFO(AFFO)

The higher operating income from the opening and maturation of new malls and the structuring of longterm funding
operations (with grace periods for payment of interest and principal) resulted in a 65.8% increase in the Companys AFFO in
2Q10inrelationto2Q09,fromR$20.4milliontoR$33.8million,withtheAFFOmarginincreasingfrom55.2%to69.6%.In1H10,
thisgrowthwas78.5%inrelationtothesameperiodlastyear.

ManagerialFinancialInformation

2Q10

2Q09

FFO

1Q10/1Q09
?%

1H10

1H09

1S10/1S09?%

(Amountsinthousandsofreais,exceptpercentages)

NetIncome

(+)DepreciationandAmortization

(=)FFO

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

(=)AdjustedFFO

MarginAFFO%

16,336

7,660

23,996

223

(7,313)

13,026

3,868

33,800

69.6%

6,970

4,939

11,909

(4,360)

12,946

4,125

(4,232)

20,388

55.2%

134.4%
55.1%

101.5%

105.1%

n.a

215.8%

191.4%

65.8%

14.4p.p.

24,627

15,355

39,982

1,510

(8,138)

20,753

5,371

59,478

62.5%

12,527

9,674

22,201

(746)

10,745

4,555

(3,431)

33,324

45.9%

96.6%
58.7%
80.1%
302.4%
175.7%
355.6%
256.5%
78.5%
16.5p.p.

CAPEX

CAPEX totaled R$48.2 million in 2Q10 and R$89.2 million in 1H10. Most of the investments were allocated to the malls
Boulevard Shopping Belo Horizonte and Boulevard Shopping Belm, as well as to the expansions on operating malls and the
redevelopmentofShoppingSantarsula.Formoredetails,seetheGrowthDriverssection.

OperatingHighlights

The Companys malls performance indicators continued to improve in 2Q10, with increases in the net operating income per
square meter (NOI/sqm), in the occupancy rate and in sales per square meter and a reduction in the occupancy cost. The
followingchartspresentshistoricaldataandcomparisonswithpriorquarters:

NetOperatingIncome(NOI/sqm)

NOI(R$/m)
52.9
49.8

59.4
49.2

41.7

43.4

1stQuarter

2ndQuarter
2008

Monthly average

51.2
46.5

3rdQuarter
2009
2010

56.0
51.1

4thQuarter

In 2Q10,NOI/sqm continued to improve,increasingby20.8% from


2Q09,mainlyduetothegoodperformanceofthenewprojects,in
linewithportfoliogrowth.

Samestorerent(SSR)

SSR(R$/m)

SSRincreasedby4.0%in2Q10and5.5%in1H10.Asexpected,theanalysis
oftheincreaseinsamestorerentpergroupconfirmedthehighergrowth
inNewGenerationAssetsthaninCoreAssets.

Consideringthattheopeningofthreeassets,or73%oftheownGLAofthe
NewGenerationAssetsgroup(BanguShopping,SantanaParqueShopping
andCaxiasShopping)occurredinthefourthquarter,weobservedahigher
concentration of adjustments in the fourth quarter. This means that the

12

CoreAssets

New Generation

3.4%
52.4

2Q09

54.2

2Q10

Monthly average

5.4%
36.5

38.5

2Q09

2Q10

SSRgrowthofNewGenerationAssetsisbeingnegativelyimpactedbythedeflationmeasuredbytheIGPindexin4Q09(1.3%
onaverage).

OccupancyRate

Occupancy(%)
98.6%

2Q09

98.6%

3Q09

98.1%

4Q09

98.0%

1Q10

98.1%

2Q10

The occupancy rate ended 2Q10 at 98.1%, remaining in line with the last two
quarters. We expect the occupancy rate to continue an upward trend in the
second half of 2010, not only due to the inauguration of some expansions, but
also due to the positive impact on the leasing process in this period, which
obviouslyisthebesttimeforretailers.

OccupancyCost(%ofsales)

Occupancycost(%)

Thecompanysoccupancycostspreviouslyannouncedincludedunduly,dueto
asystemfault,tenantsthatdonotreportsalesandsoldstorestoitsfigures.In
the 1Q10, the occupancy cost was 10.8% and not the 13.4% disclosed in our
last report, and the correct figure in 1Q09 was 11.3%, and not 14.7%. In the
2Q10 we were able to reduce even further our occupancy cost to 9.9%, or
down0.4p.p.from2Q09.

GrowthDrivers

CoreAssets

10.0%

9.7%

2Q09

2Q10

New Generation

10.7%

10.7%

2Q09

2Q10

TheexpansionandgreenfieldprojectscurrentlyintheCompanyspipelinepointtoanincreaseinownGLAof25.6%bytheend
of2011and41.5%bytheendof2012,whenweshouldreachownGLAofapproximately320,000sqm.

OwnGLAevolution

Macei+
ParqueShopping Belm
319,349
29,235

Boulevard BH

19,627

30,132

6,815

225,638
7,903
41.5%

2Q10

2010

2011
Expansions

2012

Developments

13

End2012

GREENFIELDProjects

BoulevardShoppingBeloHorizonte

WiththeopeningscheduleforOctober,BoulevardShoppingBeloHorizontehasalready87%ofitsGLAleased.Duetochanges
intheofficetowerproject,theinfrastructureandfacadeworkssufferedbudgetincreasesofapproximatelyR$10million,butwe
expectthatthisincreasewillbemorethanoffsetbythefinancialreturnresultingfromtheofficespace,fromwhichweexpect
anadditionalrevenueofR$28millionatshare.Attheendof2Q10,theinvestmentsmadeinthedevelopmentreached81%of
thetotalbudgeted,inlinewithourschedule.Thestorekeyshavealreadybeenhandovertothetenantssotheycanbegintheir
works.

BoulevardShoppingBeloHorizonte
State
MG
GLA
43,045sq.m.
Launch
June,2008
ExpectedOpening
October,2010
Ownership
70%
%leased
87%
IRR(p.a.)
15%
%Aliansce
CDU
R$11.3million
CAPEX
R$193.2million
%ofCapexinvested 81%
NOI1styear
R$14.7million
NOI3rdyear
R$17.6million

ShoppingMacei

After advance in the detailing of the malls project, we expect to have the municipal approvals by next quarter. The mall is
scheduledtolaunchinthe4Q10.
ShoppingMacei
State
GLA
Launch
ExpectedOpening
Ownership
IRR(p.a.)
%Aliansce
CDU
CAPEX
%ofCapexinvested
NOI1styear
NOI3rdyear

ParqueShoppingBelm

AL
35,470sq.m.
4Q10
2012
50%
17%
R$5.5million
R$82.1million
17%
R$7.8million
R$9.8million

OnJuly13,2010,theCompanyannouncedanagreementtodevelopParqueShoppingBelminBelm,Par.Themallwillbe
launchedonAugust19,2010andwearealreadyundernegotiationswithkeyanchorsandmegastores.

Thesitehasatotalareaof58,000sqmandhasconstructionpotentialforincludingamixeduseproject,suchasofficebuildings.
The region of the city where the mall will be located has grown significantly in recent years and is where various national
buildersarelaunchingnewresidentialdevelopments.

TheprojecthasaGLAofapproximately23,000sqm,170stores,includingfiveanchorsandfivemegastores,amovietheater,a
leisure area and 1,200parking spaces. Aliansce will hold a 50% interest and will be responsiblefor the planning, leasing and
management.

14


The project strengthens our operations in Brazils North region, especially in the metropolitan area of Belm, where in
November2009weinauguratedBoulevardShoppingBelm.

ParqueShoppingBelm
State

PA

GLA

23,000sq.m.

Launch

August,2010

ExpectedOpening

1 semester2012

st

Ownership

50%

IRR(p.a.)

17%

%Aliansce
CDU

R$5.7million

CAPEX

R$63.5million

%ofCapexinvested 0%
NOI1styear

R$6.7million

NOI3rdyear

R$7.9million

Expansions

OngoingProjects

Projectsduetobeinauguratedwiththenext12monthswilladd15,495sqmtotheCompanysownGLA.

OngoingProjects
CariocaShoppingExpansion
IguatemiSalvadorExpansion
BanguShoppingExpansion
CampinaGrandeExpansionPhase01
BanguShoppingExpansionMedicalCenter
BanguShoppingExpansionOffices
Total

State

Opening

GLA
(sq.m.)

%
Aliansce

OwnGLA
(sq.m.)

CAPEX

RJ
BA
RJ
PB
RJ
RJ

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

622
4,434
5,810
3,579
2,000
4,500

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

249
1,844
5,810
1,092
2,000
4,500

2.4
8.3
22.3
4.0
2.8
7.4

15,495

47.2

20,945

ExpansionofCariocaShopping

The renovation of Carioca Shopping began in 2009, focusing on the malls


secondfloor.In2Q09,weapprovedanadditionalinvestmentofapproximately
R$6 million to change the flooring, ceilings, lighting, escalators and elevators,
and to enclose an open area. The renovation adds value to the mall and, in
addition,itsGLAwasincreasedby622sqm.ThenewGLAfromtheexpansionis
already 100% leased, with 70% of this area already inaugurated and the
remaindertobeopenedin4Q10.

15

%Aliansce(R$million)
KeyMoney NOI1st
year
0.0
0.3
2.1
1.4
3.2
3.7
0.1
0.5
0.2
1.1
0.5
2.5
4.7

9.5

NOI3rd
year
0.3
1.5
4.2
0.5
1.1
3.0
10.6

%Leased

IRR
(a.a.)

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

15%
26%
27%
16%
40%
40%

ExpansionofIguatemiSalvador

With the opening scheduled for the second half of November, the expansion of
Iguatemi Salvador includes a new anchor store and 2 megastores. This project
strengthens the malls mix, with the entry of tenants Leader Magazine and Casas
Bahia. This expansion will add 4,434 sqm of GLA to the mall. In addition to the
expansion, the main food court will be renovated (see illustration), with opening
scheduled for the first half of December. The project also includes a deck parking
facility that will add 300 parking spaces to the mall, which receives nearly 600,000
vehiclespermonth.

ExpansionofBanguShopping

The mall has already begunanotherexpansion that willadd12,110 sqm of GLA by the end of3Q11. The expansion includes
threephases,withthefirstphasetobeinauguratedin4Q10.

1stPhase:With5,810sqmofGLAandopeningscheduledfor4Q10,theexpansionwilladdtwonewanchorstores(Riachuelo
andMarisa),34satellitestoresandanewfoodcourttothemix.

2nd Phase Medical center:With 2,000 sqm of GLA and opening scheduled for 2Q11, the expansion includes a laboratory, a
diagnosticimagingcenterandconsultingrooms.

3rdPhaseOffices:Scheduledtoopenin3Q11,thislastphasewilladd4,500sqmofGLAtothemallandincludesofficespace
and a restaurant. The expansion, which originally planned to add 5,500 sqm, had its GLA reduced by 1,000 sqm to improve
leasingopportunitiesandoptimizethestoremix.

16


ExpansionofBoulevardShoppingCampinaGrande

Theexpansionisstillunderprojectdetailingphase,becausebasedonresearch
and a new market survey, we identified a stronger demand by tenants for
additional area, supporting an increase in the malls expansion potential. The
project was revised to meet this demand, and the expansion will now add
5,396sqmofGLA,dividedintotwophases:

1stPhase:Withpartofthecapexalreadyinvestedand
openingscheduledfor2Q11,theexpansionwilladd3,579sqmofGLAtothe
mall.
2ndPhase:Withinaugurationscheduledfor4Q11,thisphasewilladdanother
1,817sqmtothemall.
Thefirsttwoexpansionphaseswilladdtwonewanchorstoresand47satellitestoresandwillalsoincludeadeckparkingfacility
thatwilladd204parkingspacestotheproject.

This new project will allow a 3rd phase of the expansion to be inaugurated in 2013, with 5,200 sq.m. of GLA and includes a
secondpavementtothemall.

FutureExpansions

Projectswithopeningsforthesecondhalfof2011andfor2012willadd18,850sqmtotheCompanysownGLA.

FutureExpansions
ViaParqueShopping
CaxiasShopping
ShoppingGrandeRio
ShoppingTaboo
BoulevardShoppingCampinaGrandePhase02
IguatemiSalvador
CariocaShoppingPoupaTempo

State

RJ
RJ
RJ
SP
PB
BA
RJ

Opening
3Q11
3Q11
4Q11
4Q11
4Q11
2Q12
2Q12

Total

17

GLA
(sq.m.)
8,000

5,000

5,000

7,000

1,817
8,500

8,200

43,517

OwnGLA
(sq.m.)

%Aliansce
69.62%
40.00%
25.00%
38.00%
30.52%
41.59%
40.00%

5,570
2,000
1,250
2,660
555

3,535
3,280

18,850

CaseStudyBanguShopping

BanguShoppingregionalicon

Opened on October 30, 2007 with total GLA of 42,788 sq.m., the mall was
developed maintaining the architectural elements of the former Bangu
Textile Factory, incorporating the historical facade to the malls unique
environment. Before the mall opening, the only shopping option for
approximately650,000oftheregionsresidents,mostbelongingtotheB
and C income classes, were the neighborhoods traditional street stores.
Thisuniqueprojectresultedinanexcellentacceptancesinceitslaunch.

LaunchandLeasing

Thedemandintheregionwassoonconfirmedbytheleasingsuccessonthemallslaunch,whichledthemalltobefullyleased
beforeitsopening.
Sincethen,themallhasprovenasuccessintermsoftrafficandsales,attractingapproximately1.6millionvisitorseachmonth,
withapeakofalmost2.5millionlastDecember.

OpeningofthefirstPoupaTempounitinRiodeJaneiro

Before completing 20 months of operating history, in July 2009, Bangu


Shopping opened its first expansion, with 6,120 sqm of GLA and including
the citys first Poupa Tempo. This unit seeks to make life easier for the
general public by offering a wide variety of government services in single
location, andwith faster and more comfortable service. The Poupa Tempo
provides services to over 6,000 people during business hours, increasing
evenmorethepublicflow.
Today, Bangu Shopping has GLA of 46,318 sqm, with 8 anchor stores, 6
megastores,onelastgenerationmovietheater,12foodcourtoperations,4
restaurantsand155satellitestores,with2,500parkingspaces,onasiteofapproximately140,000sqm.

Excellentperformance

Sales(R$/m)

BanguShoppingsfinancialperformancehasexceededourexpectations,reaching
an IRR of over 22%, indicating that there is still room to grow through future
expansions.

Reportedsalesgrewby20.6%inthelast12monthsandthemainindicatorsfor
2Q10showedSSSof21.0%andSASof21.8%,confirmingtheupwardsalestrend.

18

20.8%
12.8%
438.94

1H08

598.00

494.98

1H09

1H10

NOI was higher than expected in the malls first year, closing 2009 at R$23
million. Aliansce projects NOI of R$26 million for 2010, when the mall will
completeitssecondyearofoperations.Thesecondquarterofthisyearconfirms
theexpectedgrowth,withoperatingincome17.1%higherthanin2Q09.

NOI(R$Thousand)
17.1%

12,623

10,782
77.9%
6,062

Mallssecondexpansioninjustthreeyearsofoperations

1H08

1H09

1H10

BanguShoppingssecondexpansionisexpectedtobeinauguratedin4Q10.Thisisthemallssecondexpansioninonlythree
yearsofoperations.Theexpansionwilladd5,810sqmtothemallsGLA.

Furthermore, slated for 2Q11 and 3Q11, Aliansce is already working on the opening of other phases of the expansion,
transforming an already built area of approximately 7,500 sqm into 6,500 sqm of GLA by adding a medical center and office
spacetothemallsmix,andalsoarestaurant.

Acquisitionof30%

Alianscestrackrecordofsuccessandourexpectationsreinforcedourdecisiontoacquiretheremaining30%interestinthismall
inDecember2009.Theamountpaidplustheinvestmentprojectedforthe2010and2011expansionsrepresentacaprateof
11.8%inthefirstyear.Furthermore,theacquisitionreinforcesAlianscespositionasayoungportfoliocomposedofassetswith
vastgrowthpotential.

19

IndebtednessandCashandCashEquivalents

We seek to manage the cash raised by achieving a healthy balance between liquidity and profitability, and aligned with the
Companysinvestmentplan.Althoughwedidnotraiseanynewfundsin2Q10,theCompanystotaldebtincreasedduetothe
disbursementoftheloanforBoulevardShoppingBeloHorizonte.

The Companys current debt profile has an average Debtbreakdown


Shortterm LongTerm
TotalDebt
maturityof8.5yearsandis92.6%indexedtotheTR
referencerateandtheIPCAconsumerpriceindex.
Banks
39,172 125,623 164,795

CCI/CRI
34,590 425,898 460,488
We are analyzing financing alternatives that are Obligationforpurchaseofassets
7,156 52,347 59,503
alignedwithourcashflow,seekingtoreplacepartof TOTALDEBT
80,918 603,868 684,786
our debt indexed to the IPCA with longerterm debt CashandCashEquivalents
(472,129)
(472,129)
atmoreattractiveconditions.
NETDEBT
(391,211) 603,868 212,657

OnJune30,2010,AlianscehelddebtnetoffinancialinvestmentsofR$212.7million.Excludingminorityinterest,theCompanys
netdebtafterfinancialinvestmentstotaledR$157.8million.ThisamountincludesR$59.5millioninobligationsforpurchaseof
assets,mostofwhichreferstothebalancepayablein2013fortheacquisitionoftheremaining30%interestinBanguShopping.

PrincipalAmortization Schedule(R$Million)
DebtProfile Indexes

TR
70.6%

127.9
70.3
44.8
2010

2011

69.3

59.1

2012

2013

2014

74.9

81.0

84.2

51.8

2015

2016

2017

CDI
6.2%

73.3

2018

2019

38.3
2020

IPCA
22.0%

25.9
Others
0.5%

2021

TJLP
0.8%

Approximately R$324.4 million, or 46.6%. of our debt has a grace period (principal and interest) during 2010. Accordingly,
financialexpensesnondisbursedin2010(whichwillbecapitalizedunderliabilities)representapproximatelyR$40.6million.In
2011,financialexpensesnondisbursedshouldtotalR$25.8million.

DebtBalanceProjection

800
700

Other

600

R$Milhes

TJLP

500

CDI

400

IPCA

300

TR

200
100

2010

2011

2012

2013

2014

2015

20

2016

2017

2018

2019

2020

2021


StockPerformance

115

14

110

12

105

10

100

95

90

85

80

ShareholdersBase

FreeFloat
51.19%

24/6/2010

17/6/2010

10/6/2010

ALSC3

3/6/2010

27/5/2010

20/5/2010

13/5/2010

6/5/2010

29/4/2010

22/4/2010

15/4/2010

8/4/2010

1/4/2010

Volume(milhesR$)

Milhes

Alianscestock(ALSC3)ended2Q10atR$11.35,foragainof26%fromtheIPOlaunchpriceontheBM&FBovespaonJanuary29,
2010.
TheCompanyhasbeenrecordingagradualincreaseinitsaveragedailytradingvolume,withADTVofR$2.9millionin2Q10.

Adminis
tradores
1.28%

Ibovespa

21

GGP
31.44%

Gvea
Investim.
3.35%

Rique
Empreen
dimentos
ePart
12.75%

Glossary
AdjustedEBITDA:EBITDA+preoperatingexpenses+othernonrecurringexpenses(revenues).
AdjustedFFO(FundsfromOperations):netincome+depreciation+amortizationnonrecurringexpensesandrevenues+
SWAPeffect+unpaidfinancialexpenses+noncashtax.
AnchorStores:large,wellknownstoreswithspecialmarketingandstructuralfeaturesthatattractconsumers,therebyensuring
permanentflowsanduniformtrafficinallareasoftheshoppingmall.
CCI/CRI:mortgagebackedsecurities.
CPC:AccountingPronouncementsCommittee.
EBITDA(EarningsBeforeInterest,Taxes,DepreciationandAmortization):netrevenueoperatingcostsandexpenses+
depreciationandamortization.
FIIVPS:FundodeInvestimentoImobilirioViaParqueShopping,arealestateinvestmentfund.
GCA:GrossCommercialArea,equivalenttothesumofallthecommercialareasoftheshoppingmalls,thatis,GCAplusthe
areasofstoressold.
GLA(GrossLeasableArea):equivalenttothesumofallareasavailableforleasinginshoppingmalls,exceptforkiosksandsold
areas.
KeyMoney:amountchargedtomerchantsfortherighttousetheprojectstechnicalinfrastructure,applicabletocontractswith
termshigherthan60months.
Latepayment:theratiobetweenthetotalearnedvolumeandtotalrevenuereceivedforthesamemonth,calculatedonthe
lastbusinessdayofthemonth.
FederalLaw11,638:onDecember28,2007,FederalLaw11,638wasenactedwiththepurposeofincludingpubliclyheld
companiesintheinternationalaccountingconvergenceprocess.Therefore,somefinancialandoperatingresultsweresubjectto
certainaccountingeffectsduetothechangesintroducedbythenewlaw.
NOI(NetOperatingIncome):grossrevenueofshoppingmalls(excludingrevenuefromservices)+parkingrevenuerentaland
servicecosts+leasingandplanningcosts+depreciation+amortization+preoperatingexpenses.
PDA:ProvisionforDoubtfulAccounts.
SatelliteStores:smallstoreswithnospecialmarketingandstructuralfeatureslocatedaroundtheanchorstoresandintended
forgeneralretailing.
SAR(Samearearent):ratiobetweentherentearnedinasamestoreincurrentversuspreviousyear.ExcludesShoppingSanta
rsula(undergoingrenovation).
SAR(Sameareasales):ratiobetweensalesinasameareainthecurrentversusthepreviousyear.ExcludesShoppingSanta
rsula(undergoingrenovation).
SSR(Samestorerent):ratiobetweentherentearnedinasamestoreinthecurrentversusthepreviousyear.Excludes
ShoppingSantarsula(undergoingrenovation).
SSS(Samestoresales):ratiobetweensalesinasamestoreinthecurrentversusthepreviousyear.ExcludesShoppingSanta
rsula(undergoingredevelopment).
Sales:reportedsalesofstoresineachoftheshoppingmallsinthequarter.
OccupancyRate:totalGLAofashoppingmalldividedbythearealeased.
OccupancyCostas%ofSales:rent(minimum+percentage)+commoncharges(excludingspecificcharges)+merchandising
fund.

OwnGLA:referstototalGLAweightedbyAlianscesinterestineachshoppingmall.

22

Appendices

Reconciliationofconsolidatedandmanagerialfinancialstatements

TheCompanysmanagerialfinancialinformationwaspreparedinordertoreflect/consolidateAlianscesinterestinViaParque
ShoppinginthesemestersendedJune30,2010and2009,aswellasthespinoffthatledtotheexclusionofShoppingLeblon
fromitsportfolio,whichonlyaffectsthesemesterendedJune30,2009.

Foraccountingpurposes,AlianscesinvestmentinViaParqueShoppingisrecognizedintheconsolidatedfinancialstatementsas
a financial investment. Accordingly, the malls operating results are not consolidated in Aliansces balance sheet and the
investmentisrecordedatmarketvalueasdeterminedbyFederalLaw11,638.Formanagerialfinancialinformationpurposes,
wehaveconsideredAliansces69.62%interestinViaParqueShoppingonJune30,2010asifithadexistedthroughoutthefirst
halfof2010and2009inordertopermitacomparativeanalysisofresults.

IncomefromAlianscesinterestinShoppingLeblon,heldthroughCencomandFrascatti,wasexcludedfromtheconsolidated
managerialfiguresinordertoreflect,inthemanagerialfinancialstatementsofJune30,2009,thepartialspinoffthatoccurred
inOctober2009.

Finally, the managerial financial statements were prepared based on the balance sheets, income statements and financial
reports of the respective companies and developments, as well as assumptions deemed to be reasonable by the Companys
Management,andtheyshouldbereadinconjunctionwiththeperiodsfinancialstatementsandrespectivenotes.

23

Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements

Aliansce
Consolidated
2009 Financial
statements

SemesterendedJune30,2009

69.62%Shopping
ViaParque

Exclusionof
incomefrom
Frascatti/Cencom

Aliansce
Consolidated
2009 Managerial

(amountsinthousandsofreais)
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions

68,775
(5,162)

Netrevenues

Costofrentalsandservices

63,613
(19,330)

44,283

Financialincome/(expenses)

Netincome/(loss)beforetaxesandminorityinterest

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

Incomeandsocialcontributiontaxes

MinorityInterest
Netincomefortheyear

(12,221)
246
(1,641)

3,980
(9,636)

(102)
(4,749)

(25,620)
14,456

12

(4,737)

6,080
6,080

(25,587)
7,627

69
11,578

5,687

Aliansce
Consolidated
2009 Financial
statements

SemesterendedJune30,2009

(12,227)
3,067
(1,664)

(245)
(11,069)

11,578

69.62%Shopping
ViaParque

6
(2,821)
23
(1,855)
(4,647)

77,748
(5,216)
72,532

(22,821)
49,711

5,428

(763)
(1,177)

ConciliationofEBITDAandadjustedEBITDA

8,973
(54)
8,919

(3,491)

Exclusionof
incomefrom
Frascatti/Cencom

(752)

(1,177)

12,527
Aliansce
Consolidated

2009 Managerial

(amountsinthousandsofreais)
Netrevenues

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

EBITDA
MARGINEBITDA%

(+)Nonrecurringexpenses

ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%

Netincome

(+)DepreciationandAmortization

(=)FFO
MarginofFFO%

(+/)Nonrecurringexpenses

(+)SWAP

(+)Financialexpensesnotpaid

(+)noncashtaxes

(=)AdjustedFFO
MarginofAFFO%

24

63,613
(19,330)
(11,069)
9,392

42,606

67.0%

8,919
(3,491)
6,080
305

11,813

5,334
47,940

75.4%
5,687

9,392

15,079
23.7%
5,334
10,745

4,555
(3,431)

32,282
50.8%

(4,647)
(23)

(4,670)

49,749
68.6%

(6,080)
5,733

(4,670)

(746)

49,003

67.6%

11,578
305

(4,737)
(23)

11,883

(4,760)

22,201
30.6%

(746)

10,745

(6,080)

5,803

(4,760)

72,532
(22,821)
(9,636)
9,674

12,527
9,674

4,555
(3,431)

33,324
45.9%

Conciliationbetweenmanagerialfinancialinformation
vsfinancialstatements

Aliansce
Consolidated
2009 Financial
statements

SemesterendedJune30,2010
Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
DepreciationandAmortization
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Incomeandsocialcontributiontaxes
MinorityInterest
Netincome/(loss)fortheyear

ConciliationofEBITDAandadjustedEBITDA
SemesterendedJune30,2010
Netrevenues
()Costofrentalsandservices
()(+)Operatingincome/(expenses)
(+)DepreciationandAmortization
EBITDA
MARGINEBITDA%
(+)Nonrecurringexpenses
(+)Preoperatingexpenses
(+/)Others
ADJUSTEDEBITDA
MARGINOFADJUSTEDEBITDA%
Netincome
(+)DepreciationandAmortization
(=)FFO
MarginofFFO%
(+/)Nonrecurringexpenses
(+)SWAP
(+)Financialexpensesnotpaid
(+)noncashtaxes
(=)AdjustedFFO
MarginofAFFO%

69.62%Shopping
ViaParque

94,483
(7,322)
87,161

(29,753)
57,408

(16,926)
(1,949)
(349)
(19,224)
(11,174)
27,010
(9,106)
(404)
17,500

Aliansce
Exclusionofincome
Consolidated
from
Frascatti/Cencom 2009 Managerial

(Amountsinthousandsofreais)
(1,806)
9,895
(61)

9,834
(1,806)

(3,405)
1,806
6,429

653
654

44
7,127

7,127

Aliansce
Exclusionofincome
69.62%Shopping
Consolidated
from
ViaParque
2009 Financial
Frascatti/Cencom
statements
(Amountsinthousandsof reais,exceptpercentages)
(1,806)

87,161
9,834

(29,753)
(3,405)
1,806

(19,224)
654

15,122
232

53,306
7,315

61.2%

2,163
(653)

2,163

(653)

55,469
6,662

63.6%

17,500
7,127

15,122
233
32,622
7,360

37.4%
0

2,163
(653)

(8,138)

20,753

5,371

52,771
6,707

60.5%

25

102,572
(7,383)

95,189

(31,352)

63,837

(16,925)
(1,949)
304
(18,570)
(11,130)

34,137

(9,106)

(404)

24,627
Aliansce
Consolidated

2009 Managerial

95,190
(31,352)
(18,570)
15,354

60,622
63.7%
1,510

2,163
(653)
62,132

65.3%
24,627

15,355
39,982
42.0%
1,510

(8,138)

20,753

5,371

59,478
62.5%

CashFlow
AliansceFinancial
Statements

CashFlowStatement

06/30/2010

69.62%ViaParque
06/30/2010

AliansceManagerial
Consolidated
06/30/2010

OperatingActivities
NetProfitfortheperiod
DepreciationandAmortization
Deferredincomeandsocialcontributiontax
Nonrealizedgain/lossinSWAP
StockOptionplan
Interestanmonetaryvarianceonloansandfinancing

17,500
15,122
5,371
(8,138)
173
20,753

7,127
233

Resourcesfromincome

50,781

7,360 58,141

Decrease(increase)inassets
Accountsreceivableclients
Accountsreceivable
Taxesrecoverable
Advances
Othercredits
AmountsreceivedfromFIIVPS
Relatedpartytransactions

4,832
1,948
786
(75)
(349)
(1,797)
6,304
(1,985)

(7,475)
691
(1,106)
(7)
30
(779)
(6,304)

(2,643)
2,639
(320)
(82)
(319)
(2,576)

(1,985)

Increase(decrease)inliabilities
Suppliers
Taxesandcontributionspayable
Otherobligations
DeferredRevenue
MinorityInterest

(13,263)
(11,472)
(1,646)
(2,292)
1,827
320

(546)
85
(137)
(505)
11

(13,809)
(11,387)
(1,783)
(2,797)
1,838
,320

NetCashGeneratedinOperatingActivities

42,350

(661) 41,689

24,627
15,355
5,371
(8,138)
173
20,753

InvestmentActivities
Purchaseofproperty,plantandequipment
Decrease(increase)ininvestments
PurchaseofIntangibleAssets

(404,846) (404,846)
(88,904) 2,418 (86,486)
(283) (283)

NetCashUsedinInvestmentActivities

(494,033) 2,418 (491,615)

FinancingActivities
Capitalincrease
Increase(decrease)dividendpayable
IncreaseinLoansandfinancing
DecreaseinRealEstatereceivablecertificates
DecreaseinObligationsforpurchaseofassets
AccountsreceivableCCI
DecreaseinRelatedpartytransactions

426,585
(7,190)
44,071
(5,963)
(30,000)
30,000
422

426,585
(7,190)
44,071
(5,963)
(30,000)
30,000
422

NetCashGeneratedinFinancingActivities

457,925

457,925

Increase(Decrease)inCashandCashEquivalents

6,242

1,757 7,999

CashandCashEquivalentsattheendofthePeriod
CashandCashEquivalentsatthebeginningofthePeriod

15,669
9,427

3,770 19,439
2,013 11,440

IncreaseinCashandCashEquivalents

6,242

1,757 7,999

26

Balancesheet

BalanceSheet

06/30/2010
ASSETS
Current
Cashandcashequivalents
Accountsreceivable
Securities
Taxesrecoverable
Advancestothirdparties
AmountsreceivableCCI
Otherreceivables
TotalCurrentAssets
NonCurrent
Accountsreceivable
Securities
Amountsreceivable
Judicialdeposits
Relatedpartytransactions
Deferredtaxes
Otherreceivables
Investments:
Investments
Property,plantandequipment
Intangibleassets
Deferredcharges
TotalNoncurrentAssets
TotalAssets
LIABILITIES
Current
Loansandfinancing
Realestatecreditnote
Suppliers
Taxesandcontributionspayable
Obligationsforpurchaseofassets
Dividendspayable
Others
TotalCurrentLiabilities
NonCurrentLiabilities
Loansandfinancing
Realestatecreditnote
Obligationsforpurchaseofassets
Relatedpartytransactions
Deferredincome
Provisionforcontingencies
Derivativefinancialinstruments
Deferredincomeandsocialcontributiontax
Otherliabilities
TotalNonCurrentLiabilities
MinorityInterest
Shareholders'Equity
Capital
CapitalReserve
LegalReserve
Accumulatedprofit(losses)
Equityevaluationadjustment
TotalShareholders'Equity
Totalliabilitiesandshareholders'equity

69.62%ViaParque

AliansceFinancialStatements
03/31/2010

06/30/2010

ConsolidationCrossoff

03/31/2010

06/30/2010

15,669

30,212

452,690

3,542

2,197

2,315

506,625

11,664

26,051

481,466

3,598

519

1,839

525,137

1,082

145,506

172

415

20,684

5,540

5,890

1,009

145,506

139

432

19,848

5,908

4,053

172

961,666

261,842

25,566

1,428,535

1,935,160

172

920,277

261,804

26,337

1,385,485

1,910,622

50,243

50,243

57,804

39,172

34,590

9,645

3,336

7,156

7,448

101,347

35,905

19,426

11,436

3,261

7,156

7,190

6,240

90,614

107

346

519

423

1,395

22

412

3,015

3,449

125,623

425,898

52,347

32,223

49,238

10,322

4,201

55,302

3,695

758,849

57,737

110,456

430,385

51,069

31,481

53,304

10,057

11,514

51,610

6,538

756,414

56,234

881
881

803

803

916,342

(23,414)

1,514

36,207

86,578

1,017,227

1,935,160

916,341

(20,620)

1,514

23,919

86,206

1,007,360

1,910,622

657

1,567

3,113

79

38

1,106

1,001

7,561

96,144

(40,616)

55,528

57,804

27

666

1,771

260

77

38

694

3,506

53,138

53,138

56,644

03/31/2010

(145,506)

(145,506)

(145,506)

AliansceManagerial
Consolidated
06/30/2010 03/31/2010

16,326

31,779

455,803

3,621

2,235

1,106

3,316

514,186

12,330

27,822

481,726

3,675

557

2,533

528,643


(145,506)

(145,506)

1,082

172

415

20,684

5,540

5,890

172

1,011,909

261,842

25,566

1,333,272

1,847,458

1,009

139

432

19,848

5,908

4,053

172

973,415

261,804

26,337

1,293,117

1,821,760

39,172

34,590

9,752

3,682

7,156

519

7,871

102,742

35,905

19,426

11,458

3,673

7,156

7,190

9,255

94,063

(145,506)

(44,044)

(44,044)

(44,220)

(44,220)

125,623

425,898

52,347

32,223

49,238

10,322

4,201
11,258

4,576
715,686

57,737

110,456

430,385

51,069

31,481

53,304

10,057

11,514

7,390

7,341

712,997

56,234

52,392

56,644

(96,144)

81,260

(86,578)

(101,462)

(145,506)

(96,144)

81,064

(86,206)

(101,286)

(145,506)

916,342

(23,414)

1,514

76,851

971,293

1,847,458

916,341

(20,620)

1,514

61,231

958,466

1,821,760

96,144

(43,752)


Comparison of the consolidated and managerial financial statements for the periods ended June 30,
2009and2010:

ConsolidatedFinancialStatements

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions
Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes

Deferredincomeandsocialcontributiontaxes
MinorityInterest
Netincomefortheperiod

ManagerialFinancialInformation

2Q09

48,628
(3,523)
45,105

(15,699)
29,406
(10,387)

(9,706)

(855)

174
(1,286)

17,733
(1,653)
(3,868)
(96)
12,116

Netrevenues
Costofrentalsandservices
Grossincome
Operatingincome/expenses
Administrativeandgeneralexpenses
Equityinincome
DepreciationandAmortizationexpenses
Otheroperatingincome/(expenses)
Financialincome/(expenses)
Netincome/(loss)beforetaxesandminorityinterest
Currentincomeandsocialcontributiontaxes

Deferredincomeandsocialcontributiontaxes

35,169
(2,596)
32,573

(9,369)
23,204

(4,503)
(6,821)
1,736
(835)
1,417
(19,479)
(778)

(1,473)

4,232
(933)
1,048

38.3%
35.7%
38.5%
67.6%
26.7%
130.7%
42.3%
100.0%
2.4%
87.7%
93.4%
2379.3%
12.2%

191.4%
89.7%
1056.1%

94,483
(7,322)
87,161

(29,753)
57,408
(19,224)

(16,926)

(1,949)

(349)
(11,174)

27,010
(3,735)
(5,371)
(404)
17,500

68,775
(5,162)
63,613

(19,330)
44,283
(11,069)

(12,227)
3,067
(1,664)

(245)
(25,587)

7,627
(4,194)

3,431
(1,177)
5,687

1Q10/1Q09
1H10
1H09
?%
(AmountsinthousandsofReais,exceptpercentages)

2Q10

Grossrevenuefromrentalandservices
Taxesandcontributionsandotherdeductions

MinorityInterest
Netincomefortheperiod

1Q10/1Q09
1H10
1H09
?%
(AmountsinthousandsofReais,exceptpercentages)

2Q10

2Q09

52,092
(3,544)
48,548

(15,615)
32,933
(9,733)
(9,706)

(856)
829
(1,247)

21,953
(1,653)

39,542
(2,620)
36,922

(10,981)
25,941
(1,304)
(6,820)
113
(824)
6,227
(19,492)

5,145

(1,474)

31.7%
35.3%
31.5%
42.2%
27.0%
646.4%
42.3%
100.0%
3.9%
86.7%
93.6%
326.7%
12.1%

(3,868)
(96)
16,336

4,232
(933)
6,970

191.4%
89.7%
134.4%

102,572
(7,383)
95,189

(31,352)
63,837
(18,570)

(16,925)

(1,949)
304
(11,130)

34,137
(3,735)

77,748
(5,216)
72,532

(22,821)
49,711
(9,636)
(12,221)

246
(1,641)
3,980
(25,620)

14,455
(4,182)

(5,371)
(404)
24,627

3,431
(1,177)

12,527

1H10/1H09?%

37.4%
41.8%
37.0%
53.9%
29.6%
73.7%
38.4%
100.0%
17.1%
42.4%
56.3%
254.1%
10.9%
256.5%
65.7%
207.7%

1H10/1H09?%

31.9%
41.5%
31.2%
37.4%
28.4%
92.7%
38.5%
100.0%
18.8%
92.4%
56.6%
136.2%
10.7%
256.5%
65.7%
96.6%

Note:Includestheconsolidationof69.62%oftheinvestmentinViaParqueShoppingandexcludes70%ofShoppingLeblonsresults
forthefinancialstatementsdatedJune30,2009.

28

KPMG Auditores Independentes


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

Central Tel
Fax
Internet

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

Independent auditors report on special review

To
The Board of Directors and Shareholders of
Aliansce Shopping Centers S.A
Rio de Janeiro - RJ
1. We have reviewed the accounting information included in the individual quarterly financial
information of Aliansce Shopping Centers S.A. (Aliansce or Company) and the
consolidated quarterly information of this Company and its subsidiaries, for the quarter ended
June 30, 2010, which comprises the balance sheet, statements of income, changes in
shareholders equity, cash flows, explanatory notes and the Management report, which are
the responsibility of its Management.
2. Our review was conducted in accordance with the specific standards established by
IBRACON - Brazilian Institute of Accountants, in conjunction with the Federal Accounting
Council (CFC), and mainly consisted of: (a) inquiry and discussion with the officers
responsible for the accounting, financial and operating areas of the Company and of its
subsidiaries, concerning the primary criteria adopted in the preparation of the quarterly
information; and (b) review of the information and subsequent events that have or could have
relevant effect on the financial situation and operations of the Company and its subsidiaries.
3. Based on our review, we are not aware of any material changes that should be made to the
aforementioned quarterly information for it to be in accordance with regulations issued by the
Brazilian Securities Exchange Commission (CVM), applicable to the preparation of quarterly
information.

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

KPMG Auditores Independentes is a Brazilian entity and a member firm


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

4. As mentioned in Note 3.2, CVM has approved, throughout 2009, several accounting
pronouncements, interpretations and orientations issued by the Accounting Pronouncements
Committee (CPC), which are effective for 2010, and change the accounting practices adopted
in Brazil. As permitted by Deliberation CVM n 603/09, Companys Management opted to
present its Quarterly Information using the accounting practices adopted in Brazil as of
December 31, 2009, and therefore not applying those Standards in force for 2010. As
required by Deliberation CVM n 603/09, the Company has disclosed in note 3.2 this fact, the
description of the main changes which may impact its financial statements for the year
ending, and the reasons which prevent Management to present the estimate of possible effects
on the shareholders equity and statement of income, as required by such Deliberation.

Rio de Janeiro, August 12, 2010

KPMG Auditores Independentes


CRC SP-014428/O-6 F-RJ

Original report in Portuguese signed by


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

30

MINUTA

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Balance sheets
June 30 and March 31, 2010
(In thousands of reais)

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

Non-current assets
Accounts receivable
Securities
Amounts receivable
Judicial deposits
Related party transactions
Deferred taxes
Other receivables
Investments:
Investments
Goodwill
Property, plant and equipment
Intangible assets
Deferred charges

Note

5
6
7
8

7
6
20
9
21

6/30/2010

Aliansce Consolidated

3/31/2010

6/30/2010

3/31/2010

4,858
439,678
4,430
2,826
973
1,217
899

2,367
446,581
2,913
2,926
1,051
46
589

15,669
452,690
30,212
3,542
2,197
2,315

11,664
481,466
26,051
3,598
519
1,839

454,881

456,473

506,625

525,137

145,506
8
4,155
1,428
616

145,506
8
4,341
3,915
691

1,082
145,506
172
415
20,684
1,428
5,890

1,009
145,506
139
432
19,848
3,915
4,053

588,880
78,125
994
58,690
1,435

589,038
78,125
992
58,656
1,540

172
961,666
261,842
25,566

172
920,277
261,804
26,337

879,837

882,812

1,424,423

1,383,492

10

11
12
13

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

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

Total assets

1,334,718

1,339,285

1,931,048

1,908,629

Note

6/30/2010

3/31/2010

6/30/2010

3/31/2010

14
15
16
17
18

32,165
18,530
1,901
227
1,906

31,987
14,642
1,531
158
7,190
1,385

39,172
34,590
9,645
3,336
7,156
7,448

35,905
19,426
11,436
3,261
7,156
7,190
6,239

54,729

56,893

101,347

90,613

11,111
78,807
57,929
2,360
4,201
44,125
57,750
3,595

17,778
82,698
51,343
2,184
11,514
43,848
56,197
6,434

125,623
425,898
52,347
32,223
49,238
10,322
4,201
51,190
3,695

110,456
430,385
51,069
31,481
53,304
10,057
11,514
49,617
6,538

259,878

271,996

754,737

754,421

57,737

56,234

916,342
(23,416)
175
1,514
18,534
17,500
86,578

916,342
(20,622)
2
1,514
18,534
5,385
86,206

14
15
18
9
19
20
15
21
22

Minority interests
Shareholders' equity
Capital
Expenditure with issuance of shares
Capital reserve
Legal reserve
Profit reserve
Retained earnings
Equity evaluation adjustment

Total liabilities and shareholders' equity

See the accompanying notes to the financial statements.

31

Aliansce Consolidated

23
916,342
(23,416)
175
1,514
21,569
17,349
86,578

916,342
(20,622)
2
1,514
21,569
5,385
86,206

1,020,111

1,010,396

1,017,227

1,007,361

1,334,718

1,339,285

1,931,048

1,908,629

MINUTA

Aliansce Shopping Centers S.A.


(Publicly-held Company)

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

Aliansce
Note
26

Gross revenue from rental and services


Taxes and contributions and other deductions
Net revenues

27

Cost of rentals and services


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

28
10
30

Financial income
Financial expenses
Financial income

29
29

Net income before taxes and


minority interest
Income and social contribution taxes

21

Minority interest
Net income for the period
Net income for the period per share - R$
Number of shares at the end of the period

See the accompanying notes to the financial statements.

32

6/30/2010

Aliansce Consolidated

6/30/2009

6/30/2010

6/30/2009

30,191
(1,658)

27,593
(1,487)

94,483
(7,322)

68,775
(5,162)

28,533

26,106

87,161

63,613

(19,023)

(17,086)

(29,753)

(19,330)

9,510

9,020

57,408

44,283

(15,430)
19,306
(72)
(671)

(10,439)
23,570
(46)
(1,952)

(18,679)
(196)
(349)

(13,762)
3,067
(129)
(245)

3,133

11,133

(19,224)

(11,069)

(16,266)
23,915

(20,459)
2,562

(37,315)
26,141

(31,042)
5,455

7,649

(17,897)

(11,174)

(25,587)

20,292

2,256

27,010

7,627

(2,943)

3,431

(9,106)

(763)

(404)

(1,177)

17,349

5,687

17,500

5,687

0.12

0.06

0.13

0.06

139,467,170

89,821,406

MINUTA

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Statements of changes in shareholders equity - Parent company


Semesters ended June 30, 2010 and 2009
(In thousands of reais)

Capital

Capital
reserve

Legal
reserve

Unrealized
profit
reserve

Retained
earnings
(losses)

552,080

(4,371)

Net income for the semester

Capital increase

Equity evaluation adjustment

Balances at June 30, 2009

552,083

Balances at January 1, 2010


Capital increase

Equity
evaluation
adjustment

Total

72,443

620,152

5,687

5,687

8,842

8,842

1,316

81,285

634,686

466,342

1,514

21,569

82,417

571,844

450,000

450,000

Net income for the semester

17,349

17,349

Expenditure with issuance of shares

(23,416)

(23,416)

Stock options granted

173

173

Equity evaluation adjustment

4,161

4,161

916,342

(23,241)

1,514

21,569

17,349

86,578

1,020,111

Balances at January 1, 2009

Balances at June 30, 2010

See the accompanying notes to the financial statements.

33

MINUTA

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Statements of cash flows


Semesters ended June 30, 2010 and 2009
(In thousands of reais)

Aliansce
06/30/2010
Operational activities
Net income for the year
Adjustments to net income arising from:
Depreciation and amortization
Equity in income of subsidiaries
Income (loss) in investments
Stock options granted
Deferred income and social contribution taxes
Interest an monetary variance on loans and financing
Unrealized SWAP fair value

Increase (decrease) in assets


Trade accounts receivable
Dividends received
Amounts receivable
Recoverable taxes
Advances
Other receivables
Amounts received from Via Parque
Related party transactions

Increase (decrease) in liabilities


Fornecedores
Taxes and contributions payable
Other liabilities
Deferred income
Minority interest

Net cash generated/(consumed) in operational activities

Aliansce Consolidated

06/30/2009

06/30/2010

06/30/2009

17,349

5,687

17,500

5,687

365
(19,306)
173
2,943
4,852
(8,138)

323
(23,570)
804
(3,431)
1,962
-

15,122
173
5,371
20,753
(8,138)

9,392
(3,067)
(1,856)
(3,431)
4,555
-

(1,762)

(18,225)

50,781

11,280

1,480
15,432
(286)
(129)
2,746
6,304
765

(487)
1,330
(531)
(17)
2,885
13,396
528

1,948
786
(75)
(349)
(1,797)
6,304
(1,985)

911
2,739
(701)
(314)
4
(3,371)
13,396
(5,271)

26,312

17,104

4,832

7,393

(124)
84
(3,554)
325
-

(955)
22
277
1,004
-

(11,472)
(1,646)
(2,292)
1,827
320

268
(938)
1,586
4,047
15,347

(3,269)

348

(13,263)

20,310

21,281

(773)

42,350

38,983

Investments
Investment/(Redemption of) in securities
Purchase of property, plant and equipment
(Acquisitions)/sale of investments
Purchase of intangible assets

(417,029)
(133)
(38,465)
(181)

11,010
(204)
(27,664)
-

(404,846)
(88,904)
(283)

(9,848)
(107,343)
2,378
(2,588)

Net cash consumed in investments

(455,808)

(16,858)

(494,033)

(117,401)

Financing activities
Capital increase
Expenditure with issuance of shares
Increase (decrease) of dividends payable
Payment of loans and financing - Short and long term
Dividends paid
Payment of obligations for purchase of assets
Decrease on accounts receivable - CRI
Increase (decrease) in related party transactions
Increase (decrease) in debentures

450,000
(23,415)
(7,190)
(13,315)
(2,090)
30,000
3,740
-

3
(83,668)
10,744
40,931
49,770

450,000
(23,415)
(7,190)
44,071
(5,963)
(30,000)
30,000
422
-

3
(73,129)
157,763
(2,868)
(2,244)
-

Net cash generated in financing activities

437,730

17,780

457,925

79,525

Net increase in cash and cash equivalents

3,203

149

6,242

1,107

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


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

4,858
1,654

2,913
2,764

15,669
9,427

9,887
8,780

Net increase in cash and cash equivalents

3,204

149

6,242

1,107

See the accompanying notes to the financial statements.

34

Aliansce Shopping Centers S.A.


(Publicly-held company)

Notes to the quarterly information


(In thousands of reais)

Operations
a. Controlling interest
Aliansce Shopping Centers S.A. (Aliansce or the Company) is a publicly-held company,
and was established as from an association among Nacional Iguatemi group, operating in the
Shopping Centers segment since 1976, General Growth Properties, Inc. (GGP), owner of
shopping centers and manager of third party ventures in the United States of America, and
Gvea Investment Master Fund Ltd. (GIF) and other investment vehicles managed by GIF
Gesto de Investimentos e Participaes Ltda. (Gvea Investimentos Group), by way of its
fund named GBPFIP.
The Companys main activity is to participate directly or indirectly in the economic
exploration of commercial centers, shopping centers and alike, and it may take part in other
companies in the capacity of partner or shareholder, as well as the render of commercial
advisory services, management of shopping centers and condominium management in
general.

b. Corporate events that occurred in the second quarter of 2010


Aliansce Estacionamentos Ltda., wholly-owned subsidiary of the company, started its
operations in April 2010. Currently, this company manages Via Parque Shoppings parking
lot.
On May 7, 2010 the Company approved the 1st and 2nd Stock Option programs for shares
issued by the Company and granted these stock options to certain executives and employees,
under the Stock Option Plan approved by the Special Shareholders meeting held on
November 12, 2009, as disclosed in Explanatory Note no. 32.

35

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Presentation of quarterly information


The individual and consolidated quarterly information has been prepared in accordance with the
accounting practices adopted in Brazil, pursuant to the Brazilian Corporate Law, statements,
guidance and interpretations issued by the Accountant Statements Committee (CPC) and the
specific standards and instructions of the Brazilian Securities Exchange Commission (CVM),
observing accounting guidelines derived from Brazilian Corporate Law (Law 6404/76) that
include the new provisions introduced, amended and revoked by Law 11638, of December 28,
2007 and by Law 11,941, of May 27, 2009.
The authorization for conclusion of this quarterly information was given by Companys directors
on August 12, 2010.

Summary of significant accounting policies

3.1

Significant accounting practices


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

36

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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

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

Financial instruments at fair value through profit or loss


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

37

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Instruments held to maturity


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

Instruments available for sale


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

d. Loans and receivables


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

e. Derivative financial instruments


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

38

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

f. Current and non-current assets


Cash and cash equivalents
Include cash, positive balances in bank accounts, and interest earning bank deposits
redeemable at any moment, and with a insignificant risk of change in their market value.
Trade accounts receivable
Include receivables from rent, Assignment of Right of Use (CDU) of areas and services
provided to third parties, recorded on an accrual basis on the balance sheet date and classified
as loans and receivables. Allowance for doubtful accounts is formed with a basis on the
Management estimate at an amount considered adequate to cover possible losses arising on
collection of accounts receivable.
Investments
Investments in subsidiary and affiliated companies with interest in voting capital higher than
20% or with significant influence are assessed on the equity method of accounting, plus
goodwill or deducted from negative goodwill on appreciation of assets, when applicable.
Other investments that do not fit into the category above are stated at cost of acquisition, less
the provision for devaluation, when applicable.
Property, plant and equipment
Property, plant and equipment are recorded at the cost of acquisition, formation or
construction, including interest and other financial charges incurred during project
construction or development. Depreciation is calculated by the straight-line method at rates
that vary from 4% to 20% per year and takes into account the estimated useful lives of the
assets. Capitalized financial charges are depreciated based on the same criteria and useful
lives determined for the fixed asset item to which they were taken.
In consolidated, the fixed assets balance is added by goodwill or negative goodwill on
appreciation of assets.

39

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Intangible assets
Goodwill based on the expected future profitability was reclassified from the investments
accounts group to the intangible assets specific accounts group.
Intangible assets acquired separately are measured upon the initial recognition at cost and,
subsequently, deducted from accumulated amortization and impairment losses, when
applicable. Goodwill arising from acquisitions of investments carried out up to December 31,
2008, which has future profitability as its economic basis, was amortized on a straight-line
basis for ten years, since the dates of operations which gave rise to them accordingly. As
from January 1, 2009, they are no longer amortized, and are submitted to an annual
impairment test (Note 12).
Deferred charges
Represented by costs incurred in the pre-operating phase. Amortization is being recorded on
a straight-line basis at rates ranging from 10% to 20% per year.
The Company has opted for providing the balance of deferred charges as of December 31,
2008 until its total realization by way of amortization.
Asset impairment
Property, plant and equipment, intangible and deferred assets are subjected to an impairment
test, at least on an annual basis, in case there are indicators of loss of value. Intangible assets
with undefined useful life are subjected to impairment annually regardless of whether there
are indicators of any loss.
Other current and noncurrent assets
Stated at their net realization value.

40

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

g. Current and non-current liabilities


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

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

i. Income and social contribution taxes


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

j. Real estate credit notes (CCI)


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

41

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

3.2

Convergence to international accounting standards


Within the process of convergence of Brazilian accounting practices with international
accounting standards (IFRS), several pronouncements, interpretations and guidance were issued
throughout 2009 which are mandatory application for the years ending as of December 2010 and
onwards and for the 2009 financial statements to be disclosed together with the 2010 financial
statements for comparative purposes.
The deliberation CVM 603 of November 10 2009, allowed publicly-held companies to submit
their Quarterly Information Forms - ITR during the year 2010 according to the accounting
standards in force up to December 31, 2009.
Due to the need for further technical discussions on certain concepts, adequacy of systems and
controls as well as the judgment of the existence options in certain pronouncements, the effects of
the adjustments mentioned above are still being analyzed by management and they will be
disclosed on the way that there is enough consistency, consensus and accuracy in relation to those
adjustments. Because of this, the Company has opted to not adopt early theese pronouncements,
interpretations and guidances of the CPC.
The Company is assessing the potential effects of these pronouncements, interpretations, and
guidance, which may have a significant impact on the quarterly information for the years of 2010
and 2009:
CPC 15 - Business combination: Defines that the acquirer shall compulsorily recognize assets
acquired and liabilities that begin to control at their respective fair values measured on the
acquisition date, disclosing information regarding the relevance, reliability and comparability of
information that an entity discloses in its financial statements regarding a business combination
and its effects.
CPC 18 - Investments in associated companies and subsidiaries: Specifies how investments in
associated companies should be recorded in the investors individual and consolidated financial
statements, and in subsidiaries in the parent companys financial statements.
CPC 19 - Interests in joint ventures: Specifies how to record interests in joint ventures and to
disclose assets, liabilities, revenues and expenses of these ventures in the financial statements of
investors.

42

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

CPC 20 - Borrowing costs: Specifies that borrowing costs directly attributable to the acquisition,
construction, or production of qualified assets for their capitalization are a part of that assets
costs.
CPC 22 - Segment reporting: Specifies how the entity must disclose information regarding its
operating segments in the financial statements.
CPC 23 - Accounting policies, changes in accounting estimates and errors: Defines the criteria
for the selection, alteration and disclosure of account policies, for alterations in accounting
estimates and for error corrections.
CPC 24 - Subsequent events: Defines when the entity shall adjust its financial statements
regarding events subsequent to the accounting period they relate and the information that the
entity shall disclose regarding the date on which the authorization for the issuance of the financial
statements and events subsequent to the accounting periods they relate was granted.
CPC 25 - Provisions, contingent liabilities and contingent assets: Provides for the application of
recognition criteria and measuring bases appropriate for provisions and contingent assets and
liabilities, with the disclosure of sufficient information in the explanatory notes to allow users to
understand their nature, adequacy, and value.
CPC 26 - Presentation of financial statements: Defines the base for submission of the financial
statements, including individual and consolidated, to ensure a comparison basis for previous
periods financial statements, of the same entity as well as for other entities financial statements.
CPC 27 - Property, plant and equipment: Specifies the accounting treatment for property, plant
and equipment and the disclosure of changes is this investment and information that allow the
understanding and analysis of this group of accounts. The key aspects to be considered in the
bookkeeping of fixed assets are asset recognition, determination of their book values and the
amounts of depreciation expenses and devaluation losses in connection with these items.

43

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

CPC 28 - Investment property: Specifies that the initial measurement of an investment property is
its cost and its subsequent measurement depends on the accounting policy adopted by the entity
(cost or fair value method). In the fair value method, changes in the fair value of the investment
property are directly recognized in income (loss) for period in which they occur. Additionally, the
statement defines general and specific disclosing requirements for each measurement method
selected by the entity.
CPC 30 - Revenues: Specifies that revenues should be recognized when it is likely that there will
be future economic benefits to an entity and that such benefits may be measured reliably; and
they should be measured at the fair value of the benefits received or receivable. The
pronouncement identifies the circumstances under which such criteria will be fulfilled so that
revenues are recognized, and also provides practical guidance in the application of these criteria.
CPC 32 - Taxes on income: Provides on how to record current and future tax effects for: (a)
future recovery (settlement) of the book value of assets (liabilities) recognized in an entitys
balance sheet; And (b) operations and other events in the current period that are recognized in an
entitys financial statements. An entity should record tax effects of transactions and other events
in the same way as it records its own transactions and other events. It also deals with recognition
of deferred tax assets arising from unused tax losses or unused tax credits, , the submission of
taxes on profits in the financial statements, and the disclosure of information with regard to taxes
on profits.
CPC 36 - Consolidated statements: Specifies the circumstances under which an entity should
consolidate the financial statements of another entity (a subsidiary), the accounting effects of
changes in the parent companys relative share of the subsidiary, and the loss of control over the
subsidiary and information that should be disclosed in order to allow users of financial statements
to assess the nature of the relation between an entity and its subsidiaries.

44

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

CPC 37 Initial adoption of international accounting standards: Its purpose is to ensure that an
entitys first consolidated financial statements according to the IASB - International Accounting
Standards Board standards contain high-quality information; and that is transparent to users and
comparable in relation to all periods presented; constitutes an adequate starting point for
bookkeeping in accordance with IFRS; and may be created at a cost that does not exceed the
benefits. This pronouncement limits some of the alternatives in the original IASB standard (IFRS
1).
CPC 38, 39 and 40: CPC 38 Financial instruments: Recognition and measurement, defines the
principles for recognizing and measuring financial assets, financial liabilities, and a number of
purchase and sale agreements of non-financial items. It also defines requirements for the
segregation of embedded derivatives, rules for derecognition of a financial liability and for the
recording of hedge transactions. The requirements to submit financial instruments are found in
Technical Statement CPC 39 - Financial Instruments: Presentation and requirements for
disclosing information on financial instruments are found in Technical Statement CPC 40 Financial Instruments: Disclosures.
ICPC 10 - Clarification regarding CPC 27 and CPC 28: Explains the following topics: (a) initial
and regular review process of depreciation rates and residual value of fixed assets; (b)
requirements for the regular review process; (c) likelihood of attributing a new cost to fixed
assets and investment property in order to agree with international standards; (d) likelihood, as
provided in Statement CPC 28 of using of the cost or fair value criterion for the asset Investment
Property.

Consolidation of the quarterly information


The consolidated quarterly information includes the financial statements of Aliansce and its
jointly controlled subsidiaries, as described in note 10.

45

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The assets, liabilities and results of the pro-indiviso condominiums are presented in the
consolidated quarterly information in proportion to Aliansces indirect interest in the
condominium (via subsidiaries and joint-controlled subsidiaries).

Description of main consolidation procedures


a. Elimination of intercompany asset and liability account balances;
b. Elimination of investments of parent company in the shareholders equity of direct and
indirect subsidiaries;
c. Elimination of intercompany income and expense balances arising from consolidated
intercompany transactions; and
d. Identification of minority interests in the consolidated financial statements.
The reconciliation of net income and shareholders equity between the parent company and
consolidated for the quarter ended June 30 and March 31, 2010 is as follows:
06/30/2010

03/31/2010

Net Shareholders
income
equity

5,385
-

Shareholders
equity

Parent company
Sales expense recorded in assets (1)
Financial income recorded in deferred
income (2)

17,349
168
(17)

322

339

Consolidated

17,500

1,017,227

5,385

1,007,362

46

1,020,111
(3,206)

Net income

1,010,396
(3,373)

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

(1) Amount referring to sales expenses of the stores of 2008 Empreendimentos Comerciais S.A.
and Shopping Boulevard Belm S.A., for the period from January 1 to December 31, 2008,
recorded at asset cost pursuant to CPC 06 that started being amortized during the second
quarter of 2010.
(2) Amount referring to the financial income arising from the short-term investment of the
available cash at 2008 Empreendimentos Comerciais S.A., for the period from
January 1 to December 31, 2008, recorded in deferred income, considering the pre-operating
stage of this company. Those revenues were recognized in the income during the second
quarter of 2010.

Cash and cash equivalents


Aliansce

Cash
Banks checking account

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

1,364
3,494

1,598
769

3,649
12,020

8,014
3,650

4,858

2,367

15,669

11,664

The Company includes in Cash and cash equivalents cash in hand and bank deposits. The
financial investments of the Company and its subsidiaries are recorded under Securities due to
the Management understands that they do not fit in the definition of cash and cash equivalent, in
accordance with CPC 03.

47

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Securities
Aliansce

Agribusiness Credit Bills (LCA) (a)


Bank Deposit Certificates (CDB) (b)
Fixed Income Fund (c)
Debentures (d)
Shop FI Renda Fixa Crdito Privado (e):
Post-fixed CDB
Post-fixed CDB Early settlement
Debentures
Government bonds
(-) Management fee
Fundo de Investimento Imobilirio Via
Parque Shopping (FIIVPS) (f)

Current
Non-current

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

1,064
16,885

13,536
5,103
18,419

930
617
2,364
23,041

18,089
401
5,106
48,347

106,408
57,402
156,970
100,978
(29)

89,551
50,026
129,080
140,890
(24)

107,419
57,948
158,462
101,938
(29)

89,551
50,026
129,080
140,890
(24)

145,506

145,506

145,506

145,506

585,184

592,087

598,196

626,972

439,678
145,506

446,581
145,506

452,690
145,506

481,466
145,506

a. Agribusiness Letter of Credit (LCA)


The Agribusiness Credit Bills (LCA), issued by Ita BBA, are remunerated at a rate of 20%
of the Interbank Deposit Certificate - CDI (March 2010: rate of 20% of CDI) with
repurchasing option in favor of the Company and original maturity in July 2010 (March
2010: April 2010). On June 30, 2010, these securities are classified as financial assets at fair
value through profit or loss, have immediate liquidity, and are intended to be sold in the
short-term and therefore were classified as current assets.

48

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

b. Certificates of Bank Deposit (CDB)


Certificates of Bank Deposit (CDB) issued by Ita BBA are paid at a rate of 100% of the
Interbank Deposit Certificate (CDI) (March 2010: rate between 96.0% and 104.0% of CDI),
with provision for early redemption clause and maturing in June 2011 (March 2010:, and
have maturities between May 2010 and February 2015). These securities are classified as
financial assets measured at fair value through results for the purpose of selling in the short
term and therefore were classified as current assets.

c. Fixed Income Fund


The fixed income fund is remunerated at a rate; in June the rate was 101.6% of CDI (March
2010: rate of 92% of CDI) and has no maturity. These securities are classified as financial
assets at fair value through profit or loss intended to be sold in the short-term and therefore
were classified as current assets.

d. Debentures
The debentures issued by Ita BBA, Bradesco and BNB are remunerated at the rate of 98% to
100,8% of CDI (March 2010: between 99.5% and 100,8% of CDI), with an option to
repurchase favor of the Company, and have maturities between February 2011 and March
2012 (March 2010: June 2010 and March 2012). These securities are classified as financial
assets measured at fair value through results for the purpose of selling in the short term and
therefore were classified as current assets.

49

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

e. Shop FI Renda Fixa Credto Privado


The Company has a exclusive fund, , managed by Banco Ita S/A,. The composition of fund
as of June 30, 2010 is as follows:

Investments

Remuneration

Maturity

101.5% to 110.0%
of CDI
102.5% to 112.0%
of CDI
100.5% to 101.0%
of CDI

June to
September 2010
June 2010 to
January 2011
March 2011 to
March 2012
July 2010 to
March 2015

% SE 06/30/2010

Financial institutions:
Post-fixed CDB
Post-fixed CDB Early
settlement
Debentures
Government bonds

SELIC

25.2%

107,419

13.7%

57,948

37.2%

158,462

23.9%

101,938

100.0%
(-) Management fee

(29)

Total

100.0%

50

425,738

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The Company aims to manage its cash seeking a balance between liquidity and profitability,
considering the investment plan for the next years. We follow the guidelines below to make
our strategy possible:

Distribute the risk by financial institution prioritizing liquidity and profitability:


Liquidity

% SE

06/30/2010

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

70.5%
14.9%
4.4%
10.1%

300,362
63,636
18,814
42,955

100.0%

425,767

Total

Invest the cash in high quality financial instruments with good market liquidity (Bank
Deposit Certificates, RDBs, Debentures, Investment Funds, government bonds, amoung
others):
Allocation by institution:
Ita
Bradesco
Government bonds
PactualB
Votorantin
ABC
Santander
Other
Total

% SE

21.3%
23.6%
23.9%
8.2%
5.5%
5.2%
4.2%
8.1%

06/30/2010

100.0%

425,767

90,739
100,306
101,938
34,916
23,288
22,082
17,986
34,512

Invest the Companys funds in prime financial institutions and government bonds with
investment grade minimum rating issued by the largest global rating agencies
(Moodys, Austin, S&P, Fitch);
51

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

f. Fundo de Investimento Imobilirio Via Parque Shopping (FIIVPS)


This asset started being classified as available-for-sale financial instrument as of December
31, 2008, and as of June 30, 2010, it is recorded at fair value. The FIIVPS fair value on June
30, 2010 was calculated by using data from the most recent arms length market transaction,
by parties knowledgeable of the deal and willing to conclude it without privileges.
06/30/2010

03/31/2010

1,476,354
69.62%

1,476,354
69.62%

Balance at the beginning of the period


Distributions received as return on capital
Adjustment to fair value

145,506
(6,305)
6,305

145,506
(5,740)
5,740

Balance at end of period

145,506

145,506

Number of quotas held by FIIVPS


Interests in the Quotas of FIIVPS

52

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Accounts receivable
Aliansce
06/30/2010
Rental and services receivable
Assignment of Usage rights - CDU
receivable
Condominium dues receivable

Provision for doubtful accounts

Current
Non-current

Aliansce Consolidated

03/31/2010 06/30/2010 03/31/2010

5,074

3,334

30,850

27,588

283

305

2,866
5,717

2,874
5,613

5,357

3,639

39,433

36,075

(927)

(726)

(8,139)

(9,015)

4,430

2,913

31,294

27,060

4,430
-

2,913
-

30,212
1,082

26,051
1,009

Allowance for doubtful accounts is formed with a basis on the Management estimate at an
amount considered adequate to cover possible losses arising on collection of accounts receivable,
considering the historical losses recorded by the Company.

53

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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


Aliansce
06/30/2010
Falling due
Overdue up to 90 days
Overdue from 91 to 180 days
Overdue over 180 days

Aliansce Consolidated

03/31/2010

06/30/2010

03/31/2010

3,960
404
224
769

2,007
521
180
931

23,242
2,141
3,270
10,780

17,637
3,613
1,883
12,942

5,357

3,639

39,433

36,075

Dividends receivable
Aliansce

SCGR Empr. e Participaes S.A.


Albarpa Participaes Ltda.

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

147
2,679

247
2,679

2,826

2,926

54

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Related party transactions


Related party transactions are presented as follows:
06/30/2010

Parent company

03/31/2010

Noncurrent
assets

Noncurrent
liabilities

Noncurrent
assets

Noncurrent
liabilities

(17,454)
(10,003)
(17,542)
(338)
-

5
-

(16,986)
(10,003)
(10,714)
(338)
(700)

27
110
-

(850)
(11,742)
-

27
300
-

(850)
(11,742)
(10)

3,994
15

Subsidiaries:
Boulevard Shopping Belm S.A.
Yangon Participaes Ltda.
Nibal Participaes Ltda.
SDT 3 Centro Comercial Ltda.
Acapurana Participaes Ltda.
RRSPE Empreendimentos e Participaes
Ltda.
Albarpa Participaes Ltda.
Aliansce Assessoria Comercial Ltda.
Aliansce Services Ltda.
Other related parties:
NRG Empreendimentos Ltda.
Other

3,994
24
4,155

55

(57,929)

4,341

(51,343)

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

06/30/2010

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

Noncurrent Non-current
assets
liabilities

03/31/2010

Transactio
n/Result

Noncurrent
assets

Current Non-current Transaction


liabilities
liabilities
/Result

15

3,065
731
-

10

1,876
467
(207)

762

(883)
(412)
(392)
(168)
(108)
(746)
(1,087)

785

(458)
(221)
(229)
(86)
(106)
(323)
(713)

43
745
22
438

(2,290)
-

43
759
22
276

(2,290)
-

3,908
4,534
3,994
5,818
405

(29,859)
(74)
-

3,908
3,984
3,994
5,662
405

(29,117)
(74)
-

20,684

(32,223)

(31,481)

56

19,848

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The main balances of assets and liabilities on June 30, and March 31, 2010 as well as transactions
that have influenced the income for the periods, related to operations with related parties, resulted
from transactions between the Company, jointly-controlled subsidiaries, subsidiaries, associated
companies and other related parties, as follows:

On September 30, 2008, the Company leased the notional fractions belonging to Nibal, its
wholly-owned subsidiary (that holds 41.59% of Condomnio Naciguat and 38.0% of
Shopping Taboo), and became the receiver of their revenues by means of a transaction
which resulted in the Companys first CCI issuance, of R$ 200,000 million, as disclosed in
Note 15;

The liability balance of Aliansce with Albarpa refers to the loan operation with Barpa
(company merged by Albarpa on December 31, 2009), with no remuneration and no
maturity, whose funding occurred up to December 2009, in the amount of R$11,742 on June
30, 2010 (R$11,742 on March 31, 2010:);

The liability balance of Aliansce with Yangon Participaes Ltda. (Yangon ) refers to the
loan operation, with no remuneration and no maturity, entered into both companies, whose
funding occurred during the year 2009, in the amount of R$10,003 ( R$10,003 on March 31,
2010:);

The liability balance of Aliansce with Boulevard Belm refers to the loan operation, with
remuneration of TR + 12.3561% p.a. and no maturity, entered into both companies, whose
funding occurred in February 2009, in the amount of R$ 17,454 on June 30, 2010 (R$16,986
on March 31, 2010:);

On February 27, 2009 Matisse leased the notional fractions of Shopping Boulevard Belm
belonging to Boulevard Belm S.A, and became the receiver of its rental revenues by means
of a transaction which resulted in the Companys CCI issuance, of R$150,000, as disclosed in
Note 15;

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

57

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

As mentioned in Note 2, in 2009 the Company issued R$49,632 million in debentures under
the same contractual conditions as the CRI operation entered into Boulevard Belm and
Matisse, acquired in its entirety by Boulevard Belm;

As mentioned in Note 18(1), on June 30, 2010, Boulevard Shopping has a liability with
Amrica Futebol Clube resulting from purchase of land in the amount of R$ 7,156;

The subsidiary Boulevard Belm has a positive balance in the amount of R$5,818 on June 30,
2010 (R$5,661 on March 31, 2010) related to a loan, remunerated at TR + 12.3561% p.a.
with no maturity, Status Construes Ltda;

The transactions/results refer to the management fee charged from the condominiums by the
administrators Aliansce and Niad, which correspond to a monthly fixed amount of,
approximately, R$20 per condominium (R$20 on March 31, 2010), or 5% of the monthly
budget of the condominium. Furthermore, it contemplates any amounts payable charged by
the administrators upon the expansion of the shopping malls;

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

In the first semester of 2010, directors fees totaled approximately R$5,864 in consolidated
and were recorded as expenses. On June, 30 the Company had a compensation policy based
on shares, as disclosed in Note 32.

58

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

10

Investments
a. Subsidiaries
Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries

Nibal Participaes Ltda.

Yangon Participaes
Ltda.

Investment of
the Company

99.99%

Investment in
ventures/
shopping centers

06/30/2010

03/31/2010

Investee
business activity

Shopping Boulevard
Belm S.A.

75.0%

75.0%

Owner company
of 100.0% of Shopping
Boulevard Belm. Aliansce
held 75% of Shopping
Boulevard Belm S.A. on
December 31, 2008

Matisse Participaes
S.A.

75.0%

75.0%

Shopping Center

Shopping Iguatemi
Salvador Condomnio Naciguat

41.59%

41.59%

Shopping Center

Acapurana
Participaes Ltda.

99.99%

99.99%

Owner company of
50% of Santana Parque
Shopping

Shopping Taboo

38.0%

38.0%

Shopping Center

C&A Store Shopping Iguatemi


Salvador

44.58%

44.58%

Commercial space

Shopping Campina
Grande

30.52%

30.52%

Shopping Center

Shopping Iguatemi
Salvador Condomnio Riguat

56.51%

56.51%

Shopping Center

40.0%

Owner company
of 50% of Shopping
Grande Rio

SCGR
Empreendimentos e
Participaes S.A. (1)

59

40.0%

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries

Investment of
the Company

99.99%

SCGR Empreendimentos
e Participaes S.A. (1)

Albarpa Participaes
Ltda.

Alsupra Participaes
Ltda.

Boulevard Shopping S.A.

RRSPE
Empreendimentos e
Participaes Ltda.

10.0%

99.99%

99.99%

70.0%

99.99%

Investment in
ventures/
shopping centers

06/30/2010

03/31/2010

Investee
business activity

Lojas C&A Shopping


Grande Rio/Feira de
Santana

100.0%

100.0%

Commercial space

Shopping Grande Rio

50.0%

50.0%

Shopping Center

Carioca Shopping

40.0%

40.0%

Shopping Center

Caxias Shopping

40.0%

40.0%

Shopping Center

Supershopping
Osasco

31.52%

31.52%

Shopping Center

BSC Shopping
Centers S.A.

30.0%

30.0%

Shopping Center

Shopping Center
Boulevard

100.0%

Shopping Iguatemi
Salvador Condomnio Riguat

14.98%

14.98%

Shopping Center

100.0%

Shopping Center

2008 Empreendimentos
Comerciais (1)

50.0%

Boulevard Shopping
Braslia

100.0%

100.0%

Shopping Center

BSC Shopping
Centers S.A.

70.0%

Bangu Shopping

100.0%

100.0%

Shopping Center

SDT3 Centro Comercial


Ltda. (1)

38.0%

Parking lot manager

60

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Investment in
ventures/shopping centers
Subsidiaries/Jointly
controlled subsidiaries

Investment of
the Company

Investment in
ventures/
shopping centers

06/30/2010

03/31/2010

Investee
business activity

Manati
Empreendimentos e
Participaes (1)

50.0%

rsula

75.0%

75.0%

Shopping Center

NIAD Administrao
Ltda.

100.0%

Colina Shopping
Center Ltda (1)

50%

50.0%

Manager of Shopping Centers

Aliansce Assessoria
Comercial Ltda.

100.0%

Seller of shopping centers

Aliansce Services
general
administrative services

Shopping Santa

100.0%
Shared service center
-

Aliansce
Estacionamentos Ltda
Haleiwa
Empreendimentos
Imobilirios Ltda. (1)

(1)

100.0%
-

Parking lot manager

Land in Macei

100.0%

100.0%

Shopping Center

50.0%

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

61

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

b. Composition of balances of investments and goodwill based on the appreciation of the property
Aliansce - At June 30, 2010

Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e
Participaes
SCGR Empreendimentos e
Participaes S.A.
Haleiwa Empreendimentos
Imobilirios Ltda.
2008 Empreendimentos
Comerciais S.A.
RRSPE Empreendimentos e
Participaes Ltda.
Aliansce Assessoria
Comercial Ltda.

Capital

Quantity of
shares/quotas
held

Shareholders
equity

Income
(loss)

Interest %

Investment

AFAC

Goodwill/
Negative
goodwill

81,228
118,026
14,229
42,559
110,257
30,401

8,122,800
118,026
70
42,559
11,025
30,401

131,180
121,862
128,895
47,658
119,832
29,737

4,878
3,957
(925)
5,335
7,664
(662)

100.00%
100.00%
70.00%
100.00%
70.00%
100.00%

100,200
121,235
6,325
47,658
83,883
29,737

30,980
628
96,039
-

51,336

21,443

63,854

2,592

50.00%

21,503

18,827

180

25,380

10.00%

28,365

13,418

28,452

(92)

15,001

571

34,844

6,442

6,442

10

10

Total
06/30/2010

Total
03/31/2010

44,647
19,674
-

175,827
121,863
102,364
67,332
83,883
29,737

175,622
120,746
102,763
69,423
82,421
29,675

10,425

31,928

31,444

2,538

13,888

16,426

16,143

50.00%

14,227

14,227

14,079

22

50.00%

6,028

8,065

14,093

15,238

7,031

577

100.00%

7,031

7,031

7,131

909

14

100.00%

899

10

909

874

62

4,640

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Company
Niad Administrao Ltda.
Aliansce Services
Aliansce Parking Lot
SDT 3 Centro Comercial Ltda.

(1)

Capital

Quantity of
shares/quotas
held

Shareholders
equity

Income
(loss)

Interest %

Investment

AFAC

Goodwill/
Negative
goodwill

100
803
10
78

100
803
10
3

447
931
45
124

712
128
35
382

100.00%
100.00%
100.00%
38.00%

446
931
45
47

(84)
-

442,733

146,147

78,125

Total
06/30/2010

Total
03/31/2010

362
931
45
47

680
883
41

667,005

667,163

Goodwill/(Negative Goodwill)
Goodwills recorded in Aliansce related to interest in Nibal, Yangon and SCGR arise from the appreciation of properties. These refer to Shopping Iguatemi Salvador - Condomnio Naciguat, Shopping
Iguatemi Salvador - Condomnio Riguat and Shopping Center Grande Rio, respectively, and are based on appraisal reports issued by independent experts. These assets were reclassified as fixed assets
in the consolidated and are depreciated based on the depreciation rates of assets to which they refer and have their recoverability tested at least once a year.

63

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

c. Movement of investments
Aliansce - At June 30, 2010
Company
Nibal Participaes Ltda.
Albarpa Participaes Ltda.
Shopping Boulevard S.A.
Yangon Participaes Ltda.
BSC Shopping Centers S.A.
Alsupra Participaes Ltda.
Manati Empreendimentos e Participaes (1)
SCGR Empreendimentos e Participaes S.A.
Haleiwa Empreendimentos Imobilirios Ltda.
2008 Empreendimentos Comerciais S.A.
RRSPE Empreendimentos e Participaes Ltda.
Aliansce Assessoria Comercial Ltda.

Balance
12/31/2009
168,143
118,906
103,012
66,995
84,349
1
31,075
15,962
13,982
13,511
6,854
886
64

Addition Equity income

5,357
30,399
1,684
290
571
10

4,877
3,957
(648)
5,337
5,366
(663)
(831)
464
(45)
11
577
13

Dividends

Balance
06/30/2010

Balance
03/31/2010

(2,550)
(1,000)
(5,000)
(5,832)
(400)
-

175,827
121,863
102,364
67,332
83,883
29,737
31,928
16,426
14,227
14,093
7,031
909

175,622
120,746
102,763
69,423
82,421
29,675
31,444
16,143
14,079
15,238
7,131
874

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Company
Niad Administrao Ltda.
Aliansce Services
Aliansce Estacionamento
SDT 3 Centro Comercial Ltda.

Balance
12/31/2009

Addition Equity income

301
30

803
10
-

711
128
35
17

624,007

39,124

19,306

Dividends

Balance
06/30/2010

Balance
03/31/2010

(650)
-

362
931
45
47

680
883
41

667,005

667,163

(15,432)

(1) The equity in income of the subsidiary Manati refers to its net income from January to June, 2010 plus the result of December 2009, which was
not recorded in the financial statements of December 31, 2009.

65

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

11

Property, plant and equipment


Annual
rates of
depreciation
(%)
Land
Buildings and facilities
Computers and peripherals
Furniture and fixtures
Machinery and equipment
Works in progress
Leasehold improvements
(-) Accumulated depreciation

4 &10
20
10
10
-

66

Aliansce

Aliansce Consolidated

06/30/2010 03/31/2010 06/30/2010 03/31/2010


970
130
14
365
(485)

917
119
14
365
(423)

157,480
595,156
1,916
2,818
14,993
265,980
4,458
(81,135)

157,472
580,010
1,826
1,881
12,781
236,243
4,458
(74,394)

994

992

961,666

920,277

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Aliansce

Aliansce Consolidated

06/30/2010 03/31/2010 06/30/2010 03/31/2010


Distribution by locality:
Boulevard Shopping Belm
Bangu Shopping
Boulevard Shopping Belo Horizonte (*)
Santana Parque Shopping
Shopping Iguatemi Salvador
Caxias Shopping
Carioca Shopping
Shopping Santa rsula
Shopping Taboo
Carioca Estacionamento
SuperShopping Osasco
Boulevard Shopping Braslia
Shopping Grande Rio
Shopping Macei (*)
Boulevard Shopping Campina Grande
Property in Shopping Iguatemi Salvador
Property in Shopping Grande Rio
Property in Shopping Center Feira deSantana
Effects - Head Office

994

992

207,790
117,691
248,591
55,894
109,013
33,801
20,338
28,653
22,427
2,294
20,475
18,156
33,852
13,683
7,809
5,441
4,309
3,301
8,148

209,087
116,392
206,694
56,440
108,316
33,970
20,436
28,495
22,494
2,325
20,676
18,010
34,062
13,640
7,871
5,507
4,360
3,340
8,162

994

992

961,666

920,277

(*) Shopping centers under construction, whose opening is expected to happen between 2010 and 2012.

During the quarter ended on June 30, 2010, the Company did not identify any asset impairment
indicator.

67

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

12

Intangible assets
Aliansce

Aliansce Consolidated

Useful life

06/30/2010

03/31/2010

Goodwill in the of entities not taken


over:
2008 Empr. Imob. Ltda.
BSC Shopping Center S.A.
Boulevard Shopping S.A.
Aliansce Ass. Com. S.A.

Undefined
Undefined
Undefined
Undefined

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

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

30,000
58,266
4,266
4,160

30,000
58,266
4,266
4,160

Goodwill in the acquistion of


merged entities:
Barpa Empr. Part. S.A.
Supra Empr. Part. S.A.
Ricshopping Emp. Part. Ltda.
EDRJ64 Participaes Ltda.

Undefined
Undefined
Undefined
Undefined

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

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

Intangible assets:
Right of use of parking lot (1)
Trademarks and patents

Undefined
Undefined

5,523
-

5,523
-

6,673
5

6,673
5

343
(52)

2,675
479
(150)

2,675
408
(117)

58,656

261,842

261,804

Right to the Transfer Unit of the


Right to Build (UTDC) (2)
Software
(-) Accumulated amortization

25 years
5 years

397
(72)
58,690

06/30/2010

03/31/2010

(1) Refers to the right to use the parking lots of Santa rsula and Iguatemi Salvador shopping centers, and
do not have an expiry date; therefore, they are not amortized.
(2) Refers to the right to build acquired by Shopping Boulevard S.A, that belongs to the company Deciso
Empreendimentos e Construes Ltda., that grants rights to do surveys, studies and negotiations in the
area of the property located in Belo Horizonte. Additionally , the transfer of the right to build is
regulated by Law 7,165, of August 27, 1996 and Decree 9616, of June 26, 1998.

68

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The goodwill based on future returns do not have a determined useful life, and hence are not
amortized. The Company tests these assets recoverable value annually by mean of an
impairment test.
The rights to exploit parking facilities have no expiry terms, and for this reason the Company
does not define a useful life for these assets. The Company tests these assets recoverable value
annually by mean of an impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
The goodwill amounts calculated for interest in entities are based on the expectation of future
profitability of the acquired asset. These assets were amortized up to December 31, 2008 and, as
from January 1, 2009, were no longer amortized.

13

Deferred charges
Aliansce

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

Preoperating expenses
Accumulated amortization

2,100
(665)

2,100
(560)

38,127
(12,561)

38,127
(11,790)

Net amount

1,435

1,540

25,566

26,337

Pre-operating expenses are being amortized over a period of ten years.

69

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

14

Loans and financing

Financial institution

Borrowing company

Maturity

Index

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

Aliansce
Aliansce
Albarpa
Nibal
SCGR
SCGR
Boulevard Shopping
Nibal
Boulevard Shopping S.A.

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

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

Current
Non-current
70

Annual
Aliansce
Aliansce Consolidated
interest
rate 06/30/2010 03/31/2010 06/30/2010 03/31/2010
1.87%
12.95%
10.80%
10.00%
4.95%
4.45%
11.39%
5.70%

37,881
5,395
-

44,533
5,232
-

37,881
5,395
16,884
3,162
1,801
2,421
95,975
928
348

44,533
5,232
16,860
3,443
1,892
2,512
70,548
963
378

43,276

49,765

164,795

146,361

32,165
11,111

31,987
17,778

39,172
125,623

35,905
110,456

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Guarantees: Promissory notes, escrow of credit rights, mortgage on fraction of property and the
collateral signature of the partners.
The loans and financing disbursement schedule is presented below:

2010
2011
2012
2013
2014
2015
After 2015

15

06/30/2010

03/31/2010

21,760
23,969
20,856
12,640
12,207
12,026
61,337

26,942
19,421
21,393
10,444
10,033
9,919
48,209

164,795

146,361

Real Estate Credit Notes (CCI)


The balance of Real estate credit notes is as follows:
Aliansce

Aliansce Consolidated

06/30/2010 03/31/2010
Real estate credit note - R$200,000 (1)
Real estate credit note - R$150,000 (2)
Real estate credit note R$70,000 (3)
Real estate credit note - R$30,000 (4)
(-) Issuance cost

Current
Non-current

06/30/2010 03/31/2010

70,486
30,261
(3,410)

70,549
30,282
(3,491)

202,787
176,115
70,486
30,261
(19,161)

200,000
171,044
70,549
30,282
(22,064)

97,337

97,340

460,488

449,811

18,530
78,807

14,642
82,698

34,590
425,898

19,426
430,385

71

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

(1) Real Estate Credit Notes (CCI) of R$200,000


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

R$200,214

Period of the operation

120 months

Asset - Aliansce

13%p.a.

Liability Aliansce

10.80% p.a. + RT (*)

(*) Reference rate.


Analogously to the assignment of CCIs and through a private instrument of fiduciary release,
Nibal assigned to Cibrasec the rights and obligations of the swap contract on the same date of
conclusion of the operation. On June 30, 2010, the amount of this derivative financial
instrument is R$ 4,201 (March 2010: R$11,514).
The swap transaction is recorded in CETIP, with no margin provided in guarantee.
72

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The CCIs disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

06/30/2010

03/31/2010

7,001
11,698
16,650
19,672
23,171
27,158
97,437

491
14,836
16,650
19,672
23,171
27,158
98,022

202,787

200,000

During the transactions first two years, the agreement provides payment of small
installments of principal and six-monthly interest. As of October 2010, the principal and
interest payments will comply with a schedule defined contractually.
Considering the costs for structuring this transaction, the effective interest rate was
recalculated at RT + 11.3562% p.a.
(2) Real Estate Credit Notes (CCI) of R$150,000
On February 27, 2009, the Company completed the funding of the amount of approximately
one hundred and fifty million reais (R$150,000), by means of a financial operation involving
its subsidiary Matisse, which generated the issuance of a Real Estate Receivables Certificates
(CRI). This operation involved the twelve-year lease to the Company of notional fractions of
properties owned by Matisse (100% of Shopping Belm), its subsidiary, which are under a
sublease to storeowners from the shopping malls built on the aforesaid properties. In
representation of the housing loans arising from the abovementioned lease agreements,
Boulevard Belm issued Real Estate Credit Notes (CCI), assigning them at a cost to
Cibrasec - Companhia Brasileira de Securitizao, which used them as security for the 97th
series of the 2nd CRI issuance of the issuer. The Company reckoned with the structural
support of Ita S.A., all in compliance with the rules contained in Laws 9,514/1997 and
10,931/2004. This transactions interest rate is the RT + 12% p.a.
73

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Considering the costs for structuring this transaction, the effective interest rate was
recalculated at RT + 12.3561% p.a.
The agreement provides a grace period of two years, contacts signing the contract for
payment of principal and interest. As of February 2011, the payment of principal and interest
will follow the schedule set by contract.
The CCIs disbursement is scheduled as follows:

2011
2012
2013
2014
2015
After 2015

06/30/2010

03/31/2010

34,606
10,801
11,431
14,162
15,588
89,527

29,442
10,801
11,431
14,162
15,588
89,620

176,115

171,044

(3) Real Estate Credit Notes (CCI) of R$70,000


On September 15, 2009 the Company entered into with Domus Cia de Crdito Imobilirio
(Domus) a Private Agreement for a Real Estate Loan, whereby Domus granted the
Company a R$ 70,000 real estate loan to fund the latters shopping mall developments,
payable in the form, terms, and other conditions agreed on in the loan agreement. As a result
of the Real Estate Loan granted, the Company agreed to pay Domus: (i) the real estate credits
arising from Disbursement I and Disbursement II, in the sums, payment terms, and other
conditions provided for in the Loan Agreement, as well as (ii) all and any credit rights due by
the Company or to which Domus is entitled by virtue of the Real Estate Loan Agreement,
including all of the respective charges such as inflation updating, interest, late charges, fines,
penalties, reparations, insurance, expenses, costs, attorneys fees, guarantees, and other
contractual and legal charges provided for in the Real Estate Loan Agreement (Real Estate
Credits).

74

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

In guarantee of the agreed on contractual liabilities, on September 15, 2009 the following was
agreed on: (i) lien on 70% of Bangu Shopping, owned by BSC; and (ii) assignment of 70% of
Bangu Shoppings receivables, owned by BSC. Alliansce also granted a lien on the BSC
shares owned by Alliansce, which will remain in force only until the definite registration of
the previously described guarantees. In addition, the following was agreed on: (i) lien on
Barpa and Supra shares, companies taken over by Albarpa on December 31, 2009
respectively; and (ii) lien on Acapurana Quotas owned by Nibal, which will be released on
the implementation of the suspensive condition in connection with lien on BSC shares, and
provided that there is full compliance with all the remaining and agreed on obligations. Thus,
Domus issued Fractional Real Estate Receivables Certificates related to disbursement I and
assigned them to RB Capital. In addition, RB Capital issued Fractional Real Estate Credit
Notes related to disbursement II.
Considering the costs for structuring this transaction, the effective interest rate was
recalculated at IPCA + 10.79% p.a.
The CCIs disbursement is scheduled as follows:

2010
2011
2012
2013
2014
2015
After 2015

75

06/30/2010

03/31/2010

10,104
7,902
8,930
8,137
7,415
6,757
21,241

7,879
9,889
8,930
8,137
7,415
6,757
21,542

70,486

70,549

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

(4) Real Estate Credit Notes (CCI) of R$30,000


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

2010
2011
2012
2013
2014
2015
After 2015

76

06/30/2010

03/31/2010

4,417
3,277
3,813
3,474
3,166
2,885
9,229

3,364
4,223
3,813
3,474
3,166
2,885
9,357

30,261

30,282

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

16

Suppliers
Aliansce

Suppliers of materials and services


Suppliers of Shopping Center

17

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

1,378
523

1,158
373

6,016
3,629

8,966
2,470

1,901

1,531

9,645

11,436

Taxes and contributions payable


Aliansce
06/30/2010
COFINS
PIS
ISS
Income tax
Social contribution
Other

77

Aliansce Consolidated

03/31/2010 06/30/2010 03/31/2010

99
21
85
22

41
9
86
22

1,106
240
196
1,258
473
63

1,092
97
161
1,376
475
60

227

158

3,336

3,261

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

18

Obligations for purchase of assets


Aliansce Consolidated
06/30/2010 03/31/2010
Land - Belo Horizonte (1)
Additional interest in BSC (2)

Current
Non-current

7,156
52,347

7,156
51,069

59,503

58,225

7,156
52,347

7,156
51,069

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

78

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

19

Deferred revenues
Aliansce

Assignment of right of use


Prepaid rental

20

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

2,360
-

2,184
-

45,286
3,952

48,888
4,416

2,360

2,184

49,238

53,304

Provision for contingencies


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

79

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The balance of provision for contingencies is as follows:


Aliansce Consolidated
06/30/2010

PIS & COFINS proceeding (1)


Provision for contingencies
IPTU (2)
Other

Other judicial deposits

03/31/2010

Provision

Judicial
deposits

Net

Provision

Judicial
deposits

Net

8,890

(1,343)

7,547

8,625

(1,343)

7,282

2,579
196

2,579
196

2,579
196

2,579
196

11,665

(1,343)

10,322

11,400

(1,343)

10,057

(415)

(432)

11,665

(1,758)

11,400

(1,775)

(415)
9,907

(432)
9,625

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

80

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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

21

Deferred income and social contribution taxes


The balances of deferred assets and liabilities are as follows:
Aliansce

Deferred tax assets


Temporary differences:
Fair value adjustments - Swap

Deferred tax liabilities


Temporary differences:
Fair value adjustments - FIIVPS
Amortization of goodwill taken
over(1)
Allocation of minimum rent based on
the straight-line method

Aliansce Consolidated

06/30/2010

03/31/2010

06/30/2010

03/31/2010

1,428

3,915

1,428

3,915

1,428

3,915

1,428

3,915

44,044
-

43,852
-

44,044
5,843

43,852
4,869

81

(4)

1,303

896

44,125

43,848

51,190

49,617

(1) The Company recorded deferred income and social contribution taxes on the temporary taxable
difference created by the fiscal benefit of amortized goodwill for the purpose of finding income tax
and social contribution payable and the suspension of goodwill book amortization. The sum recorded
reflects the fiscal benefit that the Company saved over the period.

81

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The recognition of income and social contribution taxes on income (loss) for the year is presented
as follows:
Aliansce
06/30/2010

06/30/2009

06/30/2010

06/30/2009

(3,735)

(4,194)

(2,767)
-

3,431
-

(2,767)
(1,948)

3,431
-

(176)

(656)

(2,943)

3,431

(5,371)

3,431

(2,943)

3,431

(9,106)

(763)

Current income and social contribution


taxes
Deferred income and social contribution
taxes:
Fair value adjustments - Swap
Amortization of goodwill taken over(1)
Allocation of minimum rent based on the
straight-line method

Aliansce Consolidated

The balance of deferred income tax and social contribution, assets as well as liabilities, refer to
the effects of Law 11,638/07.

22

Debentures
On February 16, 2009 the Company issued 496,318 debentures not convertible into shares and of
unit par value of R$ 0.1 (one hundred Brazilian reais), totaling R$ 49,632. The issuance was
made in a single series. The debentures pay the TR rate + 12.3561% p.a. and maturity on January
19, 2021. On March 31, 2010, the balance is R$56,197.

82

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

23

Shareholders equity

23.1

Capital
On June 30 and March 31, 2010, the capital of Aliansce is represented by R$916,342, with
139,467,170 common shares with no par value, respectively.
06/30/2010
Shareholders
Individual partners
Company partners:
GGP Brazil I LLC
Rique Empreendimentos e
Participaes Ltda.
Renato Feitosa Rique
GBPI Fundo de Investimento e
Participaes
Free Float
Total paid up

03/31/2010

Shares

Amount

Shares

Amount

1.28%

1,782,313

11,729

1.28%

1,782,313

11,729

31.44%

43,842,428

288,098

31.44%

43,842,428

288,098

12.31%
0.43%

17,174,913
600,801

112,802
3,299

12.31%
0.36%

17,174,913
500,001

112,802
3,299

3.35%

4,667,515

30,697

3.35%

4,667,515

30,697

51.19%

71,399,200

469,717

51.26%

71,500,000

469,717

100%

139,467,170

916,342

100,%

139,467,170

916,342

83

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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

23.2

Reserves
According to the Companys by-laws, 5% of the net income for the year will be allocated to legal
reserve until it attains 20% of the capital stock.

23.3

Remuneration to shareholders
As established in the Companys By-laws, the compulsory minimum dividend is 25%, calculated
on the net income for the year, adjusted in the manner established by article 202 of Law 6,404/76.

24

Financial instruments, exposure and risk management


The estimated market values of the asset and liability financial instruments of the Company and
its subsidiaries were calculated as described below. The Company and its subsidiaries do not
operate in the derivatives market and there are no derivative financial instruments not recorded on
June 30, 2010 except for the swap operation tied to the Real Estate Credit Notes (CCI)
operation explained in Note 15.

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


Cash and cash equivalents and interest earnings bank deposits
The balances in checking account maintained at banks have their market values identical to the
book balances.
For short-term financial investments, the market value was calculated based on the market
quotations of these securities; when there were no quotations, they were based on the future cash
flows, discounted at average available investment rates.
84

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Trade accounts receivable and loans and financing


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

Securities
(i) FII Via Parque Shopping - FII Via Parque Shopping is recorded at fair value as described in
Note 8(e); and
(ii) Bank Deposit Certificates (CDB), debentures and Agribusiness Letters of Credit (LCA) assessed at fair value based on probable realizable value.

Derivative financial instruments


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

Limitations
The market values were estimated at the balance sheet date, based on relevant market
information. Changes in the assumptions may significantly affect the presented estimates.
The estimated fair value for derivative financial instrument contracted by the Companys
subsidiary was determined by information available in the market and specific valuation
methodologies. However, considerable judgment was required in the interpretation of the market
data to estimate the most adequate realization of the fair value of each operation.

85

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The Company had made an assessment of the financial transactions in order to define the fair
value of the swap transaction between Aliansce and its subsidiary Nibal assigned to CIBRASEC.
As of June 30, 2010, the operation is recorded at fair value and the gains and losses for the year
were recorded in income accounts.
Aliansce opted for not recording the fair value of financial liabilities (fair value hedge), as it
believed the derivative operation would not give rise to a financial exposure.

Sensitivity analysis
CVM Instruction 475 sets forth that publicly-held companies, in addition to the provisions in item
59 of OCPC03 (which revokes Resolution 566/09 issued by CVM and sanctions CPC 14)
regarding Financial Instruments: Recognition, Measurement and Evidencing, shall disclose a
table stating a sensitivity analysis for any market risks deemed as relevant by Management,
arising from financial instruments, to which the Company is exposed at the balance sheet date,
including all operations with derivative financial instruments.
In compliance with the aforementioned, Management considered, as the most probable scenario,
the one of realizing, at the operation maturity date, what the market has been signaling by way of
market curves (currencies and interest) provided by BM&F BOVESPA. Thus, for scenarios II
and IV, the Company took into account a devaluation of 25% and 50%, respectively. In the
scenario I, the probable scenario, there is no significant impact on the fair value of the financial
instruments, and for scenarios III and V, the Company took into consideration an appreciation of
25% and 50%, respectively, in the risk variables up to the financial instruments maturity date.

86

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The table below shows the sensitivity analysis of Companys management an the effects on cash
of operations pending on June 30, 2010:

Transaction

Book Scenario Scenario Scenario Scenario Scenario


value
I 0% II -25% III +25% IV -50% V +50%

Bradesco Loan
(16,730) (15,632) (15,412) (15,852) (15,192) (16,071)
Unibanco Loan
(37,881) (37,493) (36,761) (38,226) (36,028) (38,959)
Bradesco Financing
(95,972) (84,894) (83,484) (86,316) (82,086) (87,749)
Market value - FII Via Parque 145,506 196,849 284,991 150,447 (513,993) 121,919
CCI Nibal
(202,787) (202,300) (198,606) (206,082) (194,997) (209,952)
CCI Belm
(176,115) (173,182) (168,583) (177,931) (164,128) (182,834)
CCI RB Capital
(105,747) (96,546) (92,436) (100,731) (88,408) (104,987)
Financing Joo Fortes
(52,347) (53,153) (51,409) (54,938) (49,703) (56,762)
(4,201)
(4,201)
(5,730)
12,035 (18,345) 18,221
Swap
The table below summarizes the assumptions used in the sensitivity analysis:
Variable of risk

Scenario I

TR
CDI
IPCA
Discount rate (1)

1.67%
12.00%
4.50%
11.00%

Scenario II Scenario III


1.25%
9.00%
3.38%
8.25%

2.09%
15.00%
5.63%
13.75%

Scenario IV Scenario V
0.84%
6.00%
2.25%
5.50%

2.51%
18.00%
6.75%
16.50%

(1) Refers to the discount rates used in the sensitivity analysis of different scenarios for the
market value of Via Parque Shopping. A discount rate of 11% was used in all scenarios for
the remaining operations.

87

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Risk management

Credit - The Companys operations consist of the leasing of commercial spaces and
management of shopping malls. The lease contracts are regulated by the Leasing law. Our
customer portfolio is diversified and is constantly monitored with the objective of reducing
losses due to default.

Price - The Companys revenues strongly depend on its ability to lease the commercial
spaces available in the malls. Such adverse conditions as economic recession, increase in the
tax burden and negative perceptions regarding the security, cleaning, convenience and
attractiveness of the areas may affect the shopping mall vacancy rates of undertakings and
restrict the possibility of increasing leasing amounts. Management periodically monitors
these conditions with the objective of anticipating responses that might reduce the impacts of
such adverse conditions on our business.

Interest - The Companys financing contracts are obtained at normal market rates, as
described in Note 14. The Company manages the risk of exposure to interest rates, by
adopting a liquidity preservation policy, such that the flow of the long-term liabilities
assumed is covered by the flow of projected receipts. Furthermore, in order to offset the risks
resulting from the mismatching between the prefixed rate of rent established in the lease
contracts and the rate of restatement that will be fixed in relation to the CCIs, the Company
entered into a swap contract as described in Note 15. The positive or negative net result of the
interest swap operations was recognized on the financial income and expenses line over the
competent period of the operations. These swap contracts have a nominal value of R$200,133
up to the inception of amortization of principal, that will occur on October 2010.

Working capital - The analysis of the Companys working capital is affected by the turnover
of accounts receivable (rental with period of receipt of 30 days) vis a vis short-term liability
(loans/financing with installments of 12 months). To honor its short-term commitments and
to deal with the investments provided for in its business plan, the Company manages its
short-term working capital through the forecast of cash generation forecast of the ventures in
which it has an interest together with the evaluation of financing sources available in the
market. On June 30, 2010 the cash balance projected for December 31, 2010 is R$251,049.

88

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

25

Derivative financial instruments: The Company follows the policy of not assuming positions
in derivatives likely to put at risk the continuity and profitability of its business. Specifically
in this swap transaction, the Companys intention was to create a liability indexed to the TR
rate, which served as a base to issue a R$ 200,000 CRI at the rate of TR + 10.80% p.a.

Insurance
The Company and its subsidiaries adopt the policy of contracting insurance coverage for
properties subject to risks in amounts considered sufficient to cover any casualties, considering
the nature of their activity. The risk assumptions, due to their nature, are out of the scope of a
limited review, and therefore were not examined by our independent auditors.
As of June 30, 2010, all the Companys shopping malls in operation were insured in an
equivalent manner in the following amounts:

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

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

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

89

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

26

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

Gross profit from rental and services rendered


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

Aliansce Consolidated

06/30/2010

06/30/2009

06/30/2010

06/30/2009

17,560
11,548
316
622
145

17,940
9,386
119
29
119

65,227
12,605
6,021
9,174
1,197
259

49,877
9,695
3,943
3,819
1,142
299

30,191

27,593

94,483

68,775

(1) Income from minimum rent is being recorded based on the straight-line method, in
accordance with the guidance provided by CPC 06 - Lease operations.
(2) The opening of Shopping Boulevard Braslia in July 2009 and Shopping Boulevard Belm in
November 2009 increased rental income of June 30, 2010 by R$ 14,465.

90

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

27

Cost of rentals and services


Aliansce
Cost per type

Aliansce Consolidated

06/30/2010 06/30/2009 06/30/2010 06/30/2009

Depreciation of properties
Cost of marketing and planning
Expenditures with rented property
Parking
Malls operational costs
Allowance for doubtful accounts
Preoperating expenses (1)
Expenses with leasing of notional fraction (2)

1,112
809
523
951
15,628

993
562
497
579
14,455

13,173
2,512
3,574
4,077
2,562
1,692
2,163
-

7,728
2,340
1,824
1,665
1,627
1,162
2,984
-

Total cost of lease and services

19,023

17,086

29,753

19,330

(1) As a result of Law 11638/07, preoperating expenses incurred in the period from January to
December 2009 not directly related to the development of the venture are classified in the
Cost of rentals and services group.
(2) Refers to the lease amount paid by Aliansce to Nibal regarding the lease of notional fraction
of 41.59% of Naciguat and 38% of Shopping Taboo, owned by Nibal, according to lease
contract signed between the parties on September 25, 2008.

91

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

28

Administrative and general expenses


Aliansce

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

29

Aliansce Consolidated

06/30/2010

06/30/2009

06/30/2010

06/30/2009

10,711
3,105
289
365
290
670

6,919
2,082
320
323
265
530

10,762
3,994
558
1,949
386
1,030

6,953
3,418
604
1,664
348
775

15,430

10,439

18,679

13,762

Financial income
Aliansce

Aliansce Consolidated

06/30/2010 06/30/2009 06/30/2010 06/30/2009


Financial expenses:
Interest
Fair value adjustments - Swap (1)
Monetary variation expense
Other

(14,040)
(1,894)
(332)

(3,297)
(10,745)
(5,518)
(899)

(32,796)
(3,918)
(601)

(13,056)
(10,745)
(5,552)
(1,689)

(16,266)

(20,459)

(37,315)

(31,042)

92

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Aliansce

Aliansce Consolidated

06/30/2010 06/30/2009 06/30/2010 06/30/2009

Financial income:
Interest
Fair value adjustments - Swap (1)
Income from derivative financial
instruments - Swap (2)
Monetary variation income
Other

14,077
8,139

682
-

15,314
8,139

3,043
-

1,577
3
119

1,676
12
192

1,577
728
383

1,676
92
644

23,915

2,562

26,141

5,455

7,649

(17,897)

(11,174)

(25,587)

Financial income

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

30

Other operating income (expenses)


Aliansce

Aliansce Consolidated

06/30/2010 06/30/2009
Gain/(Loss) in investments (1)
Other operating income

93

06/30/2010

06/30/2009

(671)

(1,830)
(122)

(349)

(230)
(15)

(671)

(1,952)

(349)

(245)

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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

31

Guaranties and sureties


The Company and/or its shareholders, in the capacity of guarantors of loans and financing
assumed by the Company and by some of its subsidiaries (subsidiaries of Aliansce and of
shareholders), provided surety bonds in amounts proportionate to their interest in the subsidiaries,
in the amount of R$584,601
The detailing of contracts in which there are guarantees provided by the Company and/or its
shareholders, for the period ended June 30, 2010 is demonstrated below:
Amounts
guaranteed
(Parent
company and/or
shareholders)

Beginning

End

37,881

December
2008

November
2011

206,439
3.162

September
2010
Maio 2009

September
2018
Abril 2013

16,884

16,884

January
2011

December
2018

148,085

148,085

March 2011

February
2021

Debit balance
(Subsidiaries)

Amortization
Settled
installmen
ts

Terms

19

CDI +
1.87%
p.a.

14

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

96

TR +
10.80%
p.a.

120

TR +
12% p.a.

Remaining
installments

Aliansce (1)

Banco Unibanco

37,881

17

Nibal

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

Banco Bradesco

206,439
3.162

96
34

Shopping
Boulevard
Belm (5)
CIBRASEC (*)

94

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Debit balance
(Subsidiaries)

Amounts
guaranteed
(Parent
company and/or
shareholders)

Amortization

Beginning

End

Remaining
installments

Settled
installmen
ts

Terms

SCGR (6)
Banco
Itau/BNDES

1,801

1,801

July 2008

June 2015

60

24

TJLP +
4.95%
p.a.

Banco
Itau/BNDES

2,421

2,421

April 2010

March
2017

81

TJLP +
4.45% p.a.

70,486

January
2010

December
2019

IPCA+
9.7371%
p.a.

30,261

30,261

February
2010

January
2020

115

IPCA +
9.7371%
p.a.

67,181

67,181

December
2011

November
2021

120

TR +
11.39% p.a.

586,601

584,601

ALIANSCE

RB Capital (7)

RB Capital (8)

70,486

114

Boulevard
Shopping:

Bradesco (9) (*)


Total
(1)

Nibal, Yangon, Frascatti, Alsupra and Albarpa x Aliansce


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

(2)

Aliansce e Nibal x CIBRASEC


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

Pledge of:

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

95

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

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

Mortgage on the properties Naciguat, Riguat, and Taboo;

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

Fiduciary release of the asset position in the swap; and

Surety bond of Nibal and of Aliansce.

(3)

NIBAL x BNB

(4)

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

Under the loan guarantee, the members of Naciguat gave their mortgage percentage Naciguat. Like Nibal had already
given its percentage in ensuring the CRI, the Yangon has security in place, mortgaging 30.52% of Campina Grande
Boulevard and Nibal gave the store C & A Iguatemi Salvador. Moreover, there is endorsement of Luciana Rique
Guimares, Reinaldo Feitosa Rique, Rique and Ana Beatriz Ribeiro Aliansce Shopping Centers SA

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

(5)

Sureties provided by Aliansce; and

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

Shopping Boulevard Belm x Cibrasec


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

Surety of Aliansce in favor of Investor;

Surety bond of Aliansce in favor of Shopping Boulevard Belm;

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

96

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

(6)

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

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

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

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

Fiduciary assignment of Quotas of Fundo Via Parque

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

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

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

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

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

(7)

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

Second degree mortgage of a 35% notional fraction of the property on which the undertaking is located.

Amendment to the agreement on the assignment and pledge of receivables arising from the rental of areas in Shopping
Grande Rio, which now also secures this new note.

Aliansce and RB Capital


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

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

97

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

(8)

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

Fiduciary assignment of BSCs shares, owned by Aliansce.

Aliansce and RB Capital


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

(9)

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

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

Fiduciary assignment of BSCs shares, owned by Aliansce.

Boulevard BH and Bradesco


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

(*)

32

Sureties provided by Aliansce;

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

Fiduciary assignment of future receivables of Boulevard BH; and

Fiduciary assignment of shares of Boulevard BH;

Amounts of the Companys equity interests.

Stock option plan


On November 12, 2009 was approved by the Extraordinary General Meeting the stock option
plan for executives (Plan). The Plan provides that the Board of Directors may grant options to
managers, employees, and service providers, or to other companies under our control, or to
tenants of the ventures that the Company manages or in which it has equity holdings. The options
granted pursuant to the Plan may confer acquisition rights on a number of shares not in excess of
7% of Companys total equity capital, always within the authorized capital limits.

98

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

The options are granted at no cost to the beneficiaries, and the vesting period will be four years,
and may be exercised as of first year at a rate of 25% per annum. Should a participant not
exercise the option by the end of each vesting period, or not exercise it in the permitted
proportion during the mentioned period, such options not exercised will be added to the options
to be exercised by the end of the following period, and may be exercised in the future. Each Plan
Participant should to subscribe, by undersigning a subscripton agreement without any
reservations, and agreeing to comply with all the arrangements established.
The term for exercising options will be specified by the Board of Directors, subject to legal
parameters, the options date of granting, but under any circumstances will it be later than five
years as of the date of grant of each option. Following this period, the options granted but not
exercised will loose their effectiveness.
The Board of Directors members cannot participate in meetings in which decisions are taken with
regard to Plan participation, and Committee members cannot become eligible for the acquisition
options or share subscription provided by the Plan.
The Board of Directors will be in charge of determining the exercise price of the options granted,
which will be based on the average price of the common shares over the last twenty trading
sessions at BM&FBOVESPA S.A. prior to the option being granted, weighted by the trading
volume and updated for inflation by means of an index specified by the Board of Directors, until
the date of the actual exercise of the option granted by the Plan. Exceptionally, the exercise price
for options granted under the IPO occurred on January 27, 2010 will be equal to the share price
specified in the Offering. The shares resulting from the option being exercised should be paid by
participants in no more than five days from the date on which the Board of Directors approves the
respective capital increase, within the limits of the Companys authorized capital or disposal of
treasury shares, as applicable.
The Plan will become effective on the date of approval by the Special Shareholders Meeting and
will expire at any time, (a) by means of a resolution of the Companys Special Shareholders
Meeting or of the Board of Directors; (b) when the Companys public company registration is
cancelled; (c) when the Companys common shares are no longer traded in the over-the-counter
market, organized market, or the stock exchanges; (d) due to Companys corporate
reorganization; (e) should the Company be dissolved or wound up; or (f) due to a 10-year time
lapse as of the date of the first granting of options under the Plan, whichever takes place first.
99

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Shareholders will not be entitled to preemptive rights when being granted or on exercising a stock
option purchase under the Plan, pursuant to article 171, paragraph 3, in the Brazilian Corporate
Law.
Pursuant to Pronouncement CPC 10 Share-based Payment, the Company should account for
the expenses arising from shares under the Plan, between the date of granting the option and the
date the options are exercised, based on the options fair value on the date they are granted.
According to Pronouncement CPC 10, the options granted and exercised will not create effects in
the Companys Income of statment, as this expense will be recognized during the vesting period.
On May 7, 2010 the Company approved the 1st and 2nd Stock Option plans by the Company and
the allocation of these to certain executives and employees, under the Stock Option Plan
approved by the Special Shareholders meeting held on November 12, 2009. The table below
shows the total shares under the Plans 1st and 2nd programs.

Stock option plan


1st program
2nd program

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

Total shares in
the stockoption plans

Exercise
price

3,486,679

R$ 9.00

518,321

R$ 9.75

The underwriting or acquisition price for the shares under both Programs will be updated
monthly according to the IPC-DI index disclosed by Fundao Getlio Vargas, as of this date.
The options granted to beneficiaries may only be exercised as of one year from the date they are
granted, at a rate of 25% per year. Should a beneficiary not exercise the option by the end of each
vesting period, or not exercise it in the permitted proportion during the mentioned period, such
options not exercised will be added to the options to be exercised by the end of the following
period, and may be exercised in the future.
The maximum term for exercising the options granted under the 1st and 2nd Programs is five
years as of granting the options. Following this term, the beneficiary will lose the right to
exercise the option.
100

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

Pursuant to Pronouncement CPC 10 - Shared-Based Payment, as approved by CVM Resolution


562 of 2008, the Company has recognized, as the services were provided in payment transactions
based on shares, the effect on the income figures for the quarter ended on June 30, 2010, totaling
R$ 173.
The stock option price were calculated based on fair value on the date that the options were
granted in accordance with each of the Companys programs, based on their respective fair value.
The Company used the Black - Scholes model and financial models to estimated the accounting
effects with a reasonable degree of accuracy.
Programs
Term of exercise
Quantity of options
Exercise price in R$
Market price in R$
Fair value of the options in R$
Volatility of share price (1)
Risk-free rate of return
Market value

1st program

2nd program

07/05/2015
3,486,679
9.00
9.30
3.02
39.16%
12.27%
2,104

07/05/2015
518,321
9.75
9.30
2.73
39.16%
12.27%
283

(1) The volatility was determined based on the daily closing price of the post-IPO

33

Subsequent events
On July 5, 2010 the Company acquired for R$ 7,725 a 50% interest in the venture known as
Parque Shopping, which is in pre-operating stage, located in Belm. The Companys total
investment in this venture until the completion date, at its participation, will be R$63,500.
On July 26, 2010, one of the subsidiaries of the Company (Albarpa Participaes Ltda.)
increased the interest participation in the Super Shopping Osasco, through the acquisition of ideal
fraction of 2.0571% of the venture for R$1,728, which increased the participation of 33.58% of
the Mall.

101

Aliansce Shopping Centers S.A.


(Publicly-held Company)

Notes to the quarterly information


(In thousands of reais)

* * *

Board of Directors
Renato Feitosa Rique - Chief Executive Officer
Aloysio M. de Miranda Filho - Board Member
Luiz Henrique Fraga - Board Member
Joel Laurence Bayer - Board Member
Adam Spencer Metz - Board Member
Carlos Alberto Vieira - Independent Board Member
Executive Board
Renato Feitosa Rique - Chief Executive Officer
Henrique Christino Cordeiro Guerra Neto - Executive and Investor Relations Officer
Renato Ribeiro de Andrade Botelho - Chief Financial Officer
Delco Lage Mendes - Chief Operating Officer
Paula Guimares Fonseca - New Business Officer
Ewerton Espnola Visco - Officer

Igor Malagris Amaro


Accountant
CRC-RJ 092997/O-1

102

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