2013 Financial Statements

Multiplan Empreendimentos Imobilirios S.A.
Financial statements
December 31, 2013 and 2012
(A free translation of the original report issued in Portuguese
as published in Brazil containing financial statements prepared
in accordance with accounting practices adopted in Brazil)
KPDS 79698

Financial statements at
Contents
Management report
Independent auditors' report on the financial statements
Balance sheets
10
Statements of operation
14
Statements of comprehensive income
16
Statements of changes in equity
17
Statements of cash flows
19
Statement of added value
23
Notes to the financial statements
25
MANAGEMENTS DISCUSSION AND ANALYSIS
In compliance with legal requirements and in accordance with the Brazilian Corporate
Laws, Multiplan Empreendimentos Imobilirios S.A. (the Company) presents, as
follows, its Management Discussion and Analysis for the financial and operational
results for the year ended December, 31st, 2013.
Multiplan Empreendimentos Imobilirios S.A., a company that manages, develops and
owns shopping centers, closed its fiscal year 2013, highlighting its rental revenue
which increased 18.6% for the full year, together with the important contribution of the
shopping centers inaugurated in the last quarter of 2012. Multiplan closed 2013 with
the delivery of developments in So Paulo and Ribeiro Preto, in which the highlights
were the delivery of Morumbi Corporate, two corporate floor towers, and expansions
VI, VII and VIII at RibeiroShopping. Furthermore, the company also opened Parque
Shopping Macei, its first shopping center in the Northeast of Brazil.
OPERATING PERFORMANCE
(R$ million)
2013
2012
% Var.
11,385.7
9,790.6
16.3%
Gross Revenue
1,068,9
1,044,1
2.4%
Rental Revenue
679.5
573.1
18.6%
Services Revenue
105.4
98.6
6.9%
G&A
-108.0
-99.9
8.1%
Shopping Center Expenses
-121.1
-73.5
64.8%
New Projects for Lease Expenses
-21.5
-31.7
32.4%
New Projects for Sale Expenses
-12.3
-15.6
21.3%
NOI
689.2
605.7
13.8%
Net Income
284.6
388.1
26.7%
Total Sales
Total Sales: up 16.3%, reaching the mark of R$11.4 billion, of which R$1.0 billion
were generated by the shopping centers JundiaShopping, ParkShoppingCampoGrande,
VillageMall and Parque Shopping Macei, inaugurated in the fourth quarters of 2012
and 2013.
Every company shopping center presented growth throughout the year. The highlight
was RibeiroShopping (+17.4%) leading the pack due to the contributions of its three
expansions
recently
opened.
Shopping
Santa
rsula
(+13.4%)
and
ParkShoppingSoCaetano (+14.4%) were also highlights in the period.
Gross Revenue: reached R$1,068.9 million in the fiscal year, representing a growth of
2.4%, even if the sale of the Morumbi Business Center in 2012 is considered. If the
sale is excluded, growth would have been of 21.6%, year over year. The main
contributors were rental revenue, with 63.6%, followed by parking revenue, with
12.2%, and Services revenue with 9.9%.
Rental Revenue: was R$679.4 million, including the linearity effect (removal of the
volatility and seasonality of rental revenues and fixed rent).
Parking Revenue: reached R$130.9 million in 2013, 24.7% higher than in 2012. The
new shopping centers JundiaShopping, ParkShoppingCampoGrande, VillageMall, and
the new deck parking in RibeiroShopping contributed to this performance by adding
7,700 parking slots, increasing the portfolios total 45.3 thousand.
Services Revenue: reached the mark of R$105.4 million, 6.9% higher than in 2012,
as a result of the increase in management fees given the beginning of operations at
the new shopping centers mentioned earlier.
G&A: increased by 8.1%, to R$108.0 million, when compared to that of 2012, of
R$99.9 million. As a percentage of net revenues, G&A represented 11,1%, the second
lowest percentage mark since the IPO, compared to the record high of 10,4% in 2012.
Shopping Center Expenses: accumulated R$121.1 million, equivalent to 13.7% of
shopping center net revenues. Multiplan believes that the consolidation of the new
operations should show margins converging to those of consolidated shopping centers.
New Projects for Lease Expenses: decreased 28.0% with the delivery of the new
shopping centers and the new corporate towers for lease, Morumbi Corporate. The
same happened to the New Projects for Sale Expenses, which presented a
reduction of 30.1% in 2013, with the progress of construction works.
NOI: reached R$684.0 million in 2013, 16.0% higher than in the previous year.
EBITDA: presented a decrease of 0.9%, reaching the mark of R$609.4 million in 2013.
Net Income: was R$284.6 million, presented a decrease of 26.7% due to higher
financial expenses and depreciation resulting from the opening of the new shopping
centers.
Net Cash Position: The Company ended the fiscal year with a cash position of
R$331.6 million, and gross debt, with an average duration of 55 months, of R$2,158.5
million.
The year of 2013 ended with a comercial tower for lease project under development,
BarraShopping Office, in Rio de Janeiro, integrated to Expansion VII of BarraShopping,
and delivery scheduled for the second half of 2014. The company also has a real estate
for sale project composed of two towers and in the final stages of construction at
BarraShoppingSul. Delivery is scheduled for the second quarter of 2014.
INDEPENDENT AUDITORS
In compliance with Instruction CVM n 381, the company presents the following clarifications:
(i) For the reviewing services of quarterly financials (ITRs) concerning the first and
second quarters of 2013, the Company enrolled Deloitte Touche Tohmatsu
Auditores Independentes (Deloitte), for R$ 292 thousand.
(ii) As disclosed in a Press Release on September 23rd, 2013, the Company replaced its
external auditors (Deloitte) with KPMG Auditores Independentes (KPMG), with the
sole purpose of avoiding any potential perception of loss of independence or conflict
of interest between the company and Deloitte due to a potential lease agreement.
Under the circumstances, KPMG was signed up to review the third quarter of 2013
and audit those of December 31st, 2013, for R$ 430 thousand.
(iii) Due to the implementation of CPCs 18 (R2) and 19 (R2) as of January 1st, 2013, the
Company filed again its financial statements, balance sheet and Cash flow and the
amounts added for December 31st, 2012, with the balance sheet from 2012 as the
starting point. Due to this re-filing, the company R$ 80 thousand to Deloitte, and R$
60 thousand to Ernst & Young, Terco Auditores Independentes S.S.
(iv) Throughout the yea63r of 2013, the company also hired Deloitte Touche Tohmatsu
and Ernst & Young, Terco for other services related to the external auditing for
R$470 thousand and R$ 540 thousand, respectively, which referred basically to the
issuance of a confort letter on the envolvment of the auditors in the public offering
and primary distribution of ordinary shares and the reissuance of the financial
statements 2011 and 2010 as a result of this public offering.
The above mentioned services have already been executed and do not contradict the
norms of Independence of the external auditors.
The companys policy in contracting external auditor for other services other than
auditing ensures that there is no conflict of interests, loss of Independence or
objectivity of these external auditors.
Throughout the fiscal year of 2013, our independent auditors did not provide other
services unrelated to auditing.
PERSONNEL
The Company had, on December 31st, 2012 and 2013, 243 and 268 employees,
respectively.
Within the activities centered on the communities in which its properties are situated,
Multiplan highlights its Young Apprentice Project, in which the goal is to introduce
Young people to the professional world. The company also promotes and sponsors
training programs for its employees by means of courses and lectures at its shopping
centers.
ENVIRONMENTAL
The activities involving environmental issues meet all legal requirements with the
technology available in the country. The companys strategy is to install the
appropriate equipment and implement new procedures to increase the efficiency of
these processes. Some of the main environmental-related activities include recycling
processes, such as garbage recycling which is predominantly paper and water
treatment for reuse in the shopping center in processes that do not include human
contact with this water.
Management
Independent auditors' report on the financial statements

(A free translation of the original report in Portuguese, as filed with the Brazilian Securities and
Exchange Commission - CVM, prepared in accordance with the accounting practices adopted in
Brazil, rules of the CVM and the International Financial Reporting Standards - IFRS)
To
Board Members and Shareholders of
Rio de Janeiro - RJ
We have examined the individual and consolidated financial statements of Multiplan

Empreendimentos Imobilirios S.A. (The Company), identified as Parent Company and
Consolidated, respectively, which comprise the balance sheet as of December 31, 2013 and the
related statements of operations, comprehensive income, changes in shareholders equity and
cash flows for the year then ended as well as a summary of the significant accounting policies
and other notes to the financial statements.
Managements Responsibility for the Financial Statements
Companys management is responsible for the preparation and fair presentation of the
individual financial statements in accordance with the accounting practices adopted in Brazil
and for the consolidated financial statements in accordance with the International Financial
Reporting Standards (IFRS) and issued by the International Accounting Standards Board
(IASB) and the accounting practices adopted in Brazil, and for such internal controls, as
management determines is necessary to enable the preparation of financial statements that are
free of material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit,
carried out in accordance with Brazilian and International Standards on Auditing. Those
standards require compliance of ethical requirements by the auditor and that the audit is planned
and performed for the purpose of obtaining reasonable assurance that the financial statements
are free from material misstatement.
An audit involves performing selected procedures to obtain evidence respect to the amounts and
disclosures presented in the financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In the assessment of these risks, the auditors
considers relevant internal controls for the preparation and fair presentation of the Companys
financial statements, in order to plan audit procedures that are appropriate in the circumstances,
but not for purposes of expressing an opinion on the effectiveness of the Companys internal
controls. An audit also includes evaluating the adequacy of the accounting practices used and
the reasonableness of the accounting estimates made by Management, as well as evaluating the
overall presentation of the financial statements taken as a whole.
We believe that the audit evidence obtained is sufficient and appropriate for expressing our
opinion.
Opinion on the individual financial statements
In our opinion, the aforementioned individual financial statements present fairly, in all material
respects, the financial position of Multiplan Empreendimentos Imobilirios S.A. as of December
31, 2013, and of its financial performance and its cash flows for the year then ended, in
accordance with accounting practices adopted in Brazil.
Opinion on the consolidated financial statements prepared in accordance with
International Financial Reporting Standards (IFRS) applicable to real estate Companies
in Brazil and approved by the Accounting Pronouncements Committee (CPC), the
Brazilian Securities Commission (CVM) and the Federal Council Accounting (CFC)
In our opinion, the aforementioned consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Multiplan Empreendimentos
Imobilirios S.A. as of December 31, 2013 and of its consolidated financial performance and its
consolidated cash flows for the year then ended, in accordance with the International Financial
Reporting Standards - IFRS applicable to real estate companies in Brazil and approved by the
Accounting Pronouncements Committee (CPC), the Brazilian Securities Commission (CVM)
and the Federal Accounting Council (CFC).
Emphasis
As described in the note 2.3, the individual financial statements were prepared in accordance
with the accounting practices adopted in Brazil. In the case of Multiplan Empreendimentos
Imobilirios S.A., these practices differ from IFRS, applicable to the separate financial
statements, only with respect to the valuation of investments in subsidiaries by the equity
accounting method, while for IFRS purposes it would be valued at cost or value. Our opinion is
not qualified in this respect.
We draw attention to Note 2.1 to the financial statements, which states that the individual
financial statements have been prepared in accordance with accounting practices adopted in
Brazil. The consolidated financial statements, prepared in accordance with International
Financial Reporting Standards - IFRS applicable to real estate development entities, also
considers technical guideline OCPC 04 issued by the CPC. Such technical guideline addresses
the recognition of real estate revenues and involves issues related to the meaning and
application of the concept of continuous transfer of risks, rewards and control on the sale of real
estate units, as detailed in note 2.6. Our opinion is not qualified in this respect.
Other issues
Audit of values for the year ended December 31, 2012 and balance sheet as of January 1,
2012
Corresponding values to the year ended December 31, 2012 and the opening balance sheet at
January 1, 2012, disclosed for purposes of comparison and restated as a result of the matters
described in Note 2.31, were audited by other auditors who issued reports dated February 21,
2014, which did not include any modification.
Statements of added value

We have also examined the individual and consolidated statements of added value (DVA) for
the year ended December 31, 2013, prepared under responsibility of Multiplan
Empreendimentos Imobilirios S.A. management, whose presentation is required by Brazilian
Corporate Law for publicly-held companies and as supplementary information under IFRS that
do not require the presentation of a statement of value added. These statements were submitted
to the same audit procedures previously described and, in our opinion, these supplementary
statements are adequately presented, in all material respects, in relation to the basic financial
statements taken as a whole.
Rio de Janeiro, February 21, 2014
KPMG Auditores Independentes

CRC SP-014428/O-6 F-RJ
Original in Portuguese signed by
Marcelo Luiz Ferreira
Accountant CRC RJ-087095/O-7

Balance sheet at December 31, 2013
(Amounts expressed in thousands of Brazilian Reais R$)
Individual
12/31/2013
12/31/2012
(Restated)
01/01/2012
(Restated)
Current assets
Cash and cash equivalents (Note 3)
Short-term investments (Note 3)
Trade receivables (Notes 4 and 5)
Land and properties held for sale (Note 7)
Trade receivables from related parties (Note 5)
Taxes and social contributions recoverable (Note 6)
Others
136,571
120,651
171,143
4,213
2,550
1,274
34,881
309,524
2,144
181,630
4,948
5,088
33,802
19,929
473,331
30,758
185,328
5,537
14,279
39,053
18,423
Total current assets
471,283
557,065
766,709
54,112
42,903
12,268
25,079
5,199
55,184
35,443
14,022
23,274
2,965
42,253
27,321
8,523
23,826
535
139,561
130,888
102,458
Investments (Note 9)
Investment properties (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (Note 12)
1,401,793
3,312,265
11,164
342,254
1,360,410
2,888,007
10,798
338,993
647,091
2,665,973
12,863
316,292
Total non-current assets
5,207,037
4,729,096
3,744,677
Total Assets
5,678,320
5,286,161
4,511,386
Assets
Non-current assets
Escrow deposits (Note 18.2)
Others
See the accompanying notes to the financial statements
10

Consolidated
12/31/2013
12/31/2012
(Restated)
01/01/2012
(Restated)
Current assets
Cash and cash equivalents (Note 3)
Short-term investments (Note 3)
Taxes and social contributions recoverable (Note 6)
Others
210,479
121,120
242,249
159,994
2,882
2,434
51,790
388,977
2,144
218,310
166,084
9,080
28,393
32,958
524,468
30,951
199,935
146,573
16,018
35,540
20,939
790,948
845,946
974,424
Non-current assets
Escrow deposits (Note 18.2)
Others
56,333
348,624
13,206
26,929
5,227
61,450
333,175
15,992
24,792
2,513
44,395
310,610
8,521
24,943
535
450,319
437,922
389,004
Investments (Note 9)
Investment properties (Note 10)
Property, plant and equipment (Note 11)
Intangible assets (Note 12)
134,726
4,661,564
17,371
342,720
87,950
3,970,998
17,366
339,498
72,245
2,950,313
19,812
316,292
5,606,700
4,853,734
3,747,666
Total Assets
6,397,648
5,669,680
4,722,090
Assets
11

Individual
12/31/2013
12/31/2012
(Restated)
01/01/2012
(Restated)
Current liabilities
Loans and financing (Note 13)
Trade payables (Note 14)
Payables for acquisition of properties (Note 16)
Taxes and contributions payable (Note 17)
Interest on capital (Note 20.g)
Deferred revenues and costs (Note 19)
Debentures (Note 15)
Others
121,405
79,587
24,222
14,812
38,386
23,502
9,658
1,486
91,662
111,029
39,908
14,442
106,997
37,070
7,425
3,926
55,652
88,212
35,593
10,529
85,042
44,009
11,473
2,376
Total current liabilities
313,058
412,459
332,886
Non-current liabilities
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
1,054,320
14,447
300,000
23,001
124,235
29,271
1,156,984
35,836
300,000
24,377
102,648
46,336
501,863
72,634
300,000
20,715
49,114
143,137
Total non-current liabilities
1,545,274
1,666,181
1,087,463
Equity (Note 20)

Share capital
Share issuance costs
Capital reserves
Earnings reserves
Treasury shares
Effects on capital transactions
2,388,062
(38,628)
963,954
719,224
(122,628)
(89,996)
1,761,662
(21,016)
965,271
629,008
(37,408)
(89,996)
1,761,662
(21,016)
968,403
416,246
(34,258)
-
3,819,988
3,207,521
3,091,037
Total equity
3,819,988
3,207,521
3,091,037
Total liabilities and equity
5,678,320
5,286,161
4,511,386
Liabilities
Non-controlling interests
12

Consolidated
12/31/2013
12/31/2012
(Restated)
01/01/2012
(Restated)
Current liabilities
Trade payables (Note 14)
Taxes and contributions payable (Note 17)
Interest on capital (Note 20.g)
Advances from customers
Others
200,915
117,530
34,947
26,207
38,386
53,465
9,658
2,650
106,807
182,345
50,093
18,758
106,997
52,554
18,373
7,425
5,232
55,652
108,858
41,436
12,956
85,042
54,173
9,095
11,473
2,058
483,758
548,584
380,743
Provision for risks (Note 18.1)
Deferred income and social contribution taxes (Note 8)
Others
1,577,860
35,130
300,000
23,705
118,511
38,750
596
1,369,897
50,497
300,000
24,646
101,934
97,683
579
501,863
92,214
300,000
21,266
48,959
159,315
861
2,094,552
1,945,236
1,124,478
Equity (Note 20)

Share capital
Capital reserves
Earnings reserves
Treasury shares
2,388,062
(38,628)
963,954
718,388
(122,628)
(89,996)
1,761,662
(21,016)
965,271
627,216
(37,408)
(89,996)
1,761,662
(21,016)
968,403
414,610
(34,258)
-
3,819,152
3,205,729
3,089,401
186
131
127,468
Total equity
3,819,338
3,205,860
3,216,869
6,397,648
5,699,680
4,722,090
Liabilities
13

Statement of operations
Year ended December 31, 2013
(In thousands of Brazilian Reais, except basic and diluted earnings per share, in
Brazilian Reais)
Individual
12/31/2013
12/31/2012
724,350
696,305
(127,568)
(113,902)
596,782
582,403
(106,155)
(17,087)
(8,556)
(4,371)
(11,034)
31,873
(8,085)
(22,973)
(98,863)
(16,984)
(23,893)
(4,929)
(9,530)
97,647
(6,394)
3,987
Income from operations before finance income (expenses)

Finance income (costs), net (Note 23)
450,394
(91,320)
523,444
(44,128)
Income before income tax and social contribution
359,074
479,316
Income tax and social contribution (Note 8)

Current
Deferred assets
(52,718)
(22,414)
(38,990)
(53,534)
Total current and deferred income tax and social contribution
(75,132)
(92,524)
Profit for the year
283,942
386,792
Attributable to:
Owners of the individual
283,942
-
386,792
-
Basic earnings per share (Note 26)
1.5280
2.1692
Diluted earnings per share (Note 26)
1.5260
2.1680
Net operating revenue (Note 21)

Cost of services rendered and properties sold (Note 22)
Gross profit
Operating income (expenses):
Administrative expenses - headquarter (Note 22)
Administrative expenses - Shoppings (Note 22)
Expenses on projects for lease (Note 22)
Expenses on projects for sale (Note 22)
Expenses on share-based compensation (Note 20)
Equity in subsidiaries (Note 9)
Depreciation and amortization
Other operating income (expenses), net
14

(In thousands of Brazilian Reais, except basic and diluted earnings per share, in
Brazilian Reais)
Consolidated
12/31/2013
12/31/2012
(Restated)
973,054
958,372
(268,813)
(239,065)
704,241
719,307

Administrative expenses - headquarter (Note 22)
Administrative expenses - Shoppings (Note 22)
Expenses on projects for lease (Note 22)
Expenses on projects for sale (Note 22)
Expenses on share-based compensation (Note 20)
Equity in subsidiaries (Note 9)
Other operating income (expenses), net
(107,998)
(32,051)
(21,474)
(12,312)
(11,034)
(2,212)
(8,505)
(22,634)
(99,866)
(21,182)
(31,747)
(15,642)
(9,530)
2,014
(6,843)
4,562

Finance income (costs), net (Note 23)
486,021
(113,316)
541,073
(41,937)
372,705
499,136
Income tax and social contribution (Note 8)

Current
Deferred assets
(71,406)
(16,690)
(57,036)
(52,738)
(88,096)
(109,774)
Profit for the year
284,609
389,362
Attributable to:
Owners of the Individual
284,554
55
388,055
1,307
Basic earnings per share (Note 26)
1.5313
2.1762
Diluted earnings per share (Note 26)
1.5293
2.1751
Net operating revenue (Note 21)

Cost of services rendered and properties sold (Note 22)
Gross profit
15

Statement of comprehensive income
(In thousands of Brazilian Reais R$)
Individual
12/31/2013
12/31/2012
283,942
386,792
Total comprehensive income for the year
283,942
386,792
Total comprehensive income attributable to:

283,942
386,792
Profit for the year

Other comprehensive income
Consolidated
12/31/2013
12/31/2012
(Restated)
284,609
389,362
Total comprehensive income for the year
284,609
389,362
Total comprehensive income attributable to:

55
284,554
1,307
388,055
Profit for the year

Other comprehensive income
16

Statements of changes in equity (individual)
Share capital
Balances at January 01, 2012

Repurchase of shares to be held in treasury (Note 20.f)
Exercise of stock options
Effects on capital transactions (Note 20.e)
Stock options granted
Supplementary interest on capital and dividends (Note 20.g)
Profit for the year
Allocation of profit for the year
Legal reserve (Note 20.b)
Interest on capital (0.70082008 per share) (Note 20.g)
Expansion reserve (Note 20.c)
BALANCES AS AT DECEMBER 31, 2012
Stock issuance
Capital increase
Supplementary dividends of prior years
Payment of supplementary dividends of prior year
Profit for the year
Anticipation of interest on capital (Note 20.g)
Balances as at December 31, 2013
Capital reserves
Share
capital
Unpaid
capital
Share
issuance
costs
1,761,662
(21,016)
1,761,662
Earnings reserves
Special goodwill
reserve - merger
Goodwill
reserve on
issuance of shares
Legal
reserve
Expansion
reserve
42,603
186,548
739,252
36,325
379,921
(34,258)
9,530
-
(12,662)
-
19,339
-
(49,030)
242,453
(21,016)
52,133
186,548
726,590
55,664
626,400
-
(626,400)
626,400
-
(17,612)
-
11,036
-
(12,353)
-
2,388,062
(38,628)
63,169
186,548
Stock options
granted
17
Effects on
Treasury
capital
shares transactions
Retained
earnings
Total
3,091,037
(42,683)
39,533
-
(89,996)
-
386,792
(19,339)
(125,000)
(242,453)
(42,683)
26,871
(89,996)
9,530
(49,030)
386,792
(125,000)
-
573,344
(37,408)
(89,996)
3,207,521
(58,726)
-
(123,519)
38,299
-
58,726
(58,726)
283,942
626.400
(17,612)
(123,519)
25,946
11,036
(58,726)
283,942
14,197
-
134,745
(14,197)
(135,000)
(134,745)
(135,000)
-
714,237
69,861
649,363
(122,628)
(89,996)
3,819,988

Consolidated statements of changes in equity (consolidated)
Share capital
Share
capital Unpaid capital
Capital reserves
Earnings reserves
Share
issuance
costs
Stock
options
granted
Special
goodwill
reserve merger
Goodwill
reserve on
issuance of
shares
Legal
reserve
Expansion
reserve
Adjustments
in the
Individual
(Note 2.2)
Effects on
capital
transactions
Treasury
shares
Retained
earnings
Total
Non-controlling
interests
Total

Adjustments by the adoption of new IFRS (Note 2.31 b)
1,761,662
-
(21,016)
-
42,603
-
186,548
-
739,252
-
36,325
-
379,921
-
(2,145)
509
(34,258)
-
3,088,892
509
127,468
-
3,216,360
509-
Balances at January 01, 2012 (Represented)
1,761,662
(21,016)
42,603
186,548
739,252
36,325
379,921
(1,636)
(34,258)
3,089,401
127,468
3,216,869
9,530
-
(12,662)
-
(49,030)
-
938
(1,094)
-
(89,996)
-
(42,683)
39,533
-
(938)
(325)
388,055
(1,094)
(325)
(42,683)
26,871
(89,996)
9,530
(49,030)
388,055
(128,644)
1,307
(1,094)
(325)
(42,683)
26,871
(218,640)
9,530
(49,030)
389,362
19,339
-
242,453
(19,339)
(125,000)
(242,453)
(125,000)
-
(125,000)
-
1,761,662
(21,016)
52,133
186,548
726,590
55,664
573,344
(1,792)
(89,996)
(37,408)
3,205,729
131
3,205,860
626,400
-
(626,400)
626,400
-
(17,612)
-
11,036
-
(12,353)
-
(58,726)
-
956
-
(123,519)
38,299
-
(956)
344
58,726
(58,726)
284,554
626,400
344
(17,612)
(123,519)
25,946
11,036
(58,726)
284,554
55
626,400
344
(17,612)
(123,519)
25,946
11,036
(58,726)
284,609
14,197
-
134,745
(14,197)
(135,000)
(134,745)
(135,000)
-
(135,000)
-
2,388,062
(38,628)
63,169
186,548
714,237
69,861
649,363
(836)
(89,996)
(122,628)
3,819,152
186
3,819,338
Amortization of deferred charges in subsidiary (Note 2.3)

Derecognition of deferred Income Tax (IR) on equity in subsidiaries
Equity in subsidiaries (Note 2.3)
Effects of capital transaction (Note 20.e)
Payments of supplementary interest on capital and dividends (Note 20.g)
Profit for the year
Interest on capital (0.70082008 per share) (Note 20.g)
Balances as at December 31, 2012 (Restated)
Stock issuance
Capital increase
Amortization of deferred charges in subsidiary (Note 2.3)
Equity in subsidiaries (Note 2.3)
Payments of supplementary interest on capital and dividends (Note 20.g)
Payment of supplementary dividends of prior year
Profit for the year
Anticipation of interest on capital
18

Statement of cash flows
Individual
12/31/2013
12/31/2012
(Restated)
Cash flows from operating activities

Income before taxes
359,074
479,316
Adjustments in:
Equity in subsidiaries
Share-based compensation
Appropriation of repurchases point
Deferred revenue and cost
Inflation adjustment on debentures
Inflation adjustment on loans and financing
Inflation adjustment on payables for acquisition of properties
Inflation adjustment on related party transactions
Adjustment to present value
Others
90,356
(31,873)
11,036
4,170
(35,819)
26,817
111,603
5,177
(1,720)
(528)
64,257
(97,647)
9,530
2,691
(31,034)
26,599
55,834
9,222
(1,971)
(756)
3,829
538,293
519,870
Change in operating assets and liabilities

Land and properties held for sale
Trade receivables
Recoverable taxes
Escrow deposits
Other assets
Trade payables
Payables for acquisition of properties
Taxes and contributions payable
Taxes paid
Deferred revenues and costs
Other payables
(6,725)
11,200
0
(2,250)
(17,186)
(31,442)
(42,252)
(11,097)
(8,723)
5,186
(3,267)
(7,533)
(33,907)
33,354
552
(3,936)
62,913
(32,993)
(34,874)
(28,103)
(6,082)
2,152
Net cash provided by (used in) operating activities
431,737
471,413
19

Individual
12/31/2013
12/31/2013
(Restated)
Cash flows from investing activities

Increase (decrease) in investments
Dividends received
Reduction of capital
Receipt (payment) on related-party transactions
Additions to property, plant and equipment
Additions to investment properties
Written-off of investment property
Additions to intangible assets
Receipt of interest on related party transactions
Short-term investments
(369,564)
3,053
357.001
6,012
(1,642)
(505,242)
15,996
(10,122)
(118,507)
(564,281)
32,250
2,101
368
(659,700)
6,467
(27,398)
772
28,614
Net cash used in investment activities
(623,015)
(1,180,807)
Cash flows from financing activities

Borrowings and financing
Payment of borrowings and financing
Payment of interests on borrowings and financing
Cash from stock option exercise
Repurchase of shares to be held in treasury
Capital increase
Increase (decrease) in capital reserve
Payment of charges on debentures
Dividends and interest on capital paid
(21,781)
(76,620)
(107,568)
38,299
(123,519)
626,400
(17,612)
(12,353)
(24,584)
(262,337)
854,472
(49,244)
(59,751)
39,533
(42,683)
(12,662)
(32,003)
(152,075)
18,325
545,587
(172,953)
(163,807)
309,524
136,571
473,331
309,524
(172,953)
(163,807)
Net cash generated in financing activities

Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of year the period
20

Consolidated
12/31/2013
12/31/2012
(Restated)
Income before taxes
372,705
499,136
Adjustments in:
Others
123,344
2,212
11,036
(55)
4.248
(56,630)
26,817
144,854
5,338
(2,014)
(2,659)
6,215
73,585
(2,014)
9,530
(1,307)
2.740
(40,562)
26,599
58,432
12,896
(1,971)
(979)
(2,948)
635,411
633,137

Trade receivables
Recoverable taxes
Escrow deposits
Other assets
Trade payables
Taxes paid
Other payables
(9,359)
(22,152)
0
(2,582)
(21,546)
(64,815)
(37,457)
(5,026)
(32,972)
(1,427)
(18,373)
(2,623)
(42,076)
(26,594)
52,438
151
(14,712)
73,499
(45,956)
(51,280)
(45,290)
(27,042)
9,278
2,879
417,079
518,432
Cash flows from operating activities
21

Consolidated
12/31/2013
12/31/2012
(Restated)

Dividends received
Additions to investment properties
Written-off of investment property
(49,290)
0
10,998
(1,642)
(802,610)
16,030
(10,155)
(118,976)
(23,500)
9,801
668
334
(1,114,419)
24,570
(27,919)
772
28,807
Net cash used in investment activities
(955,645)
(1,100,886)

Capital increase
366,732
(95,083)
(135,875)
626,400
38,299
(123,519)
(12,353)
(17,612)
(24,584)
(262,337)
950,483
(49,363)
(71,798)
39,533
(42,683)
(89,996)
(92,474)
(12,662)
(32,003)
(152,075)
360,068
446,962
(178,498)
(135,492)
388,977
210,479
524,469
388,977
(178,498)
(135,492)
Net cash generated in financing activities

Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of year the period
22

Individual
12/31/2013
Income:
Net revenues from sales and services
Other revenues
Allowance for doubtful accounts
12/31/2012
797,037
8,400
(359)
762,296
6,064
(1,814)
805,078
766,546
(65,121)
(67,432)
(50,197)
(86,092)
(132,553)
(136,289)
Gross value added
672,525
630,257
Retentions
(90,356)
(64,257)
Wealth created by the entity, net
582,169
566,000
31,873
43,994
97,647
51,844
75,867
149,491
Wealth for distribution
658,036
715,491
Wealth distributed
Personnel
Salaries and wages
Benefits
FGTS
(50,477)
(4,633)
(1,707)
(48,038)
(3,805)
(1,365)
(56,817)
(53,208)
(171,173)
(151)
(6,769)
(163,587)
(704)
(8,592)
(178,093)
(172,883)
(132,949)
(94,661)
(6,235)
(7,947)
(139,184)
(102,608)
(135,000)
(125,000)
(148,942)
(261,792)
(283,942)
(386,792)
(658,036)
(715,491)
Inputs acquired from third parties

Costs of sales and services
Power, outside services and other
Wealth received in transfer

Finance income
Taxes, fees and contributions

Federal
State
Municipal
Third parties
Interest, exchange rate changes and inflation adjustment
Rental expenses
Shareholders
Dividends/Interest on capital
Retained earnings
Wealth distributed
23

Consolidated
12/31/2013
12/31/2012
(Restated)
1,068,867
8,731
(5,989)
1,044,083
6,666
(2,633)
1,071,609
1,048,116
(273,474)
(92,090)
(166,806)
(103,530)
(365,564)
(270,336)
706,045
777,780
Retentions:
(123,344)
(73,585)
Wealth created by the entity, net
582,701
704,195
(2,212)
49,485
2,014
58,497
47,273
60,511
629,974
764,706
Wealth distributed:
Personnel
Salaries and wages
Benefits
FGTS
(79,429)
(5,278)
(1,746)
(49,138)
(4,244)
(1,365)
(86,453)
(54,747)
(198,331)
(203)
(23,755)
(192,596)
(716)
(20,424)
(222,289)
(213,736)
(160,165)
123,542
(98,885)
(7,977)
(36,623)
(106,862)
(135,000)
(55)
(149,554)
(125,000)
(1,307)
(263,054)
(284,609)
(389,361)
(629,974)
(764,706)
Income:
Other revenues
Inputs acquired from third parties:

Gross value added
Wealth received in transfer:

Finance income

Federal
State
Municipal
Third parties
Rental expenses
Shareholders:
Dividends/Interest on capital
Non-controlling interests in retained earnings
Retained earnings
Wealth distributed
24

Notes to the financial statements

(In thousands of Brazilian Reais - R$, unless otherwise stated)
General information
The individual and consolidated financial statements of Multiplan Empreendimentos
Imobilirios S.A. (Company, Multiplan or Multiplan Group when referred to jointly with
its subsidiaries) for the year ended December 31, 2013 were authorized for issuance by
Management on 21 February, 2014. The Company was established as a publicly-traded entity
headquartered in Brazil, whose shares are traded on the So Paulo Stock Exchange
(BM&FBovespa). The Company is located at Avenida das Amricas, 4200, Bloco 2 - 5th floor,
Barra da Tijuca, Rio de Janeiro, RJ. Rio de Janeiro RJ.
The Company was established on December 30, 2005 and in engaged mainly in
(a) the planning, construction, development and sale of real estate projects of any nature, either
residential or commercial, including mainly urban shopping centers and areas developed based
on these real estate projects; (b) the purchase and sale of real estate and the acquisition and
disposal of real estate rights, and their operation, in any mean, including through lease; (c) the
provision of management and administrative services for its own shopping centers, or those of
third parties; (d) the provision of technical advisory and support services concerning real estate
issues; (e) civil construction, the execution of construction works and provision of engineering
and similar services in the real estate market; (f) development, promotion, management,
planning and intermediation of real estate developments; (g) import and export of goods and
services related to its activities; and (h) the acquisition of equity interests and share control in
other entities, as well as joint ventures with other entities, where it is authorized to enter into
shareholders agreements in order to attain or supplement its corporate purpose.
As at December 31, 2013 and 2012, the Company holds direct and indirect interests in the
following real estate developments:
Interest - %
Project
Shopping malls
BHShopping
BarraShopping
RibeiroShopping
MorumbiShopping
ParkShopping
DiamondMall
Shopping Anlia Franco
ParkShopping Barigui
Shopping Ptio Savassi
BarraShopping Sul
Vila Olmpia
New York City Center
Santa rsula
Parkshopping So Caetano
VillageMall
ParkShoppingCampoGrande (*)
JundiaShopping
Location
Belo Horizonte
Rio de Janeiro
Ribeiro Preto
So Paulo
Braslia
Belo Horizonte
So Paulo
Curitiba
Belo Horizonte
Porto Alegre
So Paulo
Rio de Janeiro
So Paulo
So Caetano
Rio de Janeiro
Rio de Janeiro
So Paulo
25
Beginning of
operations
12/31/2013
12/31/2012
1979
1981
1981
1982
1983
1996
1999
2003
2004
2008
2009
1999
1999
2011
2012
2012
2012
80.0
51.1
79.9
65.8
61.7
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0
80.0
51.1
76.2
65.8
60.0
90.0
30.0
84.0
96.5
100.0
60.0
50.0
62.5
100.0
100.0
90.0
100.0

(*)
As from the launching, the related party WP Empreendimentos e Participaes Ltda held 10% interest in
ParkshoppingCampoGrande. For further information, see Note 5.
The majority of the shopping malls are managed based on a structure known as Condomnio
Pro Indiviso - CPI (undivided interest). The shopping malls are not legal entities, but units
operated under an agreement whereby the owners (investors) share all revenues, costs and
expenses. The CPI structure is an option permitted by Brazilian laws for a period of five years,
with possibility of renewal. Under the CPI structure, each co-investor holds an interest in
property, which is undivided. As at December 31, 2013, the Company is the legal representative
and manager of all above mentioned shopping malls.
The activities performed by the major investees are summarized below (see information on
Multiplans equity interest in these investees in Note 2):
a.
Multiplan Administradora de Shopping Centers Ltda.

It is engaged in managing parking lots in its own shopping centers, and also managing,
promoting, operating and developing third-party shopping malls.
b.
Silent Partnership (SCP)

On February 15, 2006, the Company and its Individual Multiplan Planejamento, Participaes e
Administrao S.A. (MTP) established a silent partnership to build a residential real estate
project named Royal Green Pennsula.
c.
MPH Empreendimentos Imobilirios Ltda.

The Company holds 100% interest in MPH Empreendimentos Imobilirios Ltda., 50% through
its subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda. MPH
Empreendimentos Imobilirios Ltda. was established on September 1, 2006 and is engaged
mainly in developing, holding interest in and subsequently operating a shopping mall located in
Vila Olmpia district in the city of So Paulo, in which it holds 60% interest.
d.
Manati Empreendimentos e Participaes S.A. (Manati)

It is engaged in operating and managing, either directly or indirectly, a parking lot and Shopping
Center Santa rsula, located in the city of Ribeiro Preto, in the So Paulo State. Manati is
jointly controlled by Multiplan and Aliansce Shopping Centers S.A., as defined in the
Shareholders Agreement dated April 25, 2008.
e.
Parque Shopping Macei S.A.(formerly named Halleiwa Empreendimentos

Imobilirios S.A)
It is engaged in the construction and development of real estate projects, including shopping
centers with parking spaces in a land located at Av. Gustavo Paiva s/n, Cruz das Almas,
Macei. Parque Shopping Macei S.A. is jointly controlled by Multiplan Empreendimentos
Imobilirios S.A. and Aliansce Shopping Centers S.A., as defined in the Shareholders
Agreement dated May 20, 2008.
f.
Danville SP Empreendimento Imobilirio Ltda.(Danville)

It is engaged in the planning, implementation, development and sale of real estate project
Ribeiro Comercial.
26

g.
Multiplan Greenfield I Empreendimento Imobilirio Ltda.

Diamond Tower.
h.
Barrasul Empreendimento Imobilirio Ltda.

Residence Du Lac.
i.
Ribeiro Residencial Empreendimento Imobilirio Ltda.

Golden Green Residencial.
j.
Morumbi Business Center Empreendimento Imobilirio Ltda.

The Company holds 50% interest in Morumbi MPH Empreendimentos Imobilirios Ltda. As
mentioned in note 1(c). MPH holds 60% interest in Shopping Vila Olmpia.
k.
Multiplan Greenfield II Empreendimento Imobilirio Ltda.

Morumbi Golden Tower.
l.
Multiplan Greenfield IV Empreendimento Imobilirio Ltda.

Morumbi Diamond Tower.
m.
Jundia Shopping Center Ltda.

It is engaged in operating Shopping Center Jundia, holding 100.0% interest in it.
n.
Parkshopping Campo Grande Ltda.

It is engaged in operating Park Shopping Campo Grande, holding 100.0% interest in it.
o.
Parkshopping Corporate Empreendimento Imobilirio Ltda.

It is engaged in the planning, implementation, development and sale of real estate project Park
Office.
p.
Other investees
Investees Multiplan Greenfield III Empreendimento Imobilirio Ltda., Multiplan Greenfield VI
Empreendimento Imobilirio Ltda., Multiplan Greenfield VII Empreendimento Imobilirio
Ltda., Multiplan Greenfield IX Empreendimento Imobilirio Ltda., Multiplan Greenfield X
Empreendimento Imobilirio Ltda., Multiplan Greenfield XI Empreendimento Imobilirio
Ltda., Multiplan Greenfield XIV Empreendimento Imobilirio Ltda. and Multiplan Greenfield
XV Empreendimento Imobilirio Ltda. have the following corporate purpose: It is engaged in
(i) the planning, implementation, development and sale of real estate projects of any nature; (ii)
purchase and sale of properties and acquisition and sale of real estate rights, and the exploration
thereof; (iii) rendering of commercial center management and administration services; (iv)
technical consulting and support services related to real estate issues; (v) civil construction,
performance of construction works and rendering of engineering and related services in the real
estate sector; and (vi) real estate development, promotion, management and planning.
27

q.
Other information
Since September 2006, after entering into a Private Instrument for Service Agreement
Assignment with its subsidiaries Renasce-Rede Nacional de Shopping Centers Ltda., Multiplan
Administradora de Shopping Centers Ltda., CAA - Corretagem e Consultoria Publicitria S/C
Ltda., and CAA - Corretagem Imobiliria Ltda., the Company started performing the following
activities: (i) provision of specialized brokerage, advertising and publicity advisory services, for
lease and/or sale of commercial spaces (merchandising); (ii) provision of specialized real
estate brokerage and business advisory services in general; and (iii) management of shopping
malls.
1.1
Capital increase and assignment of assets and liabilities

On May 2 and 31, 2012, the Company increased the Jundia Shopping Center Ltda. capital in
R$52,693 and R$79,759, respectively, and Parkshopping Campo Grande Ltda. capital in
R$28,220 and R$39,001, respectively, through the transfer of investment properties held by the
Company, as well as all rights and obligations relating to these projects.
On August 30 and September 30, 2012, the Company increased the Parkshopping Corporate
Empreendimento Imobilirio Ltda. capital in R$1,732 and R$35,367, respectively, through the
transfer of investment properties held by the Company, as well as all rights and obligations
relating to these projects.
The Company continues to hold, indirectly, 100% interest in the projects mentioned above. The
assets and liabilities transferred are as follows:
Jundia
Shopping
Center Ltda.
Parkshopping
Campo Grande
Ltda.
Parkshopping
Corporate
Empreendimento
Imobilirio Ltda.
Assets:
Cash and cash equivalents
Trade receivables
Other current assets
Non-current assets
Property, plant and equipment/investment properties
4,577
8,730
2,014
1,618
230,109
88
19,321
17,005
1,709
5,244
145,330
2,548
3,535
640
54
33,724
Total amount paid for the assets acquired
247,048
188,697
40,501
5,778
83,511
25,307
19,146
60,359
41,971
3,402
-
Total liabilities
114,596
121,476
3,402
Total net assets
132,452
67,221
37,099
Liabilities:
Current liabilities
Loans and financing (i)
Other liabilities
28

(i)
1.2
Considering that the shopping malls Jundia (SP) and Campo Grande (RJ) are controlled by specific purpose
companies wholly owned by the Company, the resources obtained through loans and financings contracted by the
Company relating to these projects were fully transferred, according to communication sent to the financial institution
dated April 13, 2012, to the specific purposes companies. On December 26, 2012, the Company was authorized by
the financial institution to replace Multiplan Empreendimentos Imobilirios S.A. by its subsidiaries Jundia Shopping
Center Ltda and Parkshopping Campo Grande Ltda. as debtors.
Initial Public Offering

On March 27, 2013, the Company held an initial public offering through the issuance of
10,800,000 registered, book-entry common shares, with no par value, at the price of R$ 58.00
per share (Shares). The number of shares above already includes the additional 1,800,000
shares issued, equivalent to 20% of the shares initially offered.
On April 3, 2013, the Company received the funds obtained from the public offering of
common shares in amount of R$626,400 (R$610,260 net of transaction costs and taxes). The
funding costs amounted to R17,612 representing 3.9% of the funds received.
The Company intends has used the net proceeds from the offering to implement business
opportunities in promoting the Companys growth through (i) development in properties for
rental - shopping malls and business towers; (ii) expansion of existing shopping malls
development; and (iii) development of real estate projects for sale.
In line with its development strategy, the Company continuously evaluates the possibility of
acquiring minority ownership interest in its shopping centers and shopping centers held by
thirds. The proceeds received from the Offering may be used in opportunities of such nature.
The necessary proceeds to achieve the abovementioned objectives may be originated from a
combination of net proceeds received from the Offering and other additional financing sources
as well as the cash generated from operating activities of Company.
The application of net proceeds to be received in connection with the Offering is based on actual
analyses of the Company and on future events and trend projections. Changes in these factors
may cause the Company to review the net proceeds application exclusively according to criteria
defined by the Company.
2
2.1
Presentation of financial statements and accounting policies

Statement of compliance in relation to IFRS standards and CPC standards
These financial statements include:
a.
The consolidated financial statements, prepared in accordance with the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the accounting practices adopted in Brazil (BRGAAP), and taking into consideration OCPC
04 guidance on the application of Technical Interpretation ICPC 02 to Brazilian real estate
development companies, issued by the Accounting Pronouncements Committee (CPC) and
approved by the Brazilian Securities Commission (CVM) and the Federal Accounting Council
(CFC);
29

b.
The parent companys financial statements, prepared in accordance with the accounting
practices adopted in Brazil, which comprise the CVM standards and the pronouncements,
interpretations and guidance issued by CPC, CVM and CFC, including OCPC 04 Guidance on
the application of Technical Interpretation ICPC 02 to Brazilian Real Estate Development
Entities.
In the parent company financial statements, jointly-owned subsidiaries and operations, with or
without a legal personality, are accounted for under the equity method and adjusted in
proportion to the interest held in the Groups contractual rights and obligations. The same
adjustments are made both in individual financial statements, in order to arrive at the same net
income and equity attributable to the Individual's shareholders. In the case of Multiplan
Empreendimento Imobilirios S.A., the accounting practices adopted in Brazil applicable to the
parent company financial statements differ from IFRS applicable to separate financial
statements only in relation to the measurement of investments in subsidiaries, jointly-owned
subsidiaries and associates based on the equity accounting method, instead of cost or fair value
in accordance with IFRS.
As the differences between the consolidated shareholders' equity and consolidated profit
attributable to shareholders of the Company, included in the consolidated financial statements
prepared in accordance with IFRSs and the accounting practices adopted in Brazil, and the
equity and income of the parent, in the individual financial statements prepared in accordance
with accounting practices adopted in Brazil are not material and are detailed in Note 2.31.b, the
Company opted to present the financial statements and consolidated into a single set, side by
side.
2.2
Basis for measurement

The individual and consolidated financial statements have been prepared based on the historical
cost, except for certain financial instruments measured at fair value, as described in the note 25
below.
30

2.3
Basis of consolidation
As at December 31, 2013 and 2012, the consolidated financial statements incorporate the
financial statements of the Company and its subsidiaries, as follows:
Interest - %
As at December 31,
2013
As at December 31st,
2012
Corporate name
Direct
Indirect
Direct
Indirect
RENASCE - Rede Nacional de Shopping Centers Ltda.

County Estates Limited (a)
Embassy Row Inc. (a)
EMBRAPLAN - Empresa Brasileira de Planejamento Ltda. (b)
CAA Corretagem e Consultoria Publicitria S/C Ltda.
Multiplan Administradora de Shopping Centers Ltda.
CAA Corretagem Imobiliria Ltda.
Danville SP Participaes Ltda.
Multiplan Holding S.A.
Ribeiro Residencial Empreendimento Imobilirio Ltda.
Multiplan Greenfield III Empreendimento Imobilirio Ltda.
Ptio Savassi Administrao de Shopping Center Ltda.
Parkshopping Corporate Empreendimento Imobilirio Ltda
Multiplan Arrecadadora Ltda. (c)
Multiplan Greenfield VI Empreendimento Imobilirio Ltda.
Multiplan Greenfield VII Empreendimento Imobilirio Ltda.
Multiplan Greenfield IX Empreendimento Imobilirio Ltda.
Multiplan Greenfield X Empreendimento Imobilirio Ltda.
Multiplan Greenfield XI Empreendimento Imobilirio Ltda.
Multiplan Greenfield XIV Empreendimento Imobilirio Ltda.
Multiplan Greenfield XV Empreendimento Imobilirio Ltda.
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.90
99.90
99.90
99.90
99.90
99.90
99.00
99.00
50.00
-
99.99
99.99
99.00
99.00
99.61
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
100.00
99.99
99.99
99.99
99.99
-
99.00
99.00
50.00
-
(a)
Foreign entities.
(b)
Dormant company since 2003.
(c)
In 2012, this company was not operating. The companys operation start-up occurred in the first quarter of 2013.
The subsidiaries financial statements are prepared for the same reporting period as the
Company's, using consistent accounting policies.
All intragroup balances, revenues and expenses are fully eliminated.
31

The reconciliation between the parent company and consolidated shareholders equity and net
income for the years ended December 31, 2013 and 2012 is as follows:
12/31/2013
Equity
Profit for
the year
31/12/2012 (Restated)
Equity
Profit for
the year
Individual
Equity in the earnings of Countys profit or loss for the period (a)
Deferred income and social contribution tax adjustment (b)
Deferred assets (c)
3,819,988
(864)
283,942 3,207,521
(344)
(1,094)
956
(698)
386,792
325
938
Consolidated
3,819,124
284,554 3,205,729
388,055
(a)
Subsidiary Renasce holds 100% in the Countys capital, whose main activity is the investment in subsidiary Embassy.
In order to properly prepare the Multiplan's individual and consolidated balances, the Company adjusted the
Renasce's capital and the investment calculation for consolidation purposes only. Adjustment relating to the
Companys equity in the earnings of County not reflected on equity in the earnings of Renasce.
(b)
Adjustment arising from a change in the subsidiarys taxation method.
(c)
Adjustment referring to derecognition of deferred assets and recognition of deferred income tax on the
aforementioned write-off in the subsidiaries only for consolidation purposes.
2.4
a.
Investments in subsidiaries and joint ventures

Subsidiary
Subsidiaries are all entities (including special-purpose entities) controlled by the Company. The
Multiplan Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Multiplan's investments in its subsidiaries are accounted for under the equity method.
The statement of operations reflect the share of gains or losses arising from the subsidiaries
transactions. When a change is directly recognized in the subsidiaries equity, the Company will
recognize its share in the changes and report such fact in the statement of changes in equity,
when applicable. Unrealized gains and losses arising from transactions between the Company
and its subsidiaries are eliminated based on the interest held in the subsidiaries.
b.
Joint ventures
Investments in joint ventures are accounted for under the equity method and are initially
recognized at cost. The Groups investment in affiliated companies and joint ventures includes
the goodwill identified on acquisition, net of any accumulated impairment losses.
The Groups share of the profits or losses of its joint ventures is recognized in the income
statement, and the share of changes in the reserves is recognized in the Groups reserves. When
the Groups share of the losses of a joint venture is equal to or higher than the investments
carrying amount, including any other receivables, the Group does not recognize additional
32

losses unless it has incurred liabilities or made payments on behalf of the jointly-owned
subsidiary.
Unrealized gains from transactions between the Group and its joint ventures are eliminated to
the extent of the Groups interest in the joint ventures. Unrealized losses are also eliminated,
unless the transaction provides evidence of impairment of the asset transferred. Accounting
policies of affiliated companies have been changed where necessary to ensure consistency with
the policies adopted by the Group.
2.5
Functional and reporting currency

The functional currency of the Company and its subsidiaries in Brazil and abroad is the
Brazilian real, the same currency used to prepare and present the parent company and
consolidated financial statements. All financial information presented in Brazilian Reais has
been rounded to the nearest value, except otherwise indicated.
2.6
Revenue recognition
Revenue is recognized to the extent it is likely that economic benefits will be generated for the
Company and when it can be measured reliably. The revenue is measured based on the fair
value of the consideration received, excluding discounts, rebates, taxes or charges over sales.
The Company assesses revenue transactions according to the specific criteria to determine
whether it is acting as agent or principal and, at the end, concluded that it is acting as principal
in all its revenue contracts. Also, the following specific criteria shall be addressed before the
revenue recognition:
Stores leased
The tenants of commercial units generally pay a rent corresponding to the higher of a minimum
monthly amount, adjusted annually based on the General Price Index - Internal Availability
(IGP-DI) fluctuation or the amount arising from the application of a percentage on each tenants
gross sales revenues.
The Company records store lease transactions as operating leases. The minimum lease amount,
plus periodic fixed increases set forth in the contracts, less inflation adjustments, is recognized
proportionally to the Companys interest in each development, on a straight-line basis over the
term of the contracts, regardless of the payment method.
The Company, its subsidiaries and jointly controlled entities are not subject to seasonality in
their operations. Historically, special dates and holidays, such as Christmas and Mothers Day,
among others, have increased the shopping malls sales.
Key money
The key money contracts (key money or assignment of technical structure of shopping centers)
are recorded as deferred revenues, in liabilities, when signed. Profit or loss on assignment of
rights, including revenues from assignment of rights, of sale and key money, is recognized on a
straight-line basis, over the term of the lease contract of the related stores, as from the beginning
of rental.
Sale of properties
For installment sales of a completed unit, revenue is recognized at the time the sale is
performed, regardless of the term for receipt of the amount established by contract.
33

Fixed-rate interest is recognized in profit or loss on the accrual basis, irrespective of whether it
is actually received or not.
Regarding the sales of units not completed, the Company recognizes real estate development
revenues and corresponding costs based on OCPC 01 (R1), i.e., under the percentage-ofcompletion method. Under OCPC 04, a real estate construction contract could fall under the
scope of CPC 17 (Construction Contracts) or CPC 30 (Revenue). Should the contract fall under
CPC 17, revenue will be recognized under the percentage-of-completion method. On the other
hand, under CPC 30 Revenues, the issue refers to the transfer of significant control, risks and
rewards on an ongoing basis or in a single event (delivery of keys). If the transfer is carried
out on an ongoing basis, revenue should be recognized under the percentage-of-completion
method. Otherwise, revenue will be recognized only when keys are delivered. The Company
conducts the following procedures:
The costs incurred are recorded as inventories (construction in progress) and fully recognized in
profit or loss as units are sold. After sale, costs to be incurred to complete the unit construction
will be recognized in profit or loss when incurred.
The percentage of costs of units sold, is determined in relation to total budgeted costs estimated
through the completion of the work. Such percentage is applied to the price of units sold and
adjusted by selling expenses and other contractual conditions. The corresponding income is
recorded as revenues as a balancing item to trade receivables or probable advances received.
Thereafter and until the construction work is completed, the units sale price will be recognized
in profit or loss as revenues proportionately to the costs incurred to complete the unit, in relation
to total budgeted cost.
The changes in the project execution and conditions and estimated earnings, including changes
resulting from contractual fines and settlements that may give rise to a review of costs and
revenues, are recognized when such reviews are made.
Sales revenues, including inflation adjustment, less installments received, are recorded as trade
receivables or advances from customers, as applicable.
Information on balances of operations with real estate projects in progress and advances from
customers are detailed in Note 7.
Parking
Refers to revenues from the operation of parking lots in shopping malls, recognized in profit or
loss on an accrual basis.
Services
Refer to revenues from the provision of services such as brokerage, advertising and promotion
advisory, lease and/or sale of merchandising spaces, revenues from provision of specialized
brokerage and real estate business advisory services in general; revenue from management of
construction work and revenues from management of shopping malls. These revenues are
recognized in profit or loss on an accrual basis.
34

2.7
Expense recognition
Expenses are recognized on an accrual basis.
2.8
Financial instruments
Financial instruments are recognized only as from the date in which the Company becomes a
party to the contract provisions. Financial instruments are initially recognized at fair value plus
transaction costs that are directly attributable to their acquisition or issuance, except when
financial assets and financial liabilities are classified at fair value through profit or loss, and
these costs are directly recorded in profit or loss. They are then measured at the end of each
reporting period, in accordance with the rules established for each type of classification of
financial assets and financial liabilities.
(i)
Financial assets
Initial recognition and measurement
The main financial assets recognized by the Company are: Cash and cash equivalents, restricted
short-term investments (recorded in line item Other - Non-current assets), trade receivables
and trade receivables from related parties.
Financial assets calculated at fair value through profit or loss

Include financial assets held for trading and assets stated at fair value through profit or loss on
initial recognition. They are classified as held for trading in case they have been originated for
the purpose of sale or repurchase in the short term. At each balance sheet date, they are
measured at fair value and their fluctuations recognized in profit or loss. Interest, inflation
adjustment, exchange rate changes and changes arising from the adjustment to fair value are
recognized in profit or loss under finance income or finance costs, when incurred.
Financial assets held to maturity

Non-derivative financial assets with fixed or determinable payments and fixed maturity dates
that the Company has the positive intention and ability to hold to maturity. After initial
recognition, they are measured at amortized cost using the effective interest method, less any
impairment losses. Under this method, the discount rate applied on future estimated receipts
over the expected term of the financial instrument results in their net carrying amount. Interest,
inflation adjustment and exchange rate changes less impairment losses, when applicable, are
recognized in profit or loss, when incurred, under finance income or finance costs.
Financial assets - available for sale

Available-for-sale financial assets correspond to non-derivative financial assets that are
designated as available-for-sale or are not classified as: (a) loans and receivables, (b) held-tomaturity investments; or (c) financial assets at fair value through profit or loss.
After the initial recognition, they are measured at fair value, and changes, except those due to
impairment losses, are recognized in other comprehensive income and presented in equity.
When an investment is written off, the accumulated income (loss) in other comprehensive
income is transferred to the income statement.
Loans and receivables

Non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Such assets are initially recognized at fair value plus any transaction costs
35

directly assignable. After initial recognition they are measured at amortized cost using the
effective interest rate method, net of any impairment loss. Interest, inflation adjustment and
exchange rate changes less impairment losses, when applicable, are recognized in profit or loss,
when incurred, under finance income or finance costs.
(ii)
Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss,
borrowings and financing or derivatives classified as hedge instrument, as the case may be. The
Company determines the classification of its financial liabilities on initial recognition, on the
trade date at which the Company becomes one of the contractual provisions of the instrument.
The Company derecognizes a financial liability when its contractual obligations are discharged
or cancelled or expire.
Financial liabilities are initially stated at fair value and, in the case of borrowings and financing,
are increased by directly related transaction costs.
The main financial liabilities recognized by the Company are: Loans and financing, debentures
and payables for acquisition of property.
Financial liabilities measured at fair value through profit or loss

Include financial liabilities regularly traded before maturity, liabilities designated at fair value
through profit or loss on initial recognition. They are measured at fair value at every balance
sheet date. Interest, inflation adjustment, exchange rate changes and changes arising from
measurement at fair value, when applicable, are recognized in profit or loss when incurred.
Financial liabilities not measured at fair value through profit or loss

The other financial liabilities (including borrowings, suppliers and other payables) are measured
at the amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial
liability and of allocating its interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash flows (including fees and points paid or
received that are an integral part of the effective interest rate, transaction costs, and other
premiums or discounts) over the expected life of the financial liability or, where appropriate,
over a shorter period, for the initial recognition of the net carrying amount.
Financial assets and liabilities are offset and the net amount reported in the balance sheet only
when there is a legally enforceable right to set off and there is intention to settle on a net basis,
or to realize the asset and settle the liability simultaneously.
The Companys financial assets and financial liabilities are described in detail in Note 25.
2.9
Adjustment to present value of assets and liabilities

Long-term monetary assets and liabilities are adjusted for inflation and, therefore, adjusted to
their present value. The adjustment to present value of short-term monetary assets and liabilities
is calculated, and only recognized, if it is considered as relevant with respect to the financial
statements taken as a whole. To account for and determine materiality, the adjustment to present
value is calculated considering the contractual cash flows and the explicit and, in certain cases,
implicit interest rates of the related assets and liabilities, as described in Note 4.
36

2.10
Treasury shares
Own equity instruments that are bought back (treasury shares) and recognized at cost, and
deducted from equity. No gain or loss is recognized in the statement of operations on the
purchase, sale, issuance or cancellation of the Companys equity instruments.
2.11
Investment properties
Investment properties are stated at acquisition, development or construction cost, less
accumulated depreciation, calculated on a straight-line basis at the rates that take into
consideration the economic useful lives of the assets. Possible costs incurred on the maintenance
and repair of investment property are accounted for only when the economic benefits associated
to these items are probable and the amounts can be reliably measured, while other costs are
directly allocated to profit or loss when incurred. The recovery of investment properties through
future transactions, as well as their useful lives and residual value are monitored on an ongoing
basis and adjusted prospectively, if necessary. The fair value of investment properties is
determined annually in December for purposes of disclosure.
Investment property is property held to earn rentals or for capital appreciation or both, but not
for sale in the ordinary course of business, supply of services or for administrative purposes.
Buildings and improvements classified as property for investment are measured at cost for
initial recognition and depreciated over the useful life period of 30 to 50 years.
Goodwill from the fair value in subsidiaries are recorded as investment property and depreciated
using the straight-line basis. Cost includes expenses directly attributable to the acquisition of an
investment property. In the event an owner builds an investment property, cost is considered as
the capitalized interest on borrowings, the material used, direct labor, or any other cost directly
attributable to bringing the investment property to a working condition for its intended purpose.
Following CPC 28, the Company and its subsidiaries record Shopping Centers in operation and
under development as investment property, since these commercial offices are kept for the
purposes of operational lease.
The interest capitalized in the Individual company refers to loans taken by its affiliated
companies and passed on through the Company to the subsidiaries companies having
enterprises in the pre-operating stage or enterprises under revitalization or expansion, and may
also refer to loans taken by subsidiaries to fund operating enterprises.
Costs related to the repurchase of point values are added to the respective investment properties.
The appropriation of repurchases point are performed following the lease term of the leased
asset.
2.12
Property, plant and equipment

Property, plant and equipment is recorded by the acquisition, formation or construction cost,
less accumulated depreciation and impairment losses, calculated using the straight-line method
based on rates determined by the assets' estimated useful life. Possible costs incurred on the
maintenance and repair of investment property are accounted for only when the economic
benefits associated to these items are probable and the amounts can be reliably measured, while
other costs are directly allocated to profit or loss when incurred. The recovery of property, plant
and equipment through future transactions, as well as their useful lives and residual value, are
monitored on an ongoing basis and adjusted prospectively, if necessary.
37

The useful estimated lives for the current and comparative periods are as follows:
12/31/201312/31/2012
Machinery and Equipment, Furniture and Fixtures and Facilities
Buildings and improvement
Other components
2.13
10 years
25 years
510 years
Lease
Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income statement on a straight-line basis
over the period of the lease. Lease contracts entered into by the Company as the lessor are
recognized as mentioned in Note 4.
2.14
Loan costs
Interest and financial charges on loans for investment in construction in progress are capitalized
until assets start to operate and are depreciated based on the same criteria and useful life
determined for the property, plant and equipment item or investment property in which they
were included. Interest on lands and properties held for sale is recorded in profit or loss under
the percentage-of-completion method. All other loan costs are accounted for as expenses when
incurred.
2.15
Intangible assets
Intangible assets acquired separately are stated at cost on initial recognition and, subsequently,
are stated less accumulated amortization and impairment losses, where applicable.
Intangible assets with finite useful lives are amortized over their estimated economic useful
lives and tested for impairment when there is any indication of an impairment loss. Indefinitelived intangible assets are not amortized and are annually tested for impairment.
The goodwill arising from the acquisition of subsidiaries and grounded on future profitability is
recorded as intangible asset in accordance with CPC 04 (R1) - Intangible assets, supported by
Securities Commission Resolution No. 644 of December 2, 2010.
2.16

Stated at average acquisition or construction cost, which does not exceed its net realizable value.
The Company recorded in current assets the developments already launched and, therefore,
available for sale. The other developments are recorded in noncurrent assets.
2.17

Obligations established in contract for land acquisition are recorded at the original value plus,
when applicable, corresponding charges and inflation adjustments.
2.18
Impairment losses of nonfinancial assets

Management reviews annually the net carrying amount of assets to assess events or changes in
economic, operating or technological circumstances that might indicate an impairment of assets.
Whenever an evidence of impairment is identified and the carrying amount exceeds the
recoverable value, an allowance for impairment is recorded to adjust the carrying amount to the
recoverable value.
38

The recoverable value of an asset or a certain cash-generating unit is defined as the higher of the
fair value less sales expenses.
In estimating the value in use of an asset, estimated future cash flows are discounted to their
present values, using a pretax discount rate that reflects the weighted average cost of capital in
the industry where the cash-generating unit operates. The net sales amount is determined,
whenever possible, based on a firm sales agreement at arms length, entered into among
knowledgeable, willing buyers and knowledgeable, willing sellers, adjusted by expenses
attributable to the sale of the asset, or, in case of lack of a firm sales agreement, based on the
fair value in an active market or the most recent price of the transaction carried out with similar
assets.
With respect to the goodwill paid on the acquisition of investments, recoverable amount is
estimated on an annual basis. Impairment losses are recorded when the carrying amount of the
goodwill allocated in the UGC - cash-generating unit exceeds its recoverable amount. The
recoverable amount is determined by comparing it with the fair value of the investment
properties that originated the goodwill. The assumptions adopted to determine the fair value of
the investment properties are detailed in Note 10.
Impairment losses are recognized in profit or loss. Losses on the UGCs are initially allocated
in the reduction of any goodwill related to such UGC and, subsequently, in the reduction of
other assets of this UGC.
An impairment loss in respect of goodwill is not reversed. An impairment loss is reversed only
to the extent that the assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortization, if no impairment loss had been
recognized. The Company did not record any impairment for these years.
2.19

These include cash, positive balances in current accounts and short-term investments readily
convertible into known amounts of cash and subject to insignificant risk of change in value.
Short-term investments included in cash equivalents are classified as financial assets measured
at fair value through profit or loss.
2.20
Trade receivables
Stated at realizable value, including, when applicable, income and inflation adjustments earned.
The allowance for doubtful accounts is recognized in an amount considered by Management as
sufficient to cover probable losses on the realization of receivables, in accordance with the
criteria described in Note 4.
2.21
Provisions
Provisions are recognized for present obligations (legal or constructive) as a result of a past
event and a reliable estimate can be made of the amount of the obligation, and its settlement is
probable. The amount recognized as reserve is the best estimate of the expenditure required to
settle the obligation at the end of each reporting period, considering the risks and uncertainties
inherent to such obligation.
39

When a provision is measured based on the estimated cash flows to settle an obligation, its
carrying amount corresponds to the present value of such cash flows (where the effect of the
time value of money is material).
The Company is a party to several judicial and administrative proceedings. Provisions are
recognized for all lawsuits and administrative proceedings for which it is probable that an
outflow of funds will be required to settle the contingency/obligation and a reliable estimate can
be made. The likelihood assessment includes assessing available evidences, the hierarchy of
laws, available previous decisions, most recent court decisions and their relevance within the
legal system, and the assessment of the outside legal counsel. Provisions are reviewed and
adjusted so as to consider changes in circumstances, such as applicable statute of limitations,
conclusions of tax audits or additional exposures identified based on new matters or court
rulings.
The contingencies whose risks were assessed as possible are disclosed in the Note 18.
2.22
Other liabilities and assets

A liability is recognized in the balance sheet when the Company has a legal obligation as a
result of a past event and it is probable that an outflow of resources will be required to settle the
obligation. Some liabilities involve uncertainties as to the term and amount and are estimated as
incurred and recorded through a provision. Reserves are recognized based on the best estimates
of the risk involved.
An asset is recognized in the balance sheet when it is probable that its future economic benefits
will flow to the Company and its cost or amount can be measured reliably.
Assets and liabilities are classified as current when their realization or settlement is likely to
occur within the next twelve months. Otherwise, assets and liabilities are stated as noncurrent.
2.23
Taxes payable
Revenues from sales and services are subject to the following taxes, calculated at the following
basic tax rates:
Parent company and subsidiaries rates
Tax
Acronym
Taxable income
Deemed profit
Tax on revenue
Tax on revenue
Tax on services
PIS
COFINS
ISS
1.65%
7.6%
25%
0.65%
3.0%
25%
These taxes are presented as sales deductions in the statement of operations. Credits arising
from non-cumulative PIS/COFINS are presented as tax on services in the statement of
operations.
Taxes on income comprise income tax and social contribution. Income tax is calculated based
on taxable income at the rate of 25%, and social contribution at the rate of 9%, on the accrual
basis.
As prescribed by tax laws, all entities comprising the Multiplan Group, which posted prior-year
gross annual revenues below R$48,000 opted for the deemed income regime. In this case,
income tax calculation basis was determined considering the application of deemed percentages
40

of 32%, 8% and 100%, depending on revenues nature, as provided for in tax law. Social
contribution calculation basis, in this scenario, was determined based on the application of
deemed rates of 32%, 12% and 100%, also depending on revenues nature.
Current corporate income tax and Social contribution represent taxes payable. Deferred income
tax and social contribution are recognized on temporary differences and tax losses. Note that
deferred tax credits are recognized to the extent of the existence of future positive bases.
Income tax and social contribution expenses include both current and deferred effects.
Current taxes are stated in assets/liabilities at net values when taxes payable and taxes to offset
have the same nature.
Accordingly, deferred income tax and social contribution are also stated at their net effects on
assets/liabilities, as required by CPC 32.
2.24
Employee benefits
Obligations for short-term employee benefits are measured on a non-discounted basis and
incurred as expenses as the related service is rendered.
The liability is recognized at the amount expected to be paid under the cash bonus plans or
short-term profit sharing if the Company has a legal or constructive obligation to pay this
amount as a result of prior service rendered by the employee, and the obligation can be reliably
estimated.
2.25
The Company granted to its management, employees and services providers or those of the
companies under its control, eligible to the program, stock options that are only exercisable after
specific vesting periods. These options are measured at fair value determined by the BlackScholes pricing method on the dates stock option plans are granted, and are recorded in
operating income (expenses) under expenses on share-based compensation, on a straight-line
basis after the vesting periods, as a balancing item to stock options granted in capital reserves
in shareholders equity. For details, see Note 20.h.
2.26
Earnings per share

The basic earnings per share are calculated based on the result for the financial year attributable
to the Company's shareholders and the weighted average of outstanding common shares in the
respective period. The diluted earnings per share are calculated based on the mentioned average
of outstanding shares, adjusted by instruments that can potentially be converted into shares, with
a dilution effect, in the years presented, pursuant to CPC 41/IAS 33.
2.27
Segment reporting
An operating segment is a component of the Company which engages in business activities
from which it may earn revenues and incur expenses, including income and expenses relating to
transactions with other components of the Company. All operating results of the operating
segments are frequently reviewed by the Company management for decisions regarding the
resources to be allocated to the segment to be taken and to assess their performance, for which
individual financial information is available.
41

Segment results that are reported to Management include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis. The unallocated items
include mostly office expenses and income and social contribution tax assets and liabilities.
2.28
Statement of added value (DVA)

The purpose of this statement is to disclose the wealth created by the Company and its
distribution during a certain reporting period, and is presented by the Company as part of their
individual and consolidated financial statements, whose presentation is required by Brazilian
corporate law for public companies, and as supplementary information under IFRS that do not
require disclosure of Statement of Added Value.
The statement of added value was prepared based on information obtained in the accounting
records that serve as basis for the preparation of financial statements and in accordance with the
provisions of CPC 09 - Statement of Added Value. The first part of the DVA presents the
wealth created by the Company, represented by revenues (gross sales revenue, including taxes
levied thereon, other income and the effects of the allowance for doubtful accounts), inputs
purchased from third parties (cost of sales and purchases of materials, energy and outside
services, including the taxes included upon purchase, the effects of impairment and recovery of
assets, and depreciation and amortization) and the value added received from third parties (share
of profits (losses) of subsidiaries, finance income and other income). The second part of the
DVA presents the distribution of wealth among employees, taxes and contributions,
compensation to third parties and shareholders.
2.29

The Company classifies in the statement of cash flows the interest paid as financing activities
and the dividends received as investing activities since it understands that interest represent
costs from its financial resources obtained and dividends represent the return on its investments.
2.30
Significant accounting policies

They are used to measure and recognize certain assets and liabilities in the Companys and its
subsidiaries financial statements. These estimates were determined based on past and current
events, assumptions about future events, and other objective and subjective factors. Significant
items subject to these estimates include the determination of the useful lives of property, plant
and equipment and intangible assets; allowance for doubtful accounts; the cost to be incurred
and the total estimated cost for the real estate ventures; allowance for investment losses;
analysis of recoverability of property, plant and equipment and intangible assets; realization of
deferred income and social contribution taxes; the rates and terms applied in determining the
discount to present value of certain assets and liabilities; provision for contingencies; fair value
measurement of share-based compensation and financial instruments; and estimates for
disclosure of the sensitivity analysis table of derivatives pursuant to CVM Instruction No.
475/08 and fair value measurement of investment properties. Settlement of transactions
involving these estimates may result in amounts significantly different from those recorded in
the financial statements due to the uncertainties inherent in the estimation process. The
estimates and assumptions are based on current expectations and projections of the Company's
management about future events and financial trends that affect or may affect the Company's
business and, consequently, its financial statements.
42

Such estimates and assumptions are prepared based on information currently available and
known by Management. Many important factors may adversely impact the Company's results of
operations, and in view of such risks and uncertainties, estimates and future prospects may not
materialize. The Company reviews its estimates and assumptions at least quarterly, with
exception for the fair value of investment properties, which is reviewed annually.
2.31
a.
New standards, changes and interpretations

The following new standards and interpretations to existing standards have been issued by
IASB, but are not effective for 2013. Earlier adoption of these standards, although encouraged
by IASB, is not permitted in Brazil by the Accounting Pronouncements Committee (CPC).
IFRIC 21 Rates. The interpretation provides guidance on when an entity should recognize a
liability for a levy imposed by the legislation. The liability should only be recognized when the
event that gives rise to the liability occurs. This interpretation is applicable as of January 1,
2014.
IFRS 9 - Financial instruments", covers the classification, measuring and the recognition of
financial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010 and
replaces the parts of IAS 39 related to the classification and measurement of financial
instruments. IFRS 9 requires financial assets to be classified in two categories: measure at fair
value and measured at amortized cost. Determination occurs at initial recognition. The basis for
classification depends on the entitys business model and the contractual cash flow features of
the financial instruments. For financial liabilities, the standard maintains most of the
requirements established by IAS 39. The main change is that where the option of fair value is
adopted for financial liabilities, the portion of change in fair value due to credit risk of the entity
undertaking shall be recorded in other comprehensive income and not in the statement of
operations, except when it results in accounting mismatch. The Group is assessing the full
impact of IFRS 9. The standard is applicable as of January 1, 2015.
There are no other IFRSs or IFRIC interpretations that are not yet effective which could have a
material impact on the Multiplan Group.
b.
Reclassification and adoption of IFRSs (new and revised) in the financial statements for the
years ended December 31, 2013 and 2012
During 2012, the Accounting Pronouncements Committee (CPC) issued the following
pronouncements that impacted the activities of the Company and its subsidiaries, among others:
CPC 18 (R2) - Investment in Associates, Subsidiaries and Joint Ventures;
CPC 19 (R2) - Joint Arrangements.
These pronouncements, approved by the Brazilian Securities and Exchange Commission
(CVM) in 2012, became effective for years beginning on January 1, 2013. These
pronouncements require that joint ventures are accounted for in the Companys financial
statements under the equity method of accounting.
As disclosed in the Companys financial statements for the year ended December 31, 2012,
Note 9.4, with the adoption of these new accounting pronouncements beginning January 1,
43

2013, the Company no longer consolidates joint ventures Manati Empreendimentos e

Participaes S.A. and Parque Shopping Macei S.A. proportionately. Accordingly, the
financial statements for the years ended December 31, 2013 presents the Companys financial
position and results of operations using the equity method of accounting for such investments.
Thus, the balance sheet, the financial statements, statements of cash flows and the statements of
added value as of December 31, 2012 are being restated for comparative purposes, as shown
below. For these financial statements, the opening balance sheet balance considered was that as
of January 1, 2012, in accordance with CPC 23. There was no impact on the Individual arising
from the adoption of these new pronouncements.
Additionally, the Company reclassified in the individual and consolidated the sundry loans to
storeowners balance in amount of R$ 5,883 from the Trade receivables from related parties current assets to Others, individual and consolidated also in the current assets, and R$ 832
from Trade receivables from related parties - current assets to Others also in the current
assets of the balance sheet as of December 31, 2012, to better comparison to the related balances
as of December 31, 2013.
This reclassification generated a reduction of R$6,715 in cash flow of investment activities and
an increase in cash flow of the parent companys operating activities the individual and
consolidated as of December 31, 2012.
For a better presentation repurchases point were reclassified from the caption and deferred
revenue, current and noncurrent costs for the item of investment property on December 31,
2013. The effect of this reclassification on the Company was R $ 34,923 at December 31, 2012
and R $ 17,177 at December 31, 2011 and consolidated this effect was in the amount of R $
35,800 at December 31, 2012 and R $ 17,536 in December 31, 2011.
The reclassification above on December 31, 2012, generated an increase in the flow of cash in
investing activities in the Parent Company and Consolidated, respectively, R $ 20,437 and R $
21,004 and a reduction in cash flow from operating activities Company and consolidated these
amounts.
44

Balance sheet consolidated

Balance at 12/31/2011
(Previously presented)
(Adjustments and /or

reclassifications)
(Restated)
Assets
Current assets
Trade receivables
Trade receivables from related parties
Recoverable taxes and contributions
Others
527,392
30,951
201,024
146,573
16,018
35,642
20,939
(2,924)
(1,089)
(102)
-
524,468
30,951
199,935
146,573
16,018
35,540
20,939
978,539
(4,115)
974,424
Non-current assets
Trade receivables
Escrow deposits
Others
44,521
310,610
8,449
24,943
535
(126)
72
-
44,395
310,610
8,521
24,943
535
389,058
(54)
389,004
Investments
Intangible assets
11,429
2,987,757
19,812
317,349
60,816
(37,444)
(1,057)
72,245
2,950,313
19,812
316,292
3,725,405
22,261
3,747,666
Total Assets
4,703,944
18,146
4,722,090
Liabilities
Current liabilities
Loans and financing
Trade payables
Interest on capital
Debentures
Others
55,652
108,941
41,436
13,194
85,042
52,097
9,095
11,473
2,070
(83)
(238)
2,076
(12)
55,652
108,858
41,436
12,956
85,042
54,173
9,095
11,473
2,058
379,000
1,743
380,743
Loans and financing
Debentures
Provision for risks
Deferred income and social contribution taxes
Others
501,503
92,214
300,000
21,360
48,135
144,511
861
360
(94)
824
14,804
-
501,863
92,214
300,000
21,266
48,959
159,315
861
1,108,584
15,894
1124,478
Equity
Share capital
Capital reserves
Earnings reserves
Treasury shares
1,761,662
(21,016)
968,403
414,101
(34,258)
509
-
1,761,662
(21,016)
968,403
414,610
(34,258)
3,088,892
509
3,089,401
127,468
127,468
Total equity
3,216,360
509
3,216,869
4,703,944
18,146
4,722,090
45

(Previously presented)
(Adjustments and/or
reclassifications)
(Restated)
Assets
Current assets
Trade receivables
Others
392,857
2,144
219,592
166,084
14,963
28,623
27,075
(3,880)
(1,282)
(5,883)
(230)
5,883
388,977
2,144
218,310
166,084
9,080
28,393
32,958
851,338
(5,392)
845,946
Non-current assets
Trade receivables
Escrow deposits
Others
61,473
333,175
16,750
24,792
4,013
(23)
(758)
(1,500)
61,450
333,175
15,992
24,792
2,513
440,203
(2,281)
437,922
Investments
Intangible assets
4,493
4,030,575
17,366
340,537
83,457
(59,577)
(1,039)
87,950
3,970,998
17,366
339,498
4,833,174
20,560
4,853,734
Total Assets
5,684,512
15,168)
5,699,680
Liabilities
Current liabilities
Loans and financing
Trade payables
Interest on capital
Debentures
Others
106,928
185,325
50,093
19,126
106,997
49,929
18,373
7,425
5,232
(121)
(2,980)
(368)
2,625
-
106,807
182,345
50,093
18,758
106,997
52,554
18,373
7,425
5,232
549,428
(844)
548,584
Loans and financing
Debentures
Provision for risks
Others
1,385,281
50,497
300,000
24,663
101,934
66,790
579
(15,384)
(17)
30,893
-
1,369,897
50,497
300,000
24,646
101,934
97,683
579
1,929,744
15,492
1,945,236
Equity
Share capital
Capital reserves
Earnings reserves
Treasury shares
1,761,662
(21,016)
965,271
626,696
(37,408)
(89,996)
520
-
1,761,662
(21,016)
965,271
627,216
(37,408)
(89,996)
3,205,209
520
3,205,729
131
131
Total equity
3,205,340
520
3,205,860
5,684,512
15,168
5,699,680
46

December 31, 2012
Consolidated
(Previously
presented)
(Reclassifications)
(Restated)
961,873
(241,487)
(3,501)
2,422
958,372
(239,065)
Gross profit
720,386
(1,079)
719,307

Administrative expenses headquarter
Administrative expenses Shoppings
Expenses on projects for lease
Expenses on projects for sale
Stock option compensation expenses
Other operating income, net
(99,894)
(21,541)
(33,358)
(15,642)
(9,530)
2,873
(6,843)
4,570
28
359
1,611
(859)
(8)
(99,866)
(21,182)
(31,747)
(15,642)
(9,530)
2,014
(6,843)
4,562

Finance income (costs), net
541,021
(41,546)
52
(391)
541,073
(41,937)
499,475
(339)
499,136
Income tax and social contribution

Current
Deferred assets
(57,265)
(52,848)
229
110
(57,036)
(52,738)
(110,113)
339
(109,774)
Net profit for the period
389,362
389,362
Attributable to:
1,307
388,055
1,307
388,055
Net operating revenues

Cost of services rendered and properties sold
The adjustments and/or reclassifications abovementioned do not affect the comprehensive

income; thus, this statement is not being restated.
47

Statements of cash flows

.
.
December 31, 2012

Consolidated
(Previously
presented)
(Reclassifications)
(Restated)
Cash flow from operating activities

Income before taxes
499,475
(339)
499,136
Adjustments
Adjustments to trade receivables
Others
74,715
(2,873)
9,530
(1,307)
(37,822)
26,599
58,432
12,896
(1,971)
(5,488)
(979)
2,464
(1,130)
859
2,740
(2,740)5,488
(5,412)
73,585
(2,014)
9,530
(1,307)
2,740
(40,562)
26,599
58,432
12,896
(1,971)
(979)
(2,948)
Adjusted profit before taxes
633,671
(534)
633,137

Trade receivables
Recoverable taxes
Escrow deposits
Other assets
Trade payables
Taxes paid
Other payables
(42,076)
(26,683)
52,309
151
(9,614)
76,384
(45,956)
(51,378)
(45,290)
(46,419)
9,278
2,860
89
129
(5,098)
(2,885)
98
19,377
19
(42,076)
(26,594)
52,438
151
(14,712)
73,499
(45,956)
(51,280)
(45,290)
(27,042)
9,278
2,879
507,237
11,195
518,432

Dividends received
Additions to investment property
Written-off in investments properties
9,801
(6,047)
772
334
(1,134,856)
24,510
(27,919)
28,807
(23,500)
6,715
20,437
60-
(23,500)
9,801
668
772
334
(1,114,419)
24,570
(27,919)
28,807
Cash generated (consumed) in investment activities
(1,104,598)
3,712
(1,100,886)

966,347
(49,363)
(71,798)
39,533
(42,683)
(32,003)
(12,662)
(89,996)
(92,474)
(152,075)
(15,864)
-
950,483
(49,363)
(71,798)
39,533
(42,683)
(32,003)
(12,662)
(89,996)
(92,474)
(152,075)
Cash generated (consumed) in financing activities
462,826
(15,864)
446,962

Cash and cash equivalents in the beginning of the period
Cash and cash equivalents at the end of the period
(134,535)
527,392
392,857
(957)
(2,923)
(3,880)
(135,492)
524,469
388,977
(134,535)
(957)
(135,492)
48


December 31, 2012
Consolidated
(Previously
presented)
(Reclassifications)
(Restated)
1,047,972
6,669
(2,817)
(3,889)
(3)
184
1,044,083
6,666
(2,633)
1,051,824
(3,708)
1,048,116
(167,773)
(105,524)
967
1,994
(166,806)
(103,530)
(273,297)
2,961
(270,336)
Gross value added
778,527
(747)
777,780
Retentions
(74,715)
1,130
(73,585)
Net added value produced
703,812
383
704,195
Wealth received in transfer

Finance income
2,873
58,906
(859)
(409)
2,014
58,497
61,779
(1,268)
60,511
765,591
(885)
764,706
Wealth distributed
Personnel
Salaries and wages
Benefits
FGTS
(49,181)
(4,244)
(1,365)
43
-
(49,138)
(4,244)
(1,365)
(54,790)
43
(54,747)
(193,391)
(716)
(20,455)
795
31
(192,596)
(716)
(20,424)
(214,562)
826
(213,736)
(98,901)
(7,977)
16
-
(98,885)
(7,977)
(106,878)
16
(106,862)
(125,000)
(1,307)
(263,054)
(125,000)
(1,307)
(263,054)
(389,361)
(389,361)
(765,591)
885
(764,706)
Incomes
Other revenues
Inputs acquired from third parties


Federal
State
Municipal
Third parties
Rental expenses
Shareholders
Dividends/interest on capital
Non-controlling interests in retained earnings
Retained earnings
Wealth distributed
49

Cash and cash equivalents and short-term investments

December 31, 2013
December 31, 2012
January 01, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
26,358
48,871
21,341
37,640
24,675
38,618

Cash and banks
Short-term investments - Bank
Certificates of Deposit (CDBs)
Short-term investments Purchase and
sale commitments
651
25,301
45,744
69,692
250,834
287,754
109,562
136,307
242,439
281,645
197,822
198,096
Total cash and cash equivalents
136,571
210,479
309,524
388,977
473,331
524,468
These short-term investments are made with prime financial institutions, at market price and
terms.
The short-term investments presented as cash equivalent may be redeemed at any time without
affecting earnings recognized or with no risk of significant change in value.
The Fixed Income Investment Funds DI are non-exclusive funds classified by the Brazilian
Financial and Capital Markets Association (ANBIMA) as short-term, low-risk funds. The
funds portfolios are managed by Bradesco Asset Management and Ita Asset. The Company
does not interfere with or influence the management of the portfolios or the acquisition and sale
of the securities included in the portfolios.
December 31, 2013
Short-term investment daily liquidity

Investment funds DI fixed income securities
Short-term investments - term over 90 days

Short-term investments - Bank Certificates of Deposit
(CDBs)
Short-term investments Purchase and sale
commitments
Others
Total of short-term investments
December 31, 2012
January 01, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
120,651
121,120
120,651
121,120
1,030
1,030
1,114
-
1,114
-
30,758
-
30,758
193
2,144
2,144
30,758
30,951
2,144
2,144
30,758
30,951
120,651
121,120
The Company's exposure to interest rate risks, credit, liquidity and market risks, and sensitivity
analysis of financial assets and liabilities are disclosed in Note 25.
50

Trade receivables
December 31, 2013
December 31, 2012
January 01, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
121,608
42,263
3,383
6,983
7,260
1,911
1,499
51,156
1,520
145,654
55,544
4,135
8,631
7,260
1,911
1,499
91,520
3,761
114,896
40,294
1,936
7,435
5,903
2,251
986
57,596
17,597
129,084
63,288
1,990
8,940
5,903
2,251
986
57,596
23,349
90,356
92,096
1,859
6,103
4,892
2,232
851
36,512
3,580
97,428
99,310
2,005
6,961
4,892
2,232
851
36,512
6,028
237,583
319,915
248,894
293,387
238,481
256,219
Allowance for doubtful accounts (d)
(12,328)
(21,333)
(12,080)
(13,627)
(10,900)
(11,889)
Non-current
225,255
(54,112)
298,582
(56,333)
236,814
(55,184)
279,760
(61,450)
227,581
(42,253)
244,330
(44,395)
Current
171,143
242,249
181,630
218,310
185,328
199,935
Rental
Key money
Debt acknowledgment (a)
Parking
Management fees (b)
Sales
Advertising
Sales of property (c)
Others
51

(a)
Refer to key money, leases and other balances, which were past due and have been restructured.
(b)
Refers to management fees receivable by the Company, charged from investors or storeowners in the shopping
centers managed by them, which correspond to a percentage on the store lease amount (7% on the net income of the
shopping centers, or 6% of the minimum lease amount, plus 15% on the portion exceeding minimum lease amount or
a fixed amount), on regular fees charged from storeowners (5% on expenditures), on financial management (variable
percentage on expenditures incurred with shopping mall expansion) and on promotion fund (5% on the amount
contributed to the promotion fund).
(c)
In accordance with the pronouncement CPC 12 - Ajuste a Valor Presente (Present Value Adjustment), approved by
CVM on December 17th, 2008, the Company assessed internally certain assets and liabilities to analyze the need to
present them at present value. The Discounted Cash Flow (DCF) method was used, applying the discount rates
below.
The future cash flow of the model was based on the real estate portfolio of receivables sold and assumptions of
inflation adjustment (National Civil Construction Index, or INCC) and interest (Price table) adopted in the market.
Accordingly, to determine the present value of a cash flow (AVP), three sets of information were used: (i) the
monthly amount of future cash flows, (ii) the period of such cash flows and (iii) the discount rate.
Monthly amount of future cash flows: comprised of the receivables portfolio from the real estate projects developed
by the Company (Du Lac Diamond Tower and Centro Profissional Ribeiro Shopping). Cash flow includes monthly
receivables in accordance with each customers contract. The portfolio is adjusted for inflation based on the INCC
rate over the construction period. In addition to the inflation adjustment, the portfolio (after delivery of keys) is
adjusted based on the Price table interest rate (which was not considered as shown below).
(i)
Cash flow period: Cash flows are projected on a monthly basis as from the present date considering monthly and
intermediate installments. Since interest is charged after delivery of keys, the Company conservatively considers the
prepayment of all trade accounts receivable when keys are delivered, not including discounts, fines or interest.
(ii)
Discount rate: the discount rate used to discount cash flow to present value during construction is the prevailing SELIC
rate. This rate was selected because it can be considered as the customers opportunity cost and is decisive to the
customers prepayment decision.
On December 31, 2013, the consolidated present value adjustment balance amounts to R$ 2,661 (R$2 as of December
31, 2012). The effect on the result for the periods ended December 31, 2013 and 2012 is as follows:
December 31, 2013
Expense
Income
December 31, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
2,659
-
756
979
(d)
The Company recognized an allowance for doubtful accounts based on the following criteria:
(i)
Store leases - past due balance over than 180 days and amounts in excess of R$5 are individually analyzed,
independently of the due date for all storeowners that already are considered in the provision for doubtful accounts;
(ii)
Assignment of rights - All past due balance over 180 days and independent individual analysis regardless of the due date
for all storeowners that already are considered in the provision for doubtful accounts;
(iii)
Debt acknowledgment - All past-due balances regardless of the maturity term.
52

It should be emphasized that the Company understands that there are no risks relating to the
property sales accounts receivable since such amounts are guaranteed by the property sold.
The aging list of trade accounts receivable is as follows:
Balance past-due, but without impairment loss
Individual
12/31/2013
12/31/2012
01/01/2012
Balance due and without

impairment loss
219,219
227,741
223,630
< 30 days
3060 days
2,445
2,870
1,693
6090 days
1,493
1,532
740
90120 days
692
793
511
> 120 days
515
853
439
13,219
15,105
11,468
Total
237,583
248,894
238,481
Balance past-due, but without impairment loss

Consolidated
12/31/2013
12/31/2012
(Restated)
01/01/2012
(Restated)
Balance due and without

impairment loss
< 30 days
3060 days
6090 days
90120 days
> 120 days
Total
289,538
5,458
2,339
1,720
1,102
19,758
319,915
260,509
8,113
2,053
2,945
2,665
17,102
293,387
240,065
1,892
823
647
530
12,262
256,219
The changes in the allowance for doubtful accounts are as follows:

Individual
Balances at January 01, 2012

Additions
Write-offs
Reversal due to financial settlement
Reversal due to renegotiation
Balances at December 31, 2012
Additions
Write-offs
Stores
leased
Key
money
Debt
acknowledg
ment
Total
(6,745)
(3,324)
(831)
(10,900)
(3,578)
910
979
402
(2,307)
399
104
1,902
(495)
84
314
106
(6,380)
1,393
1,397
2,410
(8,032)
(3,226)
(822)
(12,080)
(3,111)
2,135
477
506
(2,116)
578
260
1,341
(779)
192
166
103
(6,006)
2,905
903
1,950
(8,025)
53
(3,163)
(1,140)
(12,328)

Consolidated
Stores
leased
Key
money
Debt
acknowled
gment
Total
Balances at January 1, 2012 (Restated)
(6,974)
(4,084)
(831)
(11,889)
Additions
Write-offs
(3,814)
962
991
481
(3,160)
557
134
2,156
(599)
84
358
112
(7,573)
1,603
1,483
2,749
(8,354)
(4,397)
(876)
(13,627)
(6,405)
2,135
477
653
(7,522)
741
287
2,289
(872)
192
182
137
(14,799)
3,068
946
3,079
(11,494)
(8,602)
(1,237)
(21,333)
Balances as at December 31, 2012 (Restated)

Additions
Write-offs
Aging of trade accounts receivable included in the allowance for doubtful accounts:
December 31, 2013
Less than 60 days

60120 days
120180 days
180240 days
Over 240 days
December 31, 2012

Individual
Consolidated
(Restated)
January 1, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
(1,328)
(592)
(575)
(927)
(8,906)
(3,978)
(1,297)
(1,444)
(1,800)
(12,814)
(1,292)
(518)
(547)
(603)
(9,120)
(1,803)
(675)
(709)
(749)
(9,691)
(105)
(69)
(19)
(1,932)
(8,775)
(105)
(69)
(19)
(2,357)
(9,339)
(12,328)
(21,333)
(12,080)
(13,627)
(10,900)
(11,889)
The Company has operating lease agreements with the tenants of shopping mall stores (lessors)
with a standard term of 5 years. Exceptionally, there may be agreements with differentiated
terms and conditions.
For the year ended December 31, 2013 and 2012, the Company had billings of R$561,558 and
R$470,799, respectively, from minimum rent in the Companys interest only in relation to
contracts prevailing at the end of each period, these presented the following renewal schedule:
54

Consolidated
December 31, 2013 December 31, 2012
In 2013
In 2014
In 2015
In 2016
In 2017
After 2017
Undetermined*
Total
(*)
N/A
12.4%
15.1%
16.6%
22.6%
25.3%
8.0%
4.5%
15.9%
17.6%
20.0%
12.3%
22.8%
6.9%
100.0%
100.0%
Non-renewed agreements in which the parties may request termination via a prior legal notice (30 days).
55

5
5.1

Balance and transactions with related parties are detailed below:
December 31, 2013
Individual
Current assets:
Sundry loans and advances
Storeowners
Condomnio dos shopping centers (a)
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (e)
Associao ParkShopping Braslia (c.1)
Associao ParkShopping So Caetano (c.2)
Associao Shopping Santa rsula (c.3)
Associao BarraShopping (c.4)
Associao Parkshopping Campo Grande (h)
Associao Jundia Shopping (i)
Associao Diamond Mall
Consrcio Jundia Shopping (c.5)
Consrcio Parkshopping Campo Grande (c.6)
Condominio ParkShopping Braslia (d)
Condomnio Ribeiro Shopping (d)
Comdomnio Morumbi Shopping
Condomnio Pr-Indiviso Parkshopping (g)
Condomnio Pr-Indiviso New York City Center (g
Condominio Pr-Indiviso Anlia Franco (g)
Consrcio ParkShopping So Caetano (c.7)
Consrcio Village Mall (l)
Condominio Shopping Vila Olimpia
Associao Shopping Vila Olmpia (j)
Adiantamento a empreendedores (k)
Associao Village Mall
Loans others
December 31, 2012
Consolidated
Individual
January 1, 2012
Consolidated
(Restated)
Individual
Consolidated
(Restated)
5,243
1,049
780
336
182
126
77
6,866
1,049
780
336
48
182
80
182
22
126
77
5,258
953
805
220
335
43
327
625
553
251
63
121
147
183
348
27
87
6,237
953
805
220
335
43
327
553
140
1,541
1,041
625
553
251
63
121
147
183
40
892
27
87
327
5,000
4,932
579
402
445
43
333
183
3,281
1,328
47
251
63
121
511
370
1,063
327
5,180
4,932
579
402
445
43
333
183
3,281
1,328
47
251
63
121
511
500
717
892
1,063
7,793
(5,243)
9,748
(6,866)
10,346
(5,258)
15,184
(6,104)
19,279
(5,000)
21,198
(5,180)
Total sundry loans and advances - current
2,550
2,882
5,088
9,080
14,279
16,018
Trade receivables
Multiplan Administradora de Shopping Centers Ltda. (f)
6,984
7,435
6,103
Total trade receivables - current
6,984
7,435
6,103
9,534
2,882
12,523
9,080
20,382
16,018
Non-current assets:
Sundry loans and advances
Storeowners
Consrcio Parkshopping Campo Grande (c.6)
Condominio Parkshopping Brasilia
Consrcio Village Mall (l)
Associao Jundia Shopping (i)
Associao ParkShopping So Caetano (c.2)
Associao Shopping Santa rsula
Associao Barra Shopping
Associao Barra Shopping Sul (b)
Associao ParkShopping Barigui (e)
Loans others
1,453
168
347
8,132
2,060
108
1,453
938
168
347
8,132
2,060
108
1,643
503
8,342
2,594
791
801
1,643
1,169
503
8,342
2,594
791
650
151
43
333
4,155
3,041
1
648
151
43
333
4,155
3,041
1
Total sundry loans and advances - non-current
12,268
13,206
13,873
15,843
8,374
8,372
Receivables from related parties

Manati Empreendimentos e Participaes S.A.
149
149
149
149
Total receivables from related parties - noncurrent
149
149
149
149
Total noncurrent assets
12,268
13,206
14,022
15,992
8,523
8,521
Investment
Advance for future capital increase
Parque Shopping Macei S.A.
48,800
48,800
36,506
36,506
13,006
13,006
Sub Total
Provision for losses (a)
56

Individual
12/31/2013
12/31/2012
56,236
51,287
62
94
125
35
278
17
63
64
53
133
146
4
51
342
68
61
59
31
19
Multiplan Arrecadadora Ltda (o)
1,020
Services agreement
Peres - Advogados, Associados S/C (p)
1,180
1,126

Interest on sundry loans and advances
1,720
3,706
829,156
992,119
Statement of operations:
Services revenue
Multiplan Administradora de Shopping Centers Ltda. (f)
Rental revenue
Hot Zone - BH Shopping (m.1)
Hot Zone - Morumbi Shopping (m.2)
Hot Zone - Barra Shopping (m.3)
Hot Zone - ParkShopping Barigui (m.4)
Hot Zone - ParkShopping Braslia (m.5)
Hot Zone - Ribeiro Shopping (m.6)
Hot Zone - Barra Shopping Sul (m.7)
Hot Zone - So Caetano (m.8)
HotZone - Campo Grande (m.9)
HotZone - Jundia (m.10)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (n.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (n.2)
Head office expenses
Rental expenses (q)
Mall expenses
Statement of operations:
Consolidated
31/12/2013
31/12/21012
62
94
125
35
278
17
373
34
63
65
53
133
146
4
51
342
68
45
40
61
59
31
19
Services agreement
Peres - Advogados, Associados S/C (p)
1,180
1,126

Interest on sundry loans and advances
2,014
3,970
Rental revenue
Hot Zone - BH Shopping (m.1)
Hot Zone - Morumbi Shopping (m.2)
Hot Zone - Barra Shopping (m.3)
Hot Zone - ParkShopping Barigui (m.4)
Hot Zone - ParkShopping Braslia (m.5)
Hot Zone - Ribeiro Shopping (m.6)
Hot Zone - Barra Shopping Sul (m.7)
Hot Zone - So Caetano (m.8)
HotZone - Campo Grande (m.9)
HotZone - Jundia (m.10)
Tantra Comrcio de Artigos Orientais Ltda. - Morumbi Shopping (n.1)
Tantra Comrcio de Artigos Orientais Ltda. - Barra Shopping (n.2)
Head office expenses
Rental expenses (q)
(a)
Prepayments of charges granted to condominiums of shopping centers owned by Multiplan Group, in light of the default of storeowners
with the condominiums. An allowance for loan losses was set up for these advances in light of the probable risk of non-collection.
57

(b)
Refer to the advances made to Barra Shopping Sul Storeowners Association to meet working capital requirements. R$4,800 was
advanced in 2008, R$3,600 in 2009 and R$1,000 in 2010. These agreements are monthly adjusted based on the CDI fluctuation and
contractual repayment terms that began in January 2009. On October 1, 2012, the agreements were renegotiated and joined together, the
consolidated debt started to pay 110% of the CDI and is repayable in monthly installments of R$75 until the debt is fully repaid, so that
the agreements final maturity does not exceed 120 months.
(c)
(c.1)
Refers to advances made to condominium, associations and consortiums, described below, to fund their working capital requirements,
adjusted monthly at 110% of the CDI fluctuation.
ParkShopping Braslia Association - to be repaid in 36 monthly installments starting January 2011.
(c.2)
ParkShopping So Caetano Association - to be repaid in 36 monthly installments starting July 2012.
(c.3)
Shopping Santa Ursula Association - to be repaid in 24 monthly installments starting January 2012.
(c.4)
Barra Shopping Association - to be repaid in 24 monthly installments starting January 2012.
(c.5)
Jundia Shopping Consortium - to be repaid in 14 monthly installments starting November 2012. This balance was settled as at
September 30, 2013.
(c.6)
Parkshopping Campo Grande Consortium - to be repaid in 24 monthly installments starting November 2012.
(c.7)
ParkShopping So Caetano Consortium - to be repaid in 12 monthly installments starting January 2012. These balances were
received on May 31, 2013.
(d)
Refers to advances made to make improvements in the RibeiroShopping and Parkshopping Braslia malls parking lots. In these
projects, the parking lot operation costs are charged to the condominiums, which receive 50% of the operating revenue. To make these
investments possible, the developer advanced funds that will be repaid by the condominiums plus revenues. These amounts are not
adjusted for inflation. The advance to RibeiroShopping was settled as at January 8, 2013 and advance to ParkShopping was settled as at
September 16, 2013, fully settling these advances.
(e)
Refer to the advances made to ParkShopping Barigui Storeowners Association to meet working capital requirements. The outstanding
balance is adjusted on a monthly basis at 117% of the CDI fluctuation and is being repaid in 40 and 120 monthly installments since July
2011.
(f)
Refers to the portion of accounts receivable and income that the Company has with subsidiary MTA manages the malls parking lots and
transfer from 93% to 97.5% of net revenue to the Company. Note that whenever total expenses exceeds the revenue generated, the
Company is required to reimburse such difference to MTA plus 3% of monthly gross revenue. These amounts are billed and received on
a monthly basis.
(g)
Refer to advances to the Pro Indiviso Condominiums in the Parkshopping, New York City Center and Anlia Franco malls, these
amounts are not adjusted for inflation. These amounts were written-off on January 31st, 2013.
(h)
Refers to the R$550 loan granted to ParkShopping Campo Grande Association, which bears interest equivalent to the CDI plus 1.0% per
year, to be repaid in 12 monthly installments starting January 2013.
(i)
Refers to the R$1,300 loan granted to JundiaShopping Association, which bears interest equivalent to the CDI plus 1.0% per year, to be
repaid in 84 monthly installments starting January 2013.
(j)
.Refer to the advances made to Shopping Vila Olmpia Association, through MPH Empreendimentos Imobilirios Ltda,, to meet
working capital requirements. The outstanding balance is adjusted on a monthly basis using the Extended Consumer Price Index (IPCA),
released by Instituto Brasileiro de Geografia e Estatstica - IBGE (Brazilian statistics bureau), plus 8% per year, and is being repaid as
follows: R$1,800 by August 15, 2010 plus 24 equal, successive monthly installments starting January 15, 2011. These advances were
received on January 31st, 2013.
(k)
Refer to investments made by the Company in the expansion of the Ribeiro Shopping mall, the costs of which were totally reimbursed
by the other ventures. Such amounts are not monetarily adjusted. These amounts were written-off on July 01, 2013
(l)
Refers to the R$1,800 loan granted to the VillageMall Consortium, which bears interest equivalent to 110% of the CDI, to be repaid in
120 monthly installments starting January 2013.
58

(m)
Refers to amount billed as Hot Zone store leases entered into with Divertplan Comrcio e Indstria Ltda, (lessee), where Multiplan
Planejamento Participaes e Administrao S/A, a Company shareholder, holds 99% of the capital. The total amounts charged as
occupancy costs account for 8% of stores gross revenue. The table shows the amounts actually allocated as Rental income, since the
other amounts refer to charges that are common and specific to the shopping malls promotion fund.
(m.1)
BH Shopping - renewed lease agreement, effective from September 2009 to August 2016
(m.2)
Morumbi Shopping - renewed lease agreement, effective from June 2010 to June 2017
(m.3)
Barra Shopping - lease agreement effective from June 2012 to June 2022
(m.4)
Parkshopping Barigui - renewed lease agreement, effective from November 2010 to November 2017
(m.5)
Parkshopping Braslia - renewed lease agreement, effective from January 2012 to December 2016
(m.6)
Ribeiro Shopping - renewed lease agreement, effective from January 2012 to December 2018
(m.7)
Barra Shopping Sul - lease agreement effective from November 2008 to November 2018
(m.8)
Parkshopping So Caetano - lease agreement effective from February 2012 to November 2022.
(m.9)
Parkshopping Campo Grande - lease agreement effective from November 2012 to November 2022.
(m.10)
Jundia Shopping - lease agreement effective from October 2012 to November 2022.
As of December 31, 2013, the amounts receivable from rental of the Hot Zone stores totaled 136 in the Individual and R$351 in the
Consolidated in comparison with R$127 in the Parent Company and R$203 in the Consolidated as of December 31, 2012. The rental
amounts received from Hot Zone stores totaled R$616, Parent, and R$884, consolidated, in the year 2013, compared to R$771,
Parent, and R$781, consolidated as of December 31, 2012.
(n)
Refers to amounts invoiced to Tantra Comrcio de Artigos Orientais Ltda, relating to a kiosk lease agreement entered into with a close
family member (lessee) of the Companys controlling shareholder. The lease payments are annually adjusted using the IGP-DI.
(n.1)
Morumbi Shopping - renewed agreement, effective beginning June 17, 2009 for an indefinite period
(n.2)
Barra Shopping - renewed agreement, effective beginning March 3, 2011 for an indefinite period
The total amount received from rental from Tantra stores during the year 2013 totaled R$129, Individual and Consolidated.
(o)
Refers to rental collection services, common and specific charges, income from promotion fund and other income deriving from the
operation and sale of office spaces of the Company and/or its subsidiaries.
(p)
Refers to the addendum to the legal service agreement entered into by the Company and Peres - Advogados, Associados S/C, owned by
a close family member of the Companys controlling shareholder, dated May 1st,, 2011. The contract has an indefinite term of duration
and establishes a monthly remuneration of R$ 50, adjusted by the Consumer Price Index (IPC) on an annual basis. Additionally, on
April 5, 2013, R$550 was paid as bonus.
(q)
Refers to the lease agreement entered into with close family member of the Companys controlling shareholder of an office located in
Centro Empresarial Barra Shopping, dated February 22, 2013. The agreement is effective for 24-month period, starting April 1, 2013
and lease payments are adjusted using the IPCA.
On December 22, 2009, the Company entered into a barter arrangement with related party WP
Empreendimentos e Participaes Ltda, (WP), under which WP assumes the commitment to
barter its 40% of the propertys undivided interest where the ParkShopping Campo Grande mall
will be built. In exchange, WP became the holder of 10% of any improvement made in the
project. Before the barter, both the Company and WP held 50% of the propertys undivided
interest. In November 2012, the ParkShopping Campo Grande was opened and from this date in
the Company owns 90% of the project and WP the remaining 10%.
59

5.2
Key management personnel compensation

Remuneration of key personnel
The executive officers and directors, which have the decision power and the Companys
operations control, are elected by the Board and considered key management personnel in
accordance with the Companys Statute.
The key management personnel compensation accounted for in the statement of operations by
category is as follow:
Annual fixed compensation

Salaries and pro-labore
Benefits (direct and indirect)
Variable compensation
Bonus
Participation in meetings
Stock option
2013
2012
8,263
288
7,115
265
9,000
4,598
9,227
30
3,120
22,149
19,757
On December 31, 2013, the key management personnel consisted of: 7 members of the Board of
Directors and 5 directors.
The Company does not grant to the executive officers and directors benefits relating to the labor
contract rescission beyond the ones foreseen in the applicable law.

December 31, 2013
Individual
PIS/COFINS recoverable
IR and CSLL recoverable
Tax on financial operations recoverable
IRRF
Withholding ISS
INSS recoverable
Others
Consolidated
December 31, 2012

Individual
Consolidated
(Restated)
January 1, 2012
Individual
Consolidated
(Restated)
1,274
-
169
721
1,274
82
157
31
22,573
1,274
9,162
793
16,153
1,274
10,436
530
1,755
34,136
1,274
690
1,198
1,802
30,464
1,274
690
1,310
1,274
2,434
33,802
28,393
39,053
35,540
60


December 31, 2013
Individual
Land
Completed properties
Properties under
construction
Current
Non-current
Consolidated
December 31, 2012

Individual
Consolidated
(Restated)
January 1, 2012
Individual
Consolidated
(Restated)
42,861
2,671
362,931
2,671
35,380
3,474
368,685
3,474
26,812
4,282
375,033
4,282
1,584
143,016
1,537
127,100
1,764
77,868
47,116
508,618
40,391
499,259
32,858
457,183
4,213
42,903
159,994
348,624
4,948
35,443
166,084
333,175
5,537
27,321
146,573
310,610
47,116
508,618
40,391
499,259
32,858
457,183
The carrying amount of a projects land is transferred to caption Construction in progress

when units are placed for sale, that is, when the project is launched.
The Company reclassifies part of its inventories into non-current assets, according to launches
scheduled for subsequent years, into the heading of land for future development or based on
the completion schedule of its constructions, into the heading construction in progress.
Loan, financing and debenture financial expenses, whose funds were used in the process of
building real estate projects, are capitalized in caption Inventories and recognized in income
under caption Cost of Properties Sold in accordance with each projects sales percentage.
61


Breakdown of deferred income tax and social contribution:
December 31, 2013
Individual
Assets:
Provision for legal and
administrative proceedings
Provision for losses on advances of
charges
Goodwill in merged company (b)
Accrued annual bonus
Deferred assets (e)
Tax loss carry forwards
Others
December 31, 2012
Consolidated
Individual
Consolidated
(Restated)
January 1, 2012
Individual
Consolidated
(Restated)
23,001
11,014
23,019
11,014
21,717
10,639
21,734
10,888
18,054
9,084
18,058
9,084
5,243
13,642
6,313
-
5,243
13,642
6,313
23,594
2,661
5,258
9,237
16,438
10,816
774
6,103
9,237
16,438
9,436
2,764
774
5,000
119,303
14,217
15,324
774
5,000
119,303
14,217
17,348
774
Deferred tax asset base
59,213
85,486
74,879
77,374
181,756
183,784
Deferred income tax assets )

Deferred social contribution assets )
14,803
5,329
20,760
7,483
18,720
6,739
19,343
6,964
45,439
16,358
45,946
16,540
20,132
28,243
25,459
26,307
61,797
62,486
(304,159)
(22,270)
(2,468)
(74,947)
(21,433)
56
621
(304,159)
(28,370)
(46,085)
(76,060)
(21,433)
56
621
(291,928)
(21,740)
(18,787)
(44,331)
-
(291,928)
(22,132)
(18,787)
(44,331)
-
(282,176)
(7,757)
(16,121)
(20,155)
-
(282,176)
(10,549)
(16,121)
(18,935)
-
Deferred tax liabilities base
(424,610)
(475,440)
(376,786)
(377,178)
(326,209)
(327,781)
Deferred income tax liabilities )

Deferred social contribution
liabilities )
(106,153)
(107,792)
(94,196)
(94,295)
(81,552)
(81,945)
(38,214)
(146,754)
(33,911)
(33,946)
(29,359)
(29,500)
Subtotal
(144,367)
(146,754)
(128,107)
(128,241)
(110,911)
(111,445)
Deferred income tax and social

contribution, net
(124,235)
(118,511)
(102,648)
(101,934)
(49,114)
(48,959)
Subtotal
Liabilities:
Unamortized goodwill on future
earnings (c)
Straight-line revenue (d)
Income on real estate projects (a)
Depreciation (f)
Compound interest
Depreciation of capitalized interest
Others
(a)
According to the tax criterion, the income (loss) on the sale of real estate units is determined based on the financial realization of revenues (cash basis)
while for accounting purposes such transactions are accounted for on the accrual basis.
(b)
Refers to the goodwill recorded in the balance sheet of Bertolino, a company merged in 2007, arising on the acquisition of interest in Multiplan, in the
amount of R$550,330, based on expected future earnings, is amortized by Company based on the same expected future earnings within 4 years and 8
months.
Under CVM Instruction 349/01, Bertolino recognized, prior to its merger, a provision for maintenance of integrity of shareholders equity in the
amount of R$363,218, corresponding to the difference between the goodwill and the tax benefit arising from its amortization. Accordingly, the
Company only merged the assets relating to the tax benefit arising from the goodwill amortization for tax purposes, in the amount of R$186,548. Such
provision will be reversed proportionally to the goodwill amortization by Multiplan for tax purposes. In January 2013, all tax benefit from the goodwill
had already been used.
(c)
Goodwill on acquisition of Multishopping Empreendimentos Imobilirios S.A., Bozano Simonsen Centros Comerciais S.A. and Realejo Participaes
S.A. based on expected future earnings. Such companies were then merged and the respective goodwill reclassified to intangible assets. These
companies were subsequently merged and the related goodwill was reclassified to intangible assets. Pursuant to the new accounting standards,
beginning January 1, 2009 such goodwill is no longer amortized and deferred income tax liabilities on the difference between the tax base and the
carrying amount of the related goodwill was accounted for. For tax purposes, the goodwill amortization will terminate on November 2014.
(d)
The Company recognized income and social contribution tax on the straight-lining of revenues during the contract term, regardless of the receipt term.
(e)
The Company recognized deferred income tax by fully derecognizing deferred charges.
(f)
The Company recognized deferred income tax liabilities on differences between the amounts calculated based on accounting method and criteria, as
prescribed in Regulatory Opinion 1 dated July 29, 2011.
(g)
In the consolidated, the basis for the deferred assets and liabilities are composed also by entities subject to the calculation of IRPJ and CSLL by the
presumed income regime. For this reason, the effect of the taxes rates includes the taxes rates used in the income presumption, according to the federal
law, and may vary depending on the revenue nature.
62

Deferred income tax and social contribution will be realized based on Managements
expectation, as follows:
December 31, 2013
Individual
Consolidated
December 31, 2012

Individual
January 1, 2012
Consolidated
Individual
Consolidated
(Restated)
2012
2013
2014
2015
2016
20172018
20192021
20202022
(Restated)
9,693
1,310
1,310
6,597
1,222
-
12,408
4,025
3,984
6,603
1,223
-
15,669
1,272
1,134
4,510
958
958
958
15,661
1,525
1,363
4,739
1,103
958
958
48,580
4,412
1,272
1,272
4,635
542
542
542
49,269
4,412
1,272
1,272
4,635
542
542
542
20,132
28,243
25,459
26,307
61,797
62,486
Reconciliation of income tax and social contribution expense

Reconciliation of income tax and social contribution tax expense calculated by applying the
combined statutory tax rates and the income tax and social contribution expense recorded in
profit or loss is as follows:
Individual
December 31, 2013
Description
Income before income tax and social
contribution
Tax rate
Nominal rate
Permanent additions and exclusions
Gifts and tributes
Contributions, donations and sponsorship
Interest on capital
PIS and COFINS - straight-lining of revenues
Goodwill amortization on asset appreciation
Compensation expenses (stock option plan)
Management compensation and 13rd salary
Tax benefits
Nondeductible tax assessment notices
Others
December 31, 2012
Income tax
Social
contribution
Income tax
Social
contribution
359,074
25%
(89,769)
359,074
9%
(32,317)
479,316
25%
(119,829)
479,316
9%
(43,138)
7,968
(107)
(270)
33,750
(20)
(2,759)
(2,567)
407
(2,392)
2,869
(39)
24,412
(151)
(1,582)
31,250
(356)
(20)
(2,413)
8,788
(54)
(569)
11,250
(128)
(7)
-
(1,039)
(22)
150
(8)
(97)
34,011
12,941
51,268
19,175
12,150
(7)
(993)
Current income tax and social contribution in

profit or loss
no profit or loss
(39,708)
(13,010)
(29,197)
(9,793)
(16,050)
(6,364)
(39,364)
(14,170)
Total
(55,758)
(68,561)
(23,963)
63
(19,376)

Consolidated
December 31, 2012
(Restated)
December 31, 2013
Income tax
Social
contribution
Income tax
Social
contribution
372,705
25%
(93,176)
372,705
9%
(33,543)
499,136
25%
(124,784)
499,136
9%
(44,922)
(553)
(107)
(270)
(199)
(39)
-
504
(151)
(1,582)
181
(54)
(569)
(356)
(128)
(20)
(2,758)
(2,567)
(7)
(993)
-
33,750
407
12,150
-
(20)
(2,413)
(22)
31,250
(7)
(8)
11,250
13,362
4,810
26,985
9,715
(10,958)
(1,886)
(3,945)
(1,554)
(10,069)
-
(4,414)
(160)
27,743
9,987
44,126
15,806
Description
Income before income tax and social
contribution
Tax rate
Nominal rate
Permanent additions and exclusions
Gifts and tributes
Contributions, donations and sponsorship
PIS and COFINS - straight-lining of
revenues
Goodwill amortization on asset
appreciation
Compensation expenses (stock option plan)
Management compensation and 13rd salary
Nondeductible tax assessment notices
Interest on capital
Tax benefits
Difference in tax base of companies taxed
based on deemed income
Income tax and social contribution on
companies taxed based on deemed
income
Others
Current income tax and social contribution in

profit or loss
Deferred income and social contribution
taxes no profit or loss
(52,504)
(18,902)
(41,880)
(15,156)
(12,272)
(4,418)
(38,778)
(13,960)
Total
(64,776)
(23,320)
(80,658)
(29,116)
Management conducted an initial assessment of the provisions found in Provisional Measure

627 dated November 11, 2013 (MP 627) and Normative Ruling 1397 dated September 16,
2013, as amended by Normative Ruling 1422 dated December 19, 2013 (IN 1397).
Although the MP 627 comes into effect on January 1, 2015, there is the option (irreversibly) of
early adopting it as of January 1, 2014. Management is evaluating the early adoption of said
Provisional Act.
In accordance with analyses by Management and consultants, no relevant impacts were detected
arising from MP 627 and IN 1397 in the financial statements for the year ended on December
31, 2013.
64

Investments
Significant information on investees:
December 31, 2013
Investees
Number of
quotas/shares

MPH Empreendimentos Imobilirios Ltda. (a)
Multiplan Administr. Shopping Center
SCP - Royal Green Pennsula
Manati Empreend. e Participaes S.A.
Parque Shopping Macei S.A
Danville SP Empreendimento Imobilirio Ltda.
Embraplan Empresa Brasileira de Planejamento Ltda.
Multiplan Greenfield I Emp Imob Ltda.
Ribeiro Residencial Emp Imob. Ltda.
Morumbi Bussiness Center Empr.Imob.Ltda.
Multiplan Greenfield II Empr.Imob.Ltda.
Multiplan Greenfield IV Empr.Imob.Ltda.
Multiplan Greenfield III Empr.Imob.Ltda.
Parkshopping Campo Grande Ltda (**)
Jundia Shopping Center Ltda (**)
Parkshopping Corporate Empr.Imob. Ltda (**)
Multiplan Arrecadadora Ltda.
Multiplan Greenfield VI Empr.Imob.Ltda.
Multiplan Greenfield VII Empr.Imob.Ltda.
Multiplan Greenfield IX Empr.Imob.Ltda.
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.
40,000
593,000
178,477
154,940,898
20,000
1,000,000
42,885,388
102,905,268
45,063,074
1,000
5,110,438
15,378,843
7,144,959
7,924,973
124,916,444
60,133,755
62,759,286
260,119,487
283,138,337
230,344,801
45,702,862
1,000
4,220
3,547,050
1,609
1,609
1,508
1,000
1,000
Interest - %
99.00
99.99
99.61
100.00 (*)
99.00
100.00
98.00
50.00
50.00
99.99
100.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.90
99.90
99.90
99.90
99.90
99.90
Share
capital
400
5,930
1,784
154,940
20
10
51,582
72,636
102,905
45,063
43
5,110
15,379
7,145
7,925
124,916
60,134
62,759
260,119
283,138
230,345
45,703
1
4
3,547
2
2
2
1
1
65
Net income
(loss) for
the period
(26)
(4,549)
(21)
13,068
5,545
3,304
(541)
1,189
(4,548)
(77)
(16)
3
12,191
11,367
(332)
6,692
(7,632)
(8,103)
(3,330)
2,482
3,982
(2,707)
707
(2)
(684)
(1)
(1)
(1)
-
Equity
233
4,852
(3)
191,552
17,966
392
3,879
70,765
190,390
43,250
20
205
23,678
17,135
7,164
121,219
51,405
53,231
255,701
285,635
234,088
42,859
708
2
2,863
1
1
1
1
1
December 31, 2012

Net income
(loss) for the
period
(225)
173
(35)
12,894
6,988
2,761
2,931
1,280
(2,998)
(170)
(2)
5
(121)
2,003
(198)
81,093
(409)
(374)
(1,085)
(15)
(239)
(137)
-
Equity
259
5,513
2
178,484
12,422
250
4,420
69,576
97,338
20,877
36
202
381
2,221
6,596
114,381
146,453
150,128
251,411
221,827
209,550
40,937
-
January 1, 2012
Net income
(loss) for
the period
(9)
465
(17)
18,415
5,414
2,466
2,187
2,006
(2,242)
(1,566)
(5)
193
(3,772)
(3,380)
(231)
(843)
(688)
(1,050)
(3)
-
Equity
134
5,268
33
219,332
16,043
242
11,489
68,296
53,336
12,034
38
197
(216)
(493)
6,193
63,437
69,528
71,452
238,458
-

(a)
On February 9, 2012, the Companys subsidiary Morumbi Business Center Empreendimentos Imobilirios Ltda. acquired from
Brookfield Brasil Shopping Centers Ltda. its 41,958% interest in MPH Empreedimentos Imobilirios Ltda., increasing, indirectly, its
total interest in Shopping Vila Olmpia in So Paulo, from 30% to 60%. The acquisition price amounts to R$175,000 fully paid up
front. The effects relating to the MPH Empreedimentos Imobilirios Ltda. acquisition recorded in the shareholders equity are detailed in
note 20.e. In the same occasion, MPH Empreendimentos Imobilirios Ltda. shareholders withdrew, through a capital reduction its
participation in MPH capital, equivalent to 16,084%. In the same occasion, a shareholder MPH Empreendimentos Imobilirios Ltda.
withdrew from the company, through a 16,084% capital reduction by cancelling all his shares, leading to a R$128,337 decrease in
noncontrolling interests.
(*)
50.00% direct and 50.00% indirect through subsidiary Morumbi Business Center Empreendimento Imobilirio Ltda.
(**)
These companies went into operation in 2012.
66

9.1
Changes in investments of the Individual:

Investees
Investments
CAA Corretagem Imobiliria Ltda..
Multiplan Admin. Shopping Center
Ribeiro Residencial Emp Im Ltda.
Barra Sul Empreendimrnto Imobilirio Ltda.
Multiplan Greenfield I Emp.Imobiliario Ltda.
Parkshopping Corporate Ltda.
Multiplan Arrecadadora
Multiplan Greenfield VI Ltda.
Multiplan Greenfield VII Ltda.
Multiplan Greenfield IX Ltda.
Multiplan Greenfield X Ltda.
Multiplan Greenfield XI Ltda.
Multiplan Greenfield XIV Ltda.
Multiplan Greenfield XV Ltda.
Others
Subtotal Investments
12/31/2012
(Restated)
Additions
Advances for
future capital
increase (Afac)
Transfers
255
5,481
4,332
12,297
89,242
34,788
12,163
250
20,877
37
202
6,596
114,381
2,221
382
146,453
251,411
150,128
221,827
209,550
40,937
94
490
1
1
1
1
1
1
1
1
-
17
3,920
36,506
22,450
900
145
3,546
11,105
89,585
7,620
91,207
61,327
20,556
4,629
3
3,546
1
1
1
-
(3,053)
-
(26)
(17)
(4,548)
(533)
5,490
6,534
595
(2,274)
3,195
3,710
(17)
3
285
6,692
13,390
14,689
(7,633)
(3,330)
(8,102)
2,482
3,983
(2,707)
707
(3)
(685)
111-
(294)
-
(177,000)
(180,000)
(1)
-
229
4,853
3,995
17,787
95,776
35,383
46,395
392
47,037
20
205
7,781
121,218
19,157
26,176
51,405
255,701
53,233
285,636
234,089
42,859
708
1
2,861
1
1
1
1
1
94
1,323,904
498
357,065
(3,053)
31,877
(294)
(357,001)
1,352,996
67
Dividends
Equity in
subsidiaries
Disposals
Capital
reduction
12/31/2013

Investees
(Restated)
Additions
Advances for
future capital
increase (Afac)
Transfers
Advances for future capital increase

CAA Corretagem e Consultoria Imobiliria S/C Ltda.
Renasce - Rede Nacional de Shopping Centers Ltda.
Ribeiro Residencial Emp Imobilirio Ltda.
Multiplan Greenfield VI Ltda.
Multiplan Greenfield VII Ltda.
Multiplan Greenfield IX Ltda.
Multiplan Greenfield X Ltda.
Multiplan Greenfield XI Ltda.
36,506
-
20
3,920
48,800
22,450
900
145
3,546
11,105
89,585
7,620
91,207
61,327
20,556
3
3,546
1
1
1
4,629
(20)
(3,920)
(36,506)
(22,450)
(900)
(145)
(3,546)
(11,105)
(89,585)
(7,620)
(91,207)
(61,327)
(20,556)
(3)
(3,546)
(1)
(1)
(1)
(4,629)
48,800
-
Subtotal - advances for future capital increase
36,506
369,362
(357,068)
48,800
1,360,410
369,858
(3)
(3,053)
31,877
(294)
(357,001)
1,401,796
(2)
(4)
(3)
Subtotal (other current liabilities)
(2)
(4)
(3)
1,360,408
369,858
(3,053)
31,873
(294)
(357,001)
1,401,793
Subtotal - investments and advances for future capital increase
Total net investments
12/31/2012
68
Dividends
Equity in
subsidiaries
Disposals
Capital
reduction
12/31/2013

Investees
Investments
CAA Corr
etagem e Consultoria Publicitria S/C Ltda.
CAA Corretagem Imobiliria Ltda..
Multiplan Admin. Shopping Center
Ribeiro Residencial Emp Im Ltda.
Barra Sul Empreendimrnto Imobilirio Ltda.
Multiplan Greenfield I Emp.Imobiliario Ltda.
Others
Subtotal - Investments
01/01/2012
Effects on
capital
Additions Disposals transactions
Advances for
future capital
increase (Afac)
Transfers
Dividends
Equity in
subsidiaries
Capital
gain/loss
12/31/2012
132
32
5,267
11,260
15,882
92,027
34,148
13,662
242
6,934
38
197
5,540
12,926
18,159
17,798
94
350
2,000
131
55,355
11,124
2,900
11,308
28,221
52,694
1,733
-
645
(90,641)
-
40
12,113
1,125
55,650
371
(177)
117,577
249,600
121,396
193,591
157,095
39,341
-
(9,801)
(10,608)
(9,206)
(2,635)
-
(222)
(32)
174
2,873
6,918
5,776
640
(1,499)
2,643
(170)
(1)
5
(200)
81,091
1,850
559
(407)
(1,089)
(374)
15
(239)
(137)
-
(5)
105
-
255
5,481
4,332
12,297
89,242
34,788
12,163
250
20,877
37
202
6,596
114,381
2,221
382
146,453
251,411
150,128
221,827
209,550
40,937
94
234,338
165,816
(89,996)
947,722
(32,250)
98,174
100
1,323,904
69

Advances for
future capital
increase (Afac)
Transfers
Dividends
Equity in
subsidiaries
Capital
gain/loss
12/31/2012
01/01/2012
Additions
Disposals
Effects on
capital
transactions
Advances for future capital increase

Renasce - Rede Nacional de Shopping Centers Ltda.
Ribeiro Residencial Emp Imobilirio Ltda.
Multiplan I Empreendimento Imobilirio Ltda.
13,006
5,100
654
50,511
51,367
238,461
53,654
-
40
25,500
7,013
471
5,139
402
329
66,210
11,139
67,742
193,591
157,095
39,341
(2,000)
-
(40)
(12,113)
(1,125)
(55,650)
(402)
(329)
(117,577)
(249,600)
(121,396)
(193,591)
(157,095)
(39,341)
36,506
-

Subtotal - investments and advances for future capital increase
412,753
647,091
574,012
739,828
(2,000)
(2,000)
(89,996)
(948,259)
(537)
(32,250)
98,174
100
36,506
1,360,410

Barra Sul Empreendimento Imobilirio Ltda.
(216)
(494)
-
389
311
(2)
505
32
-
(678)
151
-
(2)
Subtotal (other current liabilities)
(710)
698
537
(527)
(2)
646,381
740,526
(2,000)
(89,996)
(32,250)
97,647
100
1,360,408
Investees
70

9.2
Changes in consolidated investments
Investees
Additions
Equity in
subsidiaries
Disposals
12/31/2013
SCP - Royal Green Pennsula *

Manati Empreendimentos e Participaes S.A
Others
4,332
34,788
12,163
161
490
-
36,506
-
(294)
(8)
(533)
595
(2,274)
-
3,995
35,383
46,395
153
51,444
490
36,506
(302)
(2,212)
85,296
36,506
48,800
(36,506)
48,800
Subtotal - Advance for future capital increase
36,506
48,800
(36,506)
48,800
87,950
49,290
(2,212)
134,726
01/01/2012
(Restated)
Additions
Disposals
Dividends
Equity in
subsidiaries
11,260
34,148
13,662
169
(8)
(9,801)
-
2,873
640
(1,499)
-
4,332
34,788
12,163
161
59,239
(8)
(9,801)
2,014
51,444
13,006
25,500
(2,000)
36,506
13,006
25,500
(2,000)
36,506
72,245
25,500
(2,008)
(9,801)
2,014
87,950
Investees
SCP - Royal Green Pennsula *
Manati Empreendimentos e Participaes S.A
Others
(*)
12/31/2012
(Restated)
Advance for
future capital
increase
capitalization
(302)
12/31/2012
(Restated)
Shareholder MTP conducts the material activities that and have the ability to affect the return on Royal Green operations; therefore, the investment is
not consolidated, since financial information of shareholder MTP includes records of SCP operations.
71

9.3.
Subsidiaries information
The main information on the Companys subsidiaries financial statements is as follows:
December 31, 2013
Current
assets
Noncurrent
assets
Current
liabilities
Non-current
liabilities
Net
revenue
CAA Corretagem e Consultoria Publicitria S/C Ltda. (a)

CAA Corretagem Imobiliria Ltda. (a)
Danville SP Empreendimento Imobilirio Ltda. (c)
Embraplan Empresa Brasileira de Planejamento Ltda. (b)
Ribeiro Residencial Emp Imob. Ltda. (c)
Morumbi Bussiness Center Empr. Imob. Ltda. (d)
Multiplan Greenfield II Empr.Imob.Ltda. (c)
Multiplan Greenfield IV Empr.Imob.Ltda. (c)
Multiplan Greenfield III Empr.Imob.Ltda. (c)
Parkshopping Campo Grande Ltda
Jundia Shopping Center Ltda
Parkshopping Corporate Empr.Imob.Ltda. (c)
Multiplan Arrecadadora Ltda.
Multiplan Greenfield VI Empr.Imob.Ltda.
Multiplan Greenfield VII Empr.Imob.Ltda.
Multiplan Greenfield IX Empr.Imob.Ltda.
Multiplan Greenfield X Empr.Imob.Ltda.
Multiplan Greenfield XI Empr.Imob.Ltda.
Multiplan Greenfield XIV Empr.Imob.Ltda.
Multiplan Greenfield XV Empr.Imob.Ltda.
237
154
3
27,714
46,546
887
86
11
206
28,538
20,808
9
6,617
153,751
12,745
4,536
14,140
11,406
97
176,988
2
670
1
1
1
1
1
1
7,360
171,490
36
396
43,143
9
11
7,171
146,554
94,408
244,014
251,206
406,145
346,710
43,772
1,063
2,252
-
5
2,008
6
7,400
28,598
530
(21)
1
4,193
3,090
16
11,269
21,894
23,777
41
49,954
31,273
1,010
177,343
59
-
654
253
18
361
678
583
20,683
174,860
179,751
84,694
92,755
-
350
28,787
178,624
7,722
49,445
40,337
81
285
1,001
180
43,942
34,918
1,061
-
Saldos em 31 de dezembro de 2013
506,156
1,765,741
362,446
555,290
386,733
December 31, 2012
Investees
CAA Corretagem e Consultoria Publicitria S/C Ltda. (a)
CAA Corretagem Imobiliria Ltda. (a)
Danville SP Empreendimento Imobilirio Ltda. (c)
Embraplan Empresa Brasileira de Planejamento Ltda. (b)
Ribeiro Residencial Emp Imob. Ltda. (c)
Morumbi Bussiness Center Empr.Imob.Ltda. (d)
Multiplan Greenfield II Empr.Imob.Ltda. (c)
Multiplan Greenfield IV Empr.Imob.Ltda. (c)
Multiplan Greenfield III Empr.Imob.Ltda. (c)
Parkshopping Campo Grande Ltda
Jundia Shopping Center Ltda
Parkshopping Corporate Empr.Imob. Ltda (c)
72
Current
assets
Non-current
assets
Current
liabilities
Non-current
liabilities
Net
revenue
261
643
1
16,346
35,909
615
54
28
203
14,024
9,003
39
26,484
155,562
586
4,534
19,157
21,314
2,016
2
7,720
2
176,642
28
384
41,833
9
17
1
6,573
89,242
158,870
249,337
368,500
347,207
41,662
4
2,265
5
9,170
23,516
512
6,349
1
13,659
6,783
16
1,345
9,109
9,328
2,460
34,733
31,970
2,741
617
5,334
237
14,661
131,097
127,001
-
332
28,498
152,994
6,653
8,907
12,911
159,222
7,142
9,105
-

Balance at December 31, 2012
317,561
1,686,590
161,439
313,903
(a)
In 2007, these companies operations were transferred to the Company.
(b)
Dormant company since 2003.
(c)
Companies that own projects under construction.
(d)
The result of the subsidiary Morumbi Bussiness Center Empr.Imob.Ltda., is basically the equity income for the participation of 50%
in the subsidiary MPH Empreendimentos Imobilirios Ltda.
9.4.
Joint ventures information

As prescribed by CPC 19 (R2), joint ventures Manati Empreendimentos e Participaes S.A.
and Parque Shopping Macei S.A., in whose shareholders agreements the parties agree to share
control over the activities, have not been consolidated on a proportionate basis.
A joint venture is a contractual agreement whereby the Company and other parties undertake an
economic activity that is subject to joint control. Joint control exists when the strategic financial
and operating decisions relating to the joint ventures activity require the unanimous consent of
the ventures sharing the control. Join ventures are accounted for under the equity method of
accounting.
The main information relating to the of the Companys jointly-controlled subsidiaries are shown
below:
73
393,493

Manati Empreendimentos Participaes S.A.
Assets
Current assets
Trade receivables
Others
Non-current assets:
Prepaid expense
Marketable securities
Escrow deposits
Trade receivables
Investment property
Intangible assets
Total Assets
Liabilities and Equity
Current liabilities
Trade payables
Loans and financing
Payables to related parties
Others
December
31, 2013
December 31,
2012
December
31, 2011
December
31, 2013
December
31, 2012
7,742
3,332
1,234
-
6,880
2,564
449
-
5,000
2,180
200
-
32,144
7,548
75
1-
878
14
-
848
2
2
12,308
9,893
7,380
39,768
892
852
1,240
108
1,626
56,223
1,995
46
1,428
58,279
2,051
253
1,648
59,170
2,108
3,614
331
256,124
1,042
3,236
132,474
1,044
720
50,790
1,024
61,192
61,804
63,179
261,111
136,754
52,534
73,500
71,697
70,559
300,879
137,646
53,386
92
1,426
544
20
292
660
149
410
2
156
456
149
432
3
6,120
4,596
479
117
5,644
240
76
-
10
18
22
2,082
1,513
1,196
11,312
5,960
50
74
December
31, 2011

Manati Empreendimentos Participaes S.A.

December
31, 2013
December 31,
2012
December
31, 2011
December
31, 2013
85,531
30,768
1,240
(588)
34
574
188
879
456
13,190
3,580
652
608
1,067
99,177
34,348
72,636
(1,870)
72,636
(3,060)
72,636
(4,340)
102,905
97,600
(10,115)
29,893
73,012
(5,567)
29,894
26,012
(2,570)
70,766
69,576
68,296
190,390
97,338
53,336
73,500
71,697
70,559
300,879
137,646
53,386
8,004
(6,212)
1,792
(74)
(560)
1,158
608
1,766
7,729
(5,562)
2,167
(52)
(710)
1,405
552
1,957
6,461
(5,346)
1,115
(47)
(482)
586
822
1,408
2,952
(3,978)
(1,026)
(4,030)
(5,056)
700
(4,356)
(3,230)
(3,230)
232
(2,998)
(2,316)
(2,316)
74
(2,242)
(772)
196
(458)
(219)
(276)
874
(67)
(125)
1,190
1,280
2,006
(4,548)
(2,998)
(2,242)
Loans and financing
Provision for risks
Equity:
Share capital
Advance for future capital increase
Accumulated loss
Total Liabilities and Equity

December
31, 2012
December
31, 2011
Net income
Cost of sales and services
Gross profit
Administrative expenses - headquarter
Administrative expenses - projects
Financial results
Current
Deferred assets
Net income (loss) for the year
75

The accounting information referring to the jointly-owned subsidiaries was based on the trial
balances presented by these companies on the closing date of the years, since these companies
did not finalized the development of its annual financial statements to date.
On December 31, 2013, the Company has no commitments assumed with its joint ventures.
Additionally, these joint controlled investees have no contingent liabilities, other
comprehensive income and other disclosures required by CPC 45 - Disclosure of Interests in
Other Entities (IFRS 12) beside the ones abovementioned.
10
Multiplan measured internally its investment properties at fair value based on the Discounted
Cash Flow (DCF) method. The Company calculated the present value by using a discount rate
following the Capital Asset Pricing Model (CAPM) model. Risk and return assumptions were
considered based on studies conducted by Mr. Damodaran (New York University professor)
relating to the stock market performance of shopping centers in Brazil (Adjusted Beta), in
addition to market prospects (Central Banks Focus Report) and data on the risk premium of the
domestic market (country risk). Based on these assumptions, the Company used a nominal,
unlevered weighted average discount rate of 14.64% as of December 31, 2013, resulting from a
basic discount rate of 14.20% calculated in accordance with the CAPM model, and, based on
internal analyses, a spread from 0 to 200 basis points was added to this rate, resulting in an
additional weighted average spread of 43 basis points in the valuation of each shopping mall,
corporate tower and project.
Cost of capital
December 2013
December 2012
December 2011
Risk free rate

Market risk premium
Adjusted beta
Country risk
Additional spread
3.53%
6.02%
0.77
205 b.p.
43 b.p.
3.57%
5.74%
0.74
184 b.p.
0 to 200 p.b.
3.61%
5.62%
0.76
192 b.p.
0200 b.p.
Cost of capital - US$
10.66%
9.63% to 11.63%
9.81% to 11.81%
Inflation assumptions
Inflation (BR)
Inflation (USA)
Cost of capital - R$
December 2013
December 2012
December 2011
5.98%
2.30%
5.47%
2.30%
5.32%
2.30%
-
14.64%
13.03% to 15.09%
13.05% to 15.11%
The investment properties valuation reflects the market participant concept. Thus, the Company
does not consider in the discounted cash flows calculation taxes, revenue and expenses relating
to management and sales services.
76

The future cash flow of the model was estimated based on the shopping centers individual cash
flows, expansions and office buildings, including the Net Operating Income (NOI), recurring
Assignment of Rights (based only on mix changes, except for future projects), Revenue from
Transferring Charges, investments in revitalization, and construction in progress. Perpetuity
was calculated considering a real growth rate of 2.0% for shopping centers and of 0.0% for
office buildings.
The Company classified its investment properties in accordance with their statuses. The table
below describes the amount identified for each category of property and presents the amount of
assets in the Companys share:
Individual
December
2013
December
2012
December
2011
Shopping centers and office towers in operation (*)

Projects in progress (advertised) (*)
Projects in progress (not advertised)
11,749,031
122,709
346,609
11,651,125
274,578
456,673
10,439,689
1,440,184
733,808
Total
12,218,349
12,382,376
12,613,681
Valuation of investment property
Consolidated
December
December 2011
2013December 2012
(*)
Valuation of investment property

Shopping centers and office towers in operation (*)
Projects in progress (advertised) (*)
Projects in progress (not advertised)
14,088,956
122,709
430,410
13,417,893
714,522
569,108
10,725,027
1,585,264
733,808
Total
14,642,075
14,701,523
13,044,099
In the fourth quarter of 2013, Expansion VIII of the Ribeiro Mall was concluded (opened) and its assets were
transferred from announced projects to projects in progress.
The interests of 37.5% in the Santa rsula Shopping and 50% in the Parkshopping Macei
project through the joint controlled investees were not considered in the consolidated valuation.
77

Changes in investment property are as follows:

Individual
Depreciation
weighted average
rate (%)
Cost of
Land
(-) Accumulated depreciation
2.63
Net amount
Facilities
10.73
Net amount
Machinery, equipment, furniture and fixtures
10
Net amount
Others
Net amount
Construction in progress
Repurchase of point
(*)
1020
December 31,
2012
(Restated)
Additions
Compound
interest
Depreciation
Transfers
December 31,
2013
513,761
2,180,602
(272,418)
1,082
96,749
-
(4,629)
50
2,496
6,090
-
(54,198)
490
362,532
-
517,829
2,641,344
(326,566)
1,908,184
96,749
(4,579)
6,090
(54,198)
362,532
2,314,778
251,982
(74,625)
29,106
-
(828)
28
(24,854)
93,336
-
373,596
(99,451)
177,357
29,106
(800)
(24,854)
93,336
274,145
21,943
(6,403)
2,750
-
(30)
1
(2,632)
9,675
-
34,338
(9,034)
15,540
2,750
(29)
(2,632)
9,675
25,304
4,667
(1,692)
178
-
(588)
3
-(3)
4,848
(2,283)
2,975
178
(588)
2,565
235,267
341,092
(7,632)
12,859
(466,033)
34.923
34.294
(2.956)
(4,170)
2,888,007
505,251
(15,996)
21,445
(4,170)
Disposals
Appropriation
- (82,272)
115,553
-
62,091
3.312,265
The increase in construction in progress is primarily due to expenses incurred on the expansion of shopping malls Ribeiro Shopping (R$238,827), Barra Shopping (R$46,731), Barra Shopping Sul (R$13,371),
and Village Mall (R$21,204).
78

Individual
Depreciation weighted
average rate (%)
Cost
Land
2.63
Net amount
Facilities
10.73
Net amount
10
Net amount
Others
Net amount
Repouchase of point
1020
January 1,
2012
(Restated)
Additions
586,008
1,742,629
(232,548)
22,715
6,254
-
1,510,081
December 31,
2012
(Restated)
Compound
interest
Appropriation
Depreciation
Transfers
(94,962)
(792)
67
(39,937)
432,511
-
513,761
2,180,602
(272,418)
6,254
(725)
(39,937)
432,511
1,908,184
189,132
(58,945)
6,535
-
(407)
60
(15,740)
56,722
-
251,982
(74,625)
130,187
6,535
(347)
(15,740)
56,722
177,357
15,578
(4,664)
842
-
(38)
-
(1,739)
5,561
-
21,943
(6,403)
10,914
842
(38)
(1,739)
5,561
15,540
3,953
(1,249)
1,003
-
(289)
4
(447)
4,667
(1,692)
2,704
1,003
(285)
(447)
2,975
408,902
17,177
601,889
20,463
(300,112)
(26)
19,382
-
(2,691)
(494,794)
-
235,267
34,923
2,655,973
659,699
(396,495)
19,382
(2,691)
2,888,007
79
Disposals
(57,863)

Consolidated
average rate (%)
December 31,
2012
Additions
Disposals
Compound
interest
Appropriation Depreciation
Transfers
December 31,
2013
(Restated)
Cost
Land
733,232
72,290
4,100
490
810,112
2,780,050
(279,482)
208,032
-
(4,629)
50
6,090
-
(68,290)
517,600
-
3,507,143
(347,722)
Net amount
2,500,568
208,032
(4,579)
6,090
(68,290)
517,600
3,159,421
380,246
(83,399)
60,869
-
(828)
28
(42,062)
158,867
-
599,154
(125,433)
Net amount
296,847
60,869
(800)
(42,062)
158,867
473,721
30,729
(6,906)
3,630
-
(30)
1
(3,790)
11,658
-
45,987
(10,695)
23,823
3,630
(29)
(3,790)
11,658
35,292
7,181
(3,604)
284
-
(36)
4
(678)
(683)
683
6,746
(3,595)
3,577
284
(32)
(678)
3,151
377,151
422,019
(7,632)
12,859
(688,615)
115,782
35,800
35,489
(2,956)
(4,248)
64,085
3,970,998
802,613
(16,028)
23,049
(4.248)
(114,820)
4,661,564
Facilities

2.47
10.91
10
Net amount
Others
Net amount
Construction in progress (*)
Recompras de ponto
(*)
1020
The additions in construction in progress relates, mainly, to expenses incurred in the following shoppings centers: (i) expenses incurred on expansions in Ribeiro Shopping (R$ 238,827), Barra Shopping
(R$46,731), Barra Shopping Sul (R$ 13,371) and Village Mall (R$ 21,204) and (ii) expenses incurred in the construction of the tower for rental Morumbi Corporate (R$ 4,567).
80

Consolidated
average rate (%)
January 1,
2012
Additions
Disposals
Compound
interest
Appropriation
Depreciation
Transfers
(Restated)
(Restated)
Cost
Land
2.47
Net amount
Facilities
10.91
Net amount
10
Net amount
Others
Net amount
Repourchase of point
20
December 31,
2012
722,901
1,896,602
(244,216)
52,701
42,357
-
(25,262)
(18,989)
882
808
-
(43,307)
(17,916)
860,080
7,162
733,232
2,780,050
(279,479)
1,652,386
42,357
(18,107)
(43,307)
867,242
2,500,571
224,345
(66,486)
15,397
-
(5,666)
1,237
(19,820)
146,170
1,671
380,246
(83,398)
157,859
15,397
(4,429)
(19,820)
147,841
296,848
17,699
(5,124)
1,881
-
(240)
46
(1,987)
11,388
159
30,728
(6,906)
12,575
1,881
(194)
(1,987)
11,547
23,822
5,726
(1,655)
1,849
-
(690)
34
(1,654)
292
(329)
7,177
(3,604)
4,071
1,849
(656)
(1,654)
(37)
3,573
382,985
979,170
(8,822)
32,496
- (1,008,677)
377,152
17.536
21.064
(60)
(2.740)
35,800
2,932,777
1,114,419
(57,530)
33,304
(2.740)
(66,768)
3,970,998
81

11

Individual
Annual depreciation
rates (%)
December
31, 2012
Additions
Disposals
Depreciation
December 31,
2013
1,209
4,598
(780)
210
-
(186)
1,209
4,808
(966)
3,818
210
(186)
3,842
2,767
(734)
793
-
(308)
3,560
(1,042)
2,033
793
(308)
2,518
5,390
(2,911)
588
-
(583)
5,978
(3,494)
2,479
588
(583)
2,484
2,221
(962)
51
-
(51)
7
(155)
2,221
(1,110)
1,259
51
(44)
(155)
1,111
10,798
1,642
(44)
(1,232)
11,164
Cost
Land
Net amount
Facilities
10
Net amount
10
Net amount
Others
1020
Net amount
Individual
Cost
Land
Annual depreciation
rates (%)
January 1,
2012
Additions
Disposals
Depreciation
Transfers
December
31, 2012
1,209
4,543
(596)
55
-
(184)
1,209
4,598
(780)
3,947
55
(184)
3,818
2,644
(470)
123
-
(264)
2,767
(734)
2,174
123
(264)
2,033
4,534
(2,322)
856
-
(589)
5,390
(2,911)
2,212
856
(589)
2,479
4,596
(1,275)
677
-
(3,052)
973
(660)
2,221
(962)
3,321
677
(2,079)
(660)
1,259
12,863
1,711
(2,079)
(1,697)
Net amount
Facilities
10
Net amount
Machinery, equipment, furniture
and fixtures
10
Net amount
Others
Net amount
Property, plant and equipment in
progress
1020
82
10,798

Consolidated
Annual depreciation
rates (%)
December 31,
2012
(Restated)
Additions
Disposals
Depreciation
December
31, 2013
3,328
10,972
(2,923)
210
-
(438)
3,328
11,182
(3,361)
8,049
210
(438)
7,821
4,024
(1,847)
793
-
(388)
4,817
(2,235)
2,177
793
(388)
2,582
7,077
(4,589)
588
-
(610)
7,665
(5,199)
2,488
588
(610)
2,466
2,825
(1,501)
51
-
(51)
7
(157)
2,825
(1,651)
1,324
51
(44)
(157)
1,174
17,366
1,642
(44)
(1,593)
17,371
Cost
Land
Net amount
Facilities
10
Net amount
Machinery, equipment, furniture and
fixtures
10
Net amount
Others
1020
Net amount
Consolidated
Annual
depreciation
rates (%)
Cost
Land
Net amount
Facilities
10
Net amount
Machinery, equipment, furniture
and fixtures
10
Net amount
Others
Net amount
Property, plant and equipment in
progress
1020
January 1,
2012
(Restated)
Additions
Disposals
Depreciation
Transfers
December
31, 2012
(Restated)
3,328
10,915
(2,487)
57
-
(436)
3,328
10,972
(2,923)
8,428
57
(436)
8,049
3,901
(1,459)
123
-
(388)
4,024
(1,847)
2,442
123
(388)
2,177
6,220
(3,974)
857
-
(615)
7,077
(4,589)
2,246
857
(615)
2,488
5,169
(1,801)
708
-
(3,052)
973
(673)
2,825
(1,501)
3,368
708
(2,079)
(673)
1,324
19,812
1,745
(2,079)
(2,112)
17,366
83

12
Intangible assets
Intangible assets comprise system licenses and goodwill recorded by the Company on the
acquisition of new interests during 2007 and 2008; a portion of these interests was subsequently
merged. The goodwill presented below has an indefinite useful life.
Individual
Annual rates of
amortization
Goodwill of merged companies (a)

Bozano
Realejo
Multishopping
December
31, 2012
Additions
Amortization
118,610
51,966
84,095
254,671
Goodwill on acquisition of equity interests (b)

Brazilian Realty LLC.
Indstrias Luna S.A.
JPL Empreendimentos Ltda.
Soluo Imobiliria Ltda.
48,759
20
118,610
51,966
84,095
254,671
33,202
4
12,583
2,970
System licenses
Software license (c)
Accumulated amortization
December
31, 2013
33,202
4
12,583
2,970
48,759
48,025
(12,462)
10,122
-
(6,861)
58,147
(19,323)
35,563
10,122
(6,861)
38,824
338,993
10,122
(6,861)
342,254
Individual
Annual rates of
amortization
January 1,
2012

Bozano
Realejo
Multishopping

Indstrias Luna S.A.
System licenses
20
84
Additions
Amortization
December
31, 2012
118,610
118,610
51,966
84,095
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
19,767
(6,905)
28,258
(860)
(4,697)
48,025
(12,462)
12,862
27,398
(4,697)
35,563
316,292
27,398
(4,697)
338,993

Consolidated
Annual rates of
amortization
December
31, 2012
(Restated)

Bozano
Realejo
Multishopping

Indstrias Luna S.A.
System licenses
20
Annual rates of
amortization
January
1, 2012
Additions
Amortization
118,610
51,966
84,095
118,610
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
48,557
(12,489)
10,155
-
(6,933)
58,712
(19,422)
36,068
10,155
(6,933)
39,290
339,498
10,155
(6,933)
342,720
Additions
Disposals
Amortization
(Restated)
Bozano
Realejo
Multishopping
Goodwill on acquisition of equity interests

(b)
Indstrias Luna S.A.
System licenses
20
December
31, 2013
December
31, 2012
(Restated)
118,610
51,966
84,095
118,610
51,966
84,095
254,671
254,671
33,202
4
12,583
2,970
33,202
4
12,583
2,970
48,759
48,759
19,767
(6,905)
28,790
(887)
(4,697)
48,557
(12,489)
12,862
27,903
(4,697)
36,068
316,292
27,919
(4,731)
339,498
(a)
(ii) On June 22, 2006, the Company acquired 100% of the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF Emerging Market
Real Estate Fund L.P. for R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues Mendes for
R$16,587, and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of Multishopping as at
that date. (ii) On June 22, 2006, the Company acquired 100% of the shares of Multishopping Empreendimento Imobilirio S.A. held by GSEMREF
Emerging Market Real Estate Fund L.P. for R$247,514 as well as the shares held by shareholders Joaquim Olmpio Sodr and Manoel Joaquim Rodrigues
Mendes for R$16,587, and goodwill was recorded in the amounts of R$158,931 and R$10,478, respectively, in relation to the carrying amount of
Multishopping as at that date. In addition, on July 8, 2006, the Company acquired the shares of Multishopping Empreendimento Imobilirio S.A. held by
shareholders Ana Paula Peres and Daniela Peres for R$900, resulting in a goodwill of R$448. Such goodwill was based on the expected future earnings
from these investments and were amortized until December 31st, 2008.
(b)
As a result of acquisitions made in 2007, the Company recorded goodwill based on expected future earnings in the total amount of R$65,874, which were
amortized through December 31, 2008, based on the term, extent and proportion of results projected in the report prepared by independent appraisers, which
does not exceed ten years.
(c)
In order to strengthen its internal control system while sustaining a solid growth strategy, the Company started implementing SAP R/3 System. To enable
implementation, the Company entered into a service agreement in the amount of R$3,300 with IBM Brasil - Indstria, Mquinas e Servios Ltda, on June
30, 2008. Additionally, the Company entered into two software license and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008,
whereby SAP granted the Company a non-exclusive software license for an indefinite term. The license purchase price was R$1,795.
The main increase in this account due to the consulting services agreement dated November 25, 2011 and amendment for consulting services hired to
implement the SAP functionalities. Until December 31, 2013, the amount of R$ 25,610 had already been paid and accounted for as intangible asset.
85

The goodwill based on future earnings do not have a calculable useful life, and hence are not
amortized. The Company tests these assets' recoverable value annually by mean of an
impairment test.
The other intangible assets with defined useful life are amortized by the straight-line method
based on the table above.
The impairment test for goodwill validation was done considering the projected cash flow of the
malls that have goodwill upon its formation. The assumptions used in the preparation of this
cash flow are described in note 10. In case of changes in the key assumptions used in
determining the recoverable amount of the cash generating unit goodwill with indefinite useful
lives allocated to cash-generating units added to the carrying amounts of investment properties
(cash generating units) would be substantially smaller than the value fair value of investment
properties, ie, there is no evidence of impairment losses on cash-generating units, since the last
assessment made upon presentation of the annual financial statements for the year ended
December 31, 2013.
86

13
Loans and financing
Current
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Banco Ita Unibanco MTE(n)
Banco IBM (d)
Banco IBM (e)
BNDES PKS Expanso (f)
Santander BHS Expanso V (g)
Companhia Real de Distribuio (k)
Banco do Brasil (l)
Banco do Brasil (n)
Banco Ita Unibanco VLG (h)
Banco Bradesco (o)
BNDES JDS sub-crdito A (i)
BNDES JDS sub-crdito B (i)
BNDES JDS sub-crdito C (i)
BNDES CGS sub-crdito A (j)
BNDES CGS sub-crdito B (j)
BNDES CGS sub-crdito C (j)
BNDES CGS sub-crdito D (j)
Banco Santander Multiplan Greenfield IV (p)
Banco Santander Multiplan Greenfield II (p)
Custos de captao Santander BHS EXP
Custos de captao Ita Unibanco PSC
Custos de captao Banco Ita Unibanco
Custos de captao Banco do Brasil
Custos de captao BNDES JDS
Custos de captao BNDES CGS
Custos de captao Banco do Brasil
Custos de captao Bradesco MTE
Custos de captao Ita Unibanco VLG
Loan Costs Santander Multiplan Greenfield IV
Loan Costs Multiplan Greenfield II
Index
Average annual
interest rate
December 31,
2013
December 31, 2013
Individual
Consolidated
Individual
Consolidated
(Restated)
TR
TR
TR
% of CDI
CDI +
CDI +
TJLP
TR
% of CDI
% of CDI
TR
CDI +
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
TR
TR
-
7.87%
10%
9.35%
109.75%
0.79%
1.48%
3.53%
4.5%
8.70%
110%
110%
9.35%
1.00%
3.38%
1.48%
3.32%
2.32%+7.27%
1.42%
8.70%
8.70%
-
21,906
2,407
9,983
3,931
1,864
5,359
102
12,857
53
38,463
843
25,532
1,976
(129)
(235)
(469)
(986)
(188)
(804)
(1,060)
-
21,906
2,407
9,983
3,931
1,864
5,359
102
12,857
53
38,463
843
25,532
1,976
23,598
1,064
246
15,566
5,045
200
379
17,447
16,974
(129)
(235)
(469)
(986)
(53)
(40)
(188)
(804)
(1,060)
(464)
(452)
21,001
2,384
17,251
3,070
298
2,445
9,187
175
12,321
53
5,148
596
19,772
1,189
(140)
(282)
(469)
(469)
(188)
(804)
(876)
-
21,001
2,384
17,251
3,070
298
2,445
9,187
175
12,321
53
5,148
596
19,772
1,189
11,799
532
123
2,630
33
64
(140)
(282)
(469)
(469)
(28)
(8)
(188)
(804)
(876)
-
19,960
2,355
9,721
1,075
2,095
9,253
175
11,729
26
(147)
(257)
(40)
(27)
(266)
-
19,960
2,355
9,721
1,075
2,095
9,253
175
11,729
26
(147)
(257)
(40)
(27)
(266)
-
121,405
200,915
91,662
106,807
55,652
55,652
87
December 31, 2012
January 1, 2012
Individual
Consolidated
(Restated)

Noncurrent
Santander BSS (a)
Banco Ita Unibanco SAF (b)
Banco Ita Unibanco PSC (c)
Banco Ita Unibanco MTE (m)
Banco IBM (d)
Banco IBM (e)
Santander BHS Expanso V (g)
Banco Ita Unibanco VLG (h)
Banco Bradesco (o)
BNDES JDS sub-crdito A (i)
BNDES JDS sub-crdito B (i)
BNDES JDS sub-crdito C (i)
BNDES CGS sub-crdito A (j)
BNDES CGS sub crdito B (j)
BNDES CGS sub-crdito C (j)
BNDES CGS sub-crdito D (j)
Companhia Real de Distribuio (k)
Banco do Brasil (l)
Banco do Brasil (n)
Banco Santander Multiplan Greenfield IV (p)
Banco Santander Multiplan Greenfield II (p)
Custos captao Santander BHS EXP
Custos de captao Ita Unibanco PSC
Custos de captao BNDES JDS
Custos de captao BNDES CGS
Custos captao Ita Unibanco VLG
Custos captao Banco do Brasil
Loan costs Banco do Brasil
Loan costs Banco Bradesco MTE
Loan costs Ita Unibanco MTE
Loan Costs Santander Multiplan Greenfield IV
Loan Costs Multiplan Greenfield II
Index
Average annual
interest rate
December 31,
2013
December 31, 2013
Individual
Consolidated
Individual
Consolidated
(Restated)
TR
TR
TR
% of CDI
CDI +
CDI +
TJLP
TR
TR
CDI +
TJLP
TJLP
TJLP
TJLP
IPCA
TJLP
TJLP
% of CDI
% of CDI
TR
TR
-
7.87%
10%
9.35%
109.75%
0.79%
1.48%
3.53%
4.5%
8.70%
9.35%
1.00%
3.38%
1.48%
3.32%
2.32% + 7.27%
1.42%
110%
110%
8.70%
8.70%
-
32,859
2,218
106,481
100,000
61,071
278,726
300,000
562
143,182
50,000
(343)
(1,229)
(7,459)
(4,024)
(691)
(5,587)
(1,446)
-
32,859
2,218
106,481
100,000
61,071
278,726
300,000
82,594
3,723
862
59,666
20,177
768
1,454
562
143,182
50,000
184,664
179,640
(343)
(1,229)
(160)
(153)
(7,459)
(4,024)
(691)
(5,587)
(1,446)
(4,914)
(4,781)
52,503
4,570
115,008
100,000
1,834
5,359
102
70,844
302,229
300,000
615
175,000
50,000
(472)
(911)
(7,135)
(5,010)
(879)
(4,758)
(1,915)
-
52,503
4,570
115,008
100,000
1,834
5,359
102
70,844
302,229
300,000
106,188
4,786
1,109
76,240
22,176
969
1,851
615
175,000
50,000
(472)
(911)
(213)
(193)
(7,135)
(5,010)
(879)
(4,758)
(1,915)
-
69,857
6,870
127,760
358
3,868
14,496
278
79,169
83,227
68,377
1,516
30,852
19,471
696
(612)
(1,164)
(192)
(172)
(2,792)
-
69,857
6,870
127,760
358
3,868
14,496
278
79,169
83,227
68,377
1,516
30,852
19,471
696
(612)
(1,164)
(192)
(172)
(2,792)
-
1,054,320
1,577,860
1,156,984
1,369,897
501,863
501,863
1,175,725
1,778,775
1,248,646
1,476,704
557,515
557,515
88
December 31, 2012
January 1, 2012
Individual
Consolidated
(Restated)

(a)
On September 30, 2008, the Company entered into a financing agreement with Banco ABN AMRO Real S. A., later merged into Banco Santander, to build
a shopping mall in Porto Alegre in the amount of R$122,000. This financing bears interest of 10% p.a., plus the Referential Rate (TR), and is repaid in 84
monthly installments beginning July 10, 2009. This agreement provides for the annual renegotiation of the interest rate so that it remains between 95% and
105% of CDI. Therefore, the interest rate will be changed whenever: (i) pricing (interest rate plus TR) remains below 105% of the average CDI for the last
12 months; orr (ii) pricing (interest rate plus TR) remains above 105% of the average CDI for the last 12 months. For this reason, the charges on the
financing for 2013/2014 were adjusted from 9.04% to 7.87% p.a. plus TR. All financing amount was released through December 31, 2013. As a collateral
for the loan, the Company provided a mortgage on the financed property, including all accessions and improvements to be made, and assigned the
receivables from lease contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 150% of the
amount of one monthly installment until the debt is fully settled. On August 7, 2013, the 1st amendment to the financing agreement was signed, changing the
financial covenant of total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4 times.
Financial Covenants of the contract:
Total Debt/ Equity less than or equal to 1.
Bank debt/ EBTIDA less than or equal to 4x.
Ebtida used to calculate financial covenants follow the definition set forth in the loan agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among others:
(i)
that the company will not assignment or transfer to third parties of rights and obligations or commitment to sell the financed property;
(ii)
that the company will not discontinue its discontinuity of activities or transfer of shareholding control to third parties, either directly or indirectly.
(b)
On May 28, 2008, the Company and co-owner Shopping Anlia Franco entered into a credit facility agreement with Banco Ita Unibanco S.A. to renovate
and expand Shopping Analia Franco in the total amount of R$45,000, of which 30% is the Companys responsibility. This financing bears interest of 10%
p.a. plus the Referential Rate (TR), and is repaid in 71 monthly installments beginning January 15, 2010. All financing amount was released through
December 31, 2013. As a collateral for the loan, the Company assigned Shopping Center Jardim Anlia Franco to Banco Ita Unibanco, which was assessed
at the amount of R$676,834, until all contractual obligations are met.
(i)
that the company will fully invest the credit in the construction of the project;
(ii)
that the company does not meet its obligations or are not performed at the relevant dates.
(c)
On August 10, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Park Shopping So Caetano,
amounting to R$140,000. This credit note bears interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 99 consecutive, monthly
installments, the first maturing on June 15, 2012. All financing amount was released through December 31, 2013. As collateral for the loan, the Company
assigned the receivables from lease agreements and store rights in the financed developments, which should correspond, at least, to a minimal movement
equivalent to 120% of one monthly installment, since the inauguration of Park Shopping So Caetano, until the debt is fully settled.
(i)
(ii)
That the company gives another objective other than that set forth in the Note.
On September 30, 2013, the 1st amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate
(TR) + 9.75% per year to TR + 9.35% per year, and (ii) the final repayment deadline from August 15, 2020 to August 15, 2025.
(d)
As mentioned in Note 12.c. the Company entered into a service agreement on June 29, 2008 with IBM Brasil - Indstria, Mquinas e Servios Ltda. and two
software license and maintenance agreements with SAP Brasil Ltda., both dated June 24, 2008. Pursuant to the 1st Addendum to the agreements, signed in
July 2008, the amount related to these agreements was subject to lease by the Company to Banco IBM S.A. Under the lease, the Company assigned to Banco
IBM S.A. the obligation to make the payment for the services under conditions similar to those set forth in the agreements. The Company, in turn, will
reimburse to Banco IBM the amounts incurred with the implementation in 48 monthly, successive installments of approximately 2.1% of the total cost each,
plus the daily fluctuation of the accumulated DI-Over rate, plus 0.79% p.a., the first installment maturing in March 2009. The total amount used was
R$5,095. No guarantee was granted. This debt was fully settled on February 06, 2013.
(e)
On January 29, 2010, the Company entered into a new credit facility agreement with Banco IBM S.A. in the amount of R$15,000 to purchase IT equipment
and/or software and IT-related products and/or services. This loan bears interest based on the CDI rate plus 1.48% p.a. and will be paid in eight semiannual
installments starting from the release date of each the tranche. The total amount already released was R$7,095. No guarantee was granted.
(f)
On December 21, 2009 the Company entered into Loan Agreement 09.2.1096.1 with the National Bank for Economic and Social Development (BNDES) to
finance the expansion of the ParkShopping Brasilia. Such loan was divided as follows: R$36,624 for tranche A and R$1,755 for tranche B. Long-term
interest rate 2.53% (TJLP), plus 1.00% p.a. will be levied on tranche A, whilst a fixed interest of 4.5% p.a. will be levied on tranche B, which will be
used to purchase machinery and equipment. Both tranches are being repaid since August 2010 in 48 consecutive, monthly installments. All financing amount
was released through December 31, 2013. This instrument was constituted with the pledge of Jos Isaac Peres and Maria Helena Kaminitz Peres.
Total debt/Total assets less than or equal to 0.50
EBITDA margin greater than or equal to 20%
(i)
that the company does not meet the provisions applicable to BNDES agreements and are not complied with until the final settlement of the contractual debt;
(ii)
The Company is not allowed to dispose the financed investment property without a waiver from BNDES.
89

(g)
On November 19, 2009, the Company entered into with Banco ABN AMRO Real S.A., later merged into Banco Santander, a loan agreement to finance the
renovation and expansion of BH Shopping, in the amount of R$102,400. Such financing bears interest of 10% p.a. plus the Referential Rate (TR), and will
be repaid in 105 monthly, consecutive installments beginning December 15, 2010. The amount of R$97,280 was released until December 31, 2013. The
loan is collateralized by the chattel mortgage of 35.31% of the financed property, which results in an amount of R$153,599 (contract execution date) for the
collateralized portion, and assigned the receivables from lease contracts and the rights on the financed property, which correspond, at least, to a minimum
volume equivalent to 120% of one monthly installment until the debt is fully settled. On August 28, 2013, the 1st amendment to the financing agreement was
signed, changing: (i) the financial covenant of total bank debt / EBITDA less than or equal to 4 times to "net bank debt" / EBITDA less than or equal to 4
times, (ii) the rate of operation of TR + 10% p.y. to TR + 8.70% p.y.
Total Debt/ Equity less than or equal to 1.
Bank debt/ EBTIDA less than or equal to 4x.
(i)
that the company will not assign or transfer to third parties of rights and obligations or commitment to sell the financed property;
(ii)
that the company will not discontinue its discontinuity of activities or transfer of shareholding control to third parties, either directly or indirectly.
(h)
On November 30, 2010, the Company entered into a bank credit note with Banco Ita Unibanco S.A. for the construction of Shopping Village Mall,
amounting to R$270,000. Such financing bears interest based on the Referential Rate (TR) plus 9.75% p.a. and it will be repaid in 114 consecutive, monthly
installments, the first maturing on March 15, 2013. All financing amount was released through December 31, 2013, including the additional amount of
R$50,000, signed on July 4, 2012. The credit note is collateralized by mortgage on the land and all accessions, constructions, facilities and improvements
therein, which were assessed at the amount of R$370,000 as at that date. Additionally, the Company assigned the receivables from lease agreements and
rights on the stores in the financed development, which correspond, at least, to a minimal movement equivalent to 100% of the amount of one monthly
installment, beginning January, 2015, until the debt is fully settled. On July 4th, 2012, the Company signed an amendment to the bank credit note for the
construction of Shopping Village Mall, changing the following: (i) the total amount contracted from R$270,000 to R$320,000, (ii) the covenant of net debt
to EBITDA from 3,0x to 3,25x, and, (iii) the starting date for checking the restricted account from January 30, 2015 to January 30, 2017.
All other terms of the original contract remain unchanged.
Net debt/ EBTIDA less than or equal to 3.25x.
EBITDA/ net financial expenses greater than or equal to 2x.
(i)
(ii)
That the company gives another objective other than that set forth in the Note.
On September 30, 2013, the 2nd amendment to the financing agreement was signed, changing: (i) the contracts adjustment rate from Referential Rate
(TR) + 9.75% per year to TR + 9.35% per year;and (ii) the final repayment deadline from August 15, 2020 to August 15, 2025, and (iii) the net debt
covenant from 3.25 times the EBITDA to 4.0 times the EBITDA.
(i)
On June 6, 2011, the Company entered into loan agreement 11.2.0365.1 with the Brazilian Development Bank (BNDES) to finance the construction of
Jundia Shopping. The loan was divided as follows: R$117,596 for tranche A, R$5,304 for tranche B and R$1,229 for tranche C. Tranche A will
bear long-term interest 2.38% (TJLP) plus 1.00% p.a., tranche B, which will be used to purchase machinery and equipment, will bear TJLP plus 1.48%
p.a. and tranche C, which will be used to invest in social projects in the City of Jundia, will bear TJLP without spread. All tranches will be repaid in 60
consecutive, monthly installments, the first maturing on July 15, 2013. All financing amount was released through December 31, 2013. No guarantee was
granted.
As mentioned in Note 1.1., the decrease in the parent refers to the transfer of the loan to the investee Jundia Shopping Center Ltda.
(i)
(ii)
the Company is not allowed to dispose the financed investment property without a waiver from BNDES.
(j)
On October 4, 2011, the Company entered into financing agreement 11.2.0725.1 with the National Bank for Economic and Social Development - BNDES to
finance the construction of ParkShopping Campo Grande. Such loan was divided as follows R$77,567 for tranche A, R$19,392 for tranche B, R$1,000
for tranche C and R$1,891 for tranche D. Tranche A bears interest of 2.32% p.a. above the Long-Term Interest Rate (TJLP) plus interest of 1% p.a.
Tranche B bears interest of 2,32% p.a. above the referential rate informed by BNDES based on the rate of return of NTN-B. Tranche C, which will be
used to invest in social projects in the municipality of Rio de Janeiro, bears TJLP. Tranche D, which will be used to purchase machinery and equipment,
bears interest of 1,42% p.a. above the TJLP. Tranches "A", "C" and "D" will be repaid in 60 monthly, consecutive installments, the first maturing on
November 15, 2013, and tranche "B" will be repaid in 5 annual, consecutive installments, the first maturing on October 15, 2014. All financing amount was
released through December 31, 2013. No guarantee was granted.
90

As mentioned in Note 1.1, the decrease in the parent refers to the transfer of the loan to the investee Parkshopping Campo Grande Ltda.
(i)
(ii)
the Company is not allowed to dispose the financed investment property without a waiver from BNDES.
(k)
The balance payable to Companhia Real de Distribuio arises from the intercompany loan with merged subsidiary Multishopping to finance the
construction of BarraShopping Sul, to be settled in 516 monthly installments of R$4, as from the hypermarket inauguration date in November 1998, with no
interest or inflation adjustment.
(l)
On January 19, 2012, the Company entered into a bank credit note with Banco do Brasil in the total amount of R$175,000, in order to strengthen its cash
position. No guarantee was granted. Interest will be paid semiannually and principal as follows:
Initial date
Final date
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/19/2012
01/13/2014
07/13/2014
01/13/2015
07/13/2015
01/13/2016
07/13/2016
01/13/2017
07/13/2017
01/13/2018
07/13/2018
01/13/2019
Amount
Interest rate
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
15,909
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI
110.0% of CDI

Net debt/ EBTIDA less than or equal to 3.25x.
(i)
that the company is not subject to a lawsuit or tax proceeding that can jeopardize the performance of obligations hereunder;
(ii)
that the Company does not transfer control without the waiver of the creditor, except for legal succession.
(m)
On August 6, 2012, the Company contracted eight credits notes (CCB), with Banco Ita BBA, in total amount of R$100,000 in order to consolidate its cash
position. No guarantee was granted for such instruments. The interests will be paid semiannually and principal in 1 installment to be paid on August 8, 2016.
Initial date
Final date
Amount
Interest rate
08/06/2012
08/08/2016
100,000
109.75% of CDI

Net debt/ EBTIDA less than or equal to 4.0 x
EBITDA/ interest expense net>= 2x
(i)
that the company has not filed suit for legal protection against creditors;
(ii)
that the company does not fail to perform, at the relevant date and manner, any non-pecuniary obligation to the lender by virtue of this note or any other
agreement entered into by borrower and lender and/or any other affiliate /subsidiary and/or controlling shareholder, either directly or indirectly, by lender,
provided that it is not solved within a maximum period of 15 business days, counted from the notice sent by lender to borrower in this regard.
(n)
On October 31, 2012, the Company contracted a bank credits note (CCB), with Banco do Brasil S/A, in total amount of R$50,000 in order to consolidate its
cash position. No guarantee was granted. Interest will be paid quarterly and principal in 1 installment to be paid on October 30, 2017.
Initial date
Final date
Amount
Interest rate
10/31/2012
10/30/2017
R$ 50,000
110.0% of CDI
91


Net debt/ EBTIDA less than or equal to 4.0 x.
(i)
that the company is not subject to a lawsuit or tax proceeding that can jeopardize the performance of obligations hereunder;
(ii)
that the Company does not transfer control without the waiver of the creditor, except for legal succession.
(o)
On December 11, 2012, the Company entered into a bank credit note with Banco Bradesco S/A in the total amount of R$300,000, in order to strengthen its
cash position. No guarantee was granted. Interest will be paid semiannually and principal in three annual installments as follows.
Initial date
Final date
Amount
Interest rate
12/11/2012
12/11/2012
12/11/2012
11/16/2017
11/12/2018
11/05/2019
R$ 100,000
R$100,000
R$100,000
CDI + 1.0% p.a.

CDI + 1.0% p.a.
CDI + 1.0% p.a.
(i)
that the company does not transfer control without the waiver of the creditor, except for legal succession;
(ii)
that the company does not fail to perform, at the relevant date and manner, any non-pecuniary obligation to the lender by virtue of this note, provided that it
is not solved within a period of thirty business days counted from the notice sent by lender to borrower in this regard.
There are no financial covenants herein.
(p)
On August 07, 2013, the subsidiaries Multiplan Greenfield II Empreendimento Imobilirio Ltda and Multiplan Greenfield IV Empreendimento Imobilirio
Ltda signed with Banco Santander S.A. a loan agreement to finance the construction of the project Morumbi Corporate, located in So Paulo. The total
contracted amount was R$ 400,000, and each company was responsible for its interest in the project, as follows: 49.3104% to Multiplan Greenfiled II and
50.6896% to Multiplan Greenfiled IV. This financing bears interest of 8.70% p.a., plus the Referential Rate (TR), and is repaid in 141 monthly installments
beginning November 15, 2013. As of December 31, 2013, the financing had been fully released. As a collateral for the loan, the subsidiaries collateralized
the fraction of 0.4604509 of financed property. Such fraction is represented by a number of independent units, and assigned the receivables from lease
contracts and the rights on the financed property, which shall correspond, at least, to a minimum volume equivalent to 120% of the amount of one monthly
installment until the debt is fully settled. In addition to these guarantees, the Individual Multiplan Empreendimentos Imobilirios was the guarantor of the
subsidiaries.
There are no financial covenants herein
(i)
that the Company does not comply with any non-monetary obligation with the Bank since not remedied within 30 days of notification of the violation;
(ii)
that the Company does not sign false information or declarations in the agreement.
As at December 31, 2013, the Company satisfied all covenants of loan and financing agreements in effect:
92

Noncurrent borrowings and financing mature as follows:

December 31, 2013
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
Loans and financing

2013
2014
2015
2016
2017
2018 onwards
104,340
191,169
230,216
549,374
184,860
271,689
310,736
841,363
123,621
116,127
203,596
243,459
478,275
169,320
161,827
249,296
289,158
508,797
81,939
90,656
83,342
69,490
61,806
119,559
81,939
90,656
83,342
69,490
61,806
119,559
Subtotal Loan and

financing
1,075,099
1,608,648
1,165,078
1,378,398
506,792
506,792
(3,771)
(4,719)
(3,762)
(8,527)
(4,777)
(5,722)
(4,761)
(15,528)
(1,578)
(1,444)
(1,969)
(1,337)
(1,766)
(1,671)
(1,534)
(2,056)
(1,420)
(1,820)
(888)
(858)
(782)
(693)
(583)
(1,125)
(888)
(858)
(782)
(693)
(583)
(1,125)
Subtotal Funding costs
(20,779)
(30,788)
(8,094)
(8,501)
(4,929)
(4,929)
Total borrowings and

financing
1,054,320
1,577,860
1,156,984
1,369,897
501,863
501,863
Trade payables
December 31, 2013
Suppliers
Contractual retentions
Indemnities to pay
Labor obligations
15
January 1, 2011
Individual
Funding costs
2013
2014
2015
2016
2017
2018 onwards
14
December 31, 2012
December 31, 2012
January 1, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
30,661
18,211
3,233
27,482
53,700
32,985
3,242
27,603
55,049
23,498
7,413
25,069
106,968
42,808
7,422
25,147
41,933
19,521
1,737
25,021
60,368
21,660
1,740
25,090
79,587
117,530
111,029
182,345
88,212
108,858
Debentures
2nd issue of debentures for primary public distribution
On September 5, 2011, the Company completed the 2nd issue of debentures for primary public
distribution, in the amount of R$300,000. 30,000 simple, nonconvertible, book-entry, registered
and unsecured debentures were issued in a single series for public distribution with restricted
efforts, on a firm guarantee basis, with par value of R$10. The transaction will be repaid in two
equal installments at the end of the fourth and fifth year with bear semi-annual interest. The
final issuance price was set on September 30, 2011 through a book building procedure with
remuneration set at 100% of the accumulated fluctuation of average daily DI rates increased on
a compounded basis by a spread or surcharge of 1.01% p.a. The total debentures transaction cost
was R$ 1,851.
93

As of December 31, 2013, the following interest installments had been paid: (i) R$ 13,083 as at
September 5, 2013; (i) R$ 11,500 on March 5, 2013; (ii) R$14,499 on September 5, 2012; and
(iii) R$17,505 on March 5, 2012.
The Financial Covenants of these bonds are: (i) net debt/ EBITDA less than or equal to 3,25; (ii)
EBITDA/ net interest expense greater than or equal to 2.
On December 31, 2013, the Company presents the financial ratios within the limits preestablished in the indenture.
Ebtida used to calculate financial covenants follow the definition set forth in the loan
agreements.
This agreement includes non-financial covenants for accelerated maturity that includes among
others:
a.
that the Company does not reduce its social capital during the term of the debentures, except IF
previously approved by holders of debentures representing at least two-thirds of the debentures
on the market, according to Article 174, third paragraph of the Brazilian corporate law;
b.
that there is no default, by the Issuer, within the period and as set forth in the Indenture, of any
non-pecuniary relating to the Debentures, not resolved within a period of twenty consecutive
days;
c.
that the Company does not enforce the redemption or amortization of shares, distribution of
dividends, payment of interest on capital or making payments to shareholders, if the Issuer is in
default under any of its pecuniary obligations, , determined in the Indenture, except, however,
for the payment of the mandatory minimum dividend set forth in the Brazilian Corporate Law;
d.
Among others.
There is no expected renegotiation of debentures and to this date the Company did not begin any
negotiation with the purpose of renegotiating the conditions set forth in the Indenture of the 2nd
Issue of Debentures by the Company, executed in September 2011. Any change or
renegotiation of terms or conditions in the aforementioned Indenture should be approved by
debenture holders, subject to the rules and quorum set forth therein.
94

16

December 31, 2013
Current
PSS - Seguridade Social (a)
Land So Caetano (b)
Land Jundia (c)
Land Ribeiro (d)
Land So Caetano Quadra H (e)
Others
Non-current
PSS - Seguridade Social (a)
Land So Caetano (b)
Land Jundia (c)
Land Ribeiro (d)
Land So Caetano Quadra H (e)
Total
December 31, 2012
January 1, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
23,953
269
23,953
10,725
269
17,284
22,355
269
17,284
22,355
3,917
6,268
269
17,284
10,869
7,171
269
17,284
10,869
7,171
5,843
269
24,222
34,947
39,908
50,093
35,593
41,436
14,447
-
14,447
20,683
35,836
35,836
14,661
-
15,843
53,205
3,586
-
15,843
53,205
3,586
19,580
-
14,447
35,130
35,836
50,497
72,634
92,214
38,699
70,077
75,744
100,590
108,227
133,650
(a)
In November 2007, the Company acquired from PSS - Social Security 10.1% of equity interest in Morumbi Shopping, for an amount of R$120,000.
R$48,000 was paid on the deed signature date, and the remaining amount will be settle in 72 monthly installments, equal and successive, plus interest of 7%
p.y. the price table, and adjusted based on IPCA fluctuation. This agreement was terminated on November 21, 2013.
(b)
Through a purchase and sale agreement dated July 9, 2008, the Company acquired a plot of land in the city of So Caetano do Sul. The acquisition price was
R$81,000, of which R$10,000 was paid when the contract was signed. On September 8, 2009, through a partial renegotiation purchase and sale private
instrument and other covenants, the parties recognized the outstanding balance of R$71,495, partially adjustable, to be settled as follows: (i) R$4,000 on
September 11, 2009; (ii) R$4,000 on December 10, 2009; (iii) R$247 on October 10, 2012 adjusted based on the IGP-M fluctuation plus interest of 3% per
year as from the instrument signature date; (iv) R$31,748 in 64 monthly installments, adjusted in accordance based on the IGP-M fluctuation plus interest of
3%, in the amount of R$540, the first installment maturing on January 10, 2010; and (v) R$31,500, subject to adjustment (if the amount is paid in cash), to
be settled according to the Companys choice, through transferring of the built area (6,600 m) or in 36 monthly end successive installments monetarily
restated by the IGP-M plus 3% interest per year being the first installment due on October 9, 2012, as set forth in the instrument.
On May 22, 2012, the Company opted to pay the amount relating to item (v) above in cash.
(c)
Through a deed dated December 16, 2009, the Company acquired through a plot of land located in the city of Jundia. The amount of acquisiton was
R$46,533, of which R$700 was paid in 2008, R$20,000 on the deed signature date and the remaining amount of R$25,833 will be settled as follows:
R$1,665 on February 11, 2010, R$1,665 in April 2010, R$1,670 in June 2010, and 42 monthly installments of R$496, the first maturing on January 11, 2010
and the other installments on the same day in the following months. Payments are monetarily restated by IPCA fluctuation, plus interest of 7.2% p.a., as from
the deed signature date. This agreement was terminated on June 11, 2013.
(d)
Through a purchase and sale deed with additional mortgage clause, dated April 12, 2011, the Company acquired through DanVille SP Participaes LTDA a
plot of land located in Ribeiro Preto. The acquisition price was R$33,000, of which R$4,500 was paid on the signature date. The remaining balance of
R$28,500 are being settled in 60 monthly installments of R$475, the first maturing on May 11, 2011, and the remaining installments on the same day in the
following months. Payments are monetarily restated by IGP-M fluctuation plus interest of 6% p.y., as from the contract signature date. This agreement was
settled early on September 11, 2013.
(e)
Through a purchase and sale agreement dated June 7, 2013, the Company acquired a plot next to ParkShopping So Caetano, located in the city of So
Caetano do Sul. The acquisition price was R$46,913, of which R$11,728 was paid on the signature date. The remaining balance of R$35,185 will be settled
as follow: (i) 48 monthly installments of R$367, the first maturing on July 7, 2013 and (ii) 36 monthly installments of R$489, the first maturing on July 7,
2013. Payments are monetarily restated by IGP-M fluctuation plus interest of 2% p.y..
By means of the Private Instrument for Purchase and Sale dated August 15, 2013, Multiplan
Greenfield VII Empreendimento Imobilirio Ltda. Promised to acquire, from Unipark
Empreendimentos e Participaes Ltda., 84.5% of a piece of land measuring 93,603.611 m,
located in the municipality of Canoas, state of Rio Grande do Sul, for R$ 51,000. That amount
will be settled as follows: (i) R$ 33,000 by assuming the obligation to build a shopping mall in
that location (which will include the 15.5% fraction retained by the land seller) and (ii) R$
18,000 in cash. The cash portion, in turn, will be settled as follows: (i) R$ 2,000 as a down
payment, which was paid upon the promising agreement; (ii) R$ 16,000 in 36 successive
95

monthly installments, the first of which in the amount of R$ 446 and the others in the amount of
R$ 444.4, the first maturing 30 days after the approval of the shopping mall architectural design
and subsequent obtaining of the construction permit, and the other installments on the same day
in subsequent months. Those amounts will be corrected in accordance with the positive
variation of the General Market Price Index of the Getulio Vargas Foundation (IGP-M/FGV),
by adopting as base date the date when the Instrument was signed. The instrument is
subordinated to suspensive conditions.
The noncurrent portion for payables for acquisition of properties matures as follow:
December 31, 2013
2013
2014
2015
2016
2017
17
December 31, 2012
January 1, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
14,447
-
25,171
8,043
1,916
22,354
13,482
-
28,637
19,765
2,095
-
39,876
20,447
12,311
-
45,750
26,322
18,184
1,958
-
14,447
35,130
35,836
50,497
72,634
92,214

December 31, 2013
Withholding INSS
Withholding ISS
Taxes on revenue (PIS
and COFINS)
Service tax payable
Income and social
contribution taxes
payable
Others
December 31, 2012
January 1, 2012
Individual
Consolidated
Individual
Consolidated
(Restated)
Individual
Consolidated
(Restated)
453
-
770
-
1,523
182
2,936
694
1,832
563
2,427
580
11,251
149
12,465
1,711
11,811
908
13,115
1,837
7,395
636
8,429
1,369
1,176
1,783
5,030
6,231
18
176
103
151
14,812
26,207
14,442
18,758
10,529
12,956
96

18
18.1
Provision for risks and escrow deposits

Provision for risks
Individual
December
December
31, 2012 Additions Disposals
31, 2013
Provision for risks

Taxes on revenues (PIS and COFINS) (a)
Civil (c)
Labor (d)
Provision for PIS and Cofins (b)
Tax
12,199
8,955
2,069
1,064
90
1,139
789
5
(1,505)
(650)
(1,064)
(90)
12,199
8,589
2,208
5
24,377
1,933
(3,309)
23,001
Individual
Provision for risks

Civil (c)
Labor (d)
Provision for Tax on financial transactions (IOF)
Tax
January
1, 2012
Additions
Disposals
December
31, 2012
12,199
5,252
2,180
1,064
6
14
8,023
249
16
1,010
(4,320)
(360)
(22)
(934)
12,199
8,955
2,069
1,064
90
20,715
9,298
(5,636)
24,377
Consolidated
Provision for risks

Civil (c)
Labor (d)
Tax
Tax contingencies
97
December 31,
2012
(Restated)
Additions
Disposals
December
31, 2013
12,199
31
9,157
2,099
1,064
96
365
1,204
1,147
68
(396)
(1,517)
(651)
(1,064)
(97)
12,199
8,844
2,595
67
24,646
2,784
(3,725)
23,705

Consolidated
Provision for risks

INSS
Civil (c)
Labor (d)
Provision for Tax on financial transactions (IOF)
Tax contingencies
January 1,
2012
(Restated)
Additions
Disposals
December 31,
2012
(Restated)
12,199
31
5,427
2,193
1,064
6
346
8,109
285
17
1,017
(4,379)
(379)
(23)
(1,267)
12,199
31
9,157
2,099
1,064
96
21,266
9,428
(6,048)
24,646
Provisions for administrative proceedings and lawsuits processes were recognized to cover
probable losses on administrative proceedings and lawsuits related to civil, tax and labor issues,
in an amount considered sufficient by Management, based on the opinion of its legal counsel, as
follows:
a.
The Company is a party to lawsuits discussing the collection of PIS and COFINS on sales and
leases, in accordance with Law 9718/1998, whose accrued amount is R$12,199. These taxes
were calculated in accordance with prevailing tax laws and deposited with the courts. The
escrow deposits refer, mainly, to the period from March 1999 and December 2002 (PIS) and
March 1999 to February 2004 (COFINS). The Company challenged the levy of PIS and
COFINS. The Company challenged the levy of PIS and COFINS on property sales and lease
income before the Rio de Janeiro Federal Revenue Service, i.e., on transactions that are not
classified as sale of goods and services. Since favorable and unfavorable rulings were handed
down in connection with the matter, on August 17, 2009, the Company filed an application with
Rio de Janeiro Federal Revenue Service requesting the conversion of escrow deposits into
income to the Federal Revenue Service and that the remaining balance of such escrow deposit
be available to the Company, after the debt is fully settled. To date, the Company is still waiting
the decision thereon. The lawsuits were assigned to the 9th and 16th federal courts of Rio de
Janeiro.
b.
Provision relating to the collection of PIS, COFINS and IOF on financial transactions between
related parties.
c.
The Companys subsidiary Renasce, is a defendant in a claim filed by the Electoral Court in
connection with donations made in 2006 in excess of the limit of 2% of the donors gross
revenue. An appeal was filed claiming the existence of amount in duplicate in TRE court
records, besides the fact that the overall group revenue should be considered and not only that of
Renasce to determine the limit provided for in the electoral laws. This appeal was considered
groundless by the majority. The appeal was considered without grounds by majority voting. A
special appeal was filed in the Superior Electoral Court - STE which was also denied. Against
the new decision a new appeal was presented which is still pending on decision. On September
30, 2012, the Companys external legal counsel has formally classified the likelihood of loss in
this lawsuit as probable. Accordingly, a provision in amount of R$5,663 was accounted for.
98

In March 2008, based on the opinion of its legal counselors, the Company recognized provision
for contingencies and a correspondent escrow deposit in amount of R$3,228 relating to two
indemnity claims filed by the relatives of victims in a homicide which occurred in the Cinema V
of Morumbi Shopping on November 03, 1999. Currently, six lawsuits relating to the incident at
the MBS cine are in the Superior Court and two have already been judged.
Given to the precedent originated by the Superior Court decision in the trial mentioned above
and due to the fact that the other lawsuits are under the same circumstances, the Companys
legal counselors reassessed their prognostic in these case and classified as possible the chance of
a favorable outcome to the Company in the quarter ended September 30, 2012.
The remaining balance of the provisions for civil contingencies consists of various claims in
insignificant amount filed against the shopping centers in which the Company holds equity
interest.
d.
The Company is also a party to a civil class action brought by the Public Prosecution Office of
Labor before the Regional Court of the State of Rio Grande do Sul, where matters related to the
compliance with occupational safety and health laws at the construction site of
BarraShoppingSul are discussed. In this action, the Public Prosecution Office of Labor
requested that the Company be sentenced to pay indemnity for collective pain and suffering in
the amount of R$6,000 and daily fine by breach in the amount of R$5, by employee, and also,
its joint liability for the performance of all labor obligations of the companies engaged to carry
out the construction work. The action was assigned to the 28th Labor Court of Porto Alegre.
The Company was sentenced by the lower court to pay indemnity as collective pain and
suffering of R$300 and daily fine for breach of occupational safety and health laws in
connection with the employees of companies engaged to carry out the construction work.
Additionally, the Labor Court acknowledged the Companys joint liability together with the
companies engaged to carry out the construction work. Recently, this lawsuit received a final
decision, which condemned Multiplan to pay indemnity for collective damages in the amount of
R$ 200 and indemnity for property damages in the amount of R$ 150. As a result of said
sentencing, on July 29 2013 we made a judicial deposit in the amount of R$ 393, and now we
are questioning by means of a motion for clarification a difference of 10% of that amount.
On the other hand, since the Public Civil Action was caused by a breach of safety and
occupational medicine rules in the performance of works of BarraShoppingSul project, and
Racional Engenharia is the company responsible for the construction, we made an agreement
with Racional so that it will repay the amount of R$ 393.
Contingencies with possible likelihood of loss

The Company is a defendant in several other tax, labor and civil lawsuits and administrative
proceedings, whose likelihood of loss is assessed by its legal counsel as possible and estimated
amount is R$ 35,550 as at December 31, 2013 (R$321,908 as at December 31, 2012), as shown
below:
99

Consolidated
December
31, 2013
December 31, January 1,

2012
2012
(Restated) (Restated)
Tax
Civil and administrative
Labors
12,047
8,130
15,373
304,466
8,891
8,551
281,721
20,833
6,244
Total
35,550
321,908
308,798
In December 2011, the Company was notified by the Brazilian Federal Revenue Service, which
notification gave rise to two administrative proceedings:
Tax
a.
Collection of Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL)
arising from the alleged improper deduction of goodwill amortization expenses from 2007 to
2010, as well as the disallowance of tax loss carry forward compensation from 2009 and 2010.
On November 25, 2013, a final and unappealable decision was enacted regarding the Tax
Appeal Administrative Councils determination to cancel the tax assessment in the historical
amount of R$ 319,512, thus reducing the aforementioned total amount of contingencies.
b.
Collection of withholding income tax arising from the purchase and sale of equity interests
which assets are located abroad in 2007.
On December 10, 2013, the Company adhered to the REFIS Tax Debt Recovery Program, in
accordance with Provisional Measure No. 627 of November 11, 2013, for the purpose of settling
the tax assessment in the restated amount of R$ 54,970.
That collection referred to the withholding income tax arising from the Companys acquisition,
in 2007, of ownership interest, on which the Federal Revenue Service had issued a tax
assessment in December 2011. On the date of that adhesion, the administrative lawsuit was
being heard before the Tax Appeal Administrative Council.
In order to implement said adhesion and settle the tax assessment, the Company paid R$ 24,098,
benefiting from the reduction of R$ 30,871, equivalent to 100% of the government-imposed fine
and 45% of the interest rate amount.
Labor
The Company is a defendant in 183 labor claims filed against the shopping malls where it holds
equity interest, in a total estimated amount of R$ 15,373; no labor claim was considered as
individually significant.
Additionally, the Company was a party to a civil class action brought by the Public Prosecution
Office of Labor before the Regional Labor Court of the State of Paran and to a series of
administrative proceedings before the Public Prosecution Office of the State of Paran and the
Ministry of Labor in Curitiba and Belo Horizonte which challenge the legality of the work in
shopping malls on Sundays and holidays.
100

As at December 31, 2013, the Company did not recognize any amount with respect to said civil
class action since its legal counsel assess the likelihood of loss as possible. As at December 31,
2013, with respect to administrative proceedings, the Company did not recognize any amount
since, despite the fine be estimated as probable, a potential penalty imposed at the
administrative level may be challenged at court. The Company believes that the likelihood of
loss of this action is possible.
Civil and administrative
Is pending before the Administrative Council for Economic Defense (Conselho Administrativo
de Defesa Econmica - CADE) Administrative procedure which is set to investigate the use of
radius clauses for certain shopping centers in Sao Paulo, including MorumbiShopping, object
Case No. 08012.012081/2007-48. Should a fine be imposed for violation of the economic order,
this can range from 0.1% (one tenth percent) to 20% (twenty percent) of the gross sales of the
company, group or conglomerate obtained at the last year preceding the initiation of
administrative proceedings, the business activity in which the offense occurred, which shall not
be less than the advantage obtained, when this number can be estimated. The lawyers of the
Company evaluate this procedure as a possible loss.
Contingent assets
a.
On June 26, 1995, the consortium comprising the Company (successor of Multishopping
Empreendimentos Imobilirios S.A.) and Bozano, Simonsen Centros Comerciais S.A., Pinto de
Almeida Engenharia S.A., and In Mont Planejamento Imobilirio e Participaes Ltda.
advanced the amount of R$6,000 to the Clube de Regatas do Flamengo to be deducted from the
income earned by the Club after the opening of the shopping mall located in Gvea, which was
the object of the consortium. However, the project was cancelled, and Clube de Regatas do
Flamengo did not return the amount advanced. The consortium members decided to file a
lawsuit claiming the reimbursement of the amount advanced. The Club filed motions for stays
of execution, but they were ruled as groundless by a decision of the Court of Justice of the State
of Rio de Janeiro. Currently, those stays of execution are the object of a special appeal filed by
the Club, and pending a decision. The lawyers in charge of defending the Companys interest
consider that the likelihood of a favorable outcome in that appeal is improbable, and for this
reason they expect that the decision on the groundlessness of the status of execution will be
upheld. Accordingly, they consider as probable the likelihood of a favorable outcome in the outof-court execution of the security.
Although the restated amount of the debt can be calculated, it is not feasible to determine when
it will be received, and, for this reason, the Company did not record the total amount of the debt
in its books, but only the amounts that are being received by means of constrictive acts of the
mentioned execution.
Regarding the amounts received, the Company recognized as revenues the amount of R$1,911
in fiscal year 2012, and R$872 in fiscal year 2013.
101

18.2
Escrow deposits
Individual
Escrow deposits
December
31, 2012
Additions
Disposals
December
31, 2013
PIS and COFINS

Civil deposits
Labor deposits
Others
12,199
4,698
55
6,322
2,762
442
414
(1,419)
(394)
-
12,199
6,041
103
6,736
23,274
3,618
(1,813)
25,079
Individual
December
31, 2012
Escrow deposits
January 1,
2012
PIS and COFINS

Civil deposits
Labor deposits
Others
12,199
5,268
51
6,308
877
4
14
(1,447)
-
12,199
4,698
55
6,322
23,826
895
(1,447)
23,274
Additions
Disposals
Consolidated
Escrow deposits
As at December
31, 2012
(Restated)
PIS and COFINS

INSS
Civil deposits
Labor deposits
Others
Additions
Disposals
December
31, 2013
12,920
31
5,098
55
6,688
3,065
444
441
(1,419)
(394)
-
12,920
31
6,744
105
7,129
24,792
3,950
(1,813)
26,929
Consolidated
Escrow deposits
PIS and COFINS
INSS
Civil deposits
Labor deposits
Others
January 1, 2012
(Restated)
Additions
Disposals
As at December
31, 2012
(Restated)
12,920
31
5,268
51
6,673
1,277
4
15
(1,447)
-
12,920
31
5,098
55
6,688
24,943
1,296
(1,447)
24,792
102

19

December 31, 2013
December 31, 2012
Individual Consolidated
Revenue from the key money
Unallocated cost of sales (a)
Other revenues
Current
Non-current
(a)
20
a.
Individual
(Restated)
Consolidated
(Restated)
January 1, 2012
(Restated)
(Restated)
116,891
(65,599)
1,481
169,345
(78,613)
1,483
126,053
(44,182)
1,535
203,453
(54,751)
1,535
207,570
(22,012)
1,588
235,853
(23,953)
1,588
52,773
92,215
83,406
150,237
187,146
213,488
23,502
29,271
53,465
38,750
37,070
46,336
52,554
97,683
44,009
143,137
54,173
159,315
Refers to cost related to brokerage of assignment of rights of sale and key money. The key money is an incentive offered by the
Company to a few storeowners for them to establish in a shopping mall of Multiplan Group.
Equity
Share capital
The Board of Directors Meeting held on January 18, 2010 approved the private issue of
1,497,773 registered common shares, with no par value, for issue price of R$11.06 per share, to
increase the Companys capital by R$16,565. This issuance derives from the exercise of the
stock option granted by the Companys President, Mr. Jos Isaac Peres, under the Companys
Stock Option Plan, approved by the Annual General Meeting held on July 6, 2007, as described
in Note 20-h. The shares were issued within the authorized capital limit provided for in article 8,
paragraph 1 of the Companys bylaws.
The Companys capital can be increased regardless of amendment to the bylaws, up to the limit
of 91,069,118 common shares, upon resolution of the Board of Director that will determine the
issue price, number of common shares to be issued and other share subscription and payment
conditions within the authorized capital.
103

As at December 31, 2013, the Companys capital is represented by 189,997,214 common and
preferred shares (179,197,214 common and preferred shares as at December 31, 2012)
registered and book-entry, with no par value, distributed as follows:
Number of shares
December 31, 2013
Shareholder
Multiplan Planejamento.
BP Participaes e
Administrao S.A.
1700480 Ontrio Inc.
Jos Isaac Peres
FIM Multiplus
Investimento no Exterior
Credito Privado
Maria Helena Kaminitz
Peres
Outstanding shares
Board of directors and
Executive board
Total outstanding shares
Treasury shares
December 31, 2012
December 31, 2011
Common
Preferred
Total
Common
Preferred
Total
Common
Preferred
Total
42,123,783
42,947,201
11,668,891
11,858,347
-
42,123,783
54,805,548
11,668,891
52,729,430
40,285,133
3,293,000
11,858,345
-
52,729,430
52,143,478
3,293,000
55,766,130
40,285,133
481,300
11,858,345
-
55,766,130
52,143,478
481,300
882,068
882,068
2,459,756
75,570,916
2,459,756
75,570,916
100,000
70,008,301
100,000
70,008,301
100,000
69,648,644
100,000
69,648,644
56,558
56,558
38,258
38,260
33,059
33,061
175,709,173
11,858,347
187,567,520
166,454,122
11,858,347 178,312,469 166,314,266
11,858,347
178,172,613
2,429,694
2,429,694
884,745
1,024,601
1,024,601
178,138,867
11,858,347
189,997,214
167,338,867
11,858,347 179,197,214 167,338,867
11,858,347
179,197,214
884,745
On March 27, 2013, the Board of Directors approved a capital increase within the authorized
limit, through the issuance of 10,800,000 new shares under the public offering mentioned in
Note 1.2 - Initial Public Offering. The operation costs amounted to R$26,660 (R$17,612 net of
taxes) recorded in Equity. On April 3, 2013, the funds from the public offering, considering a
unit value per share of R$ 58.00, in amount of R$ 626,400 were received. There was no
Greenshoe.
b.
Legal reserve
The legal reserve is calculated based on 5% of net income as prescribed by the prevailing laws
and the Companys bylaws, limited to 20% of capital.
c.
Expansion reserve
As set forth in the Companys bylaws article 39, 100% of the remaining portion of the net
income, after absorbing accumulated losses, to recognize the legal reserve and distribute
dividends is allocated to the expansion reserve. Such reserve is intended to secure funds for new
investments in capital expenditures, current capital, and expansion of social activities. If the
balance of reserve exceeds the Share Capital, the General Meeting will decide on the application
of the excess in integralization or increase of Share Capital or, even, in distribution of additional
dividends to shareholders.
d.
Special goodwill reserve - merger

As explained in Note 8, after the downstream merger of Bertolino into the Company, the
goodwill recorded on Bertolinos balance sheet arising from the acquisition of interest in
Multiplan, less the provision for maintenance of integrity of shareholders equity, was recorded
on the Companys books, after said merger, in a specific line item of deferred income tax and
social contribution in assets, as a balancing item to a special goodwill reserve on merger,
pursuant to article 6, paragraph 1 of CVM Instruction 319/99.
104

e.
Effect on capital transactions

As mentioned in note 9, on February 9, 2012, the subsidiary Morumbi Business Center
Empreendimentos Imobilirios Ltda. acquired 77,470,449 shares of MPH Empreendimento
Imobilirio Ltda. representing 41,958% of total capital, for R$175,000 fully paid up front.
Subsequently, a shareholder withdrew from the MPH Empreendimentos Imobilirios Ltda.,
thought a capital reduction equivalent to 16,084%, through cancellation of all shares and return
of the net assets resulting in a reduction of R$128,337 in noncontrolling interest in the
consolidated financial statements. Therefore, Morumbi Business Center Empreendimentos
Imobiliarios Ltda. and Multiplan Empreendimentos Imobilirios S.A now own, each, 50% of
total equity of MPH Empreendimentos Imobilirios Ltda. The result of the effects of the
acquisition made by Morumbi Business Center Empreendimento Imobilirio Ltda. and the
reduction of capital of MPH Empreendimentos Imobilirios S.A., in the amount of R$89,996
was accounted for in the Companys equity.
f.
Treasury shares
On May 14, 2013, the Companys Board of Directors approved a share repurchase program for
the shares issued by the Company, effective for up to 365 days, beginning on May 15, 2013 ending on May 14, 2014, and limited to 3,600,000 registered common shares with no par value,
without capital reduction.
On March 7, 2012, the Companys Board of Directors approved a share repurchase program for
the shares issued by the Company, effective for up to 365 days, limited to 3,600,000 registered
common shares with no par value, without capital reduction.
All share repurchase programs were intended to invest the Companys available funds in order
to maximize the generation of value to shareholders. The acquired shares are mainly used to
meet the possible exercise of options under the stock option programs for the Company's shares,
and may also be used to be held in treasury, cancellation and/or subsequently disposal.
Therefore, to date the Company acquired 5,206,100 common shares (3,015,500 as at December
31, 2012). Through December 31, 2013, 2,776,406 shares were used to settle the exercise of
stock options. As at December 31, 2013, treasury shares totaled 2,429,694 shares (884,745
shares as at December 31, 2012). For further information, see Note 20(h).
As at December 31, 2013, the percentage of outstanding shares (outstanding and Board of
Directors and Executive Board shares) is 39.77% (39.07% as at December 31, 2012). The
treasury shares were acquired at a weighted average cost of R$ 50.47 (value in Brazilian reais),
a minimum cost of R$ 9.80 (value in Brazilian reais) and a maximum cost of R$59.94 (value in
Brazilian reais). The share trading price calculated based on the last price quotation before
period end was R$ 49.90 (value in Brazilian reais).
g.
Dividends and interest on capital

Under the article 39 of the Companys bylaws, the mandatory minimum dividend corresponds
to 25% of net income, as adjusted pursuant to the Brazilian Corporate Law. The approval of
distribution of dividends or interest on capital will compete exclusively upon the Board of
Directors, as authorized in the law and by Article 22 item (g) of the Company's Bylaws.
105

Under article 39, 3 of the Bylaws, the mandatory dividend will not be paid in the year in
which the Companys bodies inform to the Annual General Meeting that such payment is
incompatible with the Companys financial condition, it being understood that the Supervisory
Board, if any, will issue an opinion thereon. Dividends so retained will be paid when the
financial condition permits.
Interest on capital approved in 2013:

In 2013, the Board of Directors approved the payment of interest on capital to the shareholders
of the Company, as described below:
(i)
The payment gross amount of R$ 45,000 on June 27, 2013 to the attribute Companys
shareholders registered as such on the said date, corresponds R$0.23826806 to each share,
before the withholding of 15% of income tax, except for those shareholders who are tax-exempt
or tax-immune as set forth in the applicable laws. Said amount was settled in August 22, 2013
and will be paid may be included in the mandatory minimum dividend for the year ended
December 31, 2013, at its net amount;
(ii)
The payment gross amount of R$ 45,000 on September 26, 2013 to the Companys
shareholders registered as such on the said date, corresponds R$0.23940828 to each share,
before the withholding of 15% of income tax, except for those shareholders who are tax-exempt
or tax-immune as set forth in the applicable laws. That amount was settled in November 19,
2013 and will be paid may be included in the mandatory minimum dividends for the year ended
December 31, 2013, at the net value.
(iii)
The payment gross amount of R$ 45,000 on December 17, 2013 to the Companys shareholders
registered as such on the said date, corresponds R$0.23960319 to each share, before the
withholding of 15% of income tax, except for those shareholders who are tax-exempt or taximmune as set forth in the applicable laws. This amount was paid to shareholders on February
12, 2014 and may be imputed to the mandatory minimum for the fiscal year ended December
31, 2013, the net amount dividend.
2013
Profit for the year
Allocation to legal reserve
283,942
(14,197)
Net income after deduction of the legal reserve
269,745
Minimum mandatory dividends
67,436
Interest on capital approved, net of taxes
115,195
The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of
Law 9,249/95.
Income (loss) for the year 2012:

The Board of Director approved on December 11, 2012, the payment gross amount of interest
on capital to the Companys shareholders registered as such on the said date, correspondent
R$0.70082008 to each share, before the withholding of 15% of income tax, except for those
shareholders who are tax-exempt or tax-immune as set forth in the applicable laws, in the
amount of R$125,000. This amount was paid to shareholders on 21 May 2013 and has been
106

attributed to the mandatory minimum for the fiscal year ended December 31, 2012, the net
amount dividend.
On March 6, 2013, the Bord of Directors approved payment of supplementary dividends in the
amount of R$58,726 to shareholders registered as such on this date, based on the balance sheet
as at December 31, 2012, corresponding to R$ 0,329661498 to each share. This amount was
paid to shareholders on May 21, 2013.
2012
Profit for the year
Allocation to legal reserve
386,792
(19,340)
Net income after deduction of the legal reserve
367,452
Minimum mandatory dividends
91,863
Interest on capital approved, net of taxes
106,997
The total amount of interest on capital is within the limits set forth in Paragraph 1, Article 9 of
Law 9,249/95.
h.
Stock option plan

The Extraordinary General Meeting held on July 6, 2007 approved a Stock Option Plan to its
management, employees and service providers or those of other entities under the Companys
control.
Such plan is managed by the Board of Directors, and the Chief Executive Officer is responsible
for determining the holders of the stock options.
Options granted, under the Stock Option Plan approved in 2007, do not confer on their holders
the right to buy shares based on a number of shares exceeding 7% of the Companys capital at
any time. The dilution corresponds to the percentage represented by the number of stock options
divided by the total number of shares issued by the Company.
The issuance of our shares through the exercise of stock options under the Stock Option Plan
would result in a dilution for our shareholders since the stock options to be granted under the
Stock Option Plan can confer acquisition rights on a volume of shares of up to 5% of our share
capital. As of December 31, 2013, the dilution percentage is 4.7522%.
The beneficiaries eligible to the Stock Option Plan can exercise their options within up to four
years as from the grant date. Each stock option granted can be converted into a Company
common share at the time of exercise of the option or settled in cash. The vesting period will be
of up to two years, with redemption of 33.4% after the second anniversary, 33.3% after the third
anniversary, and 33.3% after the fourth anniversary.
The option price shall be based on the average price of the Companys shares of the same class
and type over the last 20 (twenty) trading sessions on the So Paulo Stock Exchange (Bovespa)
immediately prior to the option grant date, weighted by the trading volume, adjusted for
inflation based on the IPCA, or based on any other index determined by the Board of Directors,
through the option exercise date.
107

The Company offered eight stock option plans from 2007 to June, 2013, which satisfy the
maximum limit of 7% provided for in the plan, as summarized below:
(i)
Plan 1 - On July 6, 2007, the Companys Board of Directors approved the 1st Stock Option Plan
and the grant of options for 1,497,773 shares, exercisable after 180 days as from the first public
offering of shares by the Company. Regardless of the Plans general provisions, as described
above, the option exercise price is R$9.80, adjusted for inflation based on the IPCA, or any
other index set by the Board of Directors.
(ii)
Plan 2 - On November 21, 2007, the Companys Board of Directors approved the 2nd Stock
Option Plan and the grant of options for 114,000 shares. Of this total, 16,000 shares were
granted to an employee who left the Company before the minimum term necessary to exercise
the option. The option exercise price is R$22.84, adjusted for inflation based on the IPCA, as
from the grant date through option exercise date.
(iii)
Plan 3 - On June 4, 2008, the Companys Board of Directors approved and ratified on August
12, 2008 the 3rd Stock Option Plan and the grant of options for 1,003,400 shares. Of this total,
68,600 shares were granted to an employee who left the Company before the minimum term
necessary to exercise the option. The option exercise price is R$20.25, adjusted for inflation
based on the IPCA, as from the grant date through the option exercise date.
(iv)
Plan 4 - On April 13, 2009, the Companys Board of Directors approved the 4th Stock Option
Plan and the grant of options for 1,300,100 such shares. Of this total, 44,100 shares were
granted to an employee who left the Company before the minimum term necessary to exercise
the option. The option exercise price is R$15.13, adjusted for inflation based on the IPCA, as
from the grant date through the option exercise date.
(v)
Plan 5 - On March 4, 2010, the Companys Board of Directors approved the 5th Stock Option
Plan and the grant of options for 966,752 shares. The option exercise price is R$30.27, adjusted
for inflation based on the IPCA, as from the grant date up through the option exercise date.
(vi)
Plan 6 - On March 23, 2011, the Companys Executive Board approved the 6th Stock Option
Plan and the grant of options for 1,297,110 shares. The option exercise price is R$33.13,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.
(vii)
Plan 7 - On March 7, 2012, the Companys Executive Board approved the 7th Stock Option
Plan and the grant of options for 1,347,960 shares. The option exercise price is R$39.60,
adjusted for inflation based on the IPCA, as from the grant date up through the option exercise
date.
(viii)
Plan 8 - On May 14, 2013, the Companys Executive Board approved the 8th Stock Option Plan
and the grant of options for 1,689,550 shares. The option exercise price is R$56.24, adjusted for
inflation based on the IPCA, as from the grant date up through the option exercise date.
The grants described in items (ii), (iii), (iv), (v), (vi), (vii) and (viii) follow the criteria set in the
Stock Option Plan described above. Plan 1 follows the parameters described in item (i).
On January 7, 2010, the Chief Executive Officer Mr. Jos Isaac Peres. Additionally, in 2010,
2011, 2012 and in the first six months of 2013, certain holders exercised 2,717,703 stock
108

options related to plans 2, 3, 4, 5 and 6, All options were settled through delivery of the
Companys common shares. The settlement of all options were exercised by means of delivery
of common shares of the company. Accordingly, as at December 31, 2013, the shares
comprising the balance of the stock options granted by the Company totaled 4,754,791 shares,
which correspond to 2.50% of total shares.
The vesting periods to exercise the options are as follows:
% of options
released to be
exercised
Vesting period as from the grant date

Plan 1
180 days after the Initial Public Offering - 01/26/2008
Plan 2
As from the second anniversary - 12/20/2009
As from the third anniversary - 12/20/2010
As from the fourth anniversary - 12/20/2011
Plan 3
Plan 4
Plan 5
Plan 6
Plan 7
Plan 8
As from the second anniversary 05/14/15
As from the third anniversary 05/14/2016
As from the fourth anniversary 05/14/17
(*)
Maximum
quantity of
shares (*)
Quantity of options
exercised as of
December 31, 2013
100%
1,497,773
1,497,773
33.4%
33.3%
33.3%
32,732
32,634
32,634
32,732
32,634
32,634
33.4%
33.3%
33.3%
312,217
311,288
311,295
290,814
289,942
281,183
33.4%
33.3%
33.3%
419,494
418,246
418,260
392,617
379,127
325,371
33.4%
33.3%
33.3%
322,880
321,927
319,487
289,589
209,549
3,647
33.4%
33.3%
33.3%
433,228
425,277
425,285
216,569
-
33.4%
33.3%
33.3%
443,532
442,210
442,218
33.4%
33.3%
33.3%
557,629
555,960
555,961
Number of shares canceled due to the termination of the Companys employees before the minimum option exercise term.
The average weighted fair value of call options on grant dates, as described below, was
estimated using the Black-Scholes option pricing model, based on the assumptions listed below:
Plan 1
Plan 2
Plan 3
Plan 4
Plan 5
Plan 6
Plan 7
Plan 8
Strike price (R$)
Price on the
grant date (1)
Index of
adjustment
Amount
9.80
22.84
20.25
15.13
30.27
33.13
39.60
56.24
R$ 25.00 (2)
R$20.00
R$18.50
R$15.30
R$29.65
R$33.85
R$39.44
R$58.80
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
IPCA
1,497,773
114,000
1,003,400
1,300,100
966,752
1,297,110
1,347,960
1,689,550
(1)
Closing price on the last day used in the pricing of the stock option plan
(2)
Issue price upon the Companys going public on June 27, 2007
109

Plan 1
Plan 2
Plan 3
Plan 4
Plan 5
Plan 6
Plan 7
Plan 8
Volatility
Risk-free rate
Average
maturity
Fair value
48.88%
48.88%
48.88%
48.79%
30.90%
24.30%
23.84%
20.58%
12.10%
12.50%
12.50%
11.71%
6.60%
6.30%
3.69%-4,40%
2.90%-3,39%
3.25 years
4.50 years
4.50 years
4.50 years
3.00 years
3.00 years
3.00 years
3.00 years
R$16.40
R$7.95
R$7.57
R$7.15
R$7.28
R$7.03
R$6.42
R$9.95
The volatility used in the model was based on the standard deviation of historical MULT3, or in
a panel of companies of the sector, in accordance with the stock fluctuation availability and
consistency presented in the market and in the appropriate period. The dividend yield was based
on Companys internal models considering the maturity of each option. The company did not
consider the options anticipated exercise and any market condition other than the assumptions
above.
Addition information on the stock option plan:
Amount*
Total options granted
December 31, 2011
December 31, 2012
December 31, 2013
(*)
(**)
Price**
(R$)
6,050,435
7,398,395
9,028,970
23.76
28.02
34.99
Option granted in the year - 2011

Option granted in the year - 2012
Option granted in 2013
1,297,110
1,347,960
1,669,550
34.53
41.34
57.76
Share options exercised

December 31, 2011
December 31, 2012
December 31, 2013
Options exercised in the year - 2011
Options exercised in the year - 2012
Option granted in 2013
2,431,272
3,514,828
4,274,179
668,475
1,083,556
759,351
14.98
18.01
20.00
20.63
24.80
29.23
Share options expired

December 31, 2011
December 31, 2012
December 31, 2013
Option expired in the year - 2011
Option expired in the year- 2012
Option expired in 2013
2,665,173
3,704,313
4,868,254
789,817
1,039,140
1,163,941
15.69
18.36
21.45
21.01
25.89
31.53
Share options not exercised

December 31, 2011
December 31, 2012
December 31, 2013
3,619,163
3,883,567
4,754,791
28.83
35.50
45.83
Number of shares canceled due to the termination of the Companys employees before the minimum option exercise
term.
Price set by the end of the period or the date of exercise.
110

For share options exercised during 2013, the weighted average market price of shares was R$
58.21.
The effect of the recognition of the payment based on shares in the Shareholders equity and in
Income, in the year ended December 31, 2013, was R$11,036 (R$9,530 as of December 31,
2012) of which R$4,598 (R$4,078 in 2012) refers to the managements portion.
21

December 31, 2013
December 31, 2012
Gross operating revenue from sales and
services:
Stores leased
Parking
Services
Key money
Sale of properties
Others
22
Individual
Consolidated
593,758
56,236
107,816
31,649
4,664
2,914
679,444
130,877
105,449
52,382
97,130
3,585
541,297
51,287
100,078
28,365
39,212
2,057
573,068
104,960
98,636
37,644
227,469
2,306
797,037
1,068,867
762,296
1,044,083
Taxes and Contributions on sales and services
(72,687)
(95,813)
(65,991)
(85,711)
724,350
973,054
696,305
958,372
Breakdown of costs and expenses by nature

During the years ended December 31, 2013 and 2012, the Company incurred in the following
costs and expenses:
Costs: arising from the interest in the civil condominiums of shopping malls in operation, costs
on depreciation of investment properties and cost of properties sold.
Cost of services rendered and properties sold
December 31, 2013
December 31, 2012

Consolidated
Individual
Services
Parking
Leases (1)
Properties (charges, IPTU, rental, common area
maintenance)
Occupancy cost
Other costs
Cost of properties sold
Consolidated
Individual
(Restated)
(6,710)
(1,194)
(6,514)
(7,316)
(31,248)
(6,546)
(5,651)
(11)
(5,842)
(6,562)
(22,809)
(5,842)
(22,031)
(28)
(3,936)
(4,884)
(82,271)
(28,159)
(76)
(15,717)
(64,912)
(114,839)
(11,635)
(10)
(1,295)
(31,595)
(57,863)
(14,072)
(8)
(2,999)
(120,031)
(66,742)
Total
(127,568)
(268,813)
(113,902)
(239,065)
Costs:
Services
Properties sold
(122,684)
(4,884)
(203,901)
(64,912)
(82,307)
(31,595)
(119,034)
(120,031)
Total
(127,568)
(268,813)
(113,902)
(239,065)
111

(1)
On July 28, 1992, the consortium between the Company and IBR Administrao e Participao e Comrcio S,A,
entered into with Clube Atltico Mineiro the lease agreement relating to one property with approximately 13,800m2
in Belo Horizonte, where the DiamondMall was built. The lease agreement is effective for 30 years counted from the
inauguration of DiamondMall, on November 7, 1996. Under the agreement, Clube Atltico Mineiro holds 15% on all
lease payments received from the lease of stores, stands or areas in DiamondMall. Therefore, a minimum lease
amount of R$181 per month is guaranteed twice every December. As at December 31, 2013, the parties were
compliant with all obligations under such agreement.
The breakdown of these expenses in their main categories is as follows:

Head office: Expenses on personnel (administrative, operational and development) of the
Multiplan groups head office and branches, in addition to expenditures on corporate marketing,
outsourcing and travel.
Shopping: expenses on civil condominium of shopping malls in operation.
Lease projects: Preoperating expenses linked to real estate projects and shopping mall
expansion.
Projects for sale: Preoperating expenses arising from real estate projects for sale.
Administrative and project expenses
December 31, 2013
Individual
Consolidated
December 31, 2012

Individual
Consolidated
(Restated)
Personnel
Services
Parking
Leases
Marketing
Travels
Properties (charges, IPTU, rental, common area
maintenance
Occupancy cost
Others
(45,783)
(33,159)
(1)
(2,327)
(27,322)
(5,844)
(46,847)
(38,210)
(13)
(2,327)
(39,492)
(6,741)
(50,726)
(29,613)
(120)
(2,105)
(28,705)
(4,608)
(50,761)
(37,156)
(401)
(2,135)
(37,338)
(5,099)
(4,234)
(6,479)
(11,020)
(14,750)
(8,474)
(16,981)
(7,666)
(6,908)
(14,218)
(10,517)
(8,101)
(16,929)
Total
(136,169)
(173,835)
(144,669)
(168,437)
Expenses on:
Administrative expenses headquarter
Expenses on projects for lease
Expenses on projects for sale
(106,155)
(17,087)
(8,556)
(4,371)
(107,998)
(32,051)
(21,474)
(12,312)
(98,863)
(16,984)
(23,893)
(4,929)
(99,866)
(21,182)
(31,747)
(15,642)
Total
(136,169)
(173,835)
(144,669)
(168,437)
112

23

December 31, 2013
Income from short-term investments

Interest and inflation adjustment on loans, financing and debentures
Interest on real estate developments
Bank fees and other charges
Currency fluctuations
Inflation gains
Fines and interest on lease and key money - shopping centers
Fines and interests on tax assessment notices
Interest on sundry borrowings and advances with related parties
Interest and inflation adjustment on payables for acquisition of
properties
Others
Total
24
December 31, 2012
Individual
Consolidated
Individual
Consolidated
29,153
(117,810)
6,124
(2,606)
(66)
2,384
3,238
(7,919)
1,720
32,902
(141,325)
6,124
(3,670)
(66)
2,416
3,930
(9,600)
2,014
32,881
(82,433)
2,835
(1,737)
(303)
9,229
2,886
(648)
3,706
37,637
(85,031)
2,839
(2,453)
(92)
10,267
3,258
(1,400)
3,970
(5,177)
(361)
(5,338)
(703)
(9,356)
(1,188)
(9,469)
(1,463)
(91,320)
(113,316)
(44,128)
(41,937)
Segment reporting
For management purposes, the Company recognizes four business segments that account for its
revenues and expenses. Segment reporting is required since margins, revenue and expense
recognition and deliverables are different among them. Profit or loss was calculated considering
only the Companys external customers.
Properties for rental

This refers to the Companys share in the civil condominium of shopping centers and their
respective parking lots, as well like real estates for rental. This is the Companys major revenuegenerating segment, accounting for 75.15% of its gross operating revenue recognized during the
semester ended December 31, 2013. The determining factor for the amount of revenues and
expenses in this segment is the companys share in each venture. The revenues and expenses are
described below:
Rental revenue
This refers to amounts collected by mall owners (the Company and its shareholders) in
connection with the areas leased in their shopping centers and office projects. The revenue
includes four types of rental: minimum Rental (based on a commercial agreement indexed to the
IGP-DI), Supplementary Rental (percentage of sales made by storeowners), Merchandising
(rental of an area in the mall) and straight-line rental revenues (exclude the volatility and
seasonality of minimum rental revenues).
Parking revenue
Revenue from payments made by customers for the time their vehicles are parked in the parking
lot.
Expenses
Include expenses on vacant areas, contributions to the promotion fund, legal fees, lease, parking,
brokerage fees, and other expenses arising from the interest held in the projects. The expenses
on the maintenance and operation expenses (common condominium expenses) of the project
will be borne by the storeowners.
113

Others
Includes depreciation expenses.
The shopping centers assets substantially comprise investment properties of operational
shopping centers and office projects operating and rental receivable and parking lots.
Real estate
Real estate operations include revenue and expenses from the sale of properties normally built
in the surroundings of the shopping mall. As previously mentioned, this activity contributes to
generating customer flows to the mall, thus increasing its revenues. Additionally, the
appreciation and convenience brought by a mall to its neighborhood enable the Company to
minimize risks and increase revenues from properties sold. Revenues derive from the sale of
properties and their related construction costs. Both are recognized based on the percentage of
completion (POC) of the construction work. Expenses arise mainly from brokerage and
marketing activities.
This segments assets are mainly the Companys landbank and constructions concluded and in
progress and trade accounts receivable.
Assets of this segment are concentrated in the inventory of land and property completed and
under construction of the Company and in trade receivables.
Projects
The operation of projects includes revenues and expenses arising from the development of
shopping centers and real estate for lease. Development costs are recorded in the balance sheet,
but expenses on marketing, brokerage, property taxes, feasibility studies and other items are
recorded to the companys income statement. In the same way, the company believes that most
of its revenue from Key Money derives from projects initiated over the last 5 years (average
period to recognize revenue from key money), thus resulting from the lease of stores during the
construction process.
By developing its own projects, the company is able to ensure the quality of the properties that
will compose its portfolio.
Project assets mainly comprise investment properties that have a construction in progress and
trades receivable (key money) from leased stores.
Management and other

The Company provides management services to its shareholders and storeowners in
consideration for a service fee. Additionally, the Company charges brokerage fees from its
shareholders for the lease of stores. The management of its shopping centers is essential for the
Companys success and is a major area of concern in the company. On the other hand, the
Company incurs in expenses on the head office for these services and other, which are
considered in this segment. This also includes taxes, financial income and expenses and other
income and expenses that depend on the companys structure and not only on the operation of
each segment previously described. For these reason this segment records loss.
This segments assets mainly comprise the Companys cash, deferred taxes and intangible
assets.
114

2012 (consolidated - restated)

Properties
for rental Real estate
Gross income
Costs
Expenses
Others
Operating assets
Projects
Management
and other
Total
678,028
(109,084)
(27,025)
2,507
227,469
(121,134)
8,161
37,644
(3,005)
(47,389)
(1,494)
100,942
(199,467)
(47,017)
1,044,083
(233,223)
(273,881)
(37,843)
544,426
114,496
(14,244)
(145,542)
499,136
3,814,466
605,852
496,353
747,209
5,663,880
2013 (consolidated)
Properties
for rental Real estate
Gross income
Costs
Expenses
Others
Operating assets
25
25.1
Projects
810,321
(203,901)
(32,051)
(112,614)
97,130
(64,912)
(12,313)
(3,586)
52,382
(21,473)
(17,481)
461,755
16,319
13,428
4,321,903
710,876
635,134
Management
and other
Total
109,035 1,068,868
- (268,813)
(119,032) (184,869)
(108,800) (242,481)
(118,797)
372,705
729,735 6,397,649
Financial instruments and risk management

Capital risk management
The Company and its subsidiaries manage its capital in order to ensure the continuity of its
normal operations, at the same time, maximizing the return of its operations to all interested
parties, through the optimization of the use of debt instruments and equity.
The Companys capital structure is comprised by the net debt (loans, financing, debentures and
payables for acquisition of properties detailed in notes 13, 15 and 16, respectively, less cash and
cash equivalents and short-term investments (detailed in note 3) restricted short-term
investments (recorded as other non-current assets), and the Companys equity (which includes
the capital and reserves explained in note 20).
115

25.1.1
Debt-to-Equity Ratio
Debt-to-equity ratio is as follows:
Individual
(a)
Consolidated
12/31/2013
12/31/2012
12/31/2013 12/31/2012
(Restated)
Debt (a)
1,524,052
(257,222)
1,631,815
(311,668)
2,158,510
(331,599)
1,884,719
(391,121)
Net debt
1,266,830
1,320,147
1,826,911
1,493,598
Equity (b)
Net debt-to-equity ratio
3,819,988
33.16%
3,207,521
41.16%
3,819,310
47.83%
3,205,860
46.59%
Debt is defined as short- and long-term loans, financing, debentures and payables for acquisition of properties,
detailed in notes 13, 15 and 16.
Of total defined in item (a) above, R$155,285 refers to the amount classified in the parent company and maturing in
the short-term in 2013 (R$138,995 - 2012) and R$1,368,767 classified in the long term in 2013 (R$1,492,820 in
2012). In consolidated financial statements, R$245,520 refers to the short term in 2013 (R$164,325 in 2012) and
R$1,912,990 refers to the long term in 2013 (R$1,720,394 in 2012).
(b)
25.2
Equity includes the capital and the reserves.
Market risk
The Company develops real estate projects as complement of its shopping centers projects, its
main business.
In developing real estate projects neighboring our shopping centers, this activity contributes to
the generation of flow of customers to the shopping center, thus expanding results of operations.
Additionally, the appreciation and convenience that a shopping center gives to the surrounding
area, enables us to (i) mitigate real estate project risks, (i) select part of the public who will
reside or work in the areas of influence of our shopping centers and (iii) increase revenues from
properties sold.
For this reason, we a substantial landbank in the surrounding areas of our shopping centers.
25.3
Objectives of financial risk management

The Companys Corporate Treasury Department coordinates access to financial markets, and
monitors and manages the financial risks related to the Companys and its subsidiaries
operations. These risks include rate risk, credit risk inherent in the provision of financial
services and credit and liquidity risk.
According to CVM Resolution 550 issued on October 17, 2008, which provides for the
submission of information on derivative financial instruments in the notes, the Company has not
contracted derivative financial instruments; there is no risk from a potential exposure associated
with such instruments.
116

25.4
Interest rate risk management

Interest rate risk refers to:
Possibility of fluctuations in the fair value of financing pegged to fixed interest rates, if such
rates do not reflect current market conditions. The Company performs ongoing monitoring of
these indexes. The Company has not identified yet the need to enter into financial instruments to
hedge against interest rate risks.
Possibility of unfavorable change in interest rates, which would result in increase in financial
expenses as a result of the debt portion pegged to variable interest rates. As at December 31,
2013, the Company and its subsidiaries invested their financial resources mainly in Interbank
Certificates of Deposit, yielding interest based on the CDI rate, which significantly minimizes
this risk.
Inability to obtain financing in case the real estate market presents unfavorable conditions, not
allowing absorption of such costs.
Trade receivables, payables for acquisition of properties both with fixed interest rates and postfixed ones. This risk is administrated by the Company and its subsidiaries aimed at minimize the
exposure to the risk of having an interest rate of trade receivables equating to its debt.
Debt exposure to different indices is as follows:
12/31/2013
Index
TR
CDI
TJLP
IPCA
IGP-M
OTHER
25.5
12/31/2012
Individual
Consolidated
Individual
Consolidated
543,585
935,722
5,461
38,400
884
931,699
935,722
195,175
25,222
69,808
884
608,067
932,513
14,823
17,284
58,191
937
608,067
932,513
220,705
43,377
79,120
937
1,524,052
2,158,510
1,631,815
1,884,719
Credit risk related to service rendering

This risk is related to the possibility of the Company and its subsidiaries posting losses resulting
from difficulties in collecting amounts from lease, property sales, key money, management fees
and brokerage fees. This type of risk is substantially minimized owing to the possibility of
repossession of the stores leased and properties sold, which are historically renegotiated with
third parties on a profitable basis.
25.6
Credit risk
This risk is related to the possibility of the Company and its subsidiaries posting losses resulting
from difficulties in realizing short-term financial investments. This risk is related to the
possibility of the Company and its subsidiaries posting losses resulting from difficulties in
realizing short-term financial investments.
117

25.7
Sensitivity analysis
In order to analyze the sensitivity of financial asset and financial liability index to which the
Company is exposed as at December 31, 2013, five different scenarios were defined and an
analysis of sensitivity to fluctuations in the indexes of such instruments was prepared. Based on
the FOCUS report dated December 27, 2013, the IGP-DI, IGP-M and IPCA indexes and TJLP,
projections for 2013 was extracted from the BNDESs official website, The indexes CDI and
the TR rate were extracted from the CETIPs and BM&F BOVESPAs official websites, Such
index and rates were considered as probable scenario and increases and decreases of 25% and
50% were calculated.
Indexes of financial assets and financial liabilities:
Index
Decrease of
50%
Decrease of
25%
Probable
scenario
Increase of
25%
Increase of
50%
5.00%
2.72%
2.76%
2.87%
2.50%
0.10%
7.50%
4.07%
4.13%
4.30%
3.75%
0.14%
10.00%
5.43%
5.51%
5.73%
5.00%
0.19%
12.50%
6.79%
6.89%
7.16%
6.25%
0.24%
15.00%
8.15%
8.27%
8.60%
7.50%
0.29%
CDI
IGP-DI
IGP - M
IPCA
TJLP
TR
Financial assets
The gross financial income was calculated for each scenario as at December 31, 2013, based on
one-year projection and not taking into consideration any tax levied on earnings, the sensitivity
for each scenario is analyzed below.
Financial income projection - 2013
Individual
Balance at
12/31/2013

Cash and banks
Trade receivables
Trade receivables - store lease
Trade receivables - key money
Trade receivables - sale of units under construction
Trade receivables - sale of completed units
Other trade accounts receivables
N/A
100% of CDI
IGP-DI
IGP-DI
IGP-DI
IGP-M + 12%
N/A

Associao Barra Shopping Sul
Associao Parkshopping Barigui
Associao Parkshopping Braslia
Associao Parkshopping So Caetano
135% CDI
117% CDI
110% CDI
110%CDI
110% CDI
N/A
Associao Barrashopping
Consrcio Village Mall
Condomnio Parkshopping Braslia
Other sundry loans and advances
110% CDI
110% CDI
N/A
N/A
Total
Decrease Decrease
of 50%
of 25%
Probable Increase of Increase of

scenario
25%
50%
26,358
230,864
N/A
11,543
N/A
17,315
N/A
23,086
N/A
28,858
N/A
34,630
257,222
11,543
17,315
23,086
28,858
34,630
113,583
39,100
51,156
21,416
3,084
1,062
7,548
N/A
4,626
1,592
8,253
N/A
6,168
2,123
8,957
N/A
7,709
2,654
9,662
N/A
9,251
3,185
10,367
N/A
225,255
11,694
14,471
17,248
20,025
22,803
9,181
2,840
620
166
930
249
1,239
332
1,549
415
1,859
498
504
28
42
55
69
83
473
N/A
N/A
N/A
N/A
N/A
1,634
90
135
180
225
270
186
N/A
N/A
N/A
N/A
N/A
14,818
904
1,356
1,806
2,258
2,710
497,295
24,141
33,142
42,140
51,141
60,143
118

Consolidated
Balance at
12/31/2013

Cash and banks
Trade receivables
Trade receivables - store lease
Trade receivables - key money
Trade receivables - sale of units under construction
Trade receivables - sale of completed units
Other trade accounts receivables
N/A
100% of CDI
IGP-DI
IGP-DI
IGP-DI
IGP-M + 12%
N/A
Decrease Decrease
of 50%
of 25%
Probable Increase of Increase of

scenario
25%
50%
48,871
282,728
N/A
14,136
N/A
21,205
N/A
28,723
N/A
35,341
N/A
42,409
331,599
14,136
21,205
28,273
35,341
42,409
134,158
46,945
40,364
51,156
25,959
3,642
1,275
1,096
7,548
N/A
5,464
1,912
1,644
8,253
N/A
7,285
2,549
2,192
8,957
N/A
9,106
3,186
2,740
9,662
N/A
10,927
3,824
3,288
10,367
N/A
298,582
13,561
17,273
20,983
24,694
28,406

Associao Barra Shopping Sul
Associao Parkshopping Barigui
Associao Parkshopping Braslia
Associao Parkshopping So Caetano
135% CDI
117% CDI
110% CDI
110%CDI
110% CDI
N/A
9,181
2,840
620
166
930
249
1,239
332
1,549
415
1,859
498
504
28
42
55
69
83
473
N/A
N/A
N/A
N/A
N/A
Associao Parkshopping campo Grande

Associao Jundia Shopping
Associao Barrashopping
Consrcio Village Mall
Condomnio Parkshopping Braslia
Condomnio Parkshopping Campo Grande
Advances to investors
CDI +1% p.a

CDI +1% p.a
110% CDI
110% CDI
N/A
110%CDI
N/A
47
1,120
1,634
90
135
180
225
270
81
22
4
N/A
7
N/A
9
N/A
11
N/A
13
N/A
Other sundry loans and advances
N/A
186
N/A
N/A
N/A
N/A
N/A
16,088
909
1,364
1,816
2,270
2,725
646,269
28,606
39,842
51,072
62,305
73,540
Total
Financial liabilities
For each scenario the Company calculated the gross financial expense, not taking into account
the taxes levied and the flow of maturities for each contract scheduled for 2013. The base date
used was December 31, 2013 projecting indices for one year and verifying their sensitivity in
each scenario.
Financial expenses projection - 2013
119

Individual
Remuneration
rate
Loans and financing
BNDES - PKS Exp
BNDES - PKS Exp
Real BSS
Real BHS Exp V
Banco Ita SAF
Banco Ita PSC
Banco Ita VLG
Banco Ita MTE
Bradesco MTE
Banco IBM
Banco do Brasil
Banco do Brasil
Loan Costs Ita Unibanco PSC
Loan Costs Real BHS Exp V
Loan Costs Ita Unibanco VLG
Loan costs Bradesco MTE
Loan cost Banco do Brasil
Loan cost Ita Unibanco MTE
Cia Real de Distribuio

PSS - Seguridade Social
Land So Caetano
Lend Quadra H
Land Canoas
Others
Debentures
Debentures
Total
TJLP + +3.53%
4.50%
TR + 7.874%
TR + 8.70%
TR + 10%
TR + 9.35%
TR + 9.35%
109.75% of CDI
CDI + 1.00%
CDI + 1.48%
110% of CDI
110% of CDI
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Balance at Decrease Decrease

12/31/2013
of 50%
of 25%
Increase
of 25%
Increase
of 50%
5,359
102
54,765
73,928
4,625
116,464
304,258
103,931
301,976
1,864
181,645
50,843
(1,464)
(472)
(8,519)
(6,391)
(5,010)
(879)
(1,915)
615
323
5
5,003
6,502
467
11,466
29,954
5,703
18,119
121
9,990
2,796
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
390
5
5,029
6,537
469
11,521
30,099
8,555
25,668
167
14,986
4,195
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
457
5
5,055
6,572
471
11,577
30,243
11,406
33,217
214
19,981
5,593
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
524
5
5,081
6,607
473
11,632
30,388
14,258
40,767
261
24,976
6,991
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
591
5
5,107
6,642
476
11,687
30,532
17,110
48,316
307
29,971
8,389
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,175,725
90,449
107,621
124,791
141,963
159,133
38,400
2,210
2,739
3,268
3,797
4,326
269
N/A
N/A
N/A
N/A
N/A
38,669
2,210
2,739
3,268
3,797
4,326
309,658
18,610
26,352
34,093
41,835
49,576
309,658
18,610
26,352
34,093
41,835
49,576
1,524,052
111,269
136,712
162,152
187,595
213,035
IPCA + 7%
IGPM + 3%
IGPM + 2%
IGPM + 2%
N/A
CDI+1.01%
Probable
scenario
120

Consolidated
Remuneration
rate
Balance at
12/31/2013
Decrease
of 50%
Decrease
of 25%
Probable
scenario
Increase of
25%
Increase of
50%
5,359
102
106,192
1,108
4,786
75,231
25,221
969
1,833
54,765
73,928
4,625
116,464
304,258
103,931
301,976
1,864
181,645
50,843
202,112
196,615
(1,464)
(472)
(213)
(8,519)
(193)
(5,010)
(879)
(6,391)
(5,378)
(5,233)
(1,915)
615
323
5
6,244
44
120
4,378
2,141
24
72
5,003
6,502
467
11,466
29,954
5,703
18,119
121
9,990
2,796
17,776
17,292
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
390
5
7,571
58
179
5,319
3,503
36
95
5,029
6,537
469
11,521
30,099
8,555
25,668
167
14,986
4,195
17,872
17,386
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
457
5
8,899
72
239
6,259
3,864
48
118
5,055
6,572
471
11,577
30,243
11,406
33,217
214
19,981
5,593
17,968
17,479
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
524
5
10,226
86
299
7,200
4,225
61
141
5,081
6,607
473
11,632
30,388
14,258
40,767
261
24,976
6,991
18,064
17,572
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
591
5
11,554
99
359
8,140
4,586
73
164
5,107
6,642
476
11,687
30,532
17,110
48,316
307
29,971
8,389
18,160
17,666
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,778,775
138,540
159,640
179,737
199,837
219,934
Loans and financing

BNDES - PKS Exp
BNDES - PKS Exp
BNDES - JDS
BNDES - JDS
BNDES - JDS
BNDES-CGS
BNDES-CGS
BNDES-CGS
BNDES-CGS
Real BSS
Real BHS Exp V
Banco Ita SAF
Banco Ita PSC
Banco Ita VLG
Banco Ita MTE
Bradesco MTE
Banco IBM
Banco do Brasil
Banco do Brasil
Banco do Santander DTIY
Banco do Santander GTIY
Loan Costs Ita Unibanco PSC
Loan Costs Real BHS Exp V
Loan Costs BNDES JDS Jundia
Loan Costs Ita Unibanco VLG
Loan cost CGS
Loan costs Bradesco MTE
Loan costs DTIY
Loan costs GTIY
Loan cost Ita Unibanco MTE
Cia Real de Distribuio
TJLP +3.53%
4.5% p.y.
TJLP + +3.38%
TJLP + 1.48%
TJLP
TJLP + 3.32%
IPCA + 9.59%
TJLP
TJLP + 1.42%
TR + 7.874%
TR + 8.70%
TR + 10%
TR + 9.35%
TR + 9.35%
109.75% of CDI
CDI + 1.00%
CDI + 1.48%
110% of CDI
110% of CDI
TR 8.70%
TR 8.70%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

PSS - Seguridade Social
Land So Caetano
Lend Quadra H
Others
IPCA + 7%
IGPM + 3%
IGPM + 2%
N/A
38,400
31,408
269
2,210
804
N/A
2,739
823
N/A
3,268
841
N/A
3,797
859
N/A
4,326
877
N/A
Debentures
CDI+1.01%
70,077
309,658
3,014
18,610
3,562
26,352
4,109
34,093
4,656
41,835
5,203
49,576
309,658
18,610
26,352
34,093
41,835
49,576
160,164
189,554
217,939
246,328
274,713
Total:
2,158,510
Part of the Companys financial assets and liabilities are linked to interest rates and indexes
which may vary representing a market risk for the Company.
In the period ended December 31, 2013, the Companys financial assets and liabilities generated
a net financial loss of R$ 113,316.
The Company understands that an increase in the interest rates, in the indexes or in both may
cause an increase in the financial expenses negatively impacting the Companys net financial
result. In the same way, a decrease in the interest rates, in the indexes or in both may cause a
reduction in the financial revenues negatively impacting the Companys net financial result.
121

25.8
Liquidity risk management

The Companys management and its subsidiaries prepared a liquidity risk management model in
order to manage its capital needs and manage its short-, medium- and long-term cash needs. The
Company and its subsidiaries manage its liquidity risk keeping adequate reserves, bank credit
lines and credit lines deemed adequate through the continuous monitoring of forecasted and
realized cash flows and combination of the maturity profiles of financial assets and liabilities.
The following table shows in detail the remaining contractual maturity of financial assets and
liabilities of the Company and the contractual repayments terms. This table was prepared in
accordance with the undiscounted cash flows of financial liabilities based on the nearest date on
which the Company shall settle the respective obligations:
Individual
December 31, 2013
Loans and financing
Debentures
Total
Up to 1 year
13 years
> 3 years
Total
120,651
(121,405)
(24,222)
(9,658)
(100,569)
(14,447)
(150,000)
(953,751)
(150,000)
120,651
(1,175,725)
(38,669)
(309,658)
(34,634)
(265,016)
(1,103,751)
(1,403,401)
Consolidated
December 31, 2013
Up to 1 year
13 years
> 3 years
Total
Loans and financing
Debentures
121,120
(200,915)
(34,947)
(9,658)
(180,083)
(25,171)
(150,000)
(1,397,777)
(9,959)
(150,000)
121,120
(1,778,775)
(70,077)
(309,658)
Total
(124,400)
(355,254)
(1,557,736)
(2,037,390)
122

25.9
Category of the main financial instruments

Individual
Consolidated
12/31/2013
12/31/2012
12/31/2013
12/31/2012
Financial assets - available for sale

120,651
2,144
121,120
2,144
Financial assets classified as loans and receivables at amortized cost

Trade receivables
225,255
14,818
236,814
19,110
298,582
16,088
279,760
25,072
Financial assets classified as loans and receivables at amortized cost

Loans and financing
1,175,725
1,248,646
1,778,775
1,476,704
38,669
309,658
75,744
307,425
70,077
309,658
100,590
307,425

Debentures
Valuation techniques and assumptions applied for purposes of fair value calculation
The estimated fair values of financial assets and liabilities of the Company and its subsidiaries
have been determined using available market information and appropriate valuation
methodologies. However, considerable judgment was required in interpreting market data to
produce the estimate of fair value, if possible more appropriate. As a result, the estimates below
do not necessarily indicate the amounts that could be realized in the current exchange market.
The use of different market methodologies may have a significant effect on the estimated
realizable values.
The determination of fair value of financial assets and liabilities is as follows:
Short-term investments: short-term investments are floating rate instruments and, therefore, their
carrying balances already reflect their fair values,
Trade receivables the amounts of accounts receivable recorded in the balance sheet are
approximately their respective assets fair values at market rates.
Payables for acquisition of properties - as there are no available data on transactions of sale of
payables for purchases of goods and the Company and its subsidiaries did not perform such
operations, it is not possible to determine the fair value of financial instruments.
Borrowings and financing and debentures: flows projected payments in accordance with the
contractual rates of each transaction, measured at present value in accordance with applicable
market rates at the balance sheet date. The fair value at December 31, 2013 totals R $ 1,481,354
and R$ 2,039,825 consolidated..
Financial instruments measured at fair value are grouped into specific categories (level 1, 2 and
3) according to the corresponding observable level of fair value:
Measurements of the fair value of level 1 are obtained from quoted prices (unadjusted) in active
markets for identical assets or liabilities.
Measurements of the fair value of level 2 are obtained by means of the variables in addition to the
quoted prices included the level 1 that are observed for the asset or liability either directly (as
prices) or indirectly (derived from prices).
123

Measurements of the fair value of level 3 are obtained from non-observable market variables.
Management believes that the fair values applicable to the Company's financial instruments
were classified as Level 2.
26
Earnings per share

Basic earnings per share are calculated by dividing profit attributable to the holders of common
and preferred shares of the Parent by the weighted average number of common and preferred
shares, excluding treasury shares, which are outstanding during the year. The Company opted to
include preferred shares in the calculation because of right of preferred shareholders to
dividends equivalent to those paid to common shareholders. Diluted earnings per share are
calculated by dividing profit attributable to the holders of common and preferred shares of the
of the Parent by the weighted average number of common shares outstanding during the year
plus the weighted average number of common shares that would be issued in converting all
potential diluted common shares into common shares (average market price - adjusted option
price). The Companys exercisable options under the stock option plan were included as dilutive
shares.
The table below shows information on profit and shares used to calculate basic and diluted
earnings per share:
December 31, 2013
27
December 31, 2012
Individual
Consolidated
Individual
Consolidated
To
Weighted average number of shares

issued
187,297,214
187,297,214
179,197,214
179,197,214
Weighted average of treasury shares
1,471,728
1,471,728
883,101
883,101
C= A - B
Average shares
185,825,486
185,825,486
178,314,113
178,314,113
243,027
243,027
92,135
92,135
Dilutive
Profit for the year attributable to
owners of the Company
283,942
284,554
386,792
388,055
E/C
Earnings per share (basic)
1.5280
1.5313
2.1692
2.1762
E/(C+D)
Adjusted earnings per share
1.5260
1.5293
2.1680
2.1751
Transactions not involving cash

In the year ended December 31, 2012, the Company and its subsidiaries carried out the
following activities not involving cash; therefore, these transactions are not reflected in the
statement of cash flow:
Individual
Transfer of net liabilities in the amount of R$215,782 from the Company to its subsidiaries.
Capital increase and advance for future capital increase in subsidiaries with properties for
investment in the amount of R$390,027.
124

Consolidated
On February 9, 2012, a shareholder left MPH Empreendimento Imobilirio Ltda., reducing its
capital by 16.084%. This capital reduction occurred against the write-off of the following
amounts: (i) R$2,370 - accounts receivable, (ii) R$32,960 - property for investment , (iii) R$4,070
- deferred revenue and (iv) R$203 - other assets and liabilities.
Effects deriving from above-mentioned transfers.
28
Insurance
The Company maintains an insurance program for the shopping centers with CHUBB do Brasil
Cia, de Seguros, which is effective from November 30, 2013 to November 30, 2014 (Insurance
Program). The Insurance Program provides for three insurance policies for each development
as follows: (a) one covering property risks in the comprehensive real estate risk portfolio (b) one
covering general civil liability for commercial establishments and (c) one covering general civil
liability for safekeeping of vehicles. Risk coverage is subject to the conditions and exemptions
provided for in the respective policies, amongst which is exemption for damages arising from
acts of terrorism. In addition, the Company took out engineering risk policies for expansion,
refurbishment, restoration or construction activities to ensure the implementation of the
respective developments.
In addition to the policies under the Insurance Program, the Company took out a general civil
liability insurance policy in the Companys name in an insured amount above that taken for
each shopping mall. The policy is intended to protect the equity of shareholders against thirdparty claims.
Additionally, the Company has 3 D&O insurance policies under 1st, 2st and 3rd risk regime, from
Chubb do Brasil Cia, de Seguros, Ace Seguradora and Liberty Paulista Seguros. These policies
are effective from July 4, 2013 to July 4, 2014.
125

Statement of Directors of the Independent Auditors' Report

Mr. Jose Isaac Peres, President Director and Mr. Armando D'Almeida Neto, Investor
Relations Director declare that, according to item V of article 25 of CVM Instruction
480 of 07 December 2009, reviewed, discussed and agreed with the independent
auditors' report on the Company's Financial Statements for the year 2013.
Jose Isaac Peres
President Director
Armando D'Almeida Neto
Investor Relations Director
126

Statement of Directors on the Financial Statements

Mr. Jose Isaac Peres, President Director and Mr. Armando D'Almeida Neto, Investor
Relations Director declare that, in accordance with item VI of article 25 of CVM
Instruction 480 of 07 December 2009, reviewed, discussed and agreed with the
Company's Financial Statements for the year 2013.
Jose Isaac Peres
President Director
Armando D'Almeida Neto
Investor Relations Director
127

2013 Financial Statements

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Multiplan Empreendimentos Imobilirios S.A.

Multiplan Empreendimentos Imobilirios S.A.

Independent auditors' report on the financial statements

Statements of comprehensive income

Statements of changes in equity

Statements of cash flows

Statement of added value

Notes to the financial statements

MANAGEMENTS DISCUSSION AND ANALYSIS

Shopping Center Expenses

New Projects for Lease Expenses

New Projects for Sale Expenses

Independent auditors' report on the financial statements

We have examined the individual and consolidated financial statements of Multiplan

Statements of added value

Rio de Janeiro, February 21, 2014

KPMG Auditores Independentes

Multiplan Empreendimentos Imobilirios S.A.

Total current assets

Total non-current assets

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Total current assets

Total non-current assets

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Total current liabilities

Total non-current liabilities

Equity (Note 20)

Total liabilities and equity

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Total current liabilities

Total non-current liabilities

Equity (Note 20)

Total liabilities and equity

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Income from operations before finance income (expenses)

Income before income tax and social contribution

Income tax and social contribution (Note 8)

Total current and deferred income tax and social contribution

Profit for the year

Basic earnings per share (Note 26)

Diluted earnings per share (Note 26)

Net operating revenue (Note 21)

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Operating income (expenses):

Income from operations before finance income (expenses)

Income before income tax and social contribution

Income tax and social contribution (Note 8)

Total current and deferred income tax and social contribution

Profit for the year

Basic earnings per share (Note 26)

Diluted earnings per share (Note 26)

Net operating revenue (Note 21)

See the accompanying notes to the financial statements

Multiplan Empreendimentos Imobilirios S.A.

Total comprehensive income for the year

Total comprehensive income attributable to:

Profit for the year

Total comprehensive income for the year