UNIBAIL-RODAMCO-WESTFIELD, THE PREMIER DEVELOPER A

Paris, Amsterdam, February 13, 2019

Press release

UNIBAIL-RODAMCO-WESTFIELD, THE PREMIER DEVELOPER AND OPERATOR OF FLAGSHIP SHOPPING DESTINATIONS, REPORTS STRONG RESULTS FOR 2018

Completion of the Westfield Transaction. Total proportionate portfolio value of €65.2 Bn Adjusted Recurring Earnings per Stapled Share ("AREPS") of €12.92  

• AREPS of €12.92 exceeds guidance of €12.75 - €12.90 and is up by +7.2% from €12.05 in 2017
• Net Rental Income (NRI) like-for-like (Lfl) growth in Shopping Centres in Continental Europe: +4.0%, +260 bps above indexation ; +3.4%  in the UK; US comparable Net Operating Income (NOI) -1.6% and -0.3%  for Flagships
• Average cost of debt: 1.6% , with an average debt maturity of 7.5 years
• Cost synergies: annual run rate of €75 Mn achieved
• EPRA NAV: €221.80 / stapled share, up by +5.1%
• Development pipeline: €11.9 Bn
• Disposals: Closed on €2.0 Bn
• LTV: Declines to 37.0%
• Dividend: €10.80 / stapled share

• Deleveraging a strategic objective: Target LTV range lowered to 30-40%
• Disposal target raised to a total of €6 Bn
• Outlook reflects the acceleration of the disposal programme in line with the Group's asset rotation discipline:
  • 2019 AREPS: €11.80 - €12.00 , with strong underlying operational growth of between +4% and +5%
  • Rebased for the disposals, 2019-2023 AREPS CAGR of between +5% and +7%

"2018 was a historic year, marked by the creation on June 7 of Unibail-Rodamco-Westfield, the premier global developer and operator of Flagship shopping destinations. I warmly thank our talented teams for the extraordinary work they have performed in 2018. In addition to closing the transaction and embarking on the integration of the two platforms, URW delivered excellent results against a challenging industry backdrop. Adjusted recurring earnings per stapled share grew +7.2%, exceeding guidance. Continental Europe achieved strong Lfl retail and office NRI ⁽¹⁾ growth of +4.0% and +4.5%, respectively. Occupancy in the US was up by +130 bps since June. The Group successfully sold €2.0 Bn of assets, mostly in Continental Europe, well ahead of schedule and above book value. Going forward, URW has set itself the near-term objectives of reducing leverage and integrating the business, while building on solid underlying growth as revenue synergies are realised. Consistent with these objectives, the Group plans to dispose of €4 Bn of assets in the next several years, bringing its total disposal target to €6 Bn. While dilutive in the short-term, this will set the stage for a renewed earnings growth phase as URW's portfolio is well positioned to thrive in a rapidly changing retail environment." Christophe Cuvillier, Group Chief Executive Officer

Figures may not add up due to rounding

2018 AREPS OF €12.92, UP BY +7.2%

REPS grew by +9.1% from 2017 to €13.15. AREPS, adjusted for the coupon on the deeply subordinated perpetual hybrid securities, was €12.92 (+7.2% from 2017).

SOLID OPERATING PERFORMANCE IN A CHALLENGING MARKET

Shopping Centres Continental Europe Tenants sales through November increased ⁽²⁾ by +3.0% for the Group and by +3.8% for Flagship centres ⁽³⁾ , outperforming national sales indices ⁽⁴⁾ by +205 and +283 bps, respectively. France (+3.4%, outperforming the IFLS index by +380 bps and the CNCC index by +520 bps), and Central Europe (+8.2%, outperforming the weighted average regional sales indices by +544 bps) did especially well.

Lfl NRI grew by +4.0%, +260 bps above indexation, while that of the Flagship centres increased by +5.0%. The Group signed 1,319 leases with a Minimum Guaranteed Rent (MGR) uplift of +11.7%, and +14.4% for Flagships, in line with its objective. The rotation rate amounted to 11.5% and EPRA vacancy decreased by -20 bps to 2.4%. 

Shopping Centres United States and United Kingdom In the US, speciality sales productivity per square foot (psf) ⁽⁵⁾ through December 31, 2018, increased by +10.9% (+12.0% for Flagships). Luxury sales were strong, up by +15.2% psf. Average letting spreads were +7.5% (+11.5% in Flagships) and average rent for stores under 10k sq. ft was $87 psf ⁽⁶⁾ , up +3.9%. As at December 31, 2018, occupancy stood at 95.6% (96.2% in Flagships), stable compared to December 2017 but up by +130 bps from June 30, 2018. NOI increased by +3.1%, mainly due to the deliveries of Westfield Century City and Westfield UTC. Comparable NOI ⁽⁷⁾ declined -1.6% or -0.3% for Flagships, improving from -3.0% and -2.6%, respectively, for the 6-month period ended on June 30, 2018.

Footfall in the UK was up by +6.1% in 2018, driven by the opening of Westfield London Phase 2, outperforming the UK shopping centre index by +930 bps. Total tenant sales in the UK centres were up by +2.8%. Average MGR uplift was strong at +19.8%. Occupancy stood at 95.2%, down from 97.7% as at June 30, 2018, due to the re-location of tenants from Westfield London Phase 1 to the Phase 2 extension. Lfl NRI increased by +3.4% compared to 2017.

Offices Available supply in the Paris region dropped to 2.9 Mn sqm, the lowest since 2008, while take-up remained high at 2.5 Mn sqm. Vacancy in the Paris region decreased to 5.5%, from 6.5% in 2017.

The Group let 74,600 wsqm, including the entire Shift building (43,300 sqm) to Nestlé more than one year before its delivery. Lfl NRI increased by +4.5% due to good leasing performance, while total NRI decreased by -4.6% mainly due to disposals in 2017 and 2018.

Convention & Exhibition Recurring NOI in 2018 benefited from the tri-annual Intermat show, partly offset by the closure for refurbishment of the Pullman Montparnasse hotel in Paris. Excluding the impact of these, recurring NOI increased by +13.3% compared to 2017 and by +0.6% compared to 2016, the last comparable period.

AT THE FOREFRONT OF THE RETAIL TRANSFORMATION

The Group provides a unique transatlantic platform, connecting the best brands with over 1.2 billion customers each year in the wealthiest catchment areas.

The URW portfolio is at the forefront of the changes of a rapidly evolving retail environment. Exposure to fashion is being reduced and replaced by exciting new formats of growing retail segments:

• Entertainment: the Group signed or opened Virtual Reality spaces, such as Dreamscape at Westfield Century City and The Void at Westfield San Francisco Centre, new cinemas, including the Showplace Icon Theatre at Westfield Valley Fair and the new Pathé IMAX theatre at Carré Sénart, and leisure concepts PuttShack and AllStar Lanes at Westfield London;
• Dining: building on the successes of Eataly and Javier's, URW opened the famous Din Tai Fung restaurant and Del Frisco's Double Eagle Steakhouse at Westfield Century City. Ichiba, a Japanese food hall, opened at Westfield London, and the Group signed a long term lease with "The Food Society" for Les Ateliers Gaité development project, which, with close to 4,800 sqm dedicated to dining, will be the largest food hall in Europe;
• Health and Wellness: URW opened the Natura Bissé spa (voted world's best spa brand) at the Village at Westfield London; and
• Digital Native Vertical Brands (DNVBs): in 2018, the Group signed 36 leases with DNVBs, bringing the total number in its portfolio to 100. A DNVB-dedicated precinct will be set up at Westfield Valley Fair, with ready-to-operate units and specific services.

A FLEXIBLE PIPELINE TO REINVENT CITIES

The URW Expected Cost ⁽⁸⁾ of the development pipeline amounted to €11.9 Bn, down from €13.0 Bn as at year-end 2017. The Group retains significant flexibility, with committed projects of only €2.9 Bn, of which €1.4 Bn already invested. The retail pipeline is split between greenfield/brownfield projects (53%), which are all in Europe, and extensions and renovations (47%) on both continents. Significant progress has been made on the construction of Trinity and Shift, scheduled to be delivered in H2-2019, as well as on the extension of Westfield Valley Fair (H2-2019) and Westfield Mall of the Netherlands (H1-2020).

As part of its annual portfolio review, the Group made the strategic decision to significantly increase the densification of its retail portfolio by adding office, residential, hotel and other "mixed-use" projects where relevant. URW is already leveraging its key strengths to reinvent city districts in London, Paris, Hamburg and San Diego. The Group's unique know-how across retail, offices and hotels, and flexible approach to funding models will allow it to maximise value on its exceptional and highly connected retail locations. In addition, the Group is reviewing several of its projects in the pipeline and will join with strategic capital partners on selected projects.

INTEGRATION OF WESTFIELD AND SYNERGIES

Since the closing of the acquisition of Westfield on June 7, 2018, €75 Mn of annual run rate cost synergies have already been realized. In the second-half of 2018, important steps in the integration were made, including the implementation of the organizational model and the Operating Management function in the US and the UK, the completion of an initial 5-year business plan process for the US and UK assets and the first joint management convention.

The ground work for the €40 Mn run rate revenue synergies has been laid out, with the creation of new Group-wide International Leasing and Commercial Partnerships teams. URW will further leverage the world-famous Westfield brand by rebranding a number of its Continental European Flagships, with the first ten centres scheduled for September 2019.

NAV EVOLUTION

The Gross Market Value (GMV) of the Group's assets as at December 31, 2018, amounted to €65.2 Bn on a proportionate basis, up by +49.9% from December 31, 2017, mainly due to the acquisition of Westfield. The Continental European portfolio grew by +0.4% to €43.7 Bn, +0.8% on a like-for-like basis.

Continental European Shopping Centre GMV grew by +2.5% in total and by +0.8% on a like-for-like basis. Continental European Office GMV came to €3.2 Bn, up by +5.1% on a like-for-like basis. GMV of the Convention & Exhibition division decreased by -3.4% on a like-for-like basis.

The inclusion of the Westfield portfolio resulted in an increase of +€21.5 Bn in the Group's proportionate GMV, representing 33% of the total. The average net initial yield of the retail portfolio remained stable at 4.3%.

Going Concern NAV per stapled share increased to €233.90 as at December 31, 2018, up +€14.70 (+6.7%) compared to December 31, 2017. This was the sum of (i) an increase of €23.18 per stapled share, (ii) the impact of the -€10.80 dividend paid in 2018, and (iii) the +€2.32 mark-to-market of the fixed-rate debt and derivatives.

The acquisition of Westfield generated goodwill of €2,337 Mn which was allocated to several Cash Generating Units. The goodwill was tested for impairment as at December 31, 2018, and was found to be justified.

DELEVERAGING: SUCCESSFUL DISPOSALS TO DATE. INCREASING DISPOSAL TARGET TO €6 BN

URW has set itself a strategic objective of deleveraging and has set a new Loan-to-Value ratio target through the cycle of between 30-40%, down from 35-45% previously.

In 2018, the Group disposed of €2.0 Bn of assets at an aggregate NIY of 4.6%, representing a +8.9% premium to the June 30, 2018, book values. With these transactions, the Group is well ahead of schedule to reach its previously announced target of €3 Bn of disposals over several years, with a number of disposal processes on-going.

As part of its new 5-year business plan, URW plans to dispose of almost €4 Bn of Continental European assets in the next couple of years, in effect doubling the disposal target set in December 2017.

AVERAGE COST OF DEBT OF 1.6% AND AVERAGE MATURITY OF 7.5 YEARS

Loan-to-Value (LTV) ratio declined to 37.0% and the interest coverage ratio was 6.1x. The average cost of debt of the Group remained low at 1.6% and, following the long-term capital raised in 2018, average debt maturity as at December 31, 2018, was 7.5 years. Undrawn available credit lines amounted to €8.4 Bn.

OUTLOOK ⁽⁹⁾

URW's most important strategic objectives over the next two years will be to:

• Reduce leverage
• Review several development projects to optimize capital and returns
• Join with strategic capital partners on select development projects
• Continue the critically important work of integrating the Continental European, US and UK platforms
• Roll-out the Westfield brand in Continental Europe
• Improve its cost base further and realize revenue synergies

This means that the Group's 5-year business plan has two distinct periods:

1. A capital consolidation phase with continued solid underlying growth, during which most of the disposals are expected to be made
2. In the period following the disposals, a renewed AREPS growth phase

Guidance The €2 Bn of disposals in 2018 and those planned for 2019 will further increase the average portfolio quality and reduce leverage. This is expected to have a short-term impact on the 2019 AREPS of approximately -90 cents.

The full effect in 2019 of the consideration to fund the Westfield Transaction, mainly the stapled shares issued, exceeds the benefit of the full year contribution from Westfield. Factors driving the weaker than anticipated contribution in 2019 are:

• Project delays which affect the timing of income;
• The current operating environment in the UK and the US (particularly in the Regional mall portfolio); and
• Higher financial expenses (less capitalization) and taxes than anticipated.

In all, this is estimated to have an impact of approximately -50 cents on the 2019 AREPS.

However, despite the challenging retail environment, the strong underlying operating income growth for URW of between +4 and +5% in 2019 is expected to offset this impact.

As a result, the 2019 AREPS is expected to be in the range of €11.80-€12.00.

Going forward and rebased for the planned disposals, building on the strengths of its unique platform and portfolio, continued growth of its operations and planned delivery of development projects, URW expects the 2019-2023 compound annual growth rate of its AREPS to be between +5% and +7% .

DIVIDEND

The Group will propose a cash dividend of €10.80 per stapled share for the fiscal year 2018 , subject to approval by the Annual General Meetings of Unibail-Rodamco SE and WFD Unibail-Rodamco N.V. (the AGMs). This represents a pay-out ratio of 94% of the Group's adjusted net recurring result, composed of the net recurring result of Unibail-Rodamco through May 31, 2018 and the adjusted net recurring result of URW from June 1, 2018.

The planned payment schedule is:

• Payment of an interim dividend of €5.40 on March 29, 2019 (ex-dividend date March 27, 2019); and
• Subject to approval by the AGMs, payment of a final dividend of €5.40 on July 5, 2019 (ex-dividend date July 3, 2019).

Going forward, the group expects to maintain its dividend at a minimum of €10.80 per stapled share and grow it broadly in line with the growth in AREPS .

FINANCIAL SCHEDULE

The next financial events on the Group's calendar will be: March 29, 2019: Interim dividend April 24, 2019: 2019 1st quarter results (after market close) May 17, 2019: AGM Unibail-Rodamco SE June 13 & 14, 2019: Investor Days (London) July 5, 2019: Final dividend, subject to approval by the AGMs of Unibail-Rodamco SE and WFD Unibail-Rodamco N.V. July 31, 2019: 2019 Half-Year results

For further information, please contact:

Investor Relations  Samuel Warwood Maarten Otte  +33 1 76 77 58 02  Maarten.otte@urw.com  

Media Relations  Tiphaine Bannelier-Sudérie +33 1 76 77 57 94 Tiphaine.Bannelier-Suderie@urw.com

1. Like-for-like NRI: Net Rental Income excluding acquisitions, divestments, transfers to and from pipeline (extensions, brownfields or redevelopment of an asset when operations are stopped to enable works), all other changes resulting in any change to square meters and currency exchange rate differences in the periods analysed.
2. Tenant sales data do not include Jumbo and Zlote Tarasy as they are not managed by UR. Tenant sales performance in UR's shopping centres (except The Netherlands) in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and assets under heavy refurbishment. For 2018 reporting period, shopping centres excluded due to delivery or ongoing works were Galerie Gaité, Les Boutiques du Palais, La Part-Dieu, Wroclavia, CH Ursynow and Gropius Passagen. Primark sales are based on estimates.
3. UR's Flagship assets are: Les Quatre Temps, Aéroville, Parly 2, Vélizy 2, Carré Sénart, Rosny 2, Le Forum des Halles, Carrousel du Louvre, CNIT, Confluence, La Part-Dieu, Villeneuve 2, Euralille, Polygone Riviera, La Vaguada, Parquesur, Bonaire, Splau, La Maquinista, Glòries, Donau Zentrum, Shopping City Süd, Centrum Cerny Most, Centrum Chodov, Wroclavia, Galeria Mokotow, Zlote Tarasy, Arkadia, Aupark, Jumbo, Fisketorvet, Mall of Scandinavia, Täby Centrum, Stadshart Amstelveen, Leidsenhage, Ruhr Park, Gropius Passagen, CentrO and Pasing Arcaden.
4. Based on latest national indices available (year-on-year evolution) as at November 2018: France: Institut Français du Libre Service (IFLS)-excluding food; Spain: Instituto Nacional de Estadistica; Central Europe: Cesky statisticky urad (Czech Republic), Polska Rada Centrow Handlowych (Poland) (as at October 2018), Eurostat (Slovakia); Austria: Eurostat; the Nordics: HUI Research (Sweden), Danmarks Statistik (Denmark); Germany: Destatis-Genesis, excluding online only operators and fuel sales (Federal Statistical Office). Including online only sales for France, Spain, Austria, the Czech Republic and Slovakia and excluding online only sales for Germany, the Nordics and Poland.
5. Calculated on the basis of sales psf for specialty tenants, being stores with <10K sq. ft (ca. 929 sqm). For centres in operation and excluding new brownfield deliveries, acquired assets and assets under heavy refurbishment (in line with the UR methodology).
6. €815 / sqm.
7. Comparable NOI is based on Net Operating Income before management fees, termination/settlement income and straight-line adjustments, and excluding one-offs. For comparability, recent project deliveries or centres undergoing significant development works are excluded.
8. URW Expected Cost equals 100% Expected Cost multiplied by URW percentage of ownership of the project, plus specific own costs, if any.
9. The outlook is derived from the annual business plan process for URW's Continental European region and the initial exercise in the US and the UK regions. This exercise results in annual growth rates which vary from year to year. The key inputs in the Group's business plan, which is built on an asset by asset basis and based on economic conditions as at year- end 2018, are estimates and assumptions relating to indexation, rental uplifts, disposals of approximately €4 Bn over the next few years, timely delivery of pipeline projects, cost of debt, currency movements and taxation. Variations in these assumptions will also cause growth rates to vary from one plan to the next. The Group's current business plan does not assume any acquisitions.

About Unibail-Rodamco-Westfield  

Unibail-Rodamco-Westfield is the premier global developer and operator of flagship shopping destinations, with a portfolio valued at €65.2 Bn as at December 31, 2018, of which 87% in retail, 6% in offices, 5% in convention & exhibition venues and 2% in services. Currently, the Group owns and operates 93 shopping centres, including 56 flagships in the most dynamic cities in Europe and the United States. Its centres welcome 1.2 billion visits per year. Present on 2 continents and in 13 countries, Unibail-Rodamco-Westfield provides a unique platform for retailers and brand events, and offers an exceptional and constantly renewed experience for customers. With the support of its 3,700 professionals and an unparalleled track-record and know-how, Unibail-Rodamco-Westfield is ideally positioned to generate superior value and develop world-class projects. The Group has the largest development pipeline in the industry of €11.9 Bn in total. Unibail-Rodamco-Westfield distinguishes itself by its Better Places 2030 agenda, that sets its ambition to create better places that respect the highest environmental standards and contribute to better cities. Unibail-Rodamco-Westfield stapled shares are listed on Euronext Amsterdam and Euronext Paris (Euronext ticker: URW), with a secondary listing in Australia through Chess Depositary Interests. The Group benefits from an A rating from Standard & Poor's and from an A2 rating from Moody's. 

For more information, please visit www.urw.com Visit our Media Library at https://mediacentre.urw.com Follow the Group updates on Twitter @urw_group , Linkedin @Unibail-Rodamco-Westfield and Instagram @urw_group

Attachment

• 20190213 URW - FY 2018 Results.pdf