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Unibail-Rodamco-Westfield SE

Earnings Release Jul 27, 2023

1729_ir_2023-07-27_50bcc531-d560-4c96-a54d-8c47f86306f3.pdf

Earnings Release

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Paris, Amsterdam, July 27, 2023

Press release

UNIBAIL-RODAMCO-WESTFIELD REPORTS H1-2023 EARNINGS

H1-2023 AREPS up +6.6% year-on-year driven by Shopping Centres and Offices performance and reduced general and financial expenses

Operational performance and further debt reduction leading to improved Net debt to EBITDA at 9.4x

Successful exchange offer of the PERP-NC23 hybrid, a first of its kind by a corporate issuer, with a 92% participation rate, confirming debt market confidence

Westfield Rise, URW's retail media agency in Europe drives new revenue growth with +14% in net margin vs. H1-2022

H1-2023 in review:

  • Shopping Centre Net Rental Income at €1,059 Mn up +8.5% 1 on a like-for-like basis, including +4.5% of indexation impact
  • Tenant sales up +9% and footfall up +7% vs. H1-2022
  • High rent collection at 96%
  • Shopping Centre occupancy improved by 20 bps vs. FY-2022 with vacancy at 6.3%
  • €219 Mn of Minimum Guaranteed Rent (MGR) signed (+11% vs. H1-2022), with an uplift of +12.5% on top of indexed passing rents, including +17.6% on long-term deals
  • Offices & Others Net Rental Income of €41 Mn, up +17.1% on a like-for-like basis, driven by leasing progress of Trinity at prime rent level for La Défense market
  • EBITDA at €1,157 Mn, back to pre-COVID levels on a like-for-like basis
  • Further asset disposals2 secured in the US and Europe increasing the total IFRS net debt reduction since 2021 to €4.7 Bn at Group level (from €4.2 Bn), with ongoing active discussions in Europe and on US Regional assets
  • H1-2023 IFRS Net Financial Debt reduced to €20.5 Bn with reduced cost of debt at 1.8%
  • More than 36 months of liquidity secured with €11.9 Bn3 , including €3.8 Bn of cash on hand
  • 2023 AREPS at the upper end of full-year guidance of €9.30 to €9.50, reflecting strong underlying operational performance

1 Shopping Centres Lfl NRI excluding airports.

2 Include disposals completed or secured since January 2023 and planned foreclosures.

3 On an IFRS basis, including €8.0 Bn of undrawn credit facilities.

Commenting on the results, Jean-Marie Tritant, Chief Executive Officer, said:

"URW delivered very solid financial results in H1-2023 that demonstrate the strength of our assets and the quality of our operations and teams.

During the half, we signed a record number of leases with an increasing proportion of long-term deals and saw a 12.5% uplift in rents.

Our sales continue to outperform the market thanks to the location of our assets, the quality of our customer base and our diversified retail mix.

We are excited by the success of Westfield Rise, our European retail media agency, which saw a +14% increase in net margin, driven by increased footfall and higher average revenue per visit.

Our successful hybrid exchange offer, accepted by over 90% of holders, confirms the confidence of the debt market in URW as does the confirmation of our credit ratings by S&P and Moody's.

We also made further deleveraging progress in 2023 in a constrained investment market, securing a €0.5 Bn contribution to IFRS net debt reduction taking the total amount since 2021 to €4.7 Bn.

Our performance in the first half builds on the strong platform we established in 2022, and we are confident this momentum will continue throughout 2023 and our AREPS will be at the upper end of our full-year guidance."

H1-2023 H1-2022 Growth Like-for
like
growth4
Net Rental Income (in € Mn) 1,152 1,139 +1.1% +8.2%5
Shopping Centres 1,059 1,036 +2.2% +8.5%6
Offices & Others 41 36 +15.6% +17.1%
Convention & Exhibition 52 68 -23.0% n.m.
EBITDA (in € Mn) 1,157 1,139 +1.6%
Recurring net result (in € Mn) 757 711 +6.5%
Recurring EPS (in €) 5.45 5.12 +6.3%
Adjusted Recurring EPS (in €) 5.28 4.95 +6.6%
June 30,
2023
Dec. 31,
2022
Growth Like-for
like growth
Proportionate portfolio valuation
(in € Mn)
51,029 52,250 -2.3% -2.2%
EPRA Net Reinstatement Value
(in € per stapled share)
150.70 155.70 -3.2%

H1-2023 AREPS: €5.28

Reported AREPS amounted to €5.28, up +6.6% compared to H1-2022, mainly driven by the strong operational performance in retail and offices, and supported by reduced general and financial expenses. AREPS was partly offset by disposals and lower C&E activity due to seasonality effects.

OPERATING PERFORMANCE

Shopping Centres

Like-for-like shopping centre NRI6 was up by +8.5% for the Group, and by +12.5% in Continental Europe, +9.4% in the UK and up +1.4% for US Flagships. US Regional and CBD assets were down -9.8% 7 . This overall increase is mainly due to the positive impact of indexation in Continental Europe (+6.7%) where all rents are indexed on a yearly basis, positive leasing activity contribution and higher variable income.

4 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 metres and currency exchange rate differences in the periods analysed.

5 Group Lfl NRI including airports.

6 Shopping Centres Lfl NRI excluding airports.

7 Excluding airports.

H1-2023 tenant sales8 were up +9.2% compared to H1-2022, including +11.8% in Continental Europe, +6.8% in the UK and +4.6% in the US9 . Sales continued to outperform footfall, reflecting the productive nature of visitors to URW's centres. Footfall10 was up +7.3%, including +8.2% in Continental Europe, +9.2% in the UK and +2.7% in the US9 .

In H1-2023, European tenant sales were up +10.9% compared to H1-2022, above core inflation of 5.7% and national sales indices of 2.6% 11, demonstrating that URW centres continue to gain market share. H1-2023 saw a strong increase in the performance of social and experience-led activities, with Fitnessrelated tenant sales up +35.7%, Entertainment up +22.4% and F&B up +17.1%, while Health & Beauty and Fashion continued to perform strongly, up +17.7% and +9.7% respectively.

In the US, Flagships tenant sales12 were up +4.6% in H1-2023, performing above the US National Sales index, which was up 4.3% 11 . As in Europe, US Flagships growth was also driven by the performance of experience-led sectors, including Entertainment (+91.4% vs. H1-2022), F&B (+20.6%), Fitness (+10.9%) and Health & Beauty (+9.0%). Fashion sales decreased slightly by -2.0% and Luxury by -6.8% but both remained above 2019 levels (+14.0% and +87.9% respectively).

Rent collection13 amounted to 96% for H1-2023 (vs. 96% and 95% initially reported in H1-2022 and in Q1-2023 respectively), both in Europe and in the US. Net of bankruptcies, H1-2023 rent collection stands at 97% in Europe and for the Group. URW continued to collect 2022 rents, leading to an improvement of 2022 rent collection from 97% to 98% between FY-2022 and H1-2023.

Bankruptcies increased in H1-2023 to 211 stores returning to a normalised level as government support and rent relief provided during the COVID period came to an end. More than a quarter of stores affected were in France. 84% of units affected saw their tenant still in place and 5% were relet, limiting the impact of bankruptcies on H1-2023 vacancy.

In terms of leasing activity, the Group signed 1,180 leases for €219 Mn of MGR14 (+11% compared to H1-2022) during H1-2023 with an MGR uplift of +12.5% (vs. +2.6% in H1-2022) reflecting the effectiveness of the Group's leasing strategy and the strong appeal for URW assets. The proportion of

8 Tenant sales for all 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 (Ursynów, Les Ateliers Gaîté, CNIT, Gropius Passagen and Garbera) or works in the surrounding area (Fisketorvet), excluding El Corte Inglés sales from Westfield Parquesur and La Vaguada, excluding Zlote Tarasy as this centre is not managed by URW, excluding Carrousel du Louvre and excluding Auto category for Europe and Department Stores for the US. In addition, sales have been restated from the disposals which occurred during the semester.

9 Flagships only.

10 Footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and assets under heavy refurbishment (Ursynów, Les Ateliers Gaîté, CNIT, Gropius Passagen and Garbera) or works in the surrounding area (Fisketorvet), excluding Carrousel du Louvre and excluding Zlote Tarasy as this centre is not managed by URW, and excluding in the US, the centres for which no comparable data of the previous year is available. In addition, footfall has been restated from the disposals which occurred during the semester. 11 As at May 2023, for further details, please refer to the appendix to this Press Release.

12 US Regionals at +1.3%.

13 Retail only, assets at 100%. MGR + CAM in the US.

14 All letting figures exclude deals <12 months. Usual 3/6/9 leases in France are included in the long-term leases.

long-term deals signed also increased from 74% of MGR signed in H1-2022 to 78% in H1-2023. The MGR uplift for leases longer than 36 months came to +17.6% for the Group, on top of indexed passing rents, with Continental Europe at +6.5%, the UK at +20.1% and the US at +38.8%.

On a like-for-like basis, Sales Based Rents (SBR) 15 increased in total by +8.5% in H1-2023 vs. H1-2022 thanks to strong retailers'sales performance including inflation, with +€10.0 Mn in Continental Europe, -€0.4 Mn in the UK and -€5.7 Mn in the US due to high SBR settlement in H1-2022 and conversion of SBR to MGR in the UK and in the US.

Vacancy for Shopping Centres at Group level decreased to 6.3% at H1-2023, down from 6.5% at FY-2022 and 6.9% at H1-2022, thanks to the Group's proactive leasing approach.

In Continental Europe, vacancy was at 3.6%, below the 3.8% in Q1-2023 due to good leasing activity but up from 3.1% in December 2022. This was due to the normalised level of bankruptcies, and to the expiry of short-term deals in Germany and Austria which relied more on these deals during COVID.

In the UK, vacancy decreased from 9.4% in December 2022 to 8.5% in June 2023 thanks to strong leasing activity.

In the US, vacancy reduced to 9.9% in June 2023 from 10.4% in December 2022, with vacancy decreasing by -30 bps to 7.9% for US Flagships, close to pre-COVID level of 2019 (7.7%).

Retail Media & other income

Revenue from Retail Media & other income16 increased from €50.4 Mn in H1-2022 to €55.6 Mn in H1- 2023, driven by the launch of Westfield Rise in Europe, an in-house media, brand experience and data partnerships agency. Total Westfield Rise activity in Europe amounted to €19.6 Mn in net margin at 100% in H1-2023, up +14% compared to H1-2022.

Offices & Others

Office NRI increased by +15.6% at Group level (+17.1% on a like-for-like basis), driven by the leasing progress at Trinity in La Défense and the delivery of Gaîté Montparnasse offices, partly offset by 2022 and H1-2023 disposals, currency effects and assets in pipeline.

Three new leases (Teamwill, IRI and Axway) were signed for Trinity in H1-2023. Trinity is now 85% let, at an average rent of c. €568/sqm, with lease incentives below the market average. In addition,

15 Excluding airports.

16 Group figure (Europe and US) on a proportionate basis. Retail Media & other income include both the new Media, Brand & Data Partnerships division presented during the Investor Day in March 2022 and now called "Westfield Rise" in Europe, as well as kiosks, seasonal markets, pop-ups, and car park activations ("other income").

1,400 sqm17 were leased at Westfield Hamburg-Überseequartier offices, bringing the letting17 of the office component to be delivered in 2024 to 34%.

Convention & Exhibition

H1-2023 confirmed the strong recovery of the C&E activity observed in 2022. During the period, Viparis hosted 305 events compared to 272 events in H1-2022 and 386 events in H1-2019.

Convention & Exhibition recurring NOI in the first half amounted to €71.1 Mn compared to €94.5 Mn in H1-2022 and €87.6 Mn in H1-2019, reflecting the change in seasonality patterns for events organised following COVID disruption. Restated from the French State contribution received in 2022 and from triennial shows (held in 2018 and 2022), the NOI was up +5.2% compared to H1-2022.

As at June 30, 2023, signed and pre-booked events in Viparis venues for 2023 amounted to 95% of its expected 2023 rental income.

DISPOSALS

In 2023 year-to-date, the Group secured further asset disposals in the US and Europe, reaching \$1.6 Bn (€1.4 Bn) in total proceeds in the US, and completing €3.3 Bn of its €4.0 Bn European asset disposal programme, corresponding to total disposal proceeds of €4.7 Bn since 2021.

In Europe, URW completed the sale of the "V" office building located in Versailles, France at €95 Mn, in line with the last unaffected appraisal value, with a double-digit IRR and a net initial yield of 5.7%. On July 11, 2023, the Group signed an agreement for the sale of Novotel Lyon Confluence in France. The Group is in active discussions in relation to several European assets in a constrained investment market.

In the US, the Group also continued to streamline its US Regional portfolio. On February 1, 2023, the Group completed the sale of its ground lease for Westfield North County located in Escondido, California, for \$57 Mn (at 100%, URW share 55%). On May 25, 2023, the Group announced the sale of Westfield Brandon, located in Brandon, Florida for \$220 Mn (URW share 100%) reflecting a 10.0% net initial yield and a 4.4% discount to the last unaffected appraisal.

Since the end of H1-2023, the Group has sold the Westfield Mission Valley shopping centres in San Diego, California for a sale price of \$290 Mn (at 100%, URW share 42%). The transaction value reflects a combined initial yield of 8.5% on the in-place NOI and a 12% discount to the last unaffected appraisal.

The Group has started the process which will lead to the planned sale or foreclosure of 2 of its US assets, respectively Westfield Valencia Town Center, with a debt amount of \$195 Mn at 100% (\$97.5 Mn URW share) as at June 30, 2023, and San Francisco Centre with a debt amount of \$558 Mn at 100% (\$340 Mn URW share). The book value at URW share of these assets was close to or below their debt amounts as at June 30, 2023 at respectively \$106 Mn and \$301 Mn.

17 In terms of GLA.

Including these disposals and planned foreclosures, the total amount of net debt reduction stands at €0.5 Bn on an IFRS basis and €0.9 Bn on a proportionate basis.

The Group is highly focused on its deleveraging plan, securing the remaining €0.7 Bn of its European disposal programme by the end of the year and further streamlining of US Regional portfolio. Once completed, it will pursue a disciplined asset rotation policy.

The radical reduction of the Group's US financial exposure remains its path forward. URW's operational performance, in particular in the US, as well as its controlled cost of debt, ample liquidity position and capex control give it flexibility on when it executes this plan.

DELIVERIES & PIPELINE

As a result of deliveries in H1-2023 and project cost evolution on some of the committed projects, the Total Investment Cost (TIC)18 of URW's development pipeline remained stable compared to December 31, 2022 at €3.1 Bn.

The Group delivered 2 projects in May 2023: a 19,360 sqm extension to Garbera shopping centre in San Sebastian, Spain and the completion of Westfield Les 4 Temps renovation project of the centre's main plaza "La Clairière".

Committed projects amount to €2.4 Bn, of which €1.4 Bn has already been invested. The main projects are the mixed used development in Hamburg (Westfield Hamburg-Überseequartier), the office project of Lightwell in Paris La Défense, the residential project of Coppermaker Square, and the Triangle project in Paris.

In H2-2023, URW plans to deliver Coppermaker Square Retail (a 7,437 sqm leisure development adjacent to Westfield Stratford City), and the restructuring of the former El Corte Inglés unit, located in the extension area of Westfield Parquesur, with more than 14,954 sqm to extend Inditex brands. The average pre-letting19 of these projects stands at 83%.

18 URW Total Investment Cost (TIC) equals 100% TIC multiplied by URW's percentage stake in the project, adjusted by specific own costs and income, if any. 100% TIC is expressed in value at completion. It equals the sum of: (i) all capital expenditures from the start of the project to the completion date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing expenses. It excludes: (i) step rents and rentfree periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental Income; and (v) IFRS adjustments. 19 Based on MGR signed, all agreed to be signed and financials agreed.

VALUATION

The proportionate Gross Market Value (GMV) of the Group's assets as at June 30, 2023, decreased by -2.3% to €51.0 Bn from €52.2 Bn as at December 31, 2022, mainly as a result of a like-for-like portfolio revaluation of -€1,019 Mn and disposals (-€343 Mn), partly offset by Capex, Acquisitions and Transfers (+€574 Mn). Like-for-like shopping centres valuations were down -1.9% for H1-2023 including a yield impact of -4.8% and a rent impact of +2.9% as appraisers increased their assumption of discount and exit cap rates.

The EPRA Net Reinstatement Value per share came to €150.70 as at June 30, 2023, down from €155.70 (-3.2%) compared to December 31, 2022, mainly driven by the revaluation of investment properties, and partly offset by the retained recurring results.

FINANCIAL RESOURCES

As at June 30, 2023, the Group's IFRS net financial debt decreased to €20.5 Bn from €20.7 Bn as at December 31, 2022.

The Loan-to-Value (LTV) ratio increased from 41.2% to 41.9% and 41.7% pro-forma for the receipt of the proceeds from the additional disposals secured to date or planned foreclosures20 .

On a proportionate basis, the LTV would be almost stable compared to FY-2022 at 43.0% pro-forma for the secured disposals and planned foreclosures.

Net debt/EBITDA21 ratio decreased to 9.4x (vs. 9.6x in FY-2022), the Interest Coverage Ratio (ICR) increased to 4.4x (vs. 4.2x in FY-2022), and Funds from Operations to Net Financial Debt (FFO/NFD) ratio improved to 8.3% (vs. 7.6% in FY-2022).

Over H1-2023, URW raised €653 Mn (€721 Mn on a proportionate basis) of medium to long-term funds in the mortgage and bank markets (including credit facility renewals), further strengthening its liquidity position.

On June 26, 2023, the Group successfully completed an any-and-all par-for-par Exchange Offer on its €1.25 Bn hybrid Perp-NC23 notes ("Old Notes") into a combination of (i) new Euro denominated Perp-NC28 hybrid notes with a coupon of 7.25% ("New Notes") and (ii) a cash amount when applicable. The first of its kind by a corporate issuer, the Exchange Offer had a participation rate of 92%, corresponding to €1.15 Bn of Old Notes exchanged on July 3, 2023 into €995 Mn New Notes and €155 Mn of cash paid (the Cash Amount).

20 i.e. the disposal of Novotel Lyon Confluence and Westfield Mission Valley as well as the sale or foreclosure of Westfield Valencia Town Center and San Francisco Centre.

21 On an IFRS basis and on last 12 months basis.

Accordingly, the Group's overall hybrid portfolio will decrease to €1,845 Mn (corresponding to a reduction of 7.76%).

The Group's liquidity position reached €11.9 Bn (€12.0 Bn on a proportionate basis) including cash on hand of €3.8 Bn (€4.0 Bn on a proportionate basis), allowing the Group to fully secure its debt maturities for more than the next 36 months.

The Group's average debt maturity22 stood at 8.0 years.

The Group's average cost of debt decreased from 2.0% to 1.8%, representing a blended average cost of 1.3% for Euro denominated debt and 3.9% for USD and GBP denominated debt, as a result of improved cash remuneration on its increasing cash position and a stable cost of gross debt thanks to hedges in place.

ESG

URW is on track to meet its Better Places 2030 targets, including reducing carbon emissions across its value chain by 50% between 2015 and 2030. The Group is committed to contributing to global carbon neutrality and will present a step-change update to its plan in H2-2023, with a view to establishing new commitments.

In H1-2023, the Group pursued the implementation of its renewable energy infrastructure strategy with the delivery of photovoltaic plants at Centrum Cerny Most in Czech Republic. The Group's total installed capacity of on-site renewable energy stands at 17 MW, well above the 2025 target set in 2016 of 6.9 MW.

In April 2023, the Group launched the first edition of Westfield Good Festival throughout the 22 European Westfield malls, enabling retailers to display their sustainability initiatives and visitors to access information on sustainability and circularity.

2023 GUIDANCE

In view of the H1-2023 strong operating performance dynamic, the deleveraging progress in line with guidance, the controlled cost of debt, the reduced general expenses and the visibility on the terms of the hybrid, 2023 AREPS will be at the upper end of the Group's guidance23 of €9.30 to €9.50.

22 Considering the undrawn credit lines (subject to covenants) and cash on hand.

23 The Group assumes no major US disposals which are part of URW radical reduction of US financial exposure, no major energyrelated restrictions and no major deterioration to the macro-economic and geopolitical environment.

FINANCIAL SCHEDULE

The next financial events on the Group's calendar will be: October 10, 2023: Sustainability Investor Event October 26, 2023: Q3 trading update February 8, 2024: FY-2023 results

For further information, please contact:

Investor Relations Meriem Delfi +33 7 63 45 59 77 [email protected]

Gonzague Montigny +33 6 10 95 85 84 [email protected]

Media Relations UK/Global: Cornelia Schnepf – Finelk +44 7387 108 998 [email protected]

France: Sonia Fellmann – PLEAD +33 6 27 84 91 30 [email protected]

United States: Molly Morse – Kekst CNC + 1 212 521 4826 [email protected]

About Unibail-Rodamco-Westfield

Unibail-Rodamco-Westfield is an owner, developer and operator of sustainable, high-quality real estate assets in the most dynamic cities in Europe and the United States.

The Group operates 75 shopping centres in 12 countries, including 39 which carry the iconic Westfield brand. These centres attract over 900 million visits annually and provide a unique platform for retailers and brands to connect with consumers. URW also has a portfolio of high-quality offices, 10 convention and exhibition venues in Paris, and a €3 Bn development pipeline of mainly mixed-use assets. Currently, its €51 Bn portfolio is 87% in retail, 6% in offices, 5% in convention and exhibition venues, and 2% in services (as at June 30, 2023).

URW is a committed partner to major cities on urban regeneration projects, through both mixed-use development and the retrofitting of buildings to industry-leading sustainability standards. These commitments are enhanced by the Group's Better Places 2030 agenda, which strives to make a positive environmental, social and economic impact on the cities and communities where URW operates.

URW's stapled shares are listed on Euronext Paris (Ticker: URW), with a secondary listing in Australia through Chess Depositary Interests. The Group benefits from a BBB+ rating from Standard & Poor's and from a Baa2 rating from Moody's.

For more information, please visit www.urw.com

APPENDIX TO THE PRESS RELEASE July 27, 2023

CONSOLIDATED FINANCIAL STATEMENTS (IFRS):

1. Consolidated statement of comprehensive income p 3
2. EPRA and Adjusted Recurring Earnings per Share p 4
3. Consolidated statement of financial position p 5
4. Consolidated statement of cash flows p 6

FINANCIAL STATEMENTS ON A PROPORTIONATE BASIS:

1. Consolidated income statement p 8
2. Consolidated income statement
by segment
and country
p 9
3. Consolidated income statement by segment and region p
11
4. Consolidated statement
of financial position
p 12

MANAGEMENT DISCUSSION & ANALYSIS:

1. Business review and
H1-2023
results
p 14
2. Investments and divestments p 38
3. Development projects as at
June 30, 2023
p 40
4. Property portfolio and Net Asset Value as at June 30, 2023 p 44
5. Financial resources p 64
6. EPRA Performance measures p 75

OTHER INFORMATION:

1. Group consolidated data p 84
2. Glossary p 88

Review procedures completed. Statutory auditors' report issued on July 26, 2023.

The press release and its appendix as well as the results presentation slide show can be found on Unibail-Rodamco-Westfield's website www.urw.com

CONSOLIDATED FINANCIAL STATEMENTS (IFRS):

1. Consolidated statement of comprehensive income p 3
2. EPRA and Adjusted Recurring Earnings per Share p 4
3. Consolidated statement of financial position p 5
4. Consolidated statement of cash flows p 6
Condensed consolidated statement of comprehensive income
(€Mn)
H1-2023 H1-2022 2022
Gross rental income 1,178.4 1,091.1 2,231.3
Ground rents paid (20.7)
211.7
(23.2)
190.4
(38.3)
320.5
Service charge income
Service charge expenses
(238.0) (215.8) (384.6)
Property operating expenses (190.5) (130.4) (353.3)
Operating expenses and net service charges (237.4) (179.0) (455.7)
Net rental income 941.0 912.1 1,775.6
Property development and project management revenue 66.0 91.1 162.1
Property development and project management costs (48.3) (74.8) (130.0)
Net property development and project management income 17.7 16.3 32.1
Property services and other activities revenues 134.7 116.4 289.9
Property services and other activities expenses (105.6) (83.6) (211.8)
Net property services and other activities income 29.2 32.8 78.0
Share of the result of companies accounted for using the equity method (146.9) 84.8 (51.8)
Income on financial assets 22.7 13.6 31.0
Contribution of companies accounted for using the equity method (124.2) 98.4 (20.8)
Corporate expenses (92.7) (93.1) (210.4)
Depreciation of other tangible and intangible assets (13.4) (14.8) (32.4)
Administrative expenses (106.2) (107.9) (242.8)
Acquisition and other costs (2.5) (2.8) 2.6
Proceeds from disposal of investment properties 281.7 191.2 1,046.4
Carrying value of investment properties sold (310.4) (155.0) (1,015.5)
Result on disposal of investment properties and loss of control (1) (28.7) 36.1 30.9
Valuation gains on assets 287.0 507.8 403.6
Valuation losses on assets (1,283.4) (695.0) (1,514.2)
Valuation movements on assets (996.4) (187.2) (1,110.6)
Impairment of goodwill (122.0) - -
NET OPERATING RESULT (392.2) 797.8 545.0
Result from non-consolidated companies 2.2 2.2 4.3
Financial income 218.7 109.7 245.3
Financial expenses (443.7) (334.7) (719.3)
Net financing costs (224.9) (225.0) (474.0)
Fair value adjustment of net share settled bonds convertible into new and/or existing
shares (ORNANE) - 0.3 0.3
Fair value adjustments of derivatives, debt and currency effect 68.9 172.1 275.0
Debt discounting 0.1 0.3 0.6
RESULT BEFORE TAX (545.9) 747.8 351.2
Income tax expenses (41.8) (48.8) (62.7)
NET RESULT FOR THE PERIOD (587.7) 699.0 288.5
Net result for the period attributable to:
- The holders of the Stapled Shares (537.8) 601.0 178.2
- External non-controlling interests (49.9) 98.0 110.3
NET RESULT FOR THE PERIOD (587.7) 699.0 288.5
Net result for the period attributable to the holders of the Stapled Shares analysed by
amount attributable to:
- Unibail-Rodamco-Westfield SE members (2) (315.6) 557.0 269.2
- Unibail-Rodamco-Westfield N.V. members (2) (222.2) 44.0 (91.0)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE (537.8) 601.0 178.2
STAPLED SHARES
Average number of shares (undiluted) 138,889,152 138,666,999 138,717,455
Net result for the period (Holders of the Stapled Shares) (537.8) 601.0 178.2
Net result for the period per share (Holders of the Stapled Shares) (€) (3.87) 4.33 1.28
Net result for the period restated (Holders of the Stapled Shares) (3) (537.8) 600.7 177.9
Average number of shares (diluted) 139,834,285 139,411,737 139,450,787
Diluted net result per share (Holders of the Stapled Shares) (€) (4) (3.87) 4.31 1.28
NET COMPREHENSIVE INCOME (€Mn) H1-2023 H1-2022 2022
NET RESULT FOR THE PERIOD (587.7) 699.0 288.5
Foreign currency differences on translation of financial statements of subsidiaries and 417.9 125.2
net investments in these subsidiaries (214.1)
Other comprehensive income that may be subsequently recycled to profit or loss (214.1) 417.9 125.2
Employee benefits - - 2.0
Fair Value of Financial assets (0.5) 0.2 (9.3)
Other comprehensive income not subsequently recyclable to profit or loss (0.5) 0.2 (7.3)
OTHER COMPREHENSIVE INCOME (214.6) 418.2 117.9
NET COMPREHENSIVE INCOME (802.3) 1,117.2
98.0
406.4
109.9
- External non-controlling interests
NET COMPREHENSIVE INCOME (HOLDERS OF THE STAPLED SHARES)
(49.9)
(752.4)
1,019.2 296.5

(1) The result on disposal of investment properties and loss of control includes both the result on disposal of assets and the result on disposal of shares.

(2) The allocation between URW SE and URW NV members of the Net Result for the period attributable to the holders of the Stapled Shares was restated in H1-2022 following a reclassification between URW SE (Non-controlling interests) and Owners of URW NV shares in the URW NV consolidated accounts.

(3) The impact of the fair value of the ORNANE and the related financial expenses are restated from the net result of the period if it has a dilutive impact.

(4) In case of a negative net result for the period, the diluted net result per share is equal to the net result for the period per share.

Recurring Earnings per share H1-2023 H1-2022 2022
Net Result of the period attributable to the holders of the Stapled Shares (€Mn) (537.8) 601.0 178.2
Adjustments to calculate EPRA Recurring Earnings, exclude:
(i) Changes in value of investment properties, development properties held for investment and other interests (996.4) (187.2) (1,110.6)
(ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests (28.7) 36.1 30.9
(iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties - - -
(iv) Tax on profits or losses on disposals - - (3.6)
(v) Impairment of goodwill (122.0) - -
(vi) Changes in fair value of financial instruments and associated close-out costs 69.0 172.8 275.9
(vii) Acquisition and other costs on share deals and non-controlling joint venture interests (2.5) (2.8) 2.6
(viii) Deferred tax in respect of EPRA adjustments (15.4) (12.8) 0.5
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) (352.4) (132.6) (472.4)
(x) External non-controlling interests in respect of the above 153.8 16.9 115.7
EPRA Recurring Earnings 756.9 710.6 1,339.3
Coupon on the Hybrid Securities (23.9) (23.9) (48.1)
Adjusted Recurring Earnings 733.0 686.7 1,291.2
Average number of shares 138,889,152 138,666,999 138,717,455
EPRA Recurring Earnings per Share (REPS) €5.45 €5.12 €9.66
EPRA Recurring Earnings per Share growth 6.3% 50.4% 33.1%
Adjusted Recurring Earnings per Share (AREPS) €5.28 €4.95 €9.31
Adjusted Recurring Earnings per Share growth 6.6% 53.1% 34.7%
Condensed consolidated Statement of financial position
(€Mn)
June 30, 2023 Dec. 31, 2022
NON-CURRENT ASSETS 48,572.0 50,177.5
Investment properties 38,116.9 38,993.4
Investment properties at fair value 37,698.6 37,830.8
Investment properties at cost 418.3 1,162.6
Shares and investments in companies accounted for using the equity method 7,387.8 7,927.1
Other tangible assets 124.4 137.3
Goodwill 957.2 1,079.2
Intangible assets 839.4 820.5
Investments in financial assets 327.2 365.2
Deferred tax assets 22.8 23.8
Derivatives at fair value 796.4 831.0
CURRENT ASSETS 5,379.3 4,458.5
Properties or shares held for sale 199.7 -
Inventories 52.5 44.4
Trade receivables from activity 562.0 463.9
Tax receivables 163.5 174.9
Other receivables 572.8 446.2
Cash and cash equivalents 3,828.8 3,329.1
TOTAL ASSETS 53,951.3 54,636.0
16,419.3 17,188.7
Equity attributable to the holders of the Stapled Shares 695.2 693.8
Share capital 13,491.1 13,487.3
Additional paid-in capital
Consolidated reserves
2,847.4 2,692.0
Hedging and foreign currency translation reserves (76.7) 137.4
Consolidated result (537.8) 178.2
- Equity attributable to Unibail-Rodamco-Westfield SE members 16,947.4 17,478.4
(528.1) (289.7)
- Equity attributable to Unibail-Rodamco-Westfield N.V. members
Hybrid securities 1,833.3 1,988.5
External non-controlling interests 3,654.4 3,771.1
TOTAL SHAREHOLDERS' EQUITY
NON-CURRENT LIABILITIES
21,907.0
28,744.4
22,948.2
29,002.7
29.7 39.4
Non-current commitment to external non-controlling interests 24,510.3
Non-current bonds and borrowings
Non-current lease liabilities
930.9 24,778.2
843.3
Derivatives at fair value 1,035.4 1,097.4
Deferred tax liabilities 1,817.7 1,828.8
Non-current provisions 68.3 67.7
Guarantee deposits 221.4 218.2
Amounts due on investments 33.5 39.1
Other non-current liabilities 97.2 90.6
CURRENT LIABILITIES 3,299.9 2,685.1
178.9
Liabilities directly associated with properties or shares classified as held for sale
Current commitment to external non-controlling interests
4.5 -
5.4
Amounts due to suppliers and other creditors 1,185.5 1,147.2
Amounts due to suppliers 252.9 240.5
Amounts due on investments 483.9 411.3
Sundry creditors 448.7 495.4
Other current liabilities 698.4 718.2
Current borrowings and amounts due to credit institutions 1,143.6 725.7
Current lease liabilities 59.7 55.6
Current provisions 29.3 33.0
TOTAL LIABILITIES AND EQUITY 53,951.3 54,636.0
Consolidated statement of cash flows
(€Mn)
H1-2023 H1-2022 2022
OPERATING ACTIVITIES
Net result (587.7) 699.0 288.5
Depreciation & provisions (1) 7.4 (15.4) 15.1
Impairment of goodwill 122.0 - -
Changes in value of property assets 996.4 187.2 1,110.6
Changes in value of financial instruments (69.0) (172.7) (275.9)
Charges and income relating to stock options and similar items 9.2 9.8 17.8
Net capital gains/losses on disposal of investment properties (2) 28.7 (36.1) (30.9)
Share of the result of companies accounted for using the equity method 146.9 (84.8) 51.8
Income on financial assets (22.7) (13.6) (31.0)
Dividend income from non-consolidated companies (2.2) (2.2) (4.3)
Net financing costs 224.9 225.0 474.0
Income tax charge (income) 41.8 48.8 62.7
Cash flow before net financing costs and tax 895.7 845.0 1,678.4
Income on financial assets 22.7 13.6 31.0
Dividend income and result from companies accounted for using the equity method or non-consolidated (3) 198.7 211.7 662.1
Income tax paid (33.6) (33.0) (64.7)
Change in working capital requirement (160.5) 90.4 129.4
TOTAL CASH FLOW FROM OPERATING ACTIVITIES 923.0 1,127.7 2,436.2
INVESTMENT ACTIVITIES
Property activities (229.9) 99.5 297.0
Acquisition of subsidiaries, net of cash acquired (72.9) - -
Amounts paid for works and acquisition of property assets (438.2) (411.9) (904.8)
Repayment of property financing 44.3 5.6 25.5
Increase of property financing (55.1) (80.7) (143.3)
Disposal of shares (2.0) 522.3 734.1
Disposal of investment properties 294.0 64.2 585.5
Financial activities (2.6) (10.8) (16.2)
Acquisition of financial assets (3.6) (11.4) (17.2)
Repayment of financial assets 1.0 0.6 1.0
Change in financial assets - -
TOTAL CASH FLOW FROM INVESTMENT ACTIVITIES (232.5) 88.7 -
280.8
FINANCING ACTIVITIES
Capital increase of parent company 5.1 4.6 4.6
Change in capital from companies with non-controlling shareholders 7.0 - -
Dividends paid to non-controlling shareholders of consolidated companies (71.1) (57.3) (76.2)
Coupon on the Hybrid Securities (21.6) (21.6) (48.1)
New borrowings and financial liabilities 723.1 442.3 908.8
Repayment of borrowings and financial liabilities (522.1) (1,325.6) (1,879.0)
Financial income 213.3 146.9 261.5
Financial expenses (532.4) (438.4) (690.0)
Other financing activities 14.8 (68.3) (124.4)
TOTAL CASH FLOW FROM FINANCING ACTIVITIES (183.9) (1,317.4) (1,642.8)
Change in cash and cash equivalents during the period 506.6 (101.0) 1,074.2
Net cash and cash equivalents at the beginning of the year 3,321.2 2,239.7 2,239.7
Effect of exchange rate fluctuations on cash held (13.2) (5.1) 7.3
Net cash and cash equivalents at period-end 3,814.6 2,133.6 3,321.2

(1) Includes straightlining of key money and lease incentives.

(2) Includes capital gain/losses on property sales, disposals of short-term investments and disposals of operating assets.

(3) In H1-2023, includes €29.0 Mn of distributions made by US companies accounted for using the equity method, following the disposal of their assets.

FINANCIAL STATEMENTS ON A PROPORTIONATE BASIS1 :

1. Consolidated income statement p 8
2. Consolidated income statement
by segment
and country
p 9
3. Consolidated income statement by segment and region p
11
4. Consolidated statement of financial position p 12

1 The financial statements include on a proportionate basis the financial statements of the joint-controlled entities, which are accounted for using the equity method under IFRS. Unibail-Rodamco-Westfield ("URW" or "the Group") believes that these financial statements on a proportionate basis give stakeholders a better understanding of its underlying operations and the joint-controlled entities, as they represent a significant part of the Group's operations in the US and the UK. The Group has structured its internal operational and financial reporting according to this proportionate format.

Consolidated income statement
(€Mn)
H1-2023
IFRS
Proportionate Total
H1-2023
Proportionate
H1-2022
IFRS
Proportionate Total
H1-2022
Proportionate
2022
IFRS
Proportionate Total
2022
Proportionate
Gross rental income 1,178.4 274.5 1,452.9 1,091.1 288.6 1,379.7 2,231.3 601.1 2,832.4
Ground rents paid (20.7) (0.5) (21.1) (23.2) (0.6) (23.8) (38.3) (1.4) (39.7)
Service charge income 211.7 30.1 241.8 190.4 35.6 226.0 320.5 68.1 388.6
Service charge expenses (238.0) (43.0) (281.0) (215.8) (42.0) (257.8) (384.6) (87.1) (471.7)
Property operating expenses (190.5) (49.9) (240.4) (130.4) (54.3) (184.8) (353.3) (129.9) (483.1)
Operating expenses and net service charges (237.4) (63.3) (300.7) (179.0) (61.3) (240.4) (455.7) (150.4) (606.0)
Net rental income 941.0 211.2 1,152.1 912.1 227.3 1,139.3 1,775.6 450.7 2,226.3
Property development and project management revenue 66.0 - 66.0 91.1 - 91.1 162.1 - 162.1
Property development and project management costs (48.3) - (48.3) (74.8) - (74.8) (130.0) - (130.0)
Net property development and project management income 17.7 - 17.7 16.3 - 16.3 32.1 - 32.1
Property services and other activities revenues 134.7 (0.0) 134.7 116.4 (0.4) 116.0 289.9 0.0 289.9
Property services and other activities expenses (105.6) (0.0) (105.6) (83.6) (0.1) (83.6) (211.8) (0.1) (212.0)
Net property services and other activities income 29.2 (0.1) 29.1 32.8 (0.5) 32.3 78.0 (0.1) 77.9
Share of the result of companies accounted for using the equity method (146.9) 167.4 20.5 84.8 (17.4) 67.4 (51.8) 161.0 109.2
Income on financial assets 22.7 (8.5) 14.2 13.6 (5.6) 8.0 31.0 (13.1) 18.0
Contribution of companies accounted for using the equity method (124.2) 158.9 34.7 98.4 (23.0) 75.4 (20.8) 147.9 127.2
Corporate expenses (92.7) (2.2) (95.0) (93.1) (2.0) (95.0) (210.4) (4.0) (214.4)
Depreciation of other tangible and intangible assets (13.4) - (13.4) (14.8) - (14.8) (32.4) - (32.4)
Administrative expenses (106.2) (2.2) (108.4) (107.9) (2.0) (109.9) (242.8) (4.0) (246.8)
Acquisition and other costs (2.5) (0.0) (2.5) (2.8) (0.0) (2.8) 2.6 - 2.6
Proceeds from disposal of investment properties 281.7 27.9 309.6 191.2 65.9 257.1 1,046.4 497.4 1,543.8
Carrying value of investment properties sold
Result on disposal of investment properties and loss of control (1)
(310.4)
(28.7)
(30.7)
(2.8)
(341.2)
(31.5)
(155.0)
36.1
(45.6)
20.3
(200.7)
56.4
(1,015.5)
30.9
(535.1)
(37.7)
(1,550.6)
(6.8)
Valuation gains on assets 287.0 58.8 345.8 507.8 36.2 544.0 403.6 78.4 482.0
Valuation losses on assets (1,283.4) (396.7) (1,680.1) (695.0) (232.9) (927.8) (1,514.2) (588.1) (2,102.3)
Valuation movements on assets (996.4) (337.9) (1,334.3) (187.2) (196.6) (383.8) (1,110.6) (509.7) (1,620.3)
Impairment of goodwill (122.0) - (122.0) - - - - - -
NET OPERATING RESULT (392.2) 27.0 (365.2) 797.8 25.4 823.2 545.0 47.1 592.1
Result from non-consolidated companies 2.2 0.0 2.2 2.2 (0.0) 2.2 4.3 (0.0) 4.3
Financial income 218.7 3.4 222.2 109.7 0.4 110.1 245.3 (0.1) 245.2
Financial expenses (443.7) (26.6) (470.3) (334.7) (25.3) (360.0) (719.3) (50.0) (769.3)
Net financing costs (224.9) (23.2) (248.2) (225.0) (24.9) (249.9) (474.0) (50.1) (524.1)
Fair value adjustment of net share settled bonds convertible into new and/or
existing shares (ORNANE)
- - - 0.3 - 0.3 0.3 - 0.3
Fair value adjustments of derivatives, debt and currency effect 68.9 (4.0) 64.9 172.1 6.5 178.7 275.0 7.2 282.2
Debt discounting 0.1 - 0.1 0.3 - 0.3 0.6 - 0.6
RESULT BEFORE TAX (545.9) (0.2) (546.1) 747.8 7.0 754.8 351.2 4.2 355.4
Income tax expenses (41.8) 0.2 (41.6) (48.8) (7.0) (55.8) (62.7) (4.2) (66.9)
NET RESULT FOR THE PERIOD (587.7) 0.0 (587.7) 699.0 (0.0) 699.0 288.5 0.0 288.5
Net result for the period attributable to:
- The holders of the Stapled Shares (537.8) - (537.8) 601.0 - 601.0 178.2 - 178.2
- External non-controlling interests (49.9) - (49.9) 98.0 - 98.0 110.3 - 110.3
NET RESULT FOR THE PERIOD (587.7) - (587.7) 699.0 - 699.0 288.5 - 288.5

(1) The result on disposal of investment properties and loss of control includes both the result on disposal of assets and the result on disposal of shares.

Note: The columns "Proportionate" reflect the impact of proportional consolidation instead of the equity method required by IFRS 11 of the URW jointly controlled assets.

H1-2023 H1-2022
Net result by segment on a proportionate basis Recurring
(€Mn) Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result
Gross rental income 313.1 - 313.1 285.7 - 285.7 569.7 - 569.7
Operating expenses and net service charges (36.0) - (36.0) (25.7) - (25.7) (62.6) - (62.6)
Net rental income 277.1 - 277.1 260.0 - 260.0 507.0 - 507.0
FRANCE Contribution of companies accounted for using the equity method 18.9 (13.3) 5.6 14.1 39.5 53.6 29.1 65.8 94.8
Gains/losses on sales of properties
Valuation movements on assets
- (0.3)
(338.7)
(0.3)
(338.7)
- (0.9)
6.2
(0.9)
6.2
- (4.3)
(125.4)
(4.3)
(125.4)
Impairment of goodwill -
-
(84.8) (84.8) -
-
- - - -
-
-
Result from operations Shopping Centres France 296.0 (437.0) (141.0) 274.1 44.8 319.0 536.1 (64.0) 472.1
Gross rental income 95.4 - 95.4 90.5 - 90.5 206.7 - 206.7
Operating expenses and net service charges
Net rental income
(11.0)
84.4
-
-
(11.0)
84.4
(7.3)
83.2
-
-
(7.3)
83.2
(18.4)
188.3
-
-
(18.4)
188.3
Contribution of companies accounted for using the equity method - - - - - - -
-
-
SPAIN Gains/losses on sales of properties - (0.0) (0.0) - (0.0) (0.0) - (0.0) (0.0)
Valuation movements on assets - (88.2) (88.2) - 34.2 34.2 - (19.0) (19.0)
Impairment of goodwill
Result from operations Shopping Centres Spain
-
84.4
-
(88.3)
-
(3.9)
-
83.2
-
34.2
-
117.4
188.3 -
-
(19.0)
-
169.4
Gross rental income 395.8 - 395.8 410.1 - 410.1 860.4 - 860.4
Operating expenses and net service charges (119.7) - (119.7) (117.5) - (117.5) (281.6) - (281.6)
Net rental income 276.1 - 276.1 292.6 - 292.6 578.8 - 578.8
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
- -
(24.3)
-
(24.3)
1.5 (21.5)
30.4
(20.0)
30.4
0.6 (30.6)
(23.0)
(30.1)
(23.0)
UNITED STATES Valuation movements on assets -
-
(432.1) (432.1) -
-
(375.2) (375.2) -
-
(711.9) (711.9)
Impairment of goodwill - - - - - - -
-
-
Result from operations Shopping Centres United States 276.1 (456.4) (180.3) 294.1 (366.4) (72.2) 579.4 (765.5) (186.2)
Gross rental income
Operating expenses and net service charges
127.5
7.2
- 127.5
7.2
114.2
4.7
- 114.2
4.7
221.3
(4.1)
- 221.3
(4.1)
Net rental income 134.6 -
-
134.6 118.9 -
-
118.9 217.2 -
-
217.2
Contribution of companies accounted for using the equity method 23.8 9.8 33.6 18.3 15.6 33.9 30.4 26.0 56.4
CENTRAL
EUROPE
Gains/losses on sales of properties - 1.0 1.0 - (0.3) (0.3) - (3.5) (3.5)
Valuation movements on assets - 104.2 104.2 - 116.0 116.0 - 72.8 72.8
Impairment of goodwill
Result from operations Shopping Centres Central Europe
-
158.4
-
114.9
-
273.4
-
137.2
-
131.3
-
268.5
247.6 -
-
95.4
-
343.0
Gross rental income 77.1 - 77.1 72.5 - 72.5 137.3 - 137.3
SHOPPING CENTRES Operating expenses and net service charges (17.9) - (17.9) (16.2) - (16.2) (27.8) - (27.8)
AUSTRIA Net rental income
Contribution of companies accounted for using the equity method
59.1 - 59.1 56.3 - 56.3 109.5 - 109.5
Gains/losses on sales of properties -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Valuation movements on assets - (75.5) (75.5) - 16.3 16.3 - (51.6) (51.6)
Impairment of goodwill - - - - - - -
-
-
Result from operations Shopping Centres Austria
Gross rental income
59.1
75.0
(75.5)
-
(16.3)
75.0
56.3
69.2
16.3
-
72.5
69.2
109.5
136.9
(51.6)
-
57.9
136.9
Operating expenses and net service charges (9.5) - (9.5) (0.9) - (0.9) (8.8) - (8.8)
Net rental income 65.5 - 65.5 68.3 - 68.3 128.1 - 128.1
Contribution of companies accounted for using the equity method 1.4 (5.5) (4.2) 1.4 2.3 3.7 2.5 (3.5) (1.1)
GERMANY Gains/losses on sales of properties
Valuation movements on assets
-
-
(1.5)
(73.2)
(1.5)
(73.2)
-
-
(0.5)
(201.0)
(0.5)
(201.0)
-
-
11.1
(282.1)
11.1
(282.1)
Impairment of goodwill - (37.2) (37.2) - - - -
-
-
Result from operations Shopping Centres Germany 66.8 (117.5) (50.6) 69.7 (199.2) (129.6) 130.6 (274.5) (143.9)
Gross rental income 60.5 - 60.5 58.6 - 58.6 118.5 - 118.5
Operating expenses and net service charges
Net rental income
(4.8)
55.7
-
-
(4.8)
55.7
(7.0)
51.5
-
-
(7.0)
51.5
(19.7)
98.8
-
-
(19.7)
98.8
NORDICS Contribution of companies accounted for using the equity method - - - - - - -
-
-
Gains/losses on sales of properties - (0.1) (0.1) - 23.4 23.4 - 22.9 22.9
Valuation movements on assets
Impairment of goodwill
- (84.4) (84.4) - 5.3 5.3 - (49.1) (49.1)
Result from operations Shopping Centres Nordics -
55.7
-
(84.5)
-
(28.9)
-
51.5
-
28.7
-
80.2
98.8 -
-
(26.3)
-
72.6
Gross rental income 48.4 - 48.4 50.8 - 50.8 93.7 - 93.7
NETHERLANDS Operating expenses and net service charges (9.0) - (9.0) (5.9) - (5.9) (17.0) - (17.0)
Net rental income
Contribution of companies accounted for using the equity method
39.3
-
-
-
39.3
-
44.9
-
-
-
44.9
-
76.8 -
-
-
76.8
-
THE Gains/losses on sales of properties - 0.1 0.1 - 0.0 0.0 - (10.0) (10.0)
Valuation movements on assets - (39.5) (39.5) - 19.6 19.6 - (3.9) (3.9)
Impairment of goodwill - - - - - - -
-
-
Result from operations Shopping Centres The Netherlands
Gross rental income
39.3
113.4
(39.4)
-
(0.0)
113.4
44.9
96.9
19.6
-
64.5
96.9
76.8
198.4
(13.9)
-
62.9
198.4
Operating expenses and net service charges (46.7) - (46.7) (36.8) - (36.8) (82.2) - (82.2)
Net rental income (2) 66.8 - 66.8 60.0 - 60.0 116.3 - 116.3
Contribution of companies accounted for using the equity method - - - - - - -
-
-
Gains/losses on sales of properties
Valuation movements on assets
-
-
-
(30.1)
-
(30.1)
-
-
-
(53.2)
-
(53.2)
- -
-
(145.7)
-
(145.7)
UNITED KINGDOM Impairment of goodwill - - - - - - -
-
-
Result from operations Shopping Centres United Kingdom 66.8 (30.1) 36.6 60.0 (53.2) 6.9 116.3 (145.7) (29.4)
TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES 1,102.6 (1,213.7) (111.1) 1,071.1 (343.9) 727.2 2,083.3 (1,265.1) 818.3

(1) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items. (2) Following a change in classification of one building from retail to office, H1-2022 and 2022 figures have been restated.

Net result by segment on a proportionate basis
(€Mn)
H1-2023 H1-2022 2022
Recurring
activities
Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result
Gross rental income 34.0 - 34.0 27.3 - 27.3 58.7 - 58.7
Operating expenses and net service charges (2.1) - (2.1) (1.9) - (1.9) (5.2) - (5.2)
Net rental income 31.9 - 31.9 25.4 - 25.4 53.5 - 53.5
Contribution of companies accounted for using the equity method 0.1 (0.3) (0.3) (0.0) 4.2 4.2 (0.2) 7.2 7.1
FRANCE Gains/losses on sales of properties - (6.0) (6.0) - (0.2) (0.2) - (0.3) (0.3)
Valuation movements on assets - (173.6) (173.6) - 49.1 49.1 - (123.7) (123.7)
Impairment of goodwill -
-
- - - - -
-
-
Result from operations Offices & Others France 32.0 (179.9) (147.9) 25.4 53.1 78.5 53.3 (116.8) (63.5)
OFFICES & OTHERS Gross rental income 13.1 - 13.1 14.5 - 14.5 28.1 - 28.1
Operating expenses and net service charges (3.8) - (3.8) (4.3) - (4.3) (8.4) - (8.4)
Net rental income (2) 9.3 - 9.3 10.2 - 10.2 19.7 - 19.7
COUNTRIES
OTHER
Contribution of companies accounted for using the equity method 0.0 - 0.0 - - - -
-
-
Gains/losses on sales of properties - (0.5) (0.5) - 4.5 4.5 - 0.3 0.3
Valuation movements on assets - (63.0) (63.0) - 4.0 4.0 - (96.0) (96.0)
Impairment of goodwill -
-
- - - - -
-
-
Result from operations Offices & Others Other countries 9.3 (63.5) (54.2) 10.2 8.5 18.7 19.7 (95.7) (76.1)
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS 41.3 (243.4) (202.1) 35.6 61.6 97.2 73.0 (212.5) (139.5)
Gross rental income 99.5 - 99.5 89.5 - 89.5 202.6 - 202.6
Operating expenses and net service charges (47.2)
52.3
- (47.2)
52.3
(21.6)
67.9
- (21.6)
67.9
(70.3)
132.3
- (70.3)
132.3
Net rental income 18.8 - 18.8 26.6 - 26.6 57.9 - 57.9
EXHIBITION FRANCE On-site property services net income - - -
Contribution of companies accounted for using the equity method -
-
(46.3)
-
(46.3)
- -
(23.0)
-
(23.0)
-
-
(69.7)
-
(69.7)
CONVENTION & Valuation movements, depreciation, capital gains
Impairment of goodwill
- - -
TOTAL RESULT FROM OPERATIONS C&E 71.1 -
-
(46.3)
-
24.8
-
94.5
-
(23.0)
-
71.5
190.2 -
-
(69.7)
-
120.5
Net property development and project management income 17.7 - 17.7 16.3 - 16.3 32.1 - 32.1
Other property services net income 19.4 0.0 19.4 16.7 - 16.7 44.8 (0.0) 44.8
Impairment of goodwill related to the property services -
-
- - - - -
-
-
Corporate expenses (95.0) - (95.0) (95.0) - (95.0) (214.4) - (214.4)
Acquisition and other costs - (2.5) (2.5) - (2.8) (2.8) - 2.6 2.6
-
-
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS 1,157.1 (1,506.0) (348.9) 1,139.2 (308.1) 831.1 2,209.0 (1,544.7) 664.2
Depreciation and impairment of tangible and intangible assets (22.5) 6.3 (16.3) (25.9) 18.0 (7.9) (57.2) (14.9) (72.1)
NET OPERATING RESULT 1,134.5 (1,499.7) (365.2) 1,113.3 (290.1) 823.2 2,151.8 (1,559.7) 592.1
Result from non consolidated companies 2.2 - 2.2 2.2 - 2.2 4.3 - 4.3
Financing result (248.2) 65.0 (183.1) (249.9) 179.3 (70.6) (524.1) 283.1 (241.0)
RESULT BEFORE TAX 888.6 (1,434.7) (546.1) 865.6 (110.8) 754.8 1,632.0 (1,276.6) 355.4
Income tax expenses (27.9) (13.8) (41.6) (40.1) (15.7) (55.8) (66.6) (0.3) (66.9)
NET RESULT FOR THE PERIOD 860.7
(103.9)
(1,448.4)
153.8
(587.7)
49.9
825.5 (126.5)
16.9
699.0 1,565.4 (1,276.9)
115.7
288.5
External non-controlling interests (114.9) (98.0) (226.0) (110.3)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED
SHARES
756.9 (1,294.6) (537.8) 710.6 (109.6) 601.0 1,339.3 (1,161.1) 178.2

(1) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items. (2) Following a change in classification of one building from retail to office, H1-2022 and 2022 figures have been restated.

H1-2023 H1-2022 2022
Net result by segment on a proportionate basis
(€Mn)
Recurring
activities
Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result Recurring
activities
Non-recurring
activities (1)
Result
SHOPPING CENTRES SOUTHERN EUROPE Gross rental income
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
408.6
(47.1)
361.5
18.9
-
-
-
-
-
-
(13.3)
(0.3)
(426.9)
(84.8)
408.6
(47.1)
361.5
5.6
(0.3)
(426.9)
(84.8)
376.2
(33.0)
343.2
14.1
-
-
-
-
-
-
39.5
(0.9)
40.4
-
376.2
(33.0)
343.2
53.6
(0.9)
40.4
776.4
(81.0)
695.4
29.1
-
-
-
-
-
-
65.8
(4.3)
(144.4)
-
-
776.4
(81.0)
695.4
94.8
(4.3)
(144.4)
-
UNITED STATES Result from operations Shopping Centres Southern Europe
Gross rental income
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
380.4
395.8
(119.7)
276.1
-
-
(525.3)
-
-
-
-
-
(24.3)
(432.1)
-
-
(144.9)
395.8
(119.7)
276.1
-
(24.3)
(432.1)
-
357.3
410.1
(117.5)
292.6
1.5
-
-
-
79.0
-
-
-
(21.5)
30.4
(375.2)
-
436.3
410.1
(117.5)
292.6
(20.0)
30.4
(375.2)
724.4
860.4
(281.6)
578.8
0.6
-
-
-
(82.9)
-
-
-
(30.6)
(23.0)
(711.9)
-
-
641.5
860.4
(281.6)
578.8
(30.1)
(23.0)
(711.9)
-
EASTERN EUROPE
CENTRAL AND
Result from operations Shopping Centres United States
Gross rental income
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
Result from operations Shopping Centres Central and Eastern Europe
276.1
279.5
(20.3)
259.2
25.1
-
-
-
284.4
(456.4)
-
-
-
4.3
(0.5)
(44.5)
(37.2)
(78.0)
(180.3)
279.5
(20.3)
259.2
29.4
(0.5)
(44.5)
(37.2)
206.4
294.1
255.9
(12.4)
243.4
19.7
-
-
-
263.2
(366.4)
-
-
-
17.9
(0.8)
(68.7)
-
(51.7)
(72.2)
255.9
(12.4)
243.4
37.6
(0.8)
(68.7)
211.5
579.4
495.5
(40.7)
454.8
32.8
-
-
-
487.7
(765.5)
-
-
-
22.5
7.6
(260.9)
-
-
(230.7)
(186.2)
495.5
(40.7)
454.8
55.4
7.6
(260.9)
-
256.9
NORTHERN
EUROPE
Gross rental income
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
Result from operations Shopping Centres Northern Europe
108.9
(13.9)
95.0
-
-
95.0
-
-
-
-
-
0.0
(123.9)
-
-
(123.9)
108.9
(13.9)
95.0
0.0
(123.9)
(28.9)
109.3
(12.9)
96.4
-
-
-
-
-
-
96.4
-
-
-
-
23.5
24.9
-
48.3
109.3
(12.9)
96.4
23.5
24.9
144.8
212.2
(36.7)
175.6
-
-
-
-
175.6
-
-
-
-
-
12.9
(53.0)
-
-
(40.1)
212.2
(36.7)
175.6
-
12.9
(53.0)
-
135.5
UNITED KINGDOM Gross rental income
Operating expenses and net service charges
Net rental income (2)
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
Result from operations Shopping Centres United Kingdom
113.4
(46.7)
66.8
-
66.8
-
-
-
-
-
-
-
(30.1)
-
-
(30.1)
113.4
(46.7)
66.8
-
-
(30.1)
-
36.6
96.9
(36.8)
60.0
-
-
-
-
60.0
-
-
-
-
-
(53.2)
-
(53.2)
96.9
(36.8)
60.0
(53.2)
6.9
198.4
(82.2)
116.3
-
-
-
-
116.3
-
-
-
-
-
-
-
(145.7)
-
-
(145.7)
198.4
(82.2)
116.3
-
-
(145.7)
-
(29.4)
FRANCE TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES
Gross rental income
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
Result from operations Offices & Others France
1,102.6
34.0
(2.1)
31.9
0.1
-
-
32.0
(1,213.7)
-
-
-
(0.3)
(6.0)
(173.6)
-
-
(179.9)
(111.1)
34.0
(2.1)
31.9
(0.3)
(6.0)
(173.6)
-
(147.9)
1,071.1
27.3
(1.9)
25.4
(0.0)
-
-
-
25.4
(343.9)
-
-
-
4.2
(0.2)
49.1
-
53.1
727.2
27.3
(1.9)
25.4
4.2
(0.2)
49.1
78.5
2,083.3
58.7
(5.2)
53.5
(0.2)
-
-
-
53.3
(1,265.1)
-
-
-
7.2
(0.3)
(123.7)
-
-
(116.8)
818.3
58.7
(5.2)
53.5
7.1
(0.3)
(123.7)
-
(63.5)
OFFICES & OTHERS COUNTRIES
OTHER
Gross rental income
Operating expenses and net service charges
Net rental income (2)
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
Result from operations Offices & Others Other countries
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS
13.1
(3.8)
9.3
0.0
-
-
9.3
41.3
-
-
-
-
(0.5)
(63.0)
-
-
(63.5)
(243.4)
13.1
(3.8)
9.3
0.0
(0.5)
(63.0)
-
(54.2)
(202.1)
14.5
(4.3)
10.2
-
-
-
-
10.2
35.6
-
-
-
-
4.5
4.0
-
8.5
61.6
14.5
(4.3)
10.2
4.5
4.0
18.7
97.2
28.1
(8.4)
19.7
-
-
-
-
19.7
73.0
-
-
-
-
-
0.3
(96.0)
-
-
(95.7)
(212.5)
28.1
(8.4)
19.7
-
0.3
(96.0)
-
(76.1)
(139.5)
CONVENTION &
EXHIBITION
FRANCE Gross rental income
Operating expenses and net service charges
Net rental income
On-site property services net income
Contribution of companies accounted for using the equity method
Valuation movements, depreciation, capital gains
Impairment of goodwill
99.5
(47.2)
52.3
18.8
-
-
-
-
-
-
-
(46.3)
-
-
99.5
(47.2)
52.3
18.8
-
(46.3)
-
89.5
(21.6)
67.9
26.6
-
-
-
-
-
-
-
-
(23.0)
-
89.5
(21.6)
67.9
26.6
(23.0)
202.6
(70.3)
132.3
57.9
-
-
-
-
-
-
-
-
-
(69.7)
-
-
202.6
(70.3)
132.3
57.9
-
(69.7)
-
TOTAL RESULT FROM OPERATIONS C&E
Net property development and project management income
Other property services net income
Impairment of goodwill related to the property services
Corporate expenses
Acquisition and other costs
71.1
17.7
19.4
(95.0)
-
(46.3)
-
0.0
-
-
-
(2.5)
24.8
17.7
19.4
-
(95.0)
(2.5)
94.5
16.3
16.7
-
(95.0)
-
(23.0)
-
-
-
-
(2.8)
71.5
16.3
16.7
(95.0)
(2.8)
190.2
32.1
44.8
-
(214.4)
-
(69.7)
-
(0.0)
-
-
-
2.6
120.5
32.1
44.8
-
(214.4)
2.6
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS 1,157.1 (1,506.0) (348.9) 1,139.2 (308.1) 831.1 2,209.0 (1,544.7) 664.2
Depreciation and impairment of tangible and intangible assets (22.5)
1,134.5
6.3
(1,499.7)
(16.3)
(365.2)
(25.9)
1,113.3
18.0
(290.1)
(7.9)
823.2
(57.2)
2,151.8
(14.9)
(1,559.7)
(72.1)
592.1
NET OPERATING RESULT
Result from non consolidated companies
Financing result
2.2
(248.2)
-
65.0
2.2
(183.1)
2.2
(249.9)
-
179.3
2.2
(70.6)
4.3
(524.1)
-
283.1
4.3
(241.0)
RESULT BEFORE TAX
Income tax expenses
NET RESULT FOR THE PERIOD
External non-controlling interests
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE
STAPLED SHARES
888.6
(27.9)
860.7
(103.9)
756.9
(1,434.7)
(13.8)
(1,448.4)
153.8
(1,294.6)
(546.1)
(41.6)
(587.7)
49.9
(537.8)
865.6
(40.1)
825.5
(114.9)
710.6
(110.8)
(15.7)
(126.5)
16.9
(109.6)
754.8
(55.8)
699.0
(98.0)
601.0
1,632.0
(66.6)
1,565.4
(226.0)
1,339.3
(1,276.6)
(0.3)
(1,276.9)
115.7
(1,161.1)
355.4
(66.9)
288.5
(110.3)
178.2

(1) Non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items. (2) Following a change in classification of one building from retail to office, H1-2022 and 2022 figures have been restated.

Consolidated statement of financial position (€Mn) June 30, 2023
IFRS
Proportionate June 30, 2023
Proportionate
Dec. 31, 2022
IFRS
Proportionate Dec. 31, 2022
Proportionate
NON-CURRENT ASSETS 48,572.0 1,525.9 50,097.9 50,177.5 1,823.2 52,000.7
Investment properties 38,116.9 7,539.9 45,656.8 38,993.4 8,365.6 47,359.0
Investment properties at fair value 37,698.6 7,497.6 45,196.2 37,830.8 8,322.2 46,153.0
Investment properties at cost 418.3 42.3 460.6 1,162.6 43.4 1,206.0
Shares and investments in companies accounted for using the equity method 7,387.8 (6,092.9) 1,294.9 7,927.1 (6,630.6) 1,296.5
Other tangible assets 124.4 2.9 127.3 137.3 3.0 140.3
Goodwill 957.2 61.0 1,018.2 1,079.2 61.0 1,140.2
Intangible assets 839.4 - 839.4 820.5 - 820.5
Investments in financial assets 327.2 8.4 335.6 365.2 17.2 382.4
Deferred tax assets 22.8 - 22.8 23.8 - 23.8
Derivatives at fair value 796.4 6.5 802.9 831.0 7.0 838.0
CURRENT ASSETS 5,379.3 649.6 6,028.9 4,458.5 402.6 4,861.1
Properties or shares held for sale 199.7 306.9 506.6 - - -
Inventories 52.5 48.2 100.7 44.4 36.3 80.7
Trade receivables from activity 562.0 102.1 664.1 463.9 132.4 596.3
Tax receivables 163.5 7.7 171.2 174.9 16.9 191.8
Other receivables 572.8 5.5 578.3 446.2 31.7 477.9
Cash and cash equivalents 3,828.8 179.2 4,008.0 3,329.1 185.3 3,514.4
TOTAL ASSETS 53,951.3 2,175.5 56,126.8 54,636.0 2,225.8 56,861.8
Equity attributable to the holders of the Stapled Shares 16,419.3 - 16,419.3 17,188.7 - 17,188.7
Share capital 695.2 - 695.2 693.8 - 693.8
Additional paid-in capital 13,491.1 - 13,491.1 13,487.3 - 13,487.3
Consolidated reserves 2,847.4 - 2,847.4 2,692.0 - 2,692.0
Hedging and foreign currency translation reserves (76.7) - (76.7) 137.4 - 137.4
Consolidated result (537.8) - (537.8) 178.2 - 178.2
- Equity attributable to Unibail-Rodamco-Westfield SE members 16,947.4 - 16,947.4 17,478.4 - 17,478.4
- Equity attributable to Unibail-Rodamco-Westfield N.V. members (528.1) - (528.1) (289.7) - (289.7)
Hybrid securities 1,833.3 - 1,833.3 1,988.5 - 1,988.5
External non-controlling interests 3,654.4 - 3,654.4 3,771.1 - 3,771.1
TOTAL SHAREHOLDERS' EQUITY 21,907.0 - 21,907.0 22,948.2 - 22,948.2
NON-CURRENT LIABILITIES 28,744.4 1,436.1 30,180.5 29,002.7 1,820.7 30,823.4
Non-current commitment to external non-controlling interests 29.7 1.3 31.0 39.4 1.5 40.9
Non-current bonds and borrowings 24,510.3 1,321.2 25,831.5 24,778.2 1,692.3 26,470.5
Non-current lease liabilities 930.9 2.1 933.0 843.3 9.1 852.4
Derivatives at fair value 1,035.4 - 1,035.4 1,097.4 - 1,097.4
Deferred tax liabilities 1,817.7 95.0 1,912.7 1,828.8 97.1 1,925.9
Non-current provisions 68.3 2.6 70.9 67.7 2.7 70.4
Guarantee deposits 221.4 13.8 235.2 218.2 17.9 236.1
Amounts due on investments
Other non-current liabilities
33.5
97.2
0.1 33.6
97.2
39.1
90.6
0.1 39.2
90.6
CURRENT LIABILITIES 3,299.9 -
739.4
4,039.3 2,685.1 -
405.1
3,090.2
178.9 306.9 485.8 - -
Liabilities directly associated with properties or shares classified as held for sale 4.5 1.3 5.8 5.4 0.2 -
5.6
Current commitment to external non-controlling interests
Amounts due to suppliers and other creditors
1,185.5 152.2 1,337.7 1,147.2 160.2 1,307.4
Amounts due to suppliers 252.9 39.8 292.7 240.5 34.4 274.9
Amounts due on investments 483.9 37.2 521.1 411.3 42.2 453.5
Sundry creditors 448.7 75.2 523.9 495.4 83.6 579.0
Other current liabilities 698.4 42.4 740.8 718.2 30.5 748.7
Net share settled bonds convertible into new and/or existing shares (ORNANE) - - - - - -
Current borrowings and amounts due to credit institutions 1,143.6 236.4 1,380.0 725.7 213.4 939.1
Current lease liabilities 59.7 0.2 59.9 55.6 0.7 56.3
Current provisions 29.3 - 29.3 33.0 0.1 33.1
TOTAL LIABILITIES AND EQUITY 53,951.3 2,175.5 56,126.8 54,636.0 2,225.8 56,861.8

Note: The columns "Proportionate" reflect the impact of proportional consolidation instead of the equity method required by IFRS 11 of the URW jointly controlled assets.

MANAGEMENT DISCUSSION & ANALYSIS2 :

1. Business review and H1-2023
results
p 14
2. Investments and divestments p 38
3. Development projects as at
June 30, 2023
p 40
4. Property portfolio and Net Asset Value as at June 30, 2023 p 44
5. Financial resources p 64
6. EPRA Performance measures p 75

2 The Management Discussion & Analysis (MD&A) is based on the Financial statements prepared on a proportionate basis.

1. BUSINESS REVIEW AND H1-2023 RESULTS

I. ACCOUNTING PRINCIPLES AND SCOPE OF CONSOLIDATION

Accounting principles

Unibail-Rodamco-Westfield's ("URW" or "the Group") consolidated financial statements as at June 30, 2023, were prepared in accordance with International Financial Reporting Standards ("IFRS") as applicable in the European Union as at that date.

The Group also prepares financial statements in a proportionate format, in which the joint-controlled entities are accounted for on a proportionate basis, instead of being accounted for using the equity method under IFRS. The business review and results are presented based on the financial statements on a proportionate basis, with no impact on the net results.

Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by management in the current context, including higher inflation, higher interest rates, higher energy and raw material costs, supply chain disruption resulting from uncertain geopolitical and economic environment and difficulties in assessing their impacts and future prospects. In this context, management has taken into account these uncertainties on the basis of reliable information available at the date of the preparation of the consolidated financial statements, particularly with regards to the fair value of investment properties and financial instruments, the estimation of the provision for doubtful debtors, as well as the testing of goodwill and intangible assets.

Due to inherent uncertainties associated with estimates, the Group reviews those estimates based on regularly updated information. Actual results might eventually differ from estimates made at the date of the preparation of the consolidated financial statements.

97% of URW's property portfolio and intangible assets related to the Shopping Centres, Offices & Others, Convention & Exhibition and Services segments were valued by independent appraisers as at June 30, 2023.

Scope of consolidation

The principal changes in the scope of consolidation since December 31, 2022, are:

  • The disposal of Westfield North County in February 2023;
  • The acquisition of the remaining 50% stake in the Croydon Partnership in April 2023;
  • The disposal of Westfield Brandon in May 2023; and
  • The disposal of "V" office building in May 2023.

Operational reporting

URW operates in 9 regions: France, the United States of America ("US"), Central Europe, Spain, the United Kingdom ("UK"), the Nordics, Austria, Germany and The Netherlands. These regions were operationally grouped in 5 main regions, i.e. Southern Europe (France, Spain, Italy), Northern Europe (Sweden, Denmark, The Netherlands), Central and Eastern Europe (Germany, Austria, Poland, Czech Republic, Slovakia), UK and US.

As Southern Europe (France) has substantial activities in all 3 business lines of the Group, this region is itself divided into 3 segments: Shopping Centres, Offices & Others and Convention & Exhibition ("C&E") 3 . The other regions operate almost exclusively in the Shopping Centres segment. In the US, the Group also operates an airport terminals commercial management business.

3 C&E includes the Les Boutiques du Palais retail asset.

II. OPERATING PERFORMANCE

Over the period, the economic situation continued to be impacted by high inflation and further increase in interest rates by Central Banks but a resilient employment market. In this context, URW's assets showed strong activity which goes beyond the post-COVID recovery. Sales and footfall data in the US relate to Flagship assets as these are the core of URW's activities in the US and as Regional assets are being streamlined.

Footfall4 and tenant sales5

European footfall

In Europe, H1-2023 footfall was up +8.3% compared to H1-2022. The Netherlands, Austria and Germany outperformed due to remaining restrictions in Q1-2022. The UK also saw a significant improvement, up +9.2%.

US footfall

In the US, H1-2023 footfall6 increased compared to H1-2022, up +2.7%, reaching 2019 levels.

European tenant sales

H1-2023 sales showed strong performances, outperforming the footfall evolution. In H1-2023, tenant sales were up +10.9% in Europe, with Continental Europe at +11.8% and the UK at +6.8%. Sales in all countries in Continental Europe are above 2019 levels.

In Q2-2023, tenant sales remained strong, with a +7.0% growth, including +7.3% for Continental Europe and +5.8% for the UK.

URW tenant sales growth was well above core inflation of 5.7% in H1-2023 in Europe and national sales indices of +2.6%7 for Europe, demonstrating that URW centres after catching up are now gaining market share.

H1-2023 saw a strong increase in social and experiential activities, with Fitness +35.7%, Entertainment +22.4%, F&B +17.1%, while Health & Beauty and Fashion continued to perform strongly at respectively +17.7% and +9.7%.

US tenant sales

In the US, H1-2023 tenant sales8 increased by +4.6%. Overall, H1-2023 sales came to +16.4% above 2019 levels9 .

This performance compares with a core inflation of 5.4% in H1-2023 and national sales index of +4.3%7 .

The performances in H1-2023 were driven by the experiential sectors with +91.4% for Entertainment, +20.6% for F&B, +10.9% for Fitness and +9.0% for Health & Beauty, while Fashion was slightly down (-2.0%), but +14.0% above 2019. Luxury saw a -6.8% decline but remained significantly (+87.9%) above 2019 levels.

4 Footfall for all centres in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, newly acquired assets and assets under heavy refurbishment (Ursynów, Les Ateliers Gaîté, CNIT, Gropius Passagen and Garbera) or works in the surrounding area (Fisketorvet), excluding Carrousel du Louvre and excluding Zlote Tarasy as this centre is not managed by URW, and excluding in the US, the centres for which no comparable data of the previous year is available. In addition, footfall has been restated from the disposals which occurred during the semester.

5 Tenant sales for all 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 (Ursynów, Les Ateliers Gaîté, CNIT, Gropius Passagen and Garbera) or works in the surrounding area (Fisketorvet), excluding El Corte Inglés sales from Westfield Parquesur and La Vaguada, excluding Zlote Tarasy as this centre is not managed by URW, excluding Carrousel du Louvre and excluding Auto category for Europe and Department Stores for the US. In addition, sales have been restated from the disposals which occurred during the semester. 6 US Flagships only. US Regionals at -1.0%.

7 Based on latest national indices available (year-on-year evolution) as at May 2023: France: INSEE (April); Spain: Instituto Nacional de Estadística; Central Europe: Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat; Germany: Destatis-Genesis; Nordics: Statistikdatabasen (Sweden), Statbank (Denmark); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.

8 US Flagships only. US Regionals at +1.3%.

9 US Flagships only. US Regionals at +0.1% and US CBD assets (Westfield World Trade Center and San Francisco Centre) at -24.8%.

Group footfall and tenant sales summary

The table below summarises the Group's tenant sales growth in H1-2023:

Footfall (%) Tenant Sales (%)
Region H1-2023
vs. H1-2022
H1-2023
vs. H1-2022
National Sales
Index10
France +6.7% +9.8% -2.1%
Spain +4.2% +9.6% +12.0%
Central Europe +7.3% +13.8% +5.3%
Austria +14.8% +18.2% +1.4%
Germany +12.4% +17.8% +2.0%
Nordics +3.4% +5.8% +4.0%
The Netherlands +22.8% NA NA
Total Continental Europe +8.2% +11.8% +2.0%
UK +9.2% +6.8% +5.9%
Total Europe +8.3% +10.9% +2.6%
US Flagships +2.7% +4.6% +4.3%
Total Group11 +7.3% +9.2% +3.1%

Bankruptcies

Bankruptcies have increased in H1-2023 after a record low 2022 but are below H1-2019. Overall, tenant insolvency procedures affected 211 stores in the Group's portfolio in H1-2023 (vs. 102 in H1-2022, 137 in Q1-2023 and 250 in H1- 2019), representing 2.3% of the stores in URW's portfolio (0.9% for H1-2022 and 1.7% in 2022). France was the most impacted country with 56 units subject to insolvency procedures, representing 2.9% of French units. The increase was mainly due to the end of state support which was mitigated by the strong operating performance. Bankruptcies increased in the US but remained low with 49 units, i.e. 1.6% of US units.

84% of bankrupted units saw their tenant still in place and 5% were relet as end of June, the remainder impacting vacancy, mainly in Europe.

Inflation

H1-2023 saw ongoing high inflation, though overall receding, with differences between countries.

URW rents are indexed on a yearly basis in Continental Europe. H1-2023 indexation contribution to like-for-like NRI performance was +6.7%, reflecting 2022 inflation due to the usual time lag between contractual indexation and inflation. In the UK and the US, leases are not tied to actual CPI figures; the Group benefited from inflation through Sales Based Rents.

On a like-for-like basis, SBR12 increased in total by +8.5% in H1-2023 vs. H1-2022, including +59.6% in Continental Europe (+€10.0 Mn), -6.3% in the UK (-€0.4 Mn) and -23.3% in the US (-€5.7 Mn) due to high SBR settlement in H1-2022 and conversion of SBR to MGR in the UK and in the US.

10 Based on latest national indices available (year-on-year evolution) as at May 2023: France: INSEE (April); Spain: Instituto Nacional de Estadística; Central Europe: Polish Council of Shopping Centres (Poland), Český Statistický Úřad (Czech Republic); Austria: Eurostat; Germany: Destatis-Genesis; Nordics: Statistikdatabasen (Sweden), Statbank (Denmark); UK: Office for National Statistics; US: U.S. Bureau of Labor Statistics.

11 Total Group including Europe and US Flagships. Including US Regionals and CBD assets, total URW sales growth was +8.6% compared to H1-2022.

12 Shopping centres, excluding airports.

Rent collection13

As at July 21, 2023, 96% of the Group's invoiced H1-2023 rents and service charges has been collected, both in Europe and in the US. Net of bankruptcies, H1-2023 rent collection stands at 97% in Europe and for the Group.

Q1 rents continued to be collected, reaching 97% compared to 95% as at April 21, 2023, while Q2 rent collection reached 96%, above last year.

Overall H1-2023 rent collection by quarter is shown below14:

Region Rent collection (%)
Q1-2023 Q2-2023 H1-2023
Continental Europe 97% 96% 96%
UK 99% 96% 98%
Total Europe 97% 96% 96%
US 96% 95% 96%
Total URW 97% 96% 96%

Furthermore, during H1-2023 the Group collected €38.9 Mn15 in rents related to 2022, improving its collection rate, which increased from 97% reported for the full year 2022 results to 98% at June 2023.

13 Retail only, assets at 100%. MGR + CAM in the US.

14 Based on cash collection as at July 21, 2023 and assets at 100%.

15 Rent, SBR and service charges at 100% including VAT.

III. BUSINESS REVIEW BY SEGMENT

The Business review by segment presented below has been prepared based on the Group's European perimeter. Section 4 contains the US Business Review. Unless otherwise indicated, all references in Sections 1 to 3 are to URW's European operations and relate to the period ended June 30, 2023.

1. Europe – Shopping Centres

1.1. Activity

Leasing activity16

In H1-2023, URW signed 749 leases (vs. 75517) on standing assets for €123.4 Mn of MGR (vs. €138.8 Mn17). These 749 leases include 554 leases (74%) with a maturity above 3 years18, a +7% increase on H1-2022 (vs. 51917 and 69%17 of leasing activity). H1-2023 MGR signed on leases above 3 years amounted to €103.1 Mn, i.e. 84% of MGR signed (vs. €110.8 Mn and 80%17). The increase in proportion of long-term leases and MGR signed reflects the effectiveness of URW's leasing strategy and the strong appeal for URW assets.

The MGR uplift on renewals and relettings was +4.6% on top of indexed passing rents (+8.4% in H1-2022) in Continental Europe and +6.6% on top of indexed passing rents (+5.3% in H1-2022) in Europe, driven by a strong reversion in the UK, Central Europe, The Netherlands, Spain and France, partially offset by a decrease in Austria which saw a particularly high inflation level in H1. These uplifts are computed on the basis of passing rents impacted by higher H1-2023 indexation, which limits the comparison with previous years.

Deals longer than 36 months had an MGR uplift of +6.5% on top of indexed passing rents (+12.6% in H1-2022) for Continental Europe and +8.5% on top of indexed passing rents (+9.1% in H1-2022) for Europe, while for leases between 12 and 36 months MGR uplifts were -3.3% (-2.7% in H1-2022) for Continental Europe and -2.2% (-6.3% in H1-2022) for Europe.

Lettings / re-lettings / renewals excluding Pipeline
Region nb of leases sqm MGR MGR uplift MGR uplift on deals above 3
years firm duration
signed (€ Mn) € Mn % € Mn %
France 126 42,293 28.4 0.9 4.5% 1.0 5.0%
Spain 104 23,495 15.2 0.7 5.2% 0.4 4.5%
Southern Europe 230 65,788 43.7 1.6 4.8% 1.4 4.8%
Central Europe 156 28,374 18.8 2.2 14.2% 2.1 15.7%
Austria 72 18,155 9.2 0.5
-
-5.0% 0.2
-
-3.0%
Germany 103 30,914 12.8 0.1 0.6% 0.3 4.3%
Central and Eastern Europe 331 77,443 40.8 1.7 5.0% 2.2 7.9%
Nordics 77 29,156 11.6 0.2 1.6% 0.4 5.6%
The Netherlands 41 10,148 4.8 0.3 8.7% 0.3 13.7%
Northern Europe 118 39,303 16.4 0.4 3.1% 0.6 7.4%
Total Continental Europe 679 182,535 100.9 3.8 4.6% 4.3 6.5%
U K 70 46,224 22.5 2.6 18.8% 2.4 20.1%
Total Europe 749 228,759 123.4 6.4 6.6% 6.8 8.5%

Figures may not add up due to rounding.

Leading retailers show confidence in the value of URW's shopping centres and recognise the crucial importance of their physical stores within the Group's assets. The trend remains towards prime stores which can provide a full service offering to customers, while improving retailers' financial performance in the context of their "drive-to-store" and omnichannel strategy.

16 Leasing activity includes only deals with maturity >= 12 months, consistent with prior periods.

17 Restated for disposed assets.

18 Usual 3 / 6 / 9 leases in France are included in the long-term leases.

This was demonstrated again in H1-2023 by notable examples of upsizing of existing stores including Bershka in Westfield Shopping City Süd and Westfield La Part-Dieu, Lacoste in Westfield Parly 2 and Westfield Rosny 2, H&M and Uniqlo in Fisketorvet, becoming the first Uniqlo store in a Danish shopping centre.

URW has also signed leases with retailers entering new markets for them, including IKEA Planning Studio in Westfield Mokotów and Hobbs and Phase Eight in Westfield Hamburg.

The Group continued to sign leases in H1-2023 with Digitally Native Vertical Brands, including Forever New and Freshly Cosmetics and to attract exciting leisure operators such as Elite Experience and Leo's in Germany, and Galaxie Barev in Czech Republic.

The Group saw several key store openings in H1-2023. Sephora selected Westfield London for its UK return, a successful launch in March with c. 5,000 visitors on the opening day, leading to an increase in footfall of +13%19 on that day. The store became a global top 5 best performing store for the brand within 2 weeks of opening and was 300% above Sephora's expectations. Inspired by their success in Westfield London, Sephora signed a new 692 sqm lease in Westfield Stratford City to be its second store in the UK. In addition, other main openings include JD Sports at Westfield Stratford City, Ikea at Westfield Täby Centrum, Topanga Social at Westfield Topanga and the 1,723 sqm S2 foodhall at Westfield Mall of Scandinavia, which blends experience and food in a new form with 650 seats, 14 food concepts and 7 karaoke rooms.

Retail Media & other income

Retail Media and other income include both Westfield Rise, the European Retail Media, Brand & Data Partnerships division presented during the Investor Day in March 2022 ("Retail Media"), as well as kiosks, seasonal markets, pop-ups, and car park activations ("other income").

Total Retail Media & other income activity in Europe amounted to €29.6 Mn on a proportionate basis (€34.0 Mn in net margin at 100%), up +17.6% compared to H1-2022. The €34.0 Mn in net margin includes the contribution from Retail Media (€19.6 Mn) and other income (€14.4 Mn).

Retail Media - Westfield Rise

URW created its own in-house retail media agency "Westfield Rise" in H1-2022. This business division generates increasing revenues from Media Advertising, Brand Experience and Data & Services. Westfield Rise activity net margin in Europe (€19.6 Mn at 100% share) was up +14.4% compared to H1-2022 impacted by higher energy costs.

The average revenue per visit20 , a key performance indicator in retail media growing market, stood at €0.06 in H1-2023, compared to €0.05 in H1-2022 driven by an increase in revenue above the footfall increase.

Media Advertising activity is based on in-mall DOOH21 media, thanks to URW's massive inventory of more than 1,700 screens including Large Format, Immersive Digital Screens and Digital Totems. This activity represents two-thirds of Westfield Rise revenue in H1-2023, as it offers retailers the opportunity to have multi-country domination and 3D campaigns. Successful campaigns held in H1-2023 include Sephora, Tommy Hilfiger, Victoria's Secret, Maybelline, L'Oréal, Pepsi, Alpro and Volkswagen.

Brand Experience included experiential campaigns and long-term brand partnerships. During H1-2023, more than 500 retailers collaborated with Westfield Rise to host physical activations across URW shopping centres (e.g. L'Oréal, Sephora, Dior, Benefit, Nike, Victoria Secret).

Data & Services: Westfield Rise is launching the first retail media service in the physical world based on an innovative Artificial Intelligence solution. This GDPR-compliant data collection system of mall audiences offers precise audience qualification with more than 700 consumer segments available and will enable retailers to better target consumers and deliver higher conversion rates. This system was tested in H1-2023 with a few retailers in 2 shopping centres (Westfield Parly 2 and Westfield Vélizy 2) and will be rolled-out in additional shopping centres in Europe by the end of 2023.

19 vs. the asset average Wednesday footfall.

20 Revenue generated by Westfield Rise divided by the footfall of the same period.

21 Digital Out-Of-Home.

Other income

Other income performance in H1-2023 was slightly down with net margin reaching €14.4 Mn, -3.1% compared to H1- 2022, mainly due to the transfer in the UK from short-term kiosk leases to long-term leases.

Marketing & Communication

In H1-2023, Westfield continued to build on its dynamic brand advertising campaign "More Extra, Less Ordinary" across the 22 Westfield assets and 9 countries in Europe. The brand positioning and creative direction highlight how Westfield Flagship centres are lifestyle and entertainment destinations bringing opportunities for people to live meaningful and memorable moments. The brand desire to celebrate its visitors was brought to life through the "Love Month" activation where visitors of Westfield malls were photographed with their loved ones.

Throughout April and May 2023, the Westfield Good Festival took place in all 22 of the Westfield malls across Europe. The purpose of the festival was to enable URW's retailers to display their sustainability initiatives and for visitors to access information on sustainability, circularity and solutions for them to consume more sustainably. With the motto "A fun step for you, a good change for all," each Westfield Good Festival offered curated experiences designed to educate, support and inspire consumers to adopt a more sustainable lifestyle and act in support of their communities. Partners were also involved, such as retailers, brands and local community groups.

The Group Customer database counted 15 Mn contacts as at June 2023. This customer audience, out of which 10 Mn are members of the loyalty program, is qualified with socio-demographic data, as well as branch categories' interests, and is reachable via one-to-one communications for URW and brands partners.

On social media, the Group shopping malls' accounts (on Facebook, Instagram, YouTube, TikTok) registered a total of 10.1 Mn followers on June 30, 2023 (with a growth of +200 K new followers since end of last year).

1.2. Net Rental Income

Total consolidated Net Rental Income ("NRI") was €715.8 Mn for Continental Europe (+4.8%) and €782.5 Mn for Europe (+5.3%), as a result of positive like-for-like evolution.

In H1-2023, the NRI was positively impacted by the indexation and a positive leasing contribution, as well as higher variable income, partly offset by the 2022 disposals.

Net Rental Income (€Mn)
Region H1-2023 H1-2022 %
France 277.1 260.0 6.6%
Spain 84.4 83.2 1.4%
Southern Europe 361.5 343.2 5.3%
Central Europe 134.6 118.9 13.2%
Austria 59.1 56.3 5.1%
Germany 65.5 68.3 -4.1%
Central and Eastern Europe 259.2 243.4 6.5%
Nordics 55.7 51.5 8.0%
The Netherlands 39.3 44.9 -12.3%
Northern Europe 95.0 96.4 -1.4%
Total NRI - Continental Europe 715.8 683.1 4.8%
U K(a) 66.8 60.0 11.2%
Total NRI - Europe 782.5 743.1 5.3%

Figures may not add up due to rounding.

(a) Published H1-2022 NRI was €61.7 Mn, including €1.7 Mn of NRI that has been reclassified to the office section in H1-2023.

The total net change in NRI amounted to +€39.4 Mn in Europe (including +€32.7 Mn in Continental Europe) and breaks down as follows22:

  • +€5.1 Mn due to assets in pipeline, primarily in the UK, Spain and Austria;
  • +€0.6 Mn due to deliveries of "Rue de la Boucle" at Westfield Forum des Halles and Les Ateliers Gaîté;
  • +€0.4 Mn due to exceptional and other items;
  • -€6.6 Mn due to negative effect in SEK and in GBP;
  • -€9.0 Mn due to projects on standing assets in Spain with the early departure of El Corte Inglés units in Westfield Parquesur and La Vaguada allowing the restructure of these units;
  • -€34.2 Mn due to disposals of assets in France with the disposals of Carré Sénart Shopping Parc in July 2022 and Villeneuve 2 in September 2022, The Netherlands with the disposal of Almere Centrum in July 2022, Germany with the sale of Gera Arcaden in July 2022, Central Europe with the disposal of an additional 27% stake in Aupark in August 2022 and the Nordics with the sale of Solna Centrum in February 2022;
  • +€83.2 Mn of like-for-like NRI growth in Europe (+12.3%) (+€77.5 Mn in Continental Europe (+12.5%)).

22 Figures may not add up due to rounding.

Region Net Rental Income (€Mn)
Like-for-like
H1-2023 H1-2022 %
France 268.6 243.3 10.4%
Spain 74.7 66.5 12.3%
Southern Europe 343.3 309.8 10.8%
Central Europe 132.9 113.2 17.5%
Austria 56.3 51.6 9.2%
Germany 64.9 63.8 1.7%
Central and Eastern Europe 254.2 228.5 11.2%
Nordics 59.6 50.8 17.3%
The Netherlands 39.3 29.8 32.2%
Northern Europe 98.9 80.5 22.8%
Total NRI Lfl - Continental Europe 696.4 618.9 12.5%
U K 65.5 59.8 9.4%
Total NRI Lfl - Europe 761.9 678.7 12.3%
Net Rental Income Like-for-like evolution (%)
Region Indexation Renewals,
relettings net
of departures
Sales Based
Rent
Doubtful
debtors
Other Total
France 3.1% -0.7% 1.7% -0.9% 7.3% 10.4%
Spain 7.8% 3.8% 0.3% -2.2% 2.6% 12.3%
Southern Europe 4.1% 0.2% 1.4% -1.1% 6.2% 10.8%
Central Europe 9.2% 2.5% 1.6% -2.4% 6.7% 17.5%
Austria 14.5% -3.2% -0.2% 0.0% -1.9% 9.2%
Germany 5.5% 1.2% 1.8% -5.3% -1.4% 1.7%
Central and Eastern Europe 9.3% 0.3% 1.2% -2.7% 3.0% 11.2%
Nordics 7.8% 3.2% 1.0% -0.3% 5.7% 17.3%
The Netherlands 11.5% 2.9% 8.1% 2.9% 6.8% 32.2%
Northern Europe 9.1% 3.1% 3.6% 0.9% 6.1% 22.8%
Total NRI Lfl - Cont. Europe 6.7% 0.6% 1.6% -1.5% 5.0% 12.5%
U K 0.0% 5.4% -0.6% 2.1% 2.5% 9.4%
Total NRI Lfl - Europe 6.1% 1.1% 1.4% -1.1% 4.8% 12.3%

Figures may not add up due to rounding.

Like-for-like NRI increased by +12.3% (+48.2% in H1-202223) in Europe (including +12.5% in Continental Europe), and includes:

▪ +6.1% of indexation (+3.4% in H1-2022), driven by a +6.7% indexation effect in Continental Europe;

  • +1.1% of "Renewals and relettings net of departures" (-3.5% in H1-2022), as a result of the decrease in vacancy and uplift on relettings/renewals thanks to 2022 and H1-2023 leasing activity and the impact of bankruptcy in France;
  • +1.4% due to higher Sales Based Rents (+2.4% in H1-2022) thanks to dynamic tenants' sales performances and inflation impact;
  • -1.1% due to the provisions for doubtful debtors (+8.5% in H1-2022), reflecting a higher bankruptcy level this half and the reversal in H1-2022 of bad debt provisioned in 2021;
  • +4.8% in "Other" (+37.4% in H1-2022), mainly due to higher variable revenues (in particular Retail Media, Parking income, and utilities revenues in the UK), and settlement of discounts partly offset by higher energy costs.

23 H1-2022 was positively impacted by end of COVID-19 rent reliefs recorded in H1-2021.

The improvement in vacancy rate or positive MGR uplifts do not simultaneously translate into incremental like-for-like Net Rental Income due to, in particular, the time lag between the signing date and the effective date of the lease and the potential delay between the lease end of a departing tenant and the effective date of the lease with a new tenant. After a negative contribution in 2022, leasing had a positive impact on H1-2023 like-for-like net rental income growth following progress achieved in 2022 and H1-2023 in terms of vacancy reduction, leases signed and MGR uplift on top of indexation. This was partly offset in H1-2023 by bankruptcies.

Sales Based Rents in Europe amounted to €33.0 Mn in H1-2023 (4.2% of NRI), including €27.8 Mn in Continental Europe (3.9% of NRI) and €5.3 Mn in the UK (7.9% of NRI). This corresponded to a growth of +36.9% compared to H1-2022 and +43.1% on a like for like basis thanks to the good sales performances of URW retailers including inflation.

1.3. Vacancy and Occupancy Cost Ratio ("OCR")

The Estimated Rental Value ("ERV") of vacant space in operation in the portfolio was €59.0 Mn in Continental Europe (€49.1 Mn as at December 31, 2022) and €82.7 Mn in Europe (€75.5 Mn as at December 31, 2022).

The EPRA vacancy rate24 in Continental Europe was 3.6% from 3.1% as at December 31, 2022, due to higher bankruptcies in Continental Europe, in particular in France and the Nordics, and expiry of short-term leases in Germany and Austria which relied more on short-term deals during COVID. It is below the 3.8% vacancy level in Q1-2023 impacted by seasonality patterns, thanks to strong leasing activity. Vacancy in the UK decreased from 9.4% to 8.5% as a result of strong leasing activity. Vacancy rate in Westfield London (13.0%) was still high, although decreasing, after the 2018 extension while Westfield Stratford City vacancy continued to trend downwards below 4%. Overall for Europe, the vacancy was 4.3%, compared to 4.1% as at December 31, 2022.

Vacancy
Region June 30, 2023
€Mn % Dec. 31, 2022
France 23.7 3.8% 3.2%
Spain 4.7 2.1% 2.7%
Southern Europe 28.5 3.3% 3.1%
Central Europe 6.9 2.7% 2.4%
Austria 2.8 2.6% 1.7%
Germany 9.1 4.6% 3.7%
Central and Eastern Europe 18.9 3.4% 2.7%
Nordics 8.2 6.8% 5.0%
The Netherlands 3.5 3.5% 3.6%
Northern Europe 11.7 5.3% 4.4%
Total - Continental Europe 59.0 3.6% 3.1%
UK 23.7 8.5% 9.4%
Total - Europe 82.7 4.3% 4.1%

Excluding pipeline.

Figures may not add up due to rounding.

The OCR25 was at 14.8% for Continental Europe, below its H1-2019 level of 15.6% and below the FY-2022 level of 15.0% as a result of strong retailers' sales performance despite rents indexation, rental uplifts and higher service charges. In the UK, the OCR was down at 19.4% vs. 19.9% in H1-2019 and 19.7% in 2022, thanks to tenants' sales performance. The OCR is expected to further benefit from the decrease in business rates in April, in particular in Westfield London.

The OCR does not reflect the increasing role and value of stores for retailers through increased volume of activity and higher EBIT margin generated in store from halo effect, collection (click & collect) or return of products in store supported by retailers.

24 EPRA vacancy rate: ERV of vacant spaces divided by ERV of total surfaces.

25 Occupancy Cost Ratio ("OCR"): (rental charges + service charges including marketing costs for tenants, all including VAT) / (tenant sales over last rolling 12 months, including VAT). OCR in The Netherlands mainly relates to Westfield Mall of the Netherlands. Primark sales are estimates.

OCR
Region H1-2023 FY-2022 H1-2019
France 15.5% 15.8% 15.8%
Spain 14.3% 14.4% 13.7%
Southern Europe 15.3% 15.5% 15.3%
Central Europe 15.2% 14.9% 15.4%
Austria 16.8% 17.5% 17.4%
Germany 12.3% 13.2% 15.7%
Central and Eastern Europe 14.3% 14.7% 15.9%
Nordics 14.5% 14.3% 15.5%
The Netherlands(a) 13.6% 13.2% -
Northern Europe 14.1% 13.9% 15.5%
Total OCR - Continental Europe 14.8% 15.0% 15.6%
U K 19.4% 19.7% 19.9%
Total OCR - Europe 15.3% 15.5% 16.1%

(a) OCR in The Netherlands mainly relates to Westfield Mall of the Netherlands.

1.4. Lease Expiry Schedule

Lease expiry schedule
Europe
(Shopping
Centres)
MGR (€Mn)
at date of next
break option
As a % of
total
MGR (€Mn)
at expiry date
As a % of
total
Expired 53.7 3.7% 53.7 3.7%
2023 183.5 12.5% 90.7 6.2%
2024 255.1 17.4% 142.0 9.7%
2025 267.7 18.3% 164.5 11.2%
2026 226.9 15.5% 142.0 9.7%
2027 159.5 10.9% 160.5 11.0%
2028 124.8 8.5% 140.6 9.6%
2029 39.4 2.7% 87.6 6.0%
2030 36.7 2.5% 90.8 6.2%
2031 24.6 1.7% 89.5 6.1%
2032 34.0 2.3% 88.9 6.1%
2033 17.6 1.2% 77.4 5.3%
Beyond 38.9 2.7% 134.2 9.2%
Total 1,462.5 100% 1,462.5 100%

2. Europe - Offices & Others

2.1. Office property market as at June 30, 2023 26

Take-up

With 816,000 sqm of office space rented at the end of the second quarter, take-up in the Paris Region has decreased by -22% compared to 2022 (1,002,368 sqm) and by -21% compared to 10-year average levels (1,027,371 sqm).

Paris represented 44% of the 2023 take-up to date (including 25% for the CBD), and the La Défense and Western Crescent sectors together represented 26%, as occupiers selected key business districts as strategic locations to bring talent back to the office.

The number of large transactions (˃ 5,000 sqm), 22 deals at the end of H1-2023, was below the level of last year (28 deals in H1-2022), and on smaller surfaces (-34% compared to H1-2022).

Of the 22 transactions above 5,000 sqm, 90% (in volume) related to new / restructured buildings, showing tenants' growing interest for environmental criteria and asset quality.

Available area & vacancy rate

The immediate supply in the Paris Region increased by +10.3% year-on-year to reach 4.5 Mn sqm. As at June 30, 2023, the level of new or refurbished supply reached 1.26 Mn sqm and accounted for 28% of the total immediate supply (30% end of 2022).

The Paris Region vacancy rate slightly increased from 7.9% at the end of 2022 to 8.0% at the end of June 2023, with significant discrepancies between areas (Paris CBD decreased to 2.1%, while La Défense is now at 15.1% and Péri-Défense at 21.5%).

Rental values

In this two-tier market, the evolution of rents varied considerably, depending on asset quality, centrality of location and ESGrating of the assets. Therefore, rents continued to increase in Paris CBD but were under pressure in other areas suffering from the increase of immediate and future supply putting pressure on the level of occupancy and rents that can be achieved.

The highest rent achieved in Paris CBD stood at €1.000/sqm/year and €600/sqm/year in La Défense (Trinity tower).

Rent incentives remained stable in Paris CBD compared to FY-2022 (16%) but increased to 35% in La Défense (32% in 2022), and were overall 23% in the Paris Region.

Investment market

The total volume of office transactions in the Paris Region for H1-2023 reached €2.8 Bn, down by -44% compared to H1- 2022 (€5.1 Bn) and by -43% compared to the 5-year average.

Investments in H1-2023 were driven by one large transaction (Tower Sequana, c. €494 Mn, only transaction above €200 Mn), accounting for around 17% of total investments, while deals ranging between €100 Mn and €200 Mn represented 19% of total investments. The demand was largely fueled by domestic players which accounted for more than 68% of total investments.

Paris remained the main target and represented around 46% of the transactions in France in H1-2023 (slightly above the 10 year average of 43%).

The largest single-asset transactions were:

  • Tower Sequana in Issy-les-Moulineaux (c. €494 Mn);
  • Galilée Vernet in Paris 8 (c. €133 Mn).

26 Sources: Immostat; BNP Paribas Real Estate.

2.2. Activity

Consolidated NRI amounted to €39.1 Mn, a +17.0% increase compared to H1-2022.

Region Net Rental Income (€Mn)
H1-2023 H1-2022 %
France 31.9 25.4 25.4%
Other countries(a) 7.3 8.0 -9.7%
Total NRI 39.1 33.5 17.0%

Figures may not add up due to rounding.

(a) Published H1-2022 NRI was €6.3 Mn. €1.7 Mn of NRI has been reclassified from the Shopping Centre to the Office section in H1-2023.

The increase of +€5.7 Mn breaks down as follows:

  • +€3.3 Mn due to deliveries (mostly due to Gaîté Montparnasse Office);
  • -€0.8 Mn due to the impact of the 2022 and H1-2023 disposals (Solna Centrum, Gera Arcaden offices and "V" office building);
  • -€1.8 Mn due to assets in pipeline, in the UK (Stratford), France (Les Villages);
  • -€0.2 Mn due to currency effects of SEK and GBP;
  • The like-for-like NRI growth was +€5.1 Mn (+18.9%), mainly due to leasing activity in Trinity.
Region Net Rental Income (€Mn)
Like-for-like
H1-2023 H1-2022 %
France 24.6 19.4 26.7%
Other countries 7.9 7.9 -0.4%
Total NRI Lfl 32.4 27.3 18.9%

Figures may not add up due to rounding.

In France, 99% of H1-2023 rents invoiced were collected.

6,552 weighted square metres (wsqm) were leased in H1-2023 in standing assets, including 5,734 wsqm in France and 389 wsqm in the Nordics.

In Trinity, 3 new leases were signed in H1-2023 with Teamwill (1,822 wsqm), IRI (1,766 wsqm), and Axway (1,783 wsqm), increasing the letting of this tower to 85% of GLA (with an average rent of c. €568/sqm/year, and lease incentives below the market average).

Regarding projects, 1,400 wsqm were signed in H1-2023 with ADLER Smart solutions in Westfield Hamburg increasing the letting of the office part to be delivered in 2024 to 34% of GLA.

The ERV of vacant office space in operation amounted to €12.2 Mn, representing an EPRA vacancy rate of 15.0% (15.4% as at December 31, 2022), of which €9.7 Mn or 13.7% (15.2% as at December 31, 2022) in France, decreasing due to Trinity leasing progress.

2.3. Lease Expiry Schedule

Lease expiry schedule
Europe
(Offices &
Others)
MGR (€Mn)
at date of next
break option
As a % of
total
MGR (€Mn)
at expiry date
As a % of
total
Expired - 0.0% - 0.0%
2023 3.0 4.1% 2.5 3.3%
2024 5.3 7.2% 5.0 6.8%
2025 15.3 20.8% 15.1 20.6%
2026 4.1 5.6% 4.1 5.6%
2027 0.5 0.7% 0.6 0.7%
2028 2.5 3.4% 2.6 3.5%
2029 5.5 7.5% 5.5 7.5%
2030 8.4 11.4% 8.5 11.5%
2031 12.9 17.6% 12.9 17.6%
2032 11.8 16.0% 11.8 16.0%
2033 3.3 4.5% 3.3 4.5%
Beyond 1.0 1.3% 1.7 2.3%
Total 73.6 100% 73.6 100%

3. Convention & Exhibition

H1-2023 confirmed the strong recovery of the C&E activity observed in 2022.

The Convention & Exhibition business has a seasonal results pattern, with annual, biennial and triennial shows, and an uneven distribution of shows during the year. H1-2023 suffered from the shift of certain biennial shows from odd years to even years (including BATIMAT, SIMA, EQUIP AUTO). This shift increased the difference of activity between odd and even years.

In total, 305 events were held in Viparis venues in H1-2023 (of which 91 exhibitions, 41 congresses and 173 corporate events) compared to 69 events in 2021 and 386 events held in 2019.

In the Congress segment, Palais des Congrès de Paris welcomed the 24th IMCAS Annual World Congress with more than 15,000 attendees (vs. 12,000 attendees in 2022), and more than 300 exhibitors. In addition, Palais des Congrès de Paris hosted Euro PCR, the world-leading event in interventional cardiovascular medicine with more than 11,500 attendees (vs. 11,000 attendees in 2022).

The first semester activity is characterised by the following major events held:

Annual shows:

  • 59th edition of International Agricultural Show (615,000 visitors);
  • La Foire de Paris (400,000 visitors);
  • Vivatech (150,000 visitors);
  • Maison&Objet (2,300 exhibitors).

Biennial shows:

▪ The SIAE " Salon International de l'Aéronautique et de l'Espace" (2,500 exhibitors).

As at June 30, 2023, signed and pre-booked events in Viparis venues for 2023 amounted to c. 95% of its expected 2023 rental income.

Viparis' recurring Net Operating Income ("NOI") amounted to €71.1 Mn, compared to €94.5 Mn in 2022, which was positively impacted by a €25 Mn contribution from the French State, and €87.6 Mn in 2019. Excluding the impact of this contribution and of triennial shows, H1-2023 Viparis NOI was up +5.2% compared to H1-2022.

4. US Business Review

Leasing activity

In H1-2023, 431 leases were signed on standing assets, representing 1,560,617 sq. ft. and \$103.5 Mn of MGR up compared to \$63.5 Mn of MGR signed in H1-2022 (up +63%) on 323 leases (up +33%), representing 1,225,918 sq. ft. (up +27%), illustrating the strong dynamic of the activity. As market conditions improved, the number of long-term deals signed also increased from 156 to 269 (up +72%), representing 62% of the H1-2023 deals, compared to 48% in H1-2022. MGR signed on leases above 3 years amounted to 71% vs. 60% in H1-2022.

The overall uplift on relettings and renewals was +22.0% for the US Shopping Centres and +25.9% for Flagships27 . In H1- 2023, the Group focused on long-term lettings and relettings, while relying on short-term deals in a more selective and limited way mainly on renewals. Deals longer than 36 months had an MGR uplift of +38.8%, while for leases between 12 and 36 months, MGR uplifts were almost flat (+0.3%). The strong uplift signed on long-term deals compensated for the downlift on short-term deals signed during the COVID-19 pandemic. This allows the Group to increase the revenues secured through MGR and reduce the portion of SBR attached to the short-term leases previously in place.

In total, the Shopping Centres SBR increased from \$20.6 Mn in 2019 (3.1% of NRI) to \$34.2 Mn in H1-2022 (10.7% of NRI) and \$24.3 Mn in H1-2023 (8.7% of NRI). The decrease of -\$9.9 Mn in H1-2023 compared to last year and -\$6.2 Mn on a like-for-like basis, is mainly due to high SBR settlement in H1-2022 and conversion of SBR to MGR.

The tenant mix continued to evolve with the introduction of new retailers (Lululemon at Westfield Southcenter, Gorjana at Westfield Old Orchard, Westfield UTC and Westfield Valley Fair and Swatch at Westfield UTC) and DNVBs (Vuori at Westfield Century City).

The F&B offer has also been enriched by new concepts such as Venchi at Westfield UTC and Westfield Valley Fair.

The Luxury sector has also seen a strong growth with a number of important signings such as Celine at Westfield Topanga, Chloé at Westfield Valley Fair and Saint Laurent Paris at Westfield UTC and Westfield Valley Fair.

Retail Media & other income

Retail Media & other income revenue in H1-2023 amounted to \$28.1 Mn, an increase of +\$0.5 Mn (+1.9%) compared to H1- 2022, impacted by disposals and +\$1.9 Mn, i.e. +8.4% on a like-for-like basis.

Retail Media continued to perform strongly. In H1-2023, a number of product launches were organised by prime brands in the automotive and luxury sectors, including BMW and Jaeger LeCoultre at Westfield Century City.

URW also launched creative campaigns with Disney, Emirates, Dior, Chanel and Cartier.

Airports

Enplanements in May 2023 YTD were +28% higher than in the same period last year and -4% below the same period in 2019. The recovery of passenger traffic was stronger in the domestic destinations (-2% vs. 2019) than in the international flights (-7% vs. 2019).

Retail sales in airport terminals operated by URW have almost fully returned to their pre-pandemic levels with May 2023 YTD total sales just -1% below the same period in 2019. 

URW was awarded a re-development opportunity with long-time partner American Airlines at JFK Terminal 8. The contract was signed in June 2023. The construction of the terminal is expected to commence in late 2023 and will be phased over the next 18 months. It is targeted to be substantially complete by end of 2024. 

27 Excluding CBD centres.

Net Rental Income and Vacancy

The total net change in NRI amounted to -\$21.7 Mn and breaks down as follows28:

  • -\$39.2 Mn related to shopping centres (major disposals impact);
  • +\$17.6 Mn related to airports;
  • -\$0.2 Mn related to offices and residential.

US shopping centre NRI has been impacted by 2022 and H1-2023 disposals for -\$32.5 Mn (Westfield Santa Anita, The Village at Topanga, Westfield Trumbull, Westfield South Shore, Westfield North County and Westfield Brandon).

Like-for-like NRI growth for Flagship assets was +\$2.5 Mn i.e. +1.4% driven by net leasing revenue29 of +5.6%, increase in variable income, partly offset by lower SBR, negative impact of doubtful debtors (release in H1-2022 of moratorium provision booked in 2021) and of reconciliation of property tax from previous years. Overall, US like-for-like shopping centre NRI30 decreased by -\$5.5 Mn i.e. -2.1% due to Regionals (-9.0%) and CBD assets (10.4%).

Airports NRI benefitted from the ongoing growth of airline traffic in H1-2023. The Group also benefited from the end of the rent abatements it had granted to its tenants in H1-2022, which impacted its NRI, while the corresponding ground rent abatements granted to URW by the airport authorities were recognised over the duration of the concession.

Converted into euros, the -\$21.7 Mn (-6.7%) NRI decrease in the US represented -€16.7 Mn (-5.7%) due to the strengthening of the USD against the euro on average over the period.

As at June 30, 2023, the EPRA vacancy was 9.9% (\$113.0 Mn), down by -50 bps from December 31, 2022. The decrease in vacancy was driven by the proactive leasing approach of the Group. The vacancy decreased by -30 bps to 7.9% in the Flagships after an increase in Q1 due to seasonality patterns and is now close to its pre-COVID level of 2019 (7.7%). It increased by +30 bps to 12.0% in the Regionals but was down by -100 bps compared to Q1, along with the vacancy of the CBD assets that decreased by -50 bps to 23.4%.

Occupancy on a GLA31 basis was 92.1% as at June 30, 2023.

The OCR on a rolling 12 months basis stood at 10.7% as at June 30, 2023, compared to 10.9%32 as at June 30, 2022 and 11.8% as at December 31, 2019, reflecting a combination of rental uplifts and strong sales performance.

28 Figures may not add up due to rounding.

29 Net MGR and CAM.

30 Excluding airports.

31 GLA occupancy taking into account all areas, consistent with financial vacancy.

32 Based on all stores operating for more than 12 months (excluding atypical activities) and not only Specialty stores.

Lease Expiry Schedule

US Lease expiry schedule
(Shopping
Centres +
Offices &
Others)
MGR (€Mn)
at date of next
break option
As a % of
total
MGR (€Mn)
at expiry date
As a % of
total
Expired 4.6 0.9% 4.6 0.9%
2023 12.3 2.4% 12.3 2.4%
2024 67.2 13.2% 67.2 13.2%
2025 62.1 12.2% 62.1 12.2%
2026 58.2 11.5% 58.2 11.5%
2027 68.6 13.5% 68.6 13.5%
2028 65.2 12.8% 65.2 12.8%
2029 35.5 7.0% 35.5 7.0%
2030 25.7 5.1% 25.7 5.1%
2031 26.2 5.2% 26.2 5.2%
2032 33.7 6.6% 33.7 6.6%
2033 25.5 5.0% 25.5 5.0%
Beyond 22.7 4.5% 22.7 4.5%
Total 507.5 100% 507.5 100%

IV. ENVIRONMENTAL, SOCIAL, AND CORPORATE GOVERNANCE ("ESG")

URW continued to deliver high performance on sustainability and its Better Places 2030 programme:

  • Better Spaces
    • o The Group achieved a -41% GHG emissions' reduction including Scope 3, in absolute terms compared to 201533, including -71.5% in Scope 1+2;
    • o Its structured energy strategy has enabled the Group to maintain 100% electricity from renewable resources, achieve 17 MW of onsite renewable energy installed capacity while reducing by -14% its energy intensity across the portfolio since 201533;
    • o In April 2023, the installation of a photovoltaic plant on the roof of Centrum Cerny Most in Czech Republic was completed, with a production of 400 MWh / year;
    • o URW launched an ambitious renaturation programme of ca. €5.2 Mn on 15 assets in France, aimed at renaturing 2,000 sqm with a positive biodiversity impact and contributing to reducing the heat island effect. As part of this broader initiative, the inauguration of the first botanical path in Westfield Rosny 2 took place in June 2023 with 1,400 sqm of de-artificialised soil. Similarly, the community garden of Centrum Cerny Most opened in June 2023 to teach local communities how to grow vegetables and fruits.

Better Communities

  • o URW for Jobs 2023 campaign was launched across the Group. First results show over 530 filled positions in Sweden alone;
  • o URW launched the first edition of its annual Westfield Good Festival in 22 assets, aimed at supporting consumers in making informed choices with an emphasis for the first year on the circular economy. This year, key partners such as Douglas, Adidas, Ikea, Primark, Decathlon, Sodastream, Too Good To Go and Innocent supported the initiatives;
  • o The Group is actively sourcing new brands with a high sustainability commitment like Circlow in Westfield La Maquinista in Spain, and the circular department store Tomo in Westfield Mall of the Netherlands.

Better Together

  • o In May 2023, the Group hosted its annual Community Days with all regions organising initiatives. During a single week, more than 1,100 URW employees volunteered over 8,000 hours of their time, participating in activities focused on promoting social inclusion and preserving biodiversity around the Group's shopping centres;
  • o On International Women's Day, 48 shopping centres across Europe and the US, as well as all regional headquarters, participated in the 'Thank You for Being You' campaign to celebrate the women making a difference in communities. In addition, the Group CEO signed the CEO statement of support for the United Nations Women's Empowerment Principles, pledging to continue prioritising and promoting the equal treatment of all genders;
  • o Almost 50 managers have participated in Supporting Team Wellbeing training in H1, and both inclusion and well-being have been integrated into the Group's 2023 Senior Leadership Development programme;
  • o Further to its very active sustainability training curriculum in 2022, URW launched its Climate School in March 2023, opening access to 6 core topics for all URW employees. To date, over 350 employees have spent over 2,100 hours exploring these digital learning modules. Sustainability is now fully embedded across all core URW Academy programs, including onboarding paths, the URW Fundamentals newcomers experience, leadership development and URW global learning week. The latter included 2 sessions in June focussed on Diversity & Inclusion topics and one on Sustainability.

URW is on track to meet its Better Places 2030 targets, including cutting carbon emissions across its value chain by 50% between 2015 and 2030. The Group is committed to contributing to global carbon neutrality and will present a step-change update to its plan in H2-2023, with a view to establishing new commitments.

The Group's ambitious sustainability agenda and performance was broadly recognised by equity and debt investors as a value creation driver for its stakeholders. URW is included in the main ESG indices and the Group's sustainability achievements are reflected in the ratings and awards, including to date:

  • CDP: positioned in the A-list of organisations committed to tackling climate change for the 4th year in a row;
  • ISS ESG Corporate: B rating (prime status);
  • Sustainalytics: 2nd in the RE industry worldwide with a "Negligible" risk rating;
  • EPRA sBPR Award: For the 11th time in a row, URW received the EPRA Gold Award in 2022 for completing its 2021 reporting in accordance with the EPRA Sustainability BPR.

For more information on Better Places 2030 and detailed 2022 sustainability performance, please refer to the 2022 Universal Registration Document.

33 As at year-end 2022.

V. H1-2023 RESULTS

The results of the Group presented below are based on the Consolidated income statement in a proportionate format, in which the joint-controlled entities are accounted for on a proportionate basis instead of being accounted for using the equity method under IFRS. The Group has structured its internal operational and financial reporting according to this proportionate format.

Unless otherwise indicated, all references below relate to the period ended June 30, 2023, and the comparisons relate to the same period in 2022.

Gross Rental Income

The Gross Rental Income ("GRI") amounted to €1,452.9 Mn (€1,379.7 Mn), an increase of +5.3%. This increase resulted mainly from the impact of indexation and a positive leasing contribution, as well as higher variable income, partly offset by the 2022 and H1-2023 disposals.

Region Gross Rental Income (€Mn)
H1-2023 H1-2022 %
France 313.1 285.7 9.6%
Spain 95.4 90.5 5.5%
Southern Europe 408.6 376.2 8.6%
Central Europe 127.5 114.2 11.6%
Austria 77.1 72.5 6.3%
Germany 75.0 69.2 8.4%
Central and Eastern Europe 279.5 255.9 9.2%
Nordics 60.5 58.6 3.4%
The Netherlands 48.4 50.8 -4.7%
Northern Europe 108.9 109.3 -0.4%
Subtotal Continental Europe-Shopping Centres 797.0 741.4 7.5%
United Kingdom(a) 113.4 96.9 17.0%
Subtotal Europe-Shopping Centres 910.4 838.3 8.6%
Offices & Others(b) 43.5 37.0 17.4%
C&E 99.5 89.5 11.1%
Subtotal Europe 1,053.3 964.8 9.2%
United States - Shopping Centres 395.8 410.1 -3.5%
United States - Offices & Others 3.7 4.8 -22.8%
Subtotal US 399.5 414.9 -3.7%
Total URW 1,452.9 1,379.7 5.3%

Figures may not add up due to rounding.

(a) Published H1-2022 GRI was €98.6 Mn, including GRI that has been reclassified to the Office section in H1-2023.

(b) Published H1-2022 GRI was €35.3 Mn. GRI has been reclassified from the Shopping Centre to the Office section in H1-2023.

Net Rental Income

Total NRI amounted to €1,152.1 Mn (€1,139.3 Mn), an increase of +1.1%. This lower increase compared to the GRI is mainly due to the €25 Mn contribution from the French State to Viparis and an increase in doubtful debtors and in utilities costs.

Region Net Rental Income (€Mn)
H1-2023 H1-2022 %
France 277.1 260.0 6.6%
Spain 84.4 83.2 1.4%
Southern Europe 361.5 343.2 5.3%
Central Europe 134.6 118.9 13.2%
Austria 59.1 56.3 5.1%
Germany 65.5 68.3 -4.1%
Central and Eastern Europe 259.2 243.4 6.5%
Nordics 55.7 51.5 8.0%
The Netherlands 39.3 44.9 -12.3%
Northern Europe 95.0 96.4 -1.4%
Subtotal Continental Europe-Shopping Centres 715.8 683.1 4.8%
United Kingdom(a) 66.8 60.0 11.2%
Subtotal Europe-Shopping Centres 782.5 743.1 5.3%
Offices & Others(b) 39.1 33.5 17.0%
C&E 52.3 67.9 -23.0%
Subtotal Europe 874.0 844.5 3.5%
United States - Shopping Centres 276.1 292.6 -5.7%
United States - Offices & Others 2.1 2.2 -5.8%
Subtotal US 278.1 294.8 -5.7%
Total URW 1,152.1 1,139.3 1.1%

Figures may not add up due to rounding.

(a) Published H1-2022 NRI was €61.7 Mn, including NRI that has been reclassified to the Office section in H1-2023.

(b) Published H1-2022 NRI was €31.8 Mn. NRI has been reclassified from the Shopping Centre to the Office section in H1-2023.

Net property development and project management income was €17.7 Mn (€16.3 Mn), as a result of URW's Design, Development & Construction (DD&C) activity in the UK and the US.

Net property services and other activities income from Property Management services in France, the US, the UK, Spain and Germany was +€38.2 Mn (+€43.3 Mn), including +€18.8 Mn of on-site property services in Viparis (+€26.6 Mn) and +€19.4 Mn of Property Management services related to shopping centres (+€16.7 Mn). The decrease of -€5.2 Mn is mainly due to the seasonality of the C&E business and subsidies received in H1-2022, partly compensated by an increase in Property Management services related to shopping centres.

Contribution of companies accounted for using the equity method34 amounted to +€34.7 Mn (+€75.4 Mn), of which -€9.4 Mn related to the non-recurring activities, mainly due to negative valuation movements (mainly in France and Germany) and the impact of the mark-to-market of derivatives on the financing of JVs. The recurring Contribution of companies accounted for using the equity method was +€44.1 Mn (+€35.3 Mn), with a positive contribution of France, Central Europe and Germany.

34 Contribution of companies accounted for using the equity method represents URW's share of the Net recurring result for the period of entities accounted for using the equity method which are not joint-controlled (and therefore not retreated on a proportionate basis) and interest received on loans granted to these entities. This corresponds to 5 shopping centres, a hotel and Triangle in France, Zlote Tarasy in Central Europe and Gropius Passagen in Germany and to the Blum/Centennial and Starwood Ventures entities in the US.

General expenses35 amounted to -€93.3 Mn, a decrease compared to H1-2022 (-€95.0 Mn) despite inflation and thanks to general and administrative costs savings. As a percentage of NRI from shopping centres and offices, general expenses decreased to 8.5%, vs. 8.9% in H1-2022.

The Group pursues its efforts to reduce its expenses, including streamlining, efficient cost control, office consolidation and office moves in various regions such as in the US, Sweden and Germany.

Development expenses stood at -€1.7 Mn in H1-2023.

EBITDA (corresponding to the recurring Net Operating result before depreciation and impairment of assets in the Net result by segment) increased from €1,139.2 Mn in H1-2022 to €1,157.1 Mn in H1-2023 (i.e. +1.6%) thanks to the good performances of the shopping centres and offices and despite disposals and seasonality in C&E activities as well as 2022 subsidies and negative FX impact. For Europe, EBITDA increased from €870.4 Mn to €901.5 Mn (+3.6%).

Excluding the impact of disposals, pipeline and DD&C on a like-for-like basis, EBITDA was back to pre-COVID level for the Group and +1.6% higher in Europe, supported by positive retail NRI performance above 2019 and ahead of expectations.

Acquisition and other costs amounted to a non-recurring amount of -€2.5 Mn (-€2.8 Mn).

Depreciation and impairment of tangible and intangible assets amounted to -€16.3 Mn (-€7.9 Mn), including -€22.5 Mn (-€25.9 Mn) for the recurring activities and +€6.3 Mn (+€18.0 Mn) for the non-recurring activities, including +€13.4 Mn of net reversals of impairment for Viparis intangible and tangible assets.

Results on disposal of investment properties were -€31.5 Mn (+€56.4 Mn), reflecting mainly the impact of the disposals of Westfield North County and Westfield Brandon as a result of US disposals completed at a limited discount to 2022 book values.

Valuation movements on assets amounted to -€1,334.3 Mn (-€383.8 Mn).

Main decreases came from the US shopping centres (-€432.1 Mn, including FX impact), French shopping centres (-€338.7 Mn) and French offices (-€173.6 Mn).

For more information, please refer to the section "Property portfolio and Net Asset Value".

Impairment of goodwill amounted to -€122.0 Mn vs. no impairment in H1-2022.

Financing result

Net financing costs (recurring) totalled -€248.2 Mn (after deduction of capitalised financial expenses of €33.7 Mn (€29.2 Mn) allocated to projects under construction) (-€249.9 Mn). This decrease of €1.7 Mn is due to the higher interest received on cash placement and the Group's hedging instruments in place limiting the impact of rates increase on cost of gross debt.

URW's average cost of debt for the period was 1.8% (2.0% in H1-2022). URW's financing policy is described in the section "Financial resources".

Non-recurring financial result amounted to +€65.0 Mn (+€179.3 Mn), mainly due to the markt-to-market of derivatives and of preferred shares in the US, partly offset by revaluation of debt issued in foreign currencies.

Income tax expenses are due to the Group's activities in countries where specific tax regimes for property companies36 do not exist or are not used by the Group.

Total income tax expenses for H1-2023 amounted to -€41.6 Mn (-€55.8 Mn). Income tax allocated to the recurring net result amounted to -€27.9 Mn (-€40.1 Mn), mainly due to lower results of taxable activities (in particular C&E services). Nonrecurring income tax amounted to -€13.8 Mn (-€15.7 Mn), mainly due to the reversal of deferred tax liabilies as a consequence of negative valuation movements.

35 Administrative expenses, excluding development expenses and depreciation and amortisation presented separately. Corporate expenses in P&L correspond to General expenses and Development expenses.

36 For example, in France: SIIC (Société d'Investissements Immobiliers Cotée); and in the US: REITs.

External non-controlling interests amounted to +€49.9 Mn (-€98.0 Mn) comprising recurring and non-recurring external non-controlling interests. The recurring external non-controlling interests amounted to -€103.9 Mn (-€114.9 Mn), due to the seasonality in C&E activity impacting its results. They mainly relate to French shopping centres (-€58.6 Mn, including Westfield Les 4 Temps, Westfield Parly 2, Westfield Forum des Halles and Westfield Carré Sénart since February 2022), to the stake of the CCIR in Viparis (-€17.0 Mn), to URW Germany and Ruhr Park (-€15.9 Mn) and to Austria and Spain (-€12.0 Mn). The non-recurring non-controlling interests amounted to +€153.8 Mn (+€16.9 Mn), due primarily to negative valuation movements.

Net result for the period attributable to the holders of the Stapled Shares was a loss of -€537.8 Mn (+€601.0 Mn). This figure breaks down as follows:

  • +€756.9 Mn of recurring net result (+€710.6 Mn);
  • -€1,294.6 Mn of non-recurring net result37 (-€109.6 Mn) mainly due to negative valuation movements, partially offset by positive mark-to-market of financial instruments.

The Adjusted Recurring Earnings38 reflect a profit of €733.0 Mn (€686.7 Mn) after taking into account the coupon of hybrid for -€23.9 Mn. The coupon is due to increase in H2 following the Exchange offer on the NC Perp 23 hybrid completed in July 3 (see "Financial resources" note for more details).

The average number of shares outstanding was 138,889,152 (138,666,999). The increase is mainly due to the issuance of performance shares in 2022 and H1-2023. The number of shares outstanding as at June 30, 2023 was 139,040,505.

EPRA Recurring Earnings per Share (REPS) came to €5.45 (€5.12), an increase of +6.3%.

Adjusted Recurring Earnings per Share (AREPS)38 came to €5.28 (€4.95), an increase of +6.6%.

The main drivers for recurring earnings evolution were the strong operational performance in retail and offices, reduced administrative and financial expenses, partly offset by disposals and lower C&E activity due to seasonality of the business.

VI. CONSOLIDATED STATEMENT OF CASH FLOW

The consolidated statement of cash flow was prepared only in IFRS, not on a proportionate basis.

Unless otherwise indicated, all references below relate to the period ended June 30, 2023, and the comparisons relate to the same period in 2022.

Cash flow from operating activities

The total cash flow from operating activities decreased to +€923.0 Mn (+€1,127.7 Mn) reflecting a decrease of change in working capital requirement mainly due to H1-2022 one-offs, key moneys, indemnities, taxes and social liabilities and a normalised collection rate, partly offset by an improvement in operating cash flows.

Cash flow from investment activities

The total cash flow from investment activities was -€232.5 Mn (+€88.7 Mn) reflecting a decrease in Disposal of shares and Disposal of investment properties (+€292.0 Mn in H1-2023 vs. +€586.5 Mn in H1-2022). This does not include disposals of assets accounted for using the equity method (i.e. Westfield North County), which are included in cash flow from operating activities as per IFRS rules (see above).

Cash flow from financing activities

The net cash outflow from financing activities amounted to -€183.9 Mn (-€1,317.4 Mn) reflecting a decrease in Repayment of borrowings and financial liabilities (-€522.1 Mn in H1-2023 vs. -€1,325.6 Mn in H1-2022), as well as an increase in new borrowings (+€723.1 Mn in H1-2023 vs. +€442.3 Mn in H1-2022).

37 Includes valuation movements, disposals, mark-to-market and termination costs of financial instruments, including bond tender premiums, impairment of goodwill or reversal of negative goodwill and other non-recurring items.

38 Under IFRS, the Hybrid Securities are accounted for as shareholders' equity. The AREPS are calculated based on the Recurring net result for the period attributable to the holders of the Stapled Shares minus the coupon on the Hybrid Securities (from June 1, 2018).

VII. POST-CLOSING EVENTS

The company Rodamco Projekt AB (a Swedish autonomous legal entity) is involved in an arbitration procedure with PEAB regarding claims on the development of Westfield Mall of Scandinavia. The arbitration decision was issued on June 30, 2023 and was not in line with the Group's expectations. The tribunal, by majority decision, accepted a number of PEAB' claims and rejected Rodamco Projekt AB's claims in very large parts. A total of SEK1.5 Bn, including interests and legal costs, was granted to PEAB, while Rodamco Project AB was granted in its turn a very limited amount of SEK0.089 Bn on its disturbance claims. One of the arbitrators dissented with the majority and delivered an extensive opinion to support his view. Based on the two separate arbitral awards which were issued on matters of principle in the case, Rodamco Projekt AB considers that the judgment issued is contrary to these previous separate awards and contains substantial procedural errors in almost every aspect. While arbitration award is not subject to appeal it can be cancelled in whole or in part at the request of one of the parties. In the Press release of July 4, 2023, Rodamco Projekt AB announced that it will challenge the arbitration award at the Svea Court of Appeal. As Group parent company, Unibail-Rodamco-Westfield SE had given in 2011 a guarantee equal to an amount corresponding to five percent of the contractual sum during the warranty period (the "Guarantee"), corresponding to circa SEK185 Mn. Various options regarding the next steps are under consideration. At this stage, the Group considers that its exposure is limited to the Guarantee and has booked a corresponding provision in its consolidated financial statements as at June 30, 2023.

On July 11, 2023, the Group signed an agreement with a hospitality investor for the sale of Novotel Lyon Confluence in France. The Net Disposal Price reflects a +21.2% premium to the last unaffected appraisal. The transaction is expected to complete in September 2023, subject to standard closing conditions.

On July 21, 2023, URW announced it has completed the sale of both of the parcels which make up the Westfield Mission Valley shopping centres in San Diego, California. The transaction amounts to a total consideration of \$290 Mn (at 100%, URW share 42%), including the sale of Westfield Mission Valley "East" to Lowe Enterprises and Real Capital Solutions, and Westfield Mission Valley "West" to Sunbelt Holdings. The transaction value reflects a combined initial yield of 8.5% on the in-place NOI and a 12% discount to the last unaffected appraisal. Mission Valley is a mature asset which originally opened in the early 1960s, undergoing its last significant renovation in the 1990s. It is a B-minus-rated, 1.5 Mn sq.ft. property with occupancy at 71%.

VIII. OUTLOOK

In view of H1-2023 strong operating performance dynamic, the deleveraging progress in line with guidance, the controlled cost of debt, the reduced general expenses and the visibility on the terms of the hybrid, 2023 AREPS will be at the upper end of the Group's guidance of €9.30 to €9.50.

2. INVESTMENTS AND DIVESTMENTS

In the period to June 30, 2023, URW invested €469.8 Mn39 (Group share) in capital expenditure in assets and on construction, extension and refurbishment projects, compared to €350.3 Mn in H1-2022.

1. Total capital expenditures

The total investments break down as follows:

in € Mn Proportionate
H1-2023 H1-2022 2022
100% Group share 100% Group share 100% Group share
Shopping Centres 356.4 326.9 264.4 248.0 616.2 579.1
Offices & Others 130.1 130.1 96.5 96.5 231.9 231.9
Convention & Exhibition 25.1 12.8 11.4 5.9 31.8 17.5
Total Capital Expenditure 511.6 469.8 372.2 350.3 879.8 828.5

Figures may not add up due to rounding.

2. Shopping Centres

URW invested €326.9 Mn40 in its Shopping Centre portfolio:

  • Acquisitions amounted to €0.9 Mn;
  • €167.5 Mn was invested in construction, extension and refurbishment projects, including mainly: Westfield Hamburg, Westfield Milano, Garbera and CNIT Eole redevelopments and extensions (see "Development projects");
  • €75.9 Mn was invested in enhancement and improvement projects on standing assets, including mainly Westfield Shopping City Süd, Westfield Parquesur and La Vaguada; this amount includes the provision booked on Westfield Mall of Scandinavia litigation with PEAB;
  • €19.6 Mn of Capex related to leasing was granted to the tenants as Fitting Out Contribution;
  • Replacement Capex amounted to €30.9 Mn;
  • Financial interest, eviction costs, external letting fees and other costs were capitalised for €20.3 Mn, €1.2 Mn, €6.3 Mn and €4.4 Mn, respectively.

3. Offices & Others

URW invested €130.1 Mn in its Offices & Others portfolio:

  • €111.7 Mn was invested in construction and refurbishment projects, mainly in Germany (Westfield Hamburg offices and hotels), France (Lightwell) and the UK (Coppermaker Square) (see also section "Development projects");
  • €6.2 Mn was invested in enhancement and improvement projects on standing assets, mainly in France;
  • Replacement Capex amounted to €0.6 Mn;
  • Financial interest and other costs capitalised amounted to €11.6 Mn.

4. Convention & Exhibition

URW invested €12.8 Mn in its Convention & Exhibition portfolio:

  • €6.4 Mn was invested in construction works at Porte de Versailles;
  • €1.0 Mn was invested in enhancement and improvement projects on standing assets, mainly in Paris Le Bourget and Porte de Versailles;
  • Replacement Capex amounted to €5.2 Mn;
  • Financial interest and other costs capitalised amounted to €0.2 Mn.

This table includes change in Investment properties as reported in the balance sheet and does not include acquisition of shares. Including the acquisition of share investment, principally the acquisition of the remaining 50% stake in the Croydon Partnership, URW investment in H1-2023 Group share would be €549.7 Mn.

39 On a proportionate basis, Group share.

40 Amount capitalised in asset value.

5. Disposals

In H1-2023, URW completed further disposals of US and European assets.

On February 1, 2023, the Group completed the sale of its ground lease for Westfield North County located in Escondido, California, to Bridge Group Investments and Steerpoint Capital, effectively transferring ownership and management of the asset. The sale price of \$57 Mn (at 100%, URW share 55%) for Westfield North County, which has 30 years left on its ground lease, reflects the property's book value as at December 31, 2022. The asset is a B-rated, 1.25 Mn sq. ft. property, which is 89% leased.

On May 25, 2023, the Group announced further progress in its deleveraging programme with the sale of Westfield Brandon, located in Brandon, Florida and the "V" office building located in Versailles, France.

For Westfield Brandon, the sale price of \$220 Mn (URW share 100%) reflected a 10.0% net initial yield and a 4.4% discount to the last unaffected appraisal. Westfield Brandon is an A-minus-rated 107,000 sqm (1.15 Mn sq. ft.) property with occupancy at 84.5%.

For "V", the sale price of €95 Mn was in line with the last unaffected appraisal value, delivered a double digit IRR and a net initial yield of 5.7%. Delivered in 2019, "V" is over 15,000 sqm and holds an Excellent BREEAM construction sustainability rating.

In H1-2023, URW completed €328 Mn of net debt reduction through disposals.

In addition to the disposals closed in H1-2023, the Group signed an agreement for the sale of Novotel Lyon Confluence in France and sold Westfield Mission Valley shopping centres in San Diego, California for a sale price of \$290 Mn (at 100%, URW share 42%).

The Group has started the process which will lead to the planned sale or foreclosure of 2 of its US assets, respectively Westfield Valencia Town Center, with a debt amount of \$195 Mn at 100% (\$97.5 Mn URW share) as at June 30, 2023, and San Francisco Centre with a debt amount of \$558 Mn at 100% (\$340 Mn URW share). The Gross Market Value at URW share of these assets was close to or below their debt amounts as at June 30, 2023 at respectively \$106 Mn and \$301 Mn on a proportionate basis.

Including those disposals and planned foreclosures, the total amount of net debt reduction stands at €0.5 Bn on an IFRS basis and €0.9 Bn on a proportionate basis. Since 2021, the total US proceeds amount to €1.4 Bn41 and €4.7 Bn IFRS net debt reduction42 at Group level.

The Group is in active discussions in Europe and on US Regional assets.

The Group is highly focused on its deleveraging plan, securing the remaining €0.7 Bn of European disposal programme by the end of the year and further streamlining of US Regional portfolio. Once completed, it will pursue a disciplined asset rotation policy.

The radical reduction of the Group's US financial exposure remains its path forward. URW's operational performance, in particular in the US, its controlled cost of debt, ample liquidity position and capex control give it flexibility on when it executes this plan.

41 On an IFRS basis. €1.9 Bn on a proportionate basis.

42 €5.1 Bn on a proportionate basis.

As at June 30, 2023, URW's share of the Total Investment Cost ("TIC"43 and "URW TIC"44) of its development project pipeline amounted to €3.1 Bn45 , corresponding to a total of 0.6 million sqm of Gross Lettable Area ("GLA"46) to be re-developed or added to the Group's standing assets.

1. Pipeline variations since December 31, 2022

The development pipeline TIC has remained stable at €3.1 Bn at June 30, 2023 as a result of project cost evolution on some of the committed projects, offset by deliveries in H1-2023:

In €Bn

1.1. Projects delivered in 2023

Since December 31, 2022, the Group has delivered 2 projects representing a URW TIC of €0.1 Bn comprised of:

in H1-2023:

  • 19,360 sqm extension to Garbera shopping centre in San Sebastian was delivered in May 2023, taking the total of the site to 59,360 sqm. The last phase of this transformation project included 54 additional stores, while the first phase including a dining & leisure area, 1,200 underground parking spaces and a Primark store opened in 2022;
  • The renovation project of the "La Clairière" main plaza at Westfield Les 4 Temps was completed in May 2023. The scheme is led by Zara's largest flagship in France (4,500 sqm) and H&M (3,000 sqm) both of which were extended as part of the first phase respectively in H2-2021 and in H2-2022.

The average letting47 of these deliveries stands at 88% as at June 30, 2023.

43 100% TIC is expressed in value at completion. It equals the sum of: (i) all capital expenditures from the start of the project to the completion date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing expenses. It excludes: (i) step rents and rent-free periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental Income; and (v) IFRS adjustments.

44 URW TIC: 100% TIC multiplied by URW's percentage stake in the project, adjusted by specific own costs and income, if any.

45 This includes the Group's share of projects fully consolidated and projects accounted for using the equity method, excluding remaining capex on delivered projects, Viparis capex commitments (€182 Mn) and commitments on the roads for the Westfield Milano project (€89 Mn).

46 GLA equals Gross Lettable Area of projects at 100%.

47 GLA signed, all agreed to be signed and financials agreed.

1.2. Project changes

Since December 31, 2022, there have been increases in the URW TIC, notably due to increased cost of construction as a consequence of higher inflation driven by the crisis in Ukraine. This significantly impacted the availability and prices of construction materials and works, causing the TIC to increase.

2. Pipeline projects as at June 30, 2023

2.1 Summary of pipeline projects

Development Projects1 Business Country Type URW Ownership 100% GLA
(sqm)
100% TIC
(€Mn)
URW TIC
(€Mn)
URW Cost to Date (€Mn) Yield on Cost2 Opening Date3 Project Valuation
WESTFIELD HAMBURG - RETAIL Shopping Centres Germany Greenfield / Brownfield 100% 94,545 1,000 H1-2024 Fair value
WESTFIELD HAMBURG - OTHERS Offices & Others Germany Greenfield / Brownfield 100% 77,655 630 H1-2024 Fair value
COPPERMAKER SQUARE4 Offices & Others UK Greenfield / Brownfield 25% 87,440 820 H2-2024 Fair value
TRIANGLE Offices & Others France Greenfield / Brownfield 30% 91,179 700 H1-2026 Fair value
LIGHTWELL Offices & Others France Redevelopment / Extension 100% 31,744 140 H2-2024 Fair value
Others 127,492 330
Total Committed projects 2,430 1,370 4.9%
SISTERS5 Offices & Others France Greenfield / Brownfield 100% 90,434 710 H2-2029 At cost
Total Controlled projects 710 8 0
URW TOTAL PIPELINE 3,140 1,450

1 Figures may not add up due to rounding and are subject to change according to the maturity of projects.

3 In the case of staged phases in a project, the date corresponds to the opening date of the main phase.

4 Formerly Cherry Park Residential.

5 TIC in line with FY-2022 as a result of project being on hold.

The URW Yield on Cost has decreased from 5.1% as at December 31, 2022, to 4.9% as at June 30, 2023, mainly due to the cost increase resulting from the inflation on Westfield Hamburg.

2 URW share of the expected stabilised Net Rental Income divided by the URW TIC increased by rent incentives (step rents and rent free periods), and for redevelopment projects only, the Gross Market Value of the standing assets at the launch of the project.

2.2. Detailed overview

URW Development pipeline by grouping

The TIC of the Westfield Hamburg project increased by c. +€100 Mn since December 31, 2022 mainly due to construction tendering and claims. 88% of the costs of construction on this project have been signed to date on the retail and office scope 48 to be delivered by H1-2024. The Westfield Hamburg retail project is now 85%49 pre-let, an improvement compared to 73%49 as at December 31, 2022, and 34% of the office buildings to be delivered in H1-2024 are pre-let.

56% of the total Committed pipeline URW TIC was already spent as at June 30, 2023, representing an amount of €1,360 Mn, of which €1,100 Mn was on the Retail pipeline and €260 Mn on Offices and Others. Of the €1,060 Mn still to be invested for Committed projects, €450 Mn has already been contracted.

Only 11% of the total Controlled pipeline URW TIC was spent, representing an amount of €80 Mn, including land costs, mainly on Offices and Others projects.

URW Cost to Date per country (€1,450 Mn)

48 Excluding Tower C for a total amount of €80 Mn.

49 GLA signed, all agreed to be signed and financials agreed.

URW Development pipeline per type and business50

(1) Based on main use of site.

The Group has an increasing focus on mixed-use projects (notably including residential, offices & hotels) such as Coppermaker Square next to Westfield Stratford City and Westfield Hamburg. Westfield Hamburg encompasses retail, offices, hotel and residential and now accounts for 52% of URW TIC.

Retail accounts for 32% of pipeline GLA (and 61% of TIC), of which 9% relates to dining and leisure extensions. 45% of the total development pipeline projects GLA relates to offices, 15% to residential, and 9% to hotels.

3. Deliveries expected in H2-2023 and H1-2024

Two projects are scheduled to be delivered in H2-2023, representing a URW TIC of €30 Mn, of which 85% has been spent already:

  • Coppermaker Square Retail, a 7,437 sqm leisure development adjacent to Westfield Stratford City and delivered as part of the Coppermaker Square residential development is expected to open in H2-2023;
  • Restructure of the former El Corte Inglés unit, located in the extension area of Westfield Parquesur, with more than 14,954 sqm to extend Inditex brands.

The average pre-letting51 on those 2023 deliveries stands at 83%.

H1-2024 key deliveries include:

  • Westfield Hamburg-Überseequartier, a 172,200 sqm mixed-use project in Hamburg's seaside with retail, offices, hotels and a cruise ship terminal with the first retail handovers started in Q2-2023 and an opening date in H1-2024;
  • CNIT Eole, a redevelopment of the commercial centre that will become the new gateway of Paris La Défense thanks to the new transportation hub that will improve the connectivity to the western part of Greater Paris. The restructuring of an existing area of 29,307 sqm will be delivered including 45 new shops representing 30% of the project, and a new Convention and Exhibition centre for the remainder;
  • Fisketorvet Dining, a 5,845 sqm refurbishment of the dining area (including 1,584 additional sqm) of the Fisketorvet Mall in Copenhagen, by creating a destination with attractive and renewed offers.

50 Figures may not add up due to rounding.

51 Based on MGR signed, all agreed to be signed and financials agreed.

URW's NRV amounted to €150.70 per share as at June 30, 2023, a decrease of -€5.00 per share (-3.2%) compared to the NRV as at December 31, 2022 (€155.70 per share).

The NRV includes €4.72 per share of goodwill not justified by the fee businesses or tax optimisations, which is mainly related to the Westfield acquisition. Net of this goodwill, the NRV would be €145.98 per share.

URW's NDV amounted to €141.60 per share as at June 30, 2023, a decrease of -€6.80 per share (-4.6%) compared to the NDV as at December 31, 2022 (€148.40 per share). URW's NDV includes the mark to market of debt and financial instruments but does not include any goodwill.

1. Property portfolio

Unless otherwise indicated, the data presented in the property portfolio are on a proportionate52 basis as at June 30, 2023, and comparisons are with values as at December 31, 2022.

The total GMV of URW's portfolio53 amounted to €51.0 Bn (€52.2 Bn), a decrease of -2.3%. On a like-for-like basis, the GMV decreased by -2.2% (or -€1.0 Bn).

Investment market retail and office

Total real estate investment volumes54 in Continental Europe stood at around half their 10-year average levels, with €51.1 Bn transacted in H1-2023 (down -61% vs. H1-2022 and down -53% vs. H2-2022). In the UK, total investment volumes54 amounted to €18.5 Bn in H1-2023, down -62% compared to H1-2022 and down -39% compared to H2-2022.

Total retail investment volumes54 in Continental Europe were €8.3 Bn (down -61% vs. H1-2022 and down -42% vs. H2- 2022), including shopping centre transactions accounting for 20% (€1.6 Bn) of this amount (vs. 40% in H1-2022 and 42% in H2-2022).

Total retail investment volumes54 in the UK were €4.0 Bn (down -24% vs. H1-2022 and up +43% vs. H2-2022), including shopping centre transactions accounting for 22% (€0.9 Bn) of this amount (vs. 26% in H1-2022 and 20% in H2-2022).

US retail investment volumes saw a -43% year-on-year decrease in May YTD, with total transactions reported by Real Capital Analytics of \$23.5 Bn. For shopping centres, the decrease in deal volume year-on-year was -65% at \$9.8 Bn.

Total office investment volumes54 in Continental Europe were €13.9 Bn in H1-2023, down -65% compared to H1-2022 and down -66% compared to H2-2022.

52 The sum of the GMV for the assets fully consolidated, the ownership at share of the GMV of assets jointly controlled accounted for using the equity method and the equity values for assets not controlled by URW.

53 Including the Group's services business, the airport activities, the Westfield trademark, transfer taxes and transaction costs. Does not include the goodwill not justified by the fee business nor the impact of the application of IFRS 16.

54 Source: Cushman & Wakefield, estimates as at July 13, 2023.

1.1. URW's portfolio

Asset portfolio valuation
(including transfer taxes) (a)
June 30, 2023 Like-for-like change net of
investment - H1-2023 (b)
Dec. 31, 2022
€ Mn % € Mn % € Mn %
Shopping Centres 44,203 87% - 779 -1.9% 45,209 87%
Offices & Others 3,188 6 % - 127 -6.0% 3,346 6 %
Convention & Exhibition 2,633 5 % - 55 -2.1% 2,643 5 %
Services 1,006 2 % - 58 -5.5% 1,052 2 %
Total URW 51,029 100% - 1,019 -2.2% 52,250 100%

Figures may not add up due to rounding.

(a) On a proportionate basis, including transfer taxes and transaction costs (see §1.6 for IFRS and Group share figures).

The portfolio valuation includes:

  • The appraised or at cost value of the entire property portfolio, whether fully consolidated or under joint control (for URW's share);

  • The fair value of the Westfield trademark;

  • The equity value of URW's investments in assets not controlled by URW (Zlote Tarasy, Gropius Passagen, Foncière Crossroads, Triangle and the Blum/Centennial and Starwood Ventures entities). The equity value of URW's share investments in assets not controlled by URW amounted to €1,295 Mn (€1,297 Mn).

The valuations consider the negative cash flows related to rents paid on concessions or leaseholds, which are accounted for as financial debt in the consolidated statement of financial position.

The portfolio neither includes €0.8 Bn of goodwill not justified by the fee business, nor financial assets such as the cash and cash equivalents on the Group's consolidated statement of financial position as at June 30, 2023.

(b) Excluding the currency effect, investment properties under construction, assets not controlled by URW, assets at bid value and changes in scope (including acquisitions, disposals and deliveries of new projects) through June 30, 2023. Changes in scope consist mainly of the:

  • Disposal of "V" office building in France;

  • Disposal of Westfield North County and Westfield Brandon in the US;

  • Acquisition of the remaining 50% stake in the Croydon Partnership; and

  • Delivery of Garbera extension in Spain.

The like-for-like change in the portfolio valuation is calculated excluding the changes described above.

URW Valuation as at Dec. 31, 2022 (€ Mn) 52,250
Like-for-like revaluation - 1,019
Revaluation of non like-for-like assets - 204 (a)
Revaluation of shares - 2 (b)
Capex / Acquisitions / Transfers 574
Disposals - 343 (c)
Constant Currency Effect - 226 (d)
URW Valuation as at June 30, 2023 (€ Mn) 51,029

Figures may not add up due to rounding.

(a) Non like-for-like assets include IPUC valued at cost or at fair value, assets delivered in H1-2023, and assets at bid value.

(b) Revaluation of the shares in companies holding the assets not controlled by URW.

(c) Value as at December 31, 2022, of the assets disposed.

(d) Currency impact of -€226 Mn, including -€208 Mn in the US and -€130 Mn in the Nordics, partly offset by +€111 Mn in the UK, before offsets from foreign currency debt and hedging programs.

Appraisers

In March 2021, as part of the rotation recommended by RICS, URW signed new appraisal mandates with 2 international and qualified appraisal firms, Cushman & Wakefield and Jones Lang LaSalle, to value its Shopping Centre and Offices & Others portfolio. In Continental Europe, URW rotated the assets appraised by these 2 firms: in H1-2021, the appraisers were rotated for Central Europe, Spain, Nordics, France Offices & Others and The Netherlands and in H2-2021, URW rotated appraisers for France Shopping Centres, Germany and Austria.

URW has allocated properties across independent appraisers by region for comparison and benchmarking purposes. The valuation process has a centralised approach, intended to ensure that capital market views on the Group's portfolio are taken into account. Assets are appraised twice a year (in June and December), except services companies, which are externally appraised once a year.

Appraiser Regions appraised as at June 30, 2023 % of total
portfolio
June 30, 2023
% of total
portfolio
Dec. 31, 2022
Cushman & Wakefield France / Germany / Austria / Nordics / Spain / UK(a) / US 48% 47%
Jones Lang LaSalle France / Germany / Central Europe / The Netherlands 34% 34%
Kroll US 7 % 7 %
PwC(b) France 6 % 8 %
Other appraisers Central Europe / US 2 % 2 %
At cost, under sale agreement or internal 3 % 2 %
100% 100%

Figures may not add up due to rounding.

(a) The Group's UK Shopping Centre portfolio was valued by Cushman & Wakefield and Avison Young. (b) PwC assesses the Convention & Exhibition venues and the Westfield trademark.

Fees paid to appraisers are determined prior to the valuation process and are independent from the value of properties appraised. A detailed report, dated and signed, is produced for each appraised property. None of the appraisers have received fees from URW representing more than 10% of their turnover.

Integration of ESG in URW's valuations

Environmental, Social & Governance (ESG) factors are impacting investment approaches in real estate markets. Driving forces include legislation change, availability of finance, and increasing societal awareness of ESG factors such as climate risk.

A significant amount of information has been made available to the appraisers in relation to several ESG KPIs on an assetby-asset basis55 . Amongst others, these KPIs are the Energy Use Intensity on common areas, BREEAM certificate label part II, climate risk studies outcomes, renewable energy on-site production or presence of EV chargers. Appraisers have reviewed and considered the information provided in their valuation process. Capex to be spent in the next 5 years for the Energy Action Plan were integrated as ESG Capex within the valuation model.

This information will be updated on a regular basis so that appraisers can integrate it in their valuations.

55 For European shopping centres.

Valuation methodology

Appraisal methods used by appraisers are compliant with international standards and guidelines as defined by RICS, IVSC ("International Valuation Standards Council") and FEI ("Fédération des Entreprises Immobilières").

Valuation scope

97% of URW's portfolio was appraised by independent appraisers as at June 30, 2023.

Investment Properties Under Construction ("IPUC") for which a value could be reliably determined are required to be accounted for at fair value and were assessed by external appraisers.

IPUC are taken at fair value once management considers that a substantial part of the project's uncertainty has been eliminated, such that a reliable fair value can be established.

The CNIT Eole has been carried at fair value since June 30, 2022, and the Dining project at Fisketorvet since December 31, 2022. Westfield Hamburg was assessed at fair value for the first time as at June 30, 2023.

Since and as a result of the acquisition accounting for the Westfield transaction, the main projects in the US, the UK and Italy were carried at fair value as at June 30, 2023.

Refer to the table in the Section "Development projects as at June 30, 2023" for the valuation method used for each development project in the Group's pipeline.

The remaining assets of the portfolio (3%) were valued as follows:

  • At cost, subject to impairment test, for IPUC for which a reliable value could not yet be established. These include assets under development (see Section "Development projects as at June 30, 2023" for more details);
  • Internal valuations were performed by URW as at June 30, 2023, for the services activities and for a few minor office assets in the US; and
  • At bid value for assets subject to an agreement pursuant to which these will be disposed: Westfield Valencia Town Center and Westfield Mission Valley56 .

The total value of the IPUC amounted to €2.2 Bn, of which €1.8 Bn valued at fair value and €0.5 Bn valued at cost (25% of the value at cost was tested with an external valuation as at June 30, 2023).

Unless otherwise indicated, valuation changes and references to asset values include transfer taxes and transaction costs.

Valuation including transfer taxes
in € Mn
Appraiser Sector June 30, 2023 Dec. 31, 2022
Cushman & Wakefield Shopping Centres/Offices & Others 17,963 17,314
Jones Lang LaSalle Shopping Centres/Offices & Others 17,302 17,530
PwC Shopping Centres/C&E 2,818 2,802
Other appraisers Shopping Centres 3,087 3,068
Impact of the assets valued by two appraisers Shopping Centres 2,279
-
2,217
-
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others 472 1,203
Total Europe 39,363 39,701
Cushman & Wakefield Shopping Centres/Offices & Others 6,394 6,927
Kroll Shopping Centres/Offices & Others 3,497 3,894
PwC Shopping Centres 176 214
Other appraisers Shopping Centres 308 379
Internal valuation Offices & Others 42 49
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others 244 34
Total US 10,660 11,497
Services 1,006 1,052
Total URW 51,029 52,250

56 Including Mission Valley West.

1.2. Shopping Centre portfolio

The value of URW's Shopping Centre portfolio is the total value of each individual asset as determined by the Group's appraisers, except as noted above.

The Westfield trademark is split by the region in which the Group operates Westfield branded shopping centres and is included within the Flagships category valuation. The airport activity and CBD assets57 are included within Flagships in the US.

Evolution of URW's Shopping Centre portfolio valuation

The value of URW's Shopping Centre portfolio amounted to €44,203 Mn (€45,209 Mn).

Like-for-like revaluation - 779
Revaluation of non like-for-like assets - 142
Revaluation of shares - 6
Capex / Acquisitions / Transfers 415
Disposals - 246
Constant Currency Effect - 248
URW Valuation as at June 30, 2023 (€ Mn) 44,203
URW Valuation as at Dec. 31, 2022 (€ Mn) 45,209
Like-for-like revaluation 779
Revaluation of non like-for-like assets 142
Revaluation of shares 6
Capex / Acquisitions / Transfers 415
Disposals - 246
Constant Currency Effect - 248
URW Valuation as at June 30, 2023 (€ Mn) 44,203
Figures may not add up due to rounding.
Based on an asset value excluding estimated transfer taxes and transaction costs, the Shopping Centre division's NIY stood
at 5.1%.
the UK and 5.5% in the US. When compared to the NIY, this metric incorporates the filling in of currently high level of
June 30, 2023 Dec. 31, 2022
Shopping Centre portfolio by
region
Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield Potential Yield Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield Potential Yield
€ Mn € Mn € Mn € Mn
13,149 12,665 4.7% 4.9% 13,409 12,918 4.5% 4.7%
3,598 3,517 5.5% 5.9% 3,627 3,544 5.0% 5.6%
16,747 16,182 4.9% 5.1% 17,035 16,463 4.6% 4.9%
4,959 4,914 6.0% 6.2% 4,837 4,793 5.7% 5.9%
2,206 2,195 5.1% 5.3% 2,254 2,243 4.9% 5.2%
3,169 2,986 5.5% 5.8% 3,104 2,950 5.4% 5.7%
10,333 10,095 5.6% 5.9% 10,194 9,986 5.4% 5.6%
2,470 2,420 4.9% 5.3% 2,649 2,595 4.8% 5.2%
1,659 1,500 5.4% 5.8% 1,662 1,536 5.2% 5.6%
4,129 3,920 5.1% 5.5% 4,311 4,131 5.0% 5.4%
31,210 30,197 5.1% 5.4% 31,541 30,580 4.9% 5.2%
2,480 2,350 6.1% 7.0% 2,359 2,236 6.1% 7.0%
33,690 32,548 5.2% 5.5% 33,899 32,816 5.0% 5.3%
vacancy in the UK and in the US, at 8.5% and 9.9% respectively.
Based on an asset value excluding estimated transfer taxes and transaction costs, the Shopping Centre division's NIY
increased by +20 bps and the Potential Yield by +20 bps, as a result of (i) decreasing GMV (-2.7%) and increasing NRI next
12 months (+2.8%), supported by indexation and operating performance.
France
Spain
Southern Europe
Central Europe
Austria
Germany
Central and Eastern Europe
Nordics
The Netherlands
Northern Europe
Subtotal Continental Europe
UK
Subtotal Europe
US
10,513 10,314 4.8% 5.5% 11,310 11,217 4.6% 5.2%

57 Westfield World Trade Center and San Francisco Centre.

The following table shows the breakdown for the US Shopping Centre portfolio:

June 30, 2023 Dec. 31, 2022
US Shopping Centre portfolio
by category
Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield Potential Yield Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield
Potential Yield
€ Mn € Mn € Mn € Mn
Flagships US incl. CBD assets (a) 9,846 9,647 4.6% 5.2% 10,307 10,214 4.2% 4.8%
Regionals US 667 667 8.8% 10.6% 1,004 1,004 8.6% 9.5%
Total US 10,513 10,314 4.8% 5.5% 11,310 11,217 4.6% 5.2%

Figures may not add up due to rounding.

(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of €459 Mn as at June 30, 2023, and for a total amount of €568 Mn as at December 31, 2022. However, these activities are not part of the NIY computation.

For Flagship assets, excluding CBD assets, the Net Initial Yield stands at 4.7% as at June 30, 2023 vs. 4.4% as at December 31, 2022, and the Potential Yield stands at 5.2% as June 30, 2023 vs. 4.7% as at December 31, 2022.

The valuation including transfer taxes of the US Shopping Centre portfolio expressed in EUR decreased by -7.0% over the semester and by -5.3% in USD, from \$12,065 Mn to \$11,426 Mn.

The following table shows the bridge of the US Shopping Centre portfolio in USD from December 31, 2022, to June 30, 2023, with the split by category:

Total US Flagships US incl.
CBD assets (a)
Regionals US
URW Valuation as at Dec. 31, 2022 (\$ Mn) 12,065 10,993 1,072
Like-for-like revaluation 279
-
190
-
89
-
Revaluation of non like-for-like assets 137
-
139
-
3
Revaluation of shares 1 - 1
Capex / Acquisitions / Transfers 37 35 2
Disposals 261
-
- 261
-
URW Valuation as at June 30, 2023 (\$ Mn) 11,426 10,699 727

Figures may not add up due to rounding.

(a) The airport activities and the Westfield trademark for the US are included in the valuation of the US Flagships for a total amount of \$498 Mn as at June 30, 2023, and for a total amount of \$606 Mn as at December 31, 2022.

Sensitivity

The table below shows the sensitivity on URW's Shopping Centre portfolio value for assets fully consolidated or under joint control, excluding assets under development, the Westfield trademark and the airport activities.

Sensitivity Impact in
€ Mn
Impact in %
+25 bps in NIY 1,919
-
-4.7%
+25 bps in DR 681
-
-1.7%
+10 bps in ECR 522
-
-1.3%
-5% in appraisers' ERV 1,635
-
-4.0%

Like-for-like analysis

On a like-for-like basis, the value of URW's Shopping Centre portfolio, after accounting for works, capitalised financial expenses and eviction costs, decreased by -€779 Mn (-1.9%). This decrease was the result of a yield impact of -4.8% and a rent impact of +2.9%.

The like-for-like change was negative in Continental Europe at -1.7% after a decrease of -12.6% in the last 4 years, including -0.6% in 2022 (-1.4% in H2-2022). It was -0.8% in the UK after a decrease of -45.1% in the last 4 years, including -5.4% in 2022 (-4.2% in H2-2022). It was negative (-2.5%) in the US after a decrease of -26.9% in the last 4 years, including -7.4% in 2022 (-4.0% in H2-2022).

Shopping Centres - Like-for-like (LfL) change
H1-2023 LfL change in
€ Mn
LfL change in
%
LfL change -
Rent impact
LfL change -
Yield impact
France - 315 -2.5% 1.4% -3.9%
Spain - 62 -1.9% 3.9% -5.9%
Southern Europe - 377 -2.4% 2.0% -4.4%
Central Europe 106 2.7% 7.3% -4.7%
Austria - 77 -3.5% 0.4% -3.8%
Germany - 73 -2.7% -0.2% -2.6%
Central and Eastern Europe - 44 -0.5% 3.5% -4.0%
Nordics - 74 -2.9% -0.4% -2.5%
The Netherlands - 7 -0.4% 1.2% -1.6%
Northern Europe - 82 -1.9% 0.2% -2.1%
Subtotal Continental Europe - 503 -1.7% 2.3% -4.0%
UK - 18 -0.8% 0.6% -1.4%
Subtotal Europe - 521 -1.7% 2.1% -3.8%
US - 258 -2.5% 5.4% -7.9%
Total URW - 779 -1.9% 2.9% -4.8%

Figures may not add up due to rounding.

The 52 Flagship shopping centres represent 93% of URW's retail exposure (excluding assets under development, the airport activities and the Westfield trademark).

Shopping Centres - Like- for-like (LfL) change by category
H1-2023 LfL change in
€ Mn
LfL change in % LfL change - Rent impact LfL change -
Yield impact
Flagships Continental Europe 425
-
-1.6% 2.5% -4.1%
Flagships UK 18
-
-0.8% 0.6% -1.4%
Subtotal European Flagships - 443 -1.5% 2.3% -3.8%
Flagships US incl. CBD assets 176
-
-1.8% 5.0% -6.8%
Subtotal Flagships 619
-
-1.6% 3.0% -4.6%
Regionals Europe 78
-
-3.9% -0.2% -3.7%
Regionals US 82
-
-13.0% 7.6% -20.6%
Subtotal Regionals 160
-
-6.0% 2.4% -8.4%
Total URW 779
-
-1.9% 2.9% -4.8%

Figures may not add up due to rounding.

Non like-for-like analysis

The value of URW's non like-for-like Shopping Centre portfolio (projects, the Airport business and the Westfield trademark) decreased by -€142 Mn, after accounting for works, capitalised financial expenses and eviction costs.

1.3. Offices & Others portfolio

Evolution of URW's Offices & Others portfolio valuation

The Offices & Others portfolio includes the offices, the hotels (except the hotels at Porte de Versailles) and the residential projects.

The total value of URW's Offices & Others portfolio amounted to €3,188 Mn (€3,346 Mn).

URW Valuation as at Dec. 31, 2022 (€ Mn) 3,346
Like-for-like revaluation - 127
Revaluation of non like-for-like assets - 76
Revaluation of shares 5
Capex / Acquisitions / Transfers 128
Disposals - 97
Constant Currency Effect 10
URW Valuation as at June 30, 2023 (€ Mn) 3,188

Figures may not add up due to rounding.

The split by region of the total Offices & Others portfolio was as follows:

Valuation of Offices & Others
portfolio
(including transfer taxes)
June 30, 2023 Dec. 31, 2022
€ Mn % € Mn %
France 1,937 61% 2,136 64%
Other countries 581 18% 531 16%
Subtotal Continental Europe 2,518 79% 2,667 80%
UK 522 16% 492 15%
Subtotal Europe 3,040 95% 3,159 94%
US 148 5 % 186 6 %
Total URW 3,188 100% 3,346 100%

Figures may not add up due to rounding.

For occupied offices and based on an asset value excluding estimated transfer taxes and transaction costs, the Offices & Others division's NIY increased by +40 bps to 5.3%.

June 30, 2023 Dec. 31, 2022
Valuation of occupied office space Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield Valuation
including
transfer taxes
Valuation
excluding
estimated
transfer taxes
Net Initial Yield
€ Mn € Mn € Mn € Mn
France 1,509 1,470 5.1% 1,646 1,600 4.7%
Other countries 199 193 6.4% 205 199 6.2%
Subtotal Continental Europe 1,708 1,662 5.2% 1,850 1,798 4.9%
UK 76 72 n.m. 75 71 n.m.
Subtotal Europe 1,785 1,735 5.2% 1,926 1,870 4.9%
US 53 52 9.0% 67 64 6.8%
Total URW 1,838 1,786 5.3% 1,992 1,934 4.9%

Sensitivity

The table below shows the sensitivity on URW's Offices & Others portfolio value (occupied and vacant spaces) for assets fully consolidated or under joint control, excluding assets under development.

Sensitivity Impact in
€ Mn
Impact in %
+25 bps in NIY 104
-
-5.1%

Like-for-like analysis

The value of URW's Offices & Others portfolio, after accounting for the impact of works and capitalised financial expenses, decreased by -€127 Mn (-6.0%) on a like-for-like basis, due to a yield impact of -10.9% and a rent impact of +4.9%.

Offices & Others - Like-for-like (LfL) change
H1-2023 LfL change in
€ Mn
LfL change in
%
LfL change -
Rent impact
LfL change -
Yield impact
France -80 -4.9% 2.9% -7.8%
Other countries -9 -3.8% 0.6% -4.5%
Subtotal Continental Europe -89 -4.7% 2.6% -7.3%
UK -1 -1.7% 0.0% -1.7%
Subtotal Europe -90 -4.6% 2.5% -7.1%
US -37 -22.2% 17.2% -39.3%
Total URW -127 -6.0% 4.9% -10.9%

1.4. Convention & Exhibition portfolio

Valuation methodology

The valuation methodology adopted by PwC for the venues is mainly based on a discounted cash flow model applied to the total net income projected over the life of the concession or leasehold (net of the amounts paid for the concession or leasehold) if it exists, or otherwise over a 10-year period, with an estimate of the asset value at the end of the given time period, based either on the residual contractual value for concessions or on capitalised cash flows over the last year, including the remaining capital expenditures to be spent on Porte de Versailles (€182 Mn).

Evolution of the Convention & Exhibition valuation

The value of URW's Convention & Exhibition venues, including transfer taxes and transaction costs, amounted to €2,633 Mn (€2,643 Mn).

URW Valuation as at Dec. 31, 2022 (€ Mn) 2,643 (a)
Like-for-like revaluation - 55
Revaluation of non like-for-like assets 14
Capex / Acquisitions / Transfers 31
URW Valuation as at June 30, 2023 (€ Mn) 2,633 (a)

Figures may not add up due to rounding.

(a) Excluding the Convention & Exhibition space in Carrousel du Louvre and CNIT, 100%-owned by URW, the valuation for Viparis (including Palais des Sports, Les Boutiques du Palais and the hotels at Porte de Versailles) was €2,542 Mn as at December 31, 2022, and €2,533 Mn as at June 30, 2023.

On a like-for-like basis, net of investments, the value of Convention & Exhibition venues decreased by -€55 Mn (-2.1%). This decrease was mainly driven by the increase in Weighted Average Cost of Capital (WACC).

1.5. Services

The Services portfolio is composed of URW's French, German, UK and US property services companies.

URW's Services portfolio is appraised annually by PwC as at each year-end to include all significant fee business activities in the portfolio at their market value for the calculation of URW's NAV. In URW's Consolidated statement of financial position, intangible assets are not revalued but recognised at cost less amortisation charges and/or impairment losses booked. As at June 30, 2023, URW's services portfolio was appraised internally by URW to take into account the impact of the current economic context.

The value of the Services portfolio decreased by -€58 Mn (-5.5%) on a like-for-like basis. The negative like-for-like revaluation was mainly impacted by the increase in WACC and the decrease of the Design, Development & Construction ("DD&C") business in the UK following the postponement of projects.

URW Valuation as at Dec. 31, 2022 (€ Mn) 1,052
Like-for-like revaluation 58
-
Constant Currency Effect 12
URW Valuation as at June 30, 2023 (€ Mn) 1,006

1.6. Proportionate, IFRS and Group share figures for the property portfolio

The figures presented previously in the property portfolio are on a proportionate basis.

The following tables also provide the IFRS GMV and the Group share level (in GMV) for URW's assets:

Proportionate IFRS Group share
URW Asset portfolio valuation -
June 30, 2023
€ Mn % € Mn % € Mn %
Shopping Centres 44,203 87% 42,405 87% 37,573 88%
Offices & Others 3,188 6 % 2,921 6 % 2,893 7 %
Convention & Exhibition 2,633 5 % 2,634 5 % 1,366 3 %
Services 1,006 2 % 1,006 2 % 943 2 %
Total URW 51,029 100% 48,966 100% 42,774 100%
URW Asset portfolio valuation -
Dec. 31, 2022
€ Mn % € Mn % € Mn %
Shopping Centres 45,209 87% 43,430 86% 38,510 88%
Offices & Others 3,346 6 % 3,125 6 % 3,094 7 %
Convention & Exhibition 2,643 5 % 2,644 5 % 1,372 3 %
Services 1,052 2 % 1,052 2 % 990 2 %
Total URW 52,250 100% 50,251 100% 43,967 100%
URW Like-for-like change - net of
Investments - H1-2023
€ Mn % € Mn % € Mn %
Shopping Centres 779
-
-1.9% 497
-
-1.5% 389
-
-1.4%
Offices & Others 127
-
-6.0% 109
-
-5.3% 107
-
-5.3%
Convention & Exhibition 55
-
-2.1% 54
-
-2.1% 29
-
-2.1%
Services 58
-
-5.5% 58
-
-5.5% 59
-
-6.0%
Total URW 1,019
-
-2.2% 718
-
-1.8% 584
-
-1.8%
URW Like-for-like change - net of
Investments - H1-2023 - Split
rent/yield impact
Rent impact % Yield impact % Rent impact % Yield impact % Rent impact % Yield impact %
Shopping Centres 2.9% -4.8% 2.4% -3.9% 2.4% -3.8%
Offices & Others 4.9% -10.9% 2.0% -7.4% 2.0% -7.3%
URW Net Initial Yield June 30, 2023 Dec. 31, 2022 June 30, 2023 Dec. 31, 2022 June 30, 2023 Dec. 31, 2022
Shopping Centres (a) 5.1% 4.9% 5.0% 4.8% 5.1% 4.9%
Offices & Others - occupied space (b) 5.3% 4.9% 5.3% 4.9% 5.3% 5.0%

Figures may not add up due to rounding.

(a) Shopping centres under development and shopping centres not controlled by URW are not included in the calculation. Shopping centres held by companies accounted for using the equity method are not included in the calculation of IFRS and Group share but are included in the proportionate for the ones under joint control.

(b) Offices under development and offices not controlled by URW are not included in the calculation. Offices held by companies accounted for using the equity method are not included in the calculation of IFRS and Group share but are included in the proportionate for those in joint control.

Bridge between Proportionate and IFRS as at June 30, 2023
€Mn
Asset portfolio
valuation
(including transfer
taxes)
Total URW on a proportionate basis 51,029
(-) Assets joint-controlled on a proportionate basis 8,217
-
(+) Share investments in assets joint-controlled 6,153
Total URW under IFRS 48,966

1.7. Additional Valuation parameters - IFRS 13

URW complies with the IFRS 13 fair value measurement and the position paper58 on IFRS 13 established by EPRA.

Considering the limited public data available, the complexity of real estate asset valuations, as well as the fact that appraisers use the non-public rent rolls of the Group's assets in their valuations, URW believes it is appropriate to classify its assets under Level 3. In addition, unobservable inputs, including appraisers' assumptions on growth rates, DR and ECR, are used by appraisers to determine the fair value of URW's assets.

In addition to the disclosures provided above, the following tables provide quantitative data in order to assess the fair valuation of the Group's assets.

Shopping Centres

All shopping centres are valued using the discounted cash flow and / or yield methodologies using compound annual growth rates as determined by the appraisers.

Shopping Centres -
June 30, 2023
Net Initial
Yield
Rent in € per
sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
Max 7.1% 952 9.5% 14.6% 15.6%
France Min 3.1% 164 6.5% 4.4% 3.1%
Weighted average 4.7% 597 6.8% 4.7% 4.8%
Max 10.5% 597 13.5% 9.0% 4.3%
Spain Min 4.6% 137 7.6% 5.0% 2.4%
Weighted average 5.5% 396 8.1% 5.3% 3.1%
Max 8.6% 718 9.5% 9.2% 2.8%
Central Europe Min 5.7% 144 7.4% 5.3% 1.2%
Weighted average 6.0% 458 7.8% 5.7% 1.9%
Max 5.2% 450 6.9% 4.8% 3.8%
Austria Min 5.0% 349 6.9% 4.8% 2.9%
Weighted average 5.1% 398 6.9% 4.8% 3.3%
Max 7.5% 510 9.1% 7.0% 4.2%
Germany Min 4.6% 164 6.5% 4.6% 1.4%
Weighted average 5.5% 302 7.1% 5.1% 3.1%
Max 6.3% 422 7.7% 5.6% 4.6%
Nordics Min 4.6% 276 6.9% 4.7% 3.5%
Weighted average 4.9% 366 7.1% 4.9% 3.8%
Max 7.5% 403 8.1% 6.9% 3.3%
The Netherlands Min 4.9% 278 6.2% 4.8% 2.3%
Weighted average 5.4% 365 6.4% 5.2% 2.8%
Max 6.5% 632 11.0% 10.1% 11.6%
UK Min 2.8% 55 7.7% 6.6% 2.0%
Weighted average 6.1% 348 8.0% 6.9% 2.8%
Max 11.3% 1,394 13.3% 11.3% 23.3%
US Min 3.4% 353 6.8% 4.8% 1.3%
Weighted average 4.8% 747 7.4% 5.4% 6.1%

NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table. (a) Average annual rent (MGR + SBR) per asset per sqm.

(b) Rate used to calculate the net present value of future cash flows.

(c) Rate used to capitalise the exit rent to determine the exit value of an asset.

(d) CAGR of NRI determined by the appraiser (duration of the DCF model used either 6 or 10 years).

58 EPRA Position Paper on IFRS 13 - Fair value measurement and illustrative disclosures, February 2013.

For the US, the split between Flagships and Regionals was as follows:

Shopping Centres -
June 30, 2023
Net Initial
Yield
Rent in € per
sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
Max 6.1% 1,394 7.5% 6.0% 23.3%
US Flagships Min 3.4% 451 6.8% 4.8% 2.0%
Weighted average 4.6% 835 7.1% 5.2% 6.5%
US Regionals Max 11.3% 618 13.3% 11.3% 3.6%
Min 7.6% 353 9.8% 8.0% 1.3%
Weighted average 8.8% 431 10.6% 8.9% 2.6%

NIY, DR and ECR weighted by GMV. Vacant assets, assets considered at bid value and assets under restructuring are not included in Min and Max calculation. Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in this table.

(a) Average annual rent (MGR + SBR) per asset per sqm.

(b) Rate used to calculate the net present value of future cash flows. (c) Rate used to capitalise the exit rent to determine the exit value of an asset.

(d) CAGR of NRI determined by the appraiser (10 years).

The Exit Capitalisation Rate59 used by appraisers in June 2023 valuations increased by +25 bps on average compared to the ones in December 2022 valuations, including:

▪ In Continental Europe from 4.8% to 5.0%;

  • In the UK from 6.7% to 6.9%; and
  • In the US from 5.1% to 5.4% (from 4.9% to 5.2% for the US Flagships and from 8.0% to 8.9% for the US Regionals).

The Discount Rate59 used by appraisers in June 2023 valuations increased by +25 bps on average compared to the ones in December 2022 valuations, including:

  • In Continental Europe from 6.9% to 7.1%;
  • In the UK from 7.9% to 8.0%; and
  • In the US from 7.0% to 7.4% (from 6.9% to 7.1% for the US Flagships and from 9.6% to 10.6% for the US Regionals).

This increase in ECR and DR in H1-2023 took place at a time when 10-year risk-free rates decreased on average by -14 bps in the countries where the Group operates, including -24 bps in Continental Europe60 , -4 bps in the US and +72 bps in the UK.

Thisincrease in ECR and DR is partly compensated by higher cash flow with a CAGR of NRI of 4.1% (vs. 4.0% for valuations as at December 31, 2022) as a result of the strong operating performance seen in H1-2023. It includes a CAGR of indexation of 2.5% in Continental Europe.

CAGR of NRI
determined by the
appraisers in the
DCF
CAGR of NRI - Starting from Dec. 31,
2022
Shopping Centres Valuations as at
June 30, 2023
Valuations as at
Valuations as at
June 30, 2023
Dec. 31, 2022
France 4.8% 4.9% 4.9%
Spain 3.1% 4.8% 4.3%
Central Europe 1.9% 3.4% 2.9%
Austria 3.3% 3.3% 3.1%
Germany 3.1% 3.2% 3.3%
Nordics 3.8% 3.2% 3.5%
The Netherlands 2.8% 3.7% 3.9%
UK 2.8% 3.3% 2.5%
US Flagships 6.5% 4.6% 5.0%
US Regionals 2.6% 2.0%
2.3%
Average URW 4.1% 4.1% 4.0%

As a consequence, the NRI of the exit year used by appraisers in June 2023 valuations increased in Continental Europe (+3.5%), in the US (+2.0%) and in the UK (+1.9%) compared to those reflected in December 2022 valuations.

59 Restated from 2022 and H1-2023 disposals.

60 Weighted by GMV.

2. EPRA Net Asset Value metrics calculation

The EPRA measures61 are calculated by adjusting the equity attributable to the holders of the Stapled Shares, as shown in the Consolidated statement of financial position (under IFRS), for the items as described below. These apply differently to each metric.

2.1. Equity attributable to the holders of the Stapled Shares

As at June 30, 2023, the Equity attributable to the holders of the Stapled Shares (which excludes both the Hybrid securities and the External non-controlling interests) came to €16,419 Mn.

The Equity attributable to the holders of the Stapled Shares incorporated the net recurring profit in the period of €757 Mn and the net negative impact in the period of -€1,295 Mn as a result of negative valuation movements, partially offset by the positive mark-to-market of financial instruments.

2.2. Revaluation to fair value of investment properties, development properties held for investment and other noncurrent investments

No adjustment was made for the purpose of the EPRA NRV, EPRA NTA and EPRA NDV calculation.

2.3. Deferred tax in relation to fair value movements in investment property

In the Group's IFRS consolidated accounts, deferred tax on property assets was calculated in accordance with accounting standards as at June 30, 2023.

As a result, and consistent with the EPRA methodology, for the purpose of the EPRA NRV calculation, deferred taxes (€1,785 Mn) were added back for the calculation of EPRA NRV, and for the calculation of the EPRA NTA. For the EPRA NTA calculation, -€892 Mn of effective deferred taxes were then deducted. The EPRA NDV was not adjusted.

2.4. Fair value of financial instruments

The fair value adjustment of financial instruments recorded in the IFRS consolidated statement of financial position was added back by URW for the EPRA NRV and EPRA NTA calculation for a total amount of €309 Mn (excluding exchange rate hedging) and remained at the IFRS value for the EPRA NDV.

Fair value movements of foreign currency hedging instruments (fair value hedges or net investment hedges) recorded in the balance sheet and associated with foreign exchange retranslation remains in all 3 NAV metrics (NRV, NTA, and NDV) to offset the movement in the underlying investment being hedged.

2.5. Goodwill as a result of deferred taxes

Goodwill booked on the balance sheet as a result of deferred taxes of -€177 Mn as at June 30, 2023, was excluded from the EPRA NRV, EPRA NTA and EPRA NDV.

2.6. Other Goodwill as per the IFRS Balance Sheet

Goodwill booked on the balance sheet (which is mainly related to the Westfield acquisition) of -€781 Mn was deducted from the EPRA NTA and EPRA NDV (net of the goodwill resulting from deferred taxes already deducted).

61 Refer to the EPRA website for more detail:

https://www.epra.com/application/files/3115/7287/4349/EPRA\_BPR\_Guidelines\_241019.pdf.

2.7. Intangibles as per the IFRS Balance Sheet

Intangible assets of -€839 Mn have been deducted from the EPRA NTA.

2.8. Fair value of fixed interest rate debt

The value of the fixed rate debt on the balance sheet of the Group is equal to the nominal value of the UR debt and the fair value of the Westfield debt at the accounting combination date (May 31, 2018). Taking fixed rate debt at its fair value would have a positive impact of +€4,365 Mn as at June 30, 2023. This impact was taken into account in the EPRA NDV calculation.

2.9. Revaluation of intangibles to fair value

When the fair value of an intangible asset can reliably be determined and is not already included within goodwill or otherwise recorded on the balance sheet, it is added to the EPRA NRV. The basis of valuation is disclosed. URW uses an external valuer at least annually to determine the valuation of such intangible assets and discloses the name of the firms undertaking the valuations. Care is taken that no double counting takes place with the Goodwill on the balance sheet.

The appraisal of property services companies in France, the US, the UK and Germany, the airport activities (excluding LAX and Chicago), the Westfield trademark and of the operations ("fonds de commerce") of Viparis Porte de Versailles, Paris Nord Villepinte, Palais des Congrès de Paris and Palais des Congrès d'Issy-les-Moulineaux, meet the criteria of this adjustment and have been so valued. This gave rise to an unrealised capital gain of +€912 Mn, which was added only for the purpose of the EPRA NRV calculation.

2.10. Real estate transfer tax

As at June 30, 2023, the transfer taxes and costs deducted from asset values in the statement of financial position (in accordance with IFRS) amounted to €1,850 Mn. This amount is taken into account in the EPRA NDV. For the purpose of the EPRA NRV calculation, this amount was added back.

For the purpose of the EPRA NTA calculation, the Group used the optimised net property value. Transfer taxes and transaction costs are estimated after taking into account the likely disposal scenario: sale of the asset or of the company that owns it. As at June 30, 2023, these estimated transfer taxes and other transaction costs compared to transfer taxes and costs already deducted from asset values on the statement of financial position (in accordance with IFRS) came to a positive net adjustment of +€464 Mn.

2.11. Fully diluted number of shares

Dilution from securities giving access to share capital as at June 30, 2023 was computed for such instruments "in the money" and having fulfilled the performance conditions.

In accordance with IFRS, financial instruments were recorded on URW's statement of financial position at their fair value with the impact of the change in fair value included in the income statement and thus in the equity attributable to the holders of the Stapled Shares.

The exercise of "in the money" stock options and performance shares with the performance conditions fulfilled as at June 30, 2023 would have led to a rise in the number of shares by +945,133, without any impact on the equity attributable to the holders of the Stapled Shares as they relate only to performance shares.

As at June 30, 2023, the fully-diluted number of shares taken into account for the EPRA measures calculations was 139,985,638.

2.12. URW's EPRA NRV

URW's EPRA NRV stood at €21,098 Mn or €150.70 per share (fully-diluted) as at June 30, 2023. The EPRA NRV per share decreased by -€5.00 (or -3.2%) compared to December 31, 2022.

The decrease of -€5.00 compared to December 31, 2022 was the sum of: (i) -€5.92 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Recurring Net Result, the Revaluation of Investment Properties, the Capital gains on disposals and the Mark-to-market of debt and financial instruments; and (ii) +€0.92 per share of changes due to NAV adjustments, including mainly the impacts of fair value of financial instruments adjustment, of real estate transfer taxes, of intangible assets and of deferred taxes on Balance sheet.

2.13. URW's EPRA NTA

URW's EPRA NTA stood at €16,288 Mn or €116.40 per share (fully-diluted) as at June 30, 2023. The EPRA NTA per share decreased by -€4.60 (or -3.8%) compared to December 31, 2022.

The decrease of -€4.60 compared to December 31, 2022 was the sum of: (i) -€5.92 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Recurring Net Result, the Revaluation of Investment Properties, the Capital gains on disposals and the Mark-to-market of debt and financial instruments; and (ii) +€1.32 per share of changes due to NAV adjustments, including mainly the impacts of fair value of financial instruments adjustment, of goodwill, of intangible assets and of deferred taxes.

2.14. URW's EPRA NDV

URW's EPRA NDV stood at €19,827 Mn or €141.60 per share (fully-diluted) as at June 30, 2023. The EPRA NDV per share decreased by -€6.80 (or -4.6%) compared to December 31, 2022.

The decrease of -€6.80 compared to December 31, 2022 was the sum of: (i) -€5.92 per share of changes in Equity attributable to the holders of the Stapled Shares including mainly the Recurring Net Result, the Revaluation of Investment Properties, Capital the gains on disposals and the Mark-to-market of debt and financial instruments; and (ii) -€0.88 per share of changes due to NAV adjustments corresponding to the impact of fair value adjustment of fixed interest rate debt a,d of goodwill.

See details in table "Evolution of EPRA NRV, EPRA NTA and EPRA NDV - per share (fully diluted)".

3. EPRA Net Asset Value metrics table

June 30, 2023
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 16,419 16,419 16,419
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 16,419 16,419 16,419
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0
ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used) 0 0 0
ii.c) Revaluation of other non-current investments(2) 0 0 0
iii) Revaluation of tenant leases held as finance leases(3) 0 0 0
iv) Revaluation of trading properties(4) 0 0 0
Diluted NAV at Fair Value 16,419 16,419 16,419
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,785 1,785 -
v.b) Effective deferred taxes on capital gains - 892
-
-
vi) Fair value of financial instruments 309 309 -
vii) Goodwill as a result of deferred tax 177
-
177
-
177
-
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) - 781
-
781
-
viii.b) Intangibles as per the IFRS balance sheet - 839
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,365
x) Revaluation of intangibles to fair value 912 - -
xi) Real estate transfer tax(6) 1,850 464 -
NAV 21,098 16,288 19,827
Fully diluted number of shares 139,985,638 139,985,638 139,985,638
NAV per share €150.70 €116.40 €141.60

Figures may not add up due to rounding.

(1) Difference between development property held on the balance sheet at cost and fair value of that development property.

(2) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(5) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(6) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted. * "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

Dec. 31, 2022
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 17,189 17,189 17,189
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 17,189 17,189 17,189
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0
ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used) 0 0 0
ii.c) Revaluation of other non-current investments(2) 0 0 0
iii) Revaluation of tenant leases held as finance leases(3) 0 0 0
iv) Revaluation of trading properties(4) 0 0 0
Diluted NAV at Fair Value 17,189 17,189 17,189
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,788 1,788 -
v.b) Effective deferred taxes on capital gains - 894
-
-
vi) Fair value of financial instruments 265 265 -
vii) Goodwill as a result of deferred tax 177
-
177
-
177
-
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) - 903
-
903
-
viii.b) Intangibles as per the IFRS balance sheet - 821
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,596
x) Revaluation of intangibles to fair value 1,018 - -
xi) Real estate transfer tax(6) 1,642 436 -
NAV 21,725 16,884 20,706
Fully diluted number of shares 139,500,420 139,500,420 139,500,420
NAV per share €155.70 €121.00 €148.40

(1) Difference between development property held on the balance sheet at cost and fair value of that development property.

(2) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(5) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(6) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.

* "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

EPRA NRV
June 30, 2023 Dec. 31, 2022 June 30, 2022
Equity attributable to the holders of the Stapled Shares (IFRS) 16,419 17,189 17,929
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 16,419 17,189 17,929
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0
ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used) 0 0 0
ii.c) Revaluation of other non-current investments(2) 0 0 0
iii) Revaluation of tenant leases held as finance leases(3) 0 0 0
iv) Revaluation of trading properties(4) 0 0 0
Diluted NAV at Fair Value 16,419 17,189 17,929
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,785 1,788 1,844
v.b) Effective deferred taxes on capital gains - - -
vi) Fair value of financial instruments 309 265 424
vii) Goodwill as a result of deferred tax 177
-
177
-
177
-
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) - - -
viii.b) Intangibles as per the IFRS balance sheet - - -
Include*:
ix) Fair value of fixed interest rate debt - - -
x) Revaluation of intangibles to fair value 912 1,018 1,046
xi) Real estate transfer tax(6) 1,850 1,642 1,728
EPRA NRV 21,098 21,725 22,794
Fully diluted number of shares 139,985,638 139,500,420 139,511,827
EPRA NRV per share €150.70 €155.70 €163.40
% of change over six months -3.2% -4.7% 2.4%
% of change over one year -7.8% -2.4% 0.6%

(1) Difference between development property held on the balance sheet at cost and fair value of that development property.

(2) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(5) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(6) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted.

* "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

Evolution of EPRA NRV, EPRA NTA and EPRA NDV - per share (fully diluted) EPRA NRV EPRA NTA EPRA NDV
As at Dec. 31, 2022, per share €155.70 €121.00 €148.40
Recurring Net Result 5.45 5.45 5.45
Revaluation of Investment Properties *
Shopping Centres
6.81
-
Offices & Others
1.68
-
Convention & Exhibition
0.13
-
Depreciation or impairment of intangibles
Impairment of goodwill
Capital gain on disposals
Subtotal revaluations, impairments and capital gain on disposals
Mark-to-market of debt and financial instruments
Taxes on non-recurring result
Other non-recurring result
Subtotal non-recurring financial expenses, taxes and other
8.61
-
0.05
-
0.74
-
0.20
-
9.60
-
0.51
0.13
-
0.02
-
0.35
8.61
-
0.05
-
0.74
-
0.20
-
9.60
-
0.51
0.13
-
0.02
-
0.35
8.61
-
0.05
-
0.74
-
0.20
-
9.60
-
0.51
0.13
-
0.02
-
0.35
Distribution
Other changes in Equity attributable to the holders of the Stapled Shares
-
2.12
-
-
2.12
-
-
2.12
-
Total changes in Equity attributable to the holders of the Stapled Shares 5.92
-
5.92
-
5.92
-
Impact of potential issuance of Stock Options and number of shares
Revaluation of Investment Properties (operating assets)
-
-
-
-
-
-
Impact of deferred taxes on Balance sheet and effective deferred taxes 0.02
-
0.01
-
-
Impact of fair value of financial instruments adjustment 0.31 0.31 -
Impact of impairment or changes in goodwill as per the IFRS balance sheet - 0.87 0.87
Impact of real estate transfer tax 1.48 0.20 -
Impact from intangible assets 0.75
-
0.14
-
-
Impact of fair value adjustment of fixed interest rate debt - - 1.65
-
Impact of change in the number of fully diluted Stapled Shares 0.10
-
0.08 0.10
-
Total changes due to NAV adjustments 0.92 1.32 0.88
-
As at June 30, 2023, per share (fully diluted) €150.70 €116.40 €141.60

(*) Revaluation of property assets is -€6.93 per share on a like-for-like basis, of which -€17.22 due to the yield effect and +€10.29 due to the rent effect.

5. FINANCIAL RESOURCES 62

H1-2023 saw persistent inflation leading Central Banks to pursue rates hikes. The first half also saw higher market volatility with US regional banks crisis, uncertainties around the banking system including the Credit Suisse situation and a potential recession looming.

During this period, URW raised €653 Mn (€721 Mn on a proportionate basis) of medium to long-term funds in the mortgage and bank markets (including credit facility renewals), further strengthening its liquidity position.

In addition, on June 20, 2023, the Group launched an any-and-all par-for-par Exchange Offer on its €1.25 Bn hybrid Perp-NC23 notes ("Old Notes") into a combination of (i) new Euro denominated Perp-NC28 hybrid notes with a coupon of 7.25% ("New Notes") and (ii) a cash amount when applicable.

The first of its kind by a corporate issuer, the Exchange Offer was successfully completed on June 26, 202363 with a participation rate of 92%, corresponding to:

  • €1.15 Bn of Old Notes validly submitted for exchange and cancelled at the Settlement Date on July 3, 2023;
  • €995 Mn of New Notes issued at the Settlement Date; and
  • €155 Mn of cash paid out at the Settlement Date (the Cash Amount).

Accordingly, the Group's overall hybrid portfolio will decrease to €1,845 Mn (corresponding to a reduction of 7.76%).

As at June 30, 2023, the Group had €11.9 Bn of cash on hand and undrawn credit lines (€12.0 Bn on a proportionate basis) including €3.8 Bn of cash on hand (€4.0 Bn on a proportionate basis).

As at June 30, 2023:

  • The Interest Coverage Ratio ("ICR") was 4.4x (4.2x);
  • The Funds From Operations (FFO) to Net Financial Debt Ratio ("FFO/NFD") was 8.3% (7.6%);
  • The Loan-to-Value ("LTV") ratio64 was 41.9%65 (41.2%);
  • The Net debt/EBITDA ratio66 was 9.4x (9.6x).

The average cost of debt for the period was 1.8% (2.0%), representing the blended average cost of 1.3% for Euro denominated debt and 3.9% for USD and GBP denominated debt as a result of improved cash remuneration on an increasing cash position and a stable cost of gross debt thanks to hedges in place.

62 As the Group's financial covenants are calculated in accordance with IFRS, unless otherwise indicated, the financial information in this section is presented in accordance with IFRS. The Group also provides such information on a proportionate basis (see comparative table in section 4). For definitions, refer to the Glossary.

Unless otherwise indicated, comparisons to ratios, debt outstanding, average cost of debt, the amount of undrawn credit lines and cash on hand relate to December 31, 2022.

63 With a Settlement Date on July 3, 2023.

64 Net financial debt (or "net debt") as shown on the Group's balance sheet, after the impact of derivative instruments on debt raised in foreign currencies / total assets, including transfer taxes (43.5% excluding transfer taxes).

65 Excluding €838 Mn of goodwill not justified by fee business as per the Group's European bank debt leverage covenants (€899 Mn on a proportionate basis).

66 On last 12-month basis.

1. Debt structure as at June 30, 2023 67

The Group's net debt68 both on an IFRS basis (€20,503 Mn) and on a proportionate basis69 (€22,233 Mn) continued to decrease in H1-2023, primarily as a result of:

  • the completion of €328 Mn of disposals;
  • retained cash flow over the period;
  • foreign exchange evolution on the debt raised in USD and GBP (impact of €33 Mn) 70 71 .

partly offset by:

  • capital expenditure spent over the period;
  • the €155 Mn Cash Amount accounted for as financial debt in H1-2023 accounts and cashed out by the PERP-NC23 hybrid holders on July 3, 2023.

The medium to long-term corporate debt issued by the various URW entities is cross guaranteed. No loans are subject to prepayment clauses linked to the Group's credit ratings72 .

In line with the Group's efforts to deleverage in the US, the Group (along with its JV partner) made the decision not to repay the \$195 Mn at 100% (\$97.5 Mn at URW share) secured debt on Westfield Valencia Town Center, which matured on January 1, 2023. The value of the asset in URW's books stands at \$106 Mn as at June 30, 2023 on a proportionate basis.

With regard to San Francisco Centre, given the challenging operating conditions in downtown San Francisco, which have led to declines in sales, occupancy and footfall, the Group have made the difficult decision to begin the process to transfer management of the shopping centre to the lender to allow them to appoint a receiver to operate the property going forward. The secured debt on San Francisco Centre amounts to \$558 Mn at 100% (\$340 Mn at URW share73) and matures in August 2026. The value of the asset in URW's books stands at \$301 Mn74 on a proportionate basis as at June 30, 2023 (\$352 Mn as at December 31, 2022).

Westfield Valencia Town Center and San Francisco Centre, are expected to be sold or foreclosed. The debt attached to each of these assets is non-recourse and its non-repayment has no impact on the rest of the Group's debt.

In addition to the disposals closed in H1-2023, the Group signed an agreement for the sale of Novotel Lyon Confluence in France and sold Westfield Mission Valley shopping centres in San Diego, California for a sale price of \$290 Mn (at 100%, URW share 42%).

The additional net debt reduction from these assets sale or foreclosure would amount in total to €0.2 Bn in an IFRS basis and €0.5 Bn on a proportionate basis.

67 Hybrid securities are accounted for as equity. The hybrid securities are deeply subordinated perpetual instruments with a coupon deferral option and are required to be classified as equity under IFRS. Details on the outstanding hybrid securities are available at: https://www.urw.com/en/investors/financing-activity/bond-issues

68 After impact of derivative instruments on debt raised in foreign currencies. Excluding financial leases accounted as debt under IFRS 16 and partners' current account.

69 The sum of: (i) IFRS debt, and (ii) the Group's share of debt at joint ventures in joint control accounted for using the equity method under IFRS, most of which is secured by assets held in joint ventures.

70 Based on following exchange rates as at June 30, 2023: EUR/USD 1.0866 and EUR/GBP 0.8583 vs. exchange rates as at December 31, 2022: EUR/USD 1.0666 and EUR/GBP 0.8869.

71 On a proportionate basis: €38 Mn.

72 Barring exceptional circumstances (change of control).

73 \$121 Mn on an IFRS basis.

74 \$112 Mn on an IFRS basis.

1.1. Gross debt breakdown as at June 30, 202375

- Breakdown by financing sources

  • Breakdown by currency

75 Figures may not add up due to rounding.

1.2. Funds Raised

Bank debt:

During H1-2023, the Group signed €789 Mn76 of bank debt including mainly:

  • €300 Mn sustainability-linked loans with an average maturity of 2.8 years;
  • €100 Mn new bilateral credit facilities with a 2-year maturity;
  • A non-recourse mortgage loan backed by Westfield Galeria at Roseville for an amount of \$275 Mn with a 5-year77 maturity. This debt has been consolidated at 100% in the Group's proportionate accounts;
  • A non-recourse mortgage loan to refinance a maturing mortgage loan on Paunsdorf Center for total amount of €120 Mn with a 5-year maturity. This debt has been consolidated at share in the Group's proportionate accounts78 .

The Group also fully drew, at the end of its availability period, the €150 Mn 5y sustainability-linked term loan signed in October 2022.

Furthermore, the Group extended by one year the maturity of €3,250 Mn existing European credit facilities (including €3,100 Mn of sustainability-linked credit facility).

Short to medium term paper:

URW did not issue any short-term paper, due to the Group's high liquidity position in H1-2023.

1.3. Debt maturity as at June 30, 2023

The average maturity of the Group's debt, considering the undrawn credit lines79 and cash on hand stood at 8.0 years and at 6.6 years without taking into account the undrawn credit lines and cash on hand.

The following chart illustrates the split by maturity date of URW's net financial debt as at June 30, 2023.

78 As Paunsdorf Center is consolidated at 50.00% (at share) in URW's proportionate accounts, only €60 Mn (URW share) of the nonrecourse debt raised by the asset-owning JV, will be consolidated in URW's proportionate debt. No debt consolidated under IFRS. 79 Subject to covenants.

76 At 100%.

77 Subject to covenants.

1.4. Liquidity needs

Overall, URW's debt repayment needs for the next 12 months are fully covered by the cash on hand as shown in the table below:

Debt repayment needs over next 12 months IFRS Proportionate80
Bonds €753 Mn €753 Mn
Bank loans, Mortgage & overdraft €227 Mn €524 Mn
PERP NC23 Hybrid Cash Amount81 €155 Mn €155 Mn
Total €1,135 Mn €1,432 Mn
Cash on hand €3,829 Mn €4,008 Mn

Figures may not add up due to rounding.

In addition, as at June 30, 2023:

  • The total amount of undrawn credit lines82 was €8,032 Mn (€9,655 Mn), including a \$1.5 Bn (c. €1.4 Bn) multi-currency revolving credit facility.
  • The average residual maturity of these undrawn credit lines stands at 2.9 years.
  • The credit facilities maturing over the next 12 months amount to €2.9 Bn including the current \$1.5 Bn (c. €1.4 Bn) multi-currency revolving credit facility. URW is considering opportunities to extend or renew part of these lines.

The Group's liquidity (including cash on hand and undrawn credit facilities) covers its debt maturities for more than the next 36 months.

1.5. Average cost of debt

The average cost of debt as at June 30, 2023, was 1.8% (2.0%), representing the blended average cost of 1.3% for EUR denominated debt and 3.9% for USD and GBP denominated debt.

The Group's cost of debt decreased over H1-2023 as a result of improved cash remuneration on its increasing cash position and a stable cost of gross debt thanks to hedges in place.

2. Ratings

URW has a solicited rating from both Standard & Poor's (S&P) and Moody's.

  • On April 14th , 2023, S&P published a research update confirming the "BBB+" long-term rating of the Group with "stable" outlook.
  • On June 2 nd , 2023, Moody's published a credit opinion with no action on the Group's Baa2 long-term rating with "stable" outlook.

The Group's ratings remain unchanged as a result of the completion of the Exchange Offer, as announced by rating agencies in their respective press releases published on June 20, 2023.

3. Market risk management

Market risks can generate losses resulting from fluctuations in interest rates, exchange rates, raw material prices and share prices. URW's risk mainly relates to (i) interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires and (ii) exchange rate fluctuations due to the Group's activities in countries outside the Eurozone, in particular in the US and the UK.

80 Excluding Westfield Valencia Town Center \$195 Mn mortgage loan (\$97.5 Mn on a proportionate basis). See section 4.

81 Reimbursed on July 3rd, 2023 following the completion of the Exchange Offer.

82 Subject to covenants.

3.1. Interest rate risk management

Over the H1-2023, the Group adjusted its hedging position in view of its current disposal and investment plans, its existing hedging programme and debt83 as well as the debt the Group expects to raise in the coming years. The cost of these adjustments including new instruments implemented in H1-2023 net of their mark-to-market in URW books at end of June 2023 was positive at €114 Mn.

The Group's net interest rate position84 is fully hedged for H2-2023 and the following years.

Annual projection of average hedging amounts and fixed rate debt up to 2027 (€ Bn- as at Jun, 2023)

(*) Including a total of €1,845 Mn hybrid instruments.

Measuring interest rate exposure

Over H1-2023, short-term interest rates increased across currencies by: +145 bps for 3M Euribor, +67 bps for 3M SOFR and +153 bps for 3M Sonia, while long-term treasury rates decreased in Continental Europe (-24 bps) and the US (-4 bps) and increased in the UK (+72 bps).

Based on the Group's budgeted net debt in H2-2023, if interest rates85 (Euribor, Libor, Sonia) were to increase/decrease, the Group's recurring result in 2023 would be impacted by:

Euros USD GBP Total eq. EUR
-25 bps interest rate -€2.6 Mn \$0.0 Mn £0.0 Mn -€2.6 Mn
+25 bps interest rate +€5.3 Mn \$0.0 Mn £0.0 Mn +€5.3 Mn
+100 bps interest rate +€21.1 Mn \$0.0 Mn £0.0 Mn +€21.1 Mn
+200 bps interest rate +€42.3 Mn \$0.0 Mn £0.0 Mn +€42.3 Mn

As shown in the table above, the impact of a rate increase on the recurring financial expenses would be positive as the hedging instruments in place in H2-2023 are expected to be above budgeted debt.

83 On a proportionate basis.

84 The hedging instruments are used to hedge (i) the variable rate debt and (ii) the fixed rate debt immediately converted into variable rate debt, through the Group's macro hedging.

85 The impact on exchange rates due to this theoretical increase/decrease in interest rates is not taken into account. The theoretical impact of an increase/decrease in interest rates is calculated relative to the applicable rates as at June 30, 2023: 3M Euribor (3.5770%), 3M SOFR (5.2635%) and 3M Sonia (5.2745%).

3.2. Foreign exchange risk management

The Group is active in countries outside the Eurozone. When converted into euros, the income and value of the Group's investments may be impacted by fluctuations in exchange rates against the euro. The Group's policy objective is to apply a broadly consistent86 LTV by currency allowing it to match part of the foreign currency asset value and income with debt and financial expenses in the same currency, thus reducing the exchange rate effects on the Group's balance sheet and earnings. Foreign exchange risk can be hedged by either matching investments in a specific currency with debt in the same currency or using derivatives to achieve the same risk management goal.

IFRS - In millions* Euros87 USD GBP Total eq. EUR
Assets88 36,201 10,646 2,547 48,966
Net Financial Debt 16,597 3,383 680 20,503
IFRS LTV 45.8% 31.8% 26.7% 41.9%
Proportionate - In millions* Euros87 USD GBP Total eq. EUR
Assets89 36,757 11,765 2,957 51,029
Net Financial Debt 17,019 4,393 1,005 22,233
Proportionate LTV90 46.3% 37.3% 34.0% 43.6%

*In local currencies, figures may not add up due to rounding.

The Group's FX main exposures are in USD, GBP and SEK. A change of 10% of EUR/USD, EUR/GBP or EUR/SEK (i.e. a +10% increase of EUR against the USD, GBP or SEK in H2-2023) would have an impact on shareholders' equity and on the recurring net result as follows:

Impact on
in € Mn Shareholder's Equity Recurring Net Result
+10% in EUR/USD -444.0 -8.8
+10% in EUR/GBP -130.3 -5.5
+10% in EUR/SEK -157.9 -3.6

The impact on the recurring net result would be offset by the FX hedging that the Group has put in place against EUR/USD, EUR/GBP, EUR/SEK fluctuations.

86 On a proportionate basis.

87 Including SEK.

88 Including transfer taxes and excluding €838 Mn of goodwill not justified by fee business.

89 Including transfer taxes and excluding €899 Mn of goodwill not justified by fee business.

90 45.5% excluding transfer taxes.

4. Financial structure

Financial ratios – IFRS H1-2023 2022 H1-2022
Net debt €20,503 Mn €20,696 Mn €22,125 Mn
GMV €48,966 Mn €50,251 Mn €52,714 Mn
LTV 41.9% 41.2% 42.0%
ICR 4.4x 4.2x 4.5x
Net debt/EBITDA91 9.4x 9.6x 11.0x
FFO/Net debt 8.3% 7.6% 7.5%

Financial ratios - Proportionate H1-2023 2022 H1-2022
Net debt €22,233 Mn €22,425 Mn €24,054 Mn
GMV €51,029 Mn €52,250 Mn €54,981 Mn
LTV 43.6% 42.9% 43.8%
ICR 4.1x 3.8x 4.1x
Net debt/EBITDA91 10.0x 10.2x 11.6x
FFO/Net debt 7.6% 7.0% 6.8%

The LTV ratio92 increase was mainly due to the lower valuations while net debt decreased despite the Cash Amount (€155Mn) for the partial repayment of the PERP NC23 hybrid treated as gross debt on June 30, 2023. The impact of the Cash Amount on URW's LTV was +0.3%.

Including the remaining hybrids, the LTV would be 45.6% (and 47.2% on a proportionate basis) as at June 30, 2023.

Pro-forma for the receipt of the proceeds from the additional disposal secured and planned foreclosures 93 , the LTV would stand at 41.7% and 43.0% on a proportionate basis, close to December 2022 level. Including the hybrid, the pro-forma LTV would be respectively 45.4% (45.2% as at December 31, 2022), and 46.6% on a proportionate basis (46.7% as at December 31, 2022).

As a reminder, the Group discloses its LTV ratio (i) on an IFRS basis in accordance with its European financial covenants requirements and (ii) on a proportionate basis as followed by some credit rating agencies.

In compliance with the EPRA94 Best Practices Recommendations guidelines95 , the Group also calculated the EPRA LTV, which stood at 54.6% as at June 30, 2023, as a result of the inclusion of hybrid and minority interests treatment. For more details please see the EPRA section.

ICR stood at 4.4x (4.1x on a proportionate basis), above its 2022 level of 4.2x (3.8x on a proportionate basis). This was due to increasing EBITDA and decreasing cost of debt thanks to the Group's hedges despite the increase in rates since H2-2022.

Although it is not part of URW's corporate debt covenants, the Group has set itself a Net debt/EBITDA96 target of 9x.

The H1-2023 Net debt/EBITDA of 9.4x, takes into account the net debt reduction and the ongoing operating performance of the Group in H1-2023. It would be 10.3x including the hybrids.

91 On a last 12-month basis.

92 Excluding €838 Mn of goodwill not justified by fee businesses as per the Group's European leverage covenants (€899 Mn on a proportionate basis).

93 i.e. the disposal of Novotel Lyon Confluence and Westfield Mission Valley as well as the sale or foreclosure of Westfield Valencia Town Center and San Francisco Centre.

94 EPRA: European Public Real estate Association.

95 See www.epra.com

96 On an IFRS basis and on a last 12-month basis.

Financial covenants - summary

Corporate debt and credit facilities:

June 30, 2023 Europe Credit facility
covenants level
US Credit facility
covenants level
Rule 144A and Reg S
Bonds covenants level
LTV97 41.9% < 60% < 65% < 65%
ICR 4.4x > 2x > 1.5x > 1.5x
FFO/NFD 8.3% > 4% na. na.
Secured debt ratio 2.6% na. < 50% < 45%
Unencumbered leverage ratio 1.9x na. > 1.5x > 1.25x

The Group's corporate debt covenants levels and corresponding current ratios are set at:

These covenants are tested twice a year based on the Group's IFRS financial statements. As at June 30, 2023:

  • 100% of the Group's credit facilities and loans allow an LTV of up to 60% for the Group or the borrowing entity, as the case may be.
  • 100% of the Group's credit facilities and loans require an ICR > 2x for the Group or the borrowing entity, as the case may be.
  • 100% of the Group's credit facilities and loans include an FFO/NFD covenant. These require an FFO/NFD above 4% for the Group or the borrowing entity, as the case may be.

Secured debt non-recourse:

The non-recourse mortgage debt raised by certain entities of the Group includes financial covenants:

Covenant level range % of non-recourse mortgage
incl. this feature in such covenant
Debt Yield covenants 5%-13% 35%
Debt to Rent 8.9x 2%
ICR covenants 1.3x – 3.5x 31%
LTV covenants 55% - 125% 58%
  • Any breach under these covenants would not lead to a cross-default on the Group's borrowings;
  • In the US, the financial covenants of some mortgage loans were not met leading to a funding of cash reserves. This situation does not generate a default of these loans;
  • In any case, defaults under these loans are not expected to have a material adverse effect on the Group's finances;
  • Sale or foreclosure processes are expected to be launched on Westfield Valencia Town Center and San Francisco Centre, with no impact on the rest of URW's debt.

Short-term debt:

There are no financial covenants (such as loan-to-value or interest coverage ratios) in the Neu MTN, the Neu CP and the ECP programs of URW.

97 Ratio calculated based on European bank debt covenant.

5. LTV reconciliation with the Balance Sheet (B/S)

a) Under IFRS:

(€Mn) June 30, 2023
IFRS
Dec. 31, 2022
IFRS
June 30, 2022
IFRS
Amounts accounted for in B/S 47,625.3 48,957.5 51,298.9
Investment properties at fair value 37,698.6 37,830.8 38,767.0
Investment properties at cost 418.3 1,162.6 1,132.9
Shares and investments in companies accounted for using the equity method 7,387.8 7,927.1 8,626.1
Other tangible assets 124.4 137.3 139.5
Goodwill 957.2 1,079.2 1,079.2
Intangible assets 839.4 820.5 862.9
Properties or shares held for sale 199.7 0.0 691.3
Adjustments 1,340.4 1,293.5 1,414.7
Transfer taxes 1,864.8 1,696.6 1,779.4
Goodwill not justified by fee business (1) -837.9 -959.9 -959.9
Revaluation intangible and operating assets 1,175.3 1,301.5 1,340.3
IFRS adjustments, including -861.8 -744.6 -745.1
Financial leases -990.7 -898.9 -906.8
Other 128.9 154.3 161.7
Total assets, including Transfer Taxes (=A) 48,965.7 50,251.0 52,713.5
Total assets, excluding Transfer Taxes (=B) 47,100.9 48,554.4 50,934.2
Amounts accounted for in B/S
Net share settled bonds convertible into new and/or existing shares (ORNANE) 0.0 0.0 0.0
Non-current bonds and borrowings 24,510.3 24,778.2 24,835.3
Current borrowings and amounts due to credit institutions 1,143.6 725.7 884.3
Liabilities directly associated with properties or shares classified as held for sale (2) 108.6 0.0 0.0
Total financial liabilities 25,762.5 25,503.9 25,719.6
Adjustments
Mark-to-market of debt 3.0 4.5 10.4
Current accounts with non-controlling interests -1,393.8 -1,363.4 -1,440.3
Impact of derivative instruments on debt raised in foreign currency -57.9 -65.3 -71.0
Accrued interest / issue fees 18.1 -54.2 57.9
Total financial liabilities (nominal value) 24,332.0 24,025.4 24,276.5
Cash & cash equivalents -3,828.8 -3,329.1 -2,151.9
Net financial debt (=C) 20,503.3 20,696.3 22,124.6
LTV ratio including Transfer Taxes (=C/A) 41.9% 41.2% 42.0%
LTV ratio excluding Transfer Taxes (=C/B) 43.5% 42.6% 43.4%

Figures may not add up due to rounding.

(1) Adjustment of goodwill according to bank covenants.

(2) Only include the financial debt classified as held for sale.

b) On a proportionate basis:

(€Mn) June 30, 2023
Proportionate
Dec. 31, 2022
Proportionate
June 30, 2022
Proportionate
Amounts accounted for in B/S 49,443.2 50,756.5 53,332.4
Investment properties at fair value 45,196.2 46,153.0 47,957.0
Investment properties at cost 460.6 1,206.0 1,199.3
Shares and investments in companies accounted for using the equity method 1,294.9 1,296.5 1,255.1
Other tangible assets 127.3 140.3 142.6
Goodwill 1,018.2 1,140.2 1,140.2
Intangible assets 839.4 820.5 862.9
Properties or shares held for sale 506.6 0.0 775.3
Adjustments 1,585.9 1,493.1 1,649.1
Transfer taxes 2,112.9 1,908.4 2,004.1
Goodwill not justified by fee business (1) -898.9 -1,020.9 -1,031.1
Revaluation intangible and operating assets 1,172.4 1,298.5 1,337.2
IFRS adjustments, including -800.4 -692.9 -661.3
Financial leases -992.9 -908.7 -916.9
Other 192.5 215.8 255.6
Total assets, including Transfer Taxes (=A) 51,029.1 52,249.6 54,981.5
Total assets, excluding Transfer Taxes (=B) 48,916.2 50,341.1 52,977.3
Amounts accounted for in B/S
Net share settled bonds convertible into new and/or existing shares (ORNANE) 0.0 0.0 0.0
Non current bonds and borrowings 25,831.5 26,470.5 26,624.1
Current borrowings and amounts due to credit institutions 1,380.0 939.1 1,181.7
Liabilities directly associated with properties or shares classified as held for sale (2) 456.9 0.0 62.0
Total financial liabilities 27,668.4 27,409.7 27,867.8
Adjustments
Mark-to-market of debt 10.1 13.6 22.2
Current accounts with non-controlling interests -1,393.7 -1,363.4 -1,440.3
Impact of derivative instruments on debt raised in foreign currency -57.9 -65.3 -71.0
Accrued interest / issue fees 14.1 -55.2 53.2
Total financial liabilities (nominal value) 26,241.1 25,939.4 26,431.8
Cash & cash equivalents -4,008.0 -3,514.4 -2,377.3
Net financial debt (=C) 22,233.3 22,425.1 24,054.5
43.6% 42.9% 43.8%
LTV ratio including Transfer Taxes (=C/A)
LTV ratio excluding Transfer Taxes (=C/B)
45.5% 44.5% 45.4%

Figures may not add up due to rounding.

(1) Adjustment of goodwill according to bank covenants.

(2) Only include the financial debt classified as held for sale.

6. EPRA PERFORMANCE MEASURES

In compliance with the EPRA98 Best Practices Recommendations99, URW summarises the Key Performance measures of H1-2023, H1-2022 and 2022 below.

1. EPRA earnings

EPRA earnings are defined as "recurring earnings from core operational activities" and are equal to the Group's definition of recurring earnings.

a) Synthesis

H1-2023 H1-2022 2022
EPRA Earnings € Mn 756.9 710.6 1,339.3
EPRA Earnings / share € / share 5.45 5.12 9.66
Growth EPRA Earnings / share % 6.3% 50.4% 33.1%

b) Bridge between Earnings per IFRS Statement of income and EPRA Recurring Earnings

Recurring Earnings per share H1-2023 H1-2022 2022
Net Result of the period attributable to the holders of the Stapled Shares (€Mn) (537.8) 601.0 178.2
Adjustments to calculate EPRA Recurring Earnings, exclude:
(i) Changes in value of investment properties, development properties held for investment and other
(996.4) (187.2) (1,110.6)
interests
(ii) Profits or losses on disposal of investment properties, development properties held for investment
and other interests
(28.7) 36.1 30.9
(iii) Profits or losses on sales of trading properties including impairment charges in respect of trading
properties
- - -
(iv) Tax on profits or losses on disposals - - (3.6)
(v) Impairment of goodwill (122.0) - -
(vi) Changes in fair value of financial instruments and associated close-out costs 69.0 172.8 275.9
(vii) Acquisition and other costs on share deals and non-controlling joint venture interests (2.5) (2.8) 2.6
(viii) Deferred tax in respect of EPRA adjustments (15.4) (12.8) 0.5
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under
proportional consolidation)
(352.4) (132.6) (472.4)
(x) External non-controlling interests in respect of the above 153.8 16.9 115.7
EPRA Recurring Earnings 756.9 710.6 1,339.3
Average number of shares 138,889,152 138,666,999 138,717,455
EPRA Recurring Earnings per Share (REPS) €5.45 €5.12 €9.66
EPRA Recurring Earnings per Share growth 6.3% 50.4% 33.1%

98 EPRA: European Public Real estate Association.

99 Best Practices Recommendations. See www.epra.com

2. EPRA NRV, NTA and NDV:

For a more detailed description of the EPRA NRV, NTA and NDV new metrics, please see the "Property portfolio and Net Asset Value" section, included in this report.

a) Synthesis

June 30, 2023 Dec. 31, 2022 Change June 30,
2023 vs. Dec. 31,
2022
June 30, 2022 Change June 30,
2023 vs. June 30,
2022
EPRA NRV
EPRA NTA
€ / share
€ / share
150.70
116.40
155.70
121.00
-3.2%
-3.8%
163.40
127.50
-7.8%
-8.7%
EPRA NDV € / share 141.60 148.40 -4.6% 152.90 -7.4%

b) Detailed calculation as at June 30, 2023

June 30, 2023
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 16,419 16,419 16,419
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 16,419 16,419 16,419
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0
ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used) 0 0 0
ii.c) Revaluation of other non-current investments(2) 0 0 0
iii) Revaluation of tenant leases held as finance leases(3) 0 0 0
iv) Revaluation of trading properties(4) 0 0 0
Diluted NAV at Fair Value 16,419 16,419 16,419
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,785 1,785 -
v.b) Effective deferred taxes on capital gains - 892
-
-
vi) Fair value of financial instruments 309 309 -
vii) Goodwill as a result of deferred tax 177
-
177
-
177
-
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) - 781
-
781
-
viii.b) Intangibles as per the IFRS balance sheet - 839
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,365
x) Revaluation of intangibles to fair value 912 - -
xi) Real estate transfer tax(6) 1,850 464 -
NAV 21,098 16,288 19,827
Fully diluted number of shares 139,985,638 139,985,638 139,985,638
NAV per share €150.70 €116.40 €141.60

Figures may not add up due to rounding.

(1) Difference between development property held on the balance sheet at cost and fair value of that development property.

(2) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(5) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(6) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted. * "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

Dec. 31, 2022
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 17,189 17,189 17,189
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 17,189 17,189 17,189
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 0
ii.b) Revaluation of IPUC(1) (if IAS 40 cost option is used) 0 0 0
ii.c) Revaluation of other non-current investments(2) 0 0 0
iii) Revaluation of tenant leases held as finance leases(3) 0 0 0
iv) Revaluation of trading properties(4) 0 0 0
Diluted NAV at Fair Value 17,189 17,189 17,189
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,788 1,788 -
v.b) Effective deferred taxes on capital gains - 894
-
-
vi) Fair value of financial instruments 265 265 -
vii) Goodwill as a result of deferred tax 177
-
177
-
177
-
viii.a) Goodwill as per the IFRS balance sheet (net of vii)) - 903
-
903
-
viii.b) Intangibles as per the IFRS balance sheet - 821
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,596
x) Revaluation of intangibles to fair value 1,018 - -
xi) Real estate transfer tax(6) 1,642 436 -
NAV 21,725 16,884 20,706
Fully diluted number of shares 139,500,420 139,500,420 139,500,420
NAV per share €155.70 €121.00 €148.40

c) Detailed calculation as at December 31, 2022

Figures may not add up due to rounding.

(1) Difference between development property held on the balance sheet at cost and fair value of that development property.

(2) Revaluation of intangibles are presented under adjustment (x). Revaluation of Intangibles to fair value is not under this line item.

(3) Difference between finance lease receivables held on the balance sheet at amortised cost and the fair value of those finance lease receivables.

(4) Difference between trading properties held on the balance sheet at cost (IAS 2) and the fair value of those trading properties.

(5) Deferred tax adjustment for NTA calculated in line with the EPRA guidelines.

(6) Real estate transfer taxes were adjusted in accordance with the EPRA guidelines.

* "Include" indicates that an asset (whether on or off balance sheet) should be added to the shareholders' equity, whereas a liability should be deducted. * "Exclude" indicates that an asset (part of the balance sheet) is reversed, whereas a liability (part of the balance sheet) is added back.

3. EPRA Net Initial Yields

The following table provides the Group yields according to the EPRA Net Initial Yield definitions per segment for URW's Net Initial Yields (on a proportionate basis):

a) Synthesis

June 30, 2023 Dec. 31, 2022
Shopping
Centres (3)
Offices &
Others (3)
Shopping
Centres (3)
Offices &
Others (3)
Unibail-Rodamco-Westfield yields 5.1% 5.3% 4.9% 4.9%
Effect of vacant units -0.6% -0.7%
Effect of EPRA adjustments on NRI 0.1% 0.0% 0.1% 0.0%
Effect of estimated transfer taxes and transaction costs -0.2% -0.1% -0.1% -0.1%
EPRA topped-up yields (1) 5.1% 4.5% 4.9% 4.2%
Effect of lease incentives -0.3% -1.3% -0.3% -1.4%
EPRA Net Initial Yields (2) 4.8% 3.3% 4.6% 2.7%

Figures may not add up due to rounding.

Notes:

1) EPRA topped-up yield: EPRA Net Initial Yield adjusted in respect of the expiration of rent free periods (or other unexpired lease incentives such as discounted rent periods and step rents).

2) EPRA Net Initial Yield: annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the Gross Market Value of the portfolio.

3) Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation.

b) Detailed calculation

June 30, 2023 Dec. 31, 2022
Shopping
Centres (1)
Offices &
Others (1)
Shopping
Centres (1)
Offices &
Others (1)
EPRA topped-up NRI (A) € Mn 2,079 93 2,062 95
Valuation including transfer taxes (B) € Mn 41,135 2,048 42,027 2,276
EPRA topped-up yields (A/B) % 5.1% 4.5% 4.9% 4.2%
EPRA NRI (C) € Mn 1,971 67 1,942 62
Valuation including transfer taxes (B) € Mn 41,135 2,048 42,027 2,276
EPRA Net Initial Yields (C/B) % 4.8% 3.3% 4.6% 2.7%

Note:

1) Assets under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation.

4. EPRA LTV

a) Detailed calculation as at June 30, 2023

Proportionate Consolidation
As at June 30, 2023
EPRA LTV Metric in €Mn
Group IFRS
as reported
Share of JV Share of
material
associates(1)
Non-controlling
Interest(2)
Combined
Include:
Bonds 21,835 0 0 0 21,835
Hybrids 1,845 0 0 0 1,845
Borrowings from financial institutions 2,497 1,909 510 -502 4,414
Commercial paper 0 0 0 0 0
Net payables 84 45 0 0 129
Gross debt 26,261 1,954 510 -502 28,223
Exclude:
Cash and cash equivalent 3,829 179 102 -183 3,927
Net debt (=A) 22,432 1,775 408 -319 24,295
Include:
Investment properties at fair value 37,699 7,498 1,769 -5,743 41,222
Properties under development 418 42 0 -87 373
Shares and investments in companies accounted for using the equity method 7,388 -6,093 -1,254 0 41
Properties held for sale/Inventories 252 355 0 0 607
Intangibles 2,075 0 0 -305 1,770
Goodwill 119 0 0 0 119
Financial assets 220 0 0 167 387
Total property Value (=B) 48,171 1,802 516 -5,969 44,520
LTV ratio (=A/B) 46.6% 54.6%
Transfer taxes (=C) 1,865 248 73 0 2,186
LTV ratio including Transfer Taxes (=A/(B+C)) 44.8% 52.0%

Figures may not add up due to rounding.

(1) Corresponds to the share of Crossroads, Zlote Tarasy and Triangle project.

(2) Corresponds to the minority stake into the fully consolidated entities.

b) Detailed calculation as at December 31, 2022

Proportionate Consolidation
As at Dec. 31, 2022
EPRA LTV Metric in €Mn
Group IFRS
as reported
Share of JV Share of
material
associates(1)
Non-controlling
Interest(2)
Combined
Include:
Bonds 22,341 0 0 0 22,341
Hybrids 2,000 0 0 0 2,000
Borrowings from financial institutions 1,685 1,914 491 -522 3,567
Commercial paper 0 0 0 0 0
Net payables 276 -4 0 0 272
Gross debt 26,302 1,910 491 -522 28,181
Exclude:
Cash and cash equivalent 3,329 185 107 -153 3,468
Net debt (=A) 22,972 1,725 384 -370 24,712
Include:
Investment properties at fair value 37,831 8,322 1,747 -5,834 42,066
Properties under development 1,163 43 0 -92 1,114
Shares and investments in companies accounted for using the equity method 7,927 -6,631 -1,251 0 46
Properties held for sale/Inventories 44 36 0 0 81
Intangibles 2,182 0 0 -295 1,887
Goodwill 119 0 0 0 119
Financial assets 251 0 0 176 427
Total property Value (=B) 49,517 1,771 496 -6,044 45,740
LTV ratio (=A/B) 46.4% 54.0%
Transfer taxes (=C) 1,697 211 73 0 1,981
LTV ratio including Transfer Taxes (=A/(B+C)) 44.9% 51.8%

Figures may not add up due to rounding.

(1) Corresponds to the share of Crossroads, Zlote Tarasy and Triangle project.

(2) Corresponds to the minority stake into the fully consolidated entities.

5. EPRA Vacancy rate

The EPRA vacancy rate is defined as the ERV of vacant spaces divided by the ERV of total space (let plus vacant).

a) Synthesis

EPRA Vacancy Rate - Total URW June 30, 2023 Dec. 31, 2022 June 30, 2022
Estimated Rental Value of vacant space (A) 216.8 221.5 247.2
Estimated Rental Value of the whole portfolio (B) 3,076.3 3,073.5 3,217.2
EPRA Vacancy rate (A/B) 7.0% 7.2% 7.7%

b) Detail per region

EPRA Vacancy Rate - per region June 30, 2023 Dec. 31, 2022 June 30, 2022
France 3.8% 3.2% 3.9%
Spain 2.1% 2.7% 3.6%
Southern Europe 3.3% 3.1% 3.9%
Central Europe 2.7% 2.4% 3.4%
Austria 2.6% 1.7% 1.6%
Germany 4.6% 3.7% 4.7%
Central and Eastern Europe 3.4% 2.7% 3.5%
Nordics 6.8% 5.0% 6.3%
The Netherlands 3.5% 3.6% 5.1%
Northern Europe 5.3% 4.4% 5.8%
Shopping Centres Subtotal Shopping Centres - Continental Europe 3.6% 3.1% 4.0%
United Kingdom 8.5% 9.4% 9.7%
Subtotal Shopping Centres - Europe 4.3% 4.1% 4.9%
US Flagships 7.9% 8.2% 8.3%
US Regionals 12.0% 11.7% 11.9%
US CBD 23.4% 23.9% 22.1%
Subtotal Shopping Centres - US 9.9% 10.4% 10.4%
Total Shopping Centres 6.3% 6.5% 6.9%
France 13.7% 15.2% 17.6%
Other Countries 24.0% 16.2% 15.5%
Offices &
Others
Subtotal Offices & Others - Continental Europe 15.0% 15.4% 17.2%
US 60.4% 57.2% 57.3%
Total Offices & Others 26.9% 25.7% 27.1%
Total URW 7.0% 7.2% 7.7%

6. EPRA Cost ratios

Proportionate
EPRA
references
H1-2023 H1-2022 2022
Include:
(i-1) Administrative expenses -106.7 -109.9 -243.2
(i-2) Development expenses -1.7 0.0 -3.7
(i-3) Operating expenses -194.1 -163.6 -414.5
(ii) Net service charge costs/fees -39.2 -31.9 -83.1
(iii) Management fees less actual/estimated profit element 0.0 0.0 0.0
(iv) Other operating income/recharges intended to cover overhead expenses 0.0 0.0 0.0
(v) Share of Joint Ventures expenses -4.6 -4.4 -13.3
Exclude (if part of the above):
(vi) Investment Property Depreciation 0.0 0.0 0.0
(vii) Ground rents costs 0.0 0.0 0.0
(viii) Service charge costs recovered through rents but not separately invoiced 129.0 121.6 250.4
EPRA Costs (including direct vacancy costs) (A) -217.3 -188.2 -507.4
(ix) Direct vacancy costs -39.2 -31.9 -83.1
EPRA Costs (excluding direct vacancy costs) (B) -178.1 -156.3 -424.3
(x) Gross Rental Income (GRI) less ground rents 1,333.3 1,270.9 2,591.8
(xi) Less: service fee and service charge costs component of GRI (if relevant) -129.0 -121.6 -250.4
(xii) Add Share of Joint Ventures (Gross Rental Income less ground rents) 54.3 50.8 97.6
Gross Rental Income (C) 1,258.6 1,200.1 2,439.0
EPRA Cost Ratio (including direct vacancy costs) (A/C) 17.3% 15.7% 20.8%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 14.2% 13.0% 17.4%

Figures may not add up due to rounding.

Note: The calculation is based on the EPRA recommendations and is applied on Shopping Centres and Offices & Others sectors.

7. Capital Expenditure

Proportionate
in € Mn H1-2023 H1-2022 2022
100% Group share 100% Group share 100% Group share
Acquisitions(1) 0.8 0.9 0.7 0.7 25.7 25.6
Development(2) 298.6 285.6 208.1 203.6 444.4 433.6
Like-for-like portfolio(3) 164.0 139.5 115.8 102.5 319.0 284.5
Other(4) 48.2 43.9 47.5 43.5 90.7 84.8
Total Capital Expenditure 511.6 469.8 372.2 350.3 879.8 828.5
Conversion from accruals to cash basis 55.1
-
48.8
-
100.1 85.9 147.6 128.4
Total Capital Expenditure on cash basis 456.5 421.0 472.3 436.2 1,027.4 956.9

Figures may not add up due to rounding.

1) In H1-2023, includes mainly acquisitions in France.

2) In H1-2023, includes mainly the capital expenditures related to investments in Garbera, CNIT Eole and Lightwell redevelopments and extensions projects as well as to the Coppermaker Square and Westfield Hamburg new development projects.

3) In H1-2023, includes mainly the capital expenditures related to Westfield Shopping City Süd, Westfield Parquesur and La Vaguada. Capital expenditure on the like-for-like portfolio includes capital expenditure spent on extension and works on standing assets or refurbishments recently delivered. In H1-2023, URW spent €36.7 Mn on replacement capex, Group share.

4) In H1-2023, includes eviction costs and tenant incentives, external letting fees, capitalised interest relating to projects and other capitalised expenses of €1.2 Mn, €6.9 Mn, €30.7 Mn and €5.2 Mn, respectively (amounts in Group share).

OTHER INFORMATION:

1. Group consolidated data p 84
2. Glossary p 88

Leasing activity - Shopping Centres

Lettings / re-lettings / renewals excluding Pipeline
Region nb of leases
signed
sqm MGR
(€ Mn)
MGR uplift MGR uplift on deals above 3
years firm duration
€ Mn % € Mn %
Continental Europe 679 182,535 100.9 3.8 4.6% 4.3 6.5%
U K 70 46,224 22.5 2.6 18.8% 2.4 20.1%
Total Europe 749 228,759 123.4 6.4 6.6% 6.8 8.5%
U S 431 144,986 95.8 13.2 22.0% 13.1 38.8%
Total URW 1,180 373,745 219.2 19.6 12.5% 19.9 17.6%

Figures may not add up due to rounding.

Lettings / re-lettings / renewals excluding Pipeline
Region Number of deals above 3 years firm
duration
Number of deals below or equal 3
years firm duration
H1-2023 H1-2022 H1-2023 H1-2022
Continental Europe 507 465 172 202
U K 47 54 23 34
Total Europe 554 519 195 236
U S 269 156 162 167
Total URW 823 675 357 403
Lettings / re-lettings / renewals excluding Pipeline
Region MGR Signed on deals above 3 years
firm duration
(€ Mn)
MGR Signed on deals below or equal
3 years firm duration
(€ Mn)
H1-2023 H1-2022 H1-2023 H1-2022
Continental Europe 83.3 83.2 17.6 23.3
U K 19.8 27.7 2.7 4.7
Total Europe 103.1 110.8 20.3 28.0
U S 67.7 34.8 28.1 23.3
Total URW 170.8 145.7 48.5 51.3

Net Rental Income ("NRI") by segment

Net Rental Income (€Mn)
Segment H1-2023 H1-2022 Change (%) Like-for like
change (%)
Shopping Centres 1,058.6 1,035.8 2.2% 8.5%(a)
Offices & Others 41.2 35.7 15.6% 17.1%
Convention & Exhibition 52.3 67.9 -23.0% n.m.
Total URW 1,152.1 1,139.3 1.1% 8.2%(b)

Figures may not add up due to rounding.

(a) Excluding Airports.

(b) Including Airports.

Net Rental Income ("NRI") - Shopping Centres

Net Rental Income (€Mn)
Region H1-2023 H1-2022 %
NRI - Continental Europe 715.8 683.1 4.8%
NRI UK(a) 66.8 60.0 11.2%
Total NRI - Europe 782.5 743.1 5.3%
NRI US including Airports 276.1 292.6 -5.7%
Total NRI - URW including Airports 1,058.6 1,035.8 2.2%

Figures may not add up due to rounding.

(a) Published H1-2022 NRI was €61.7 Mn, including NRI from offices that has been reclassified to the office section in H1-2023.

Region Net Rental Income (€Mn)
Like-for-like
H1-2023 H1-2022 %
Lfl NRI - Continental Europe 696.4 618.9 12.5%
Lfl NRI UK 65.5 59.8 9.4%
Total Lfl NRI - Europe 761.9 678.7 12.3%
Lfl NRI US excluding Airports 239.2 244.3 -2.1%
Total Lfl NRI - URW excluding Airports 1,001.1 923.0 8.5%

Figures may not add up due to rounding.

Region Net Rental Income Like-for-like evolution (%)
Indexation Renewals,
relettings net
of departures
Sales Based
Rent
Doubtful
debtors
Other Total
Lfl NRI - Continental Europe 6.7% 0.6% 1.6% -1.5% 5.0% 12.5%
Lfl NRI UK 0.0% 5.4% -0.6% 2.1% 2.5% 9.4%
Total Lfl NRI - Europe 6.1% 1.1% 1.4% -1.1% 4.8% 12.3%
Lfl NRI US excluding Airports 0.0% 7.6% -2.3% -2.3% -5.1% -2.1%
Total Lfl NRI - URW excluding Airports 4.5% 2.8% 0.4% -1.4% 2.2% 8.5%

Sales Based Rents

Region Sales Based Rents (€Mn)
H1-2023 H1-2022 %
Continental Europe 27.8 18.1 53.5%
UK 5.3 6.0 -12.8%
Total - Europe 33.0 24.1 36.9%
US excluding Airports 22.5 31.3 -28.2%
URW excluding Airports 55.5 55.5 0.1%

Figures may not add up due to rounding.

Retail Media & other income

Region Retail Media & other income (€Mn)
H1-2023 H1-2022 %
Continental Europe 24.7 18.9 30.7%
UK 4.9 6.3 -21.8%
Total Europe 29.6 25.2 17.6%
US 26.0 25.3 3.0%
Total URW 55.6 50.4 10.3%

Figures may not add up due to rounding.

Net Rental Income ("NRI") – Offices & Others

Net Rental Income (€Mn)
Region H1-2023 H1-2022 Change (%) Like-for like
change (%)
France 31.9 25.4 25.4% 26.7%
Other countries 7.3 8.0 -9.7% -0.4%
Total NRI - Europe 39.1 33.5 17.0% 18.9%
U S 2.1 2.2 -5.8% -5.0%
Total NRI - URW 41.2 35.7 15.6% 17.1%

Figures may not add up due to rounding.

Vacancy - Shopping Centres

Region Vacancy
June 30, 2023 %
€Mn % Dec. 31, 2022
Continental Europe 59.0 3.6% 3.1%
UK 23.7 8.5% 9.4%
Total Europe 82.7 4.3% 4.1%
US 104.6 9.9% 10.4%
Total URW 187.3 6.3% 6.5%

Lease expiry schedule

Total URW
(Shopping
Centres +
Offices &
Others)
Lease expiry schedule
MGR (€Mn)
at date of next
break option
As a % of
total
MGR (€Mn)
at expiry date
As a % of
total
Expired 58.3 2.9% 58.3 2.9%
2023 198.8 9.7% 105.5 5.2%
2024 327.5 16.0% 214.2 10.5%
2025 345.1 16.9% 241.7 11.8%
2026 289.3 14.2% 204.4 10.0%
2027 228.6 11.2% 229.6 11.2%
2028 192.5 9.4% 208.3 10.2%
2029 80.4 3.9% 128.6 6.3%
2030 70.8 3.5% 125.0 6.1%
2031 63.8 3.1% 128.6 6.3%
2032 79.4 3.9% 134.4 6.6%
2033 46.5 2.3% 106.2 5.2%
Beyond 62.5 3.1% 158.5 7.8%
Total 2,043.5 100% 2,043.5 100%

2. GLOSSARY

Average cost of debt: recurring financial expenses (excluding the ones on financial leases and the ones related to partners' current accounts) + capitalised financial expenses (excluding non-recurring financial expenses such as mark-to-market and termination costs of financial instruments including bonds repurchased, currency impact) / average net debt over the period.

Average revenue per visit: Revenue generated by Westfield Rise divided by the footfall of the same period.

Buyer's Net Initial Yield: annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses, divided by the TAC.

CAM: Common Area Maintenance.

Committed projects: projects for which URW owns the land or building rights and has obtained all necessary administrative authorisations and permits, approvals of JV partners (if applicable), approvals of URW's internal governing bodies to start superstructure construction works and on which such works have started.

Controlled projects: projects in an advanced stage of studies, for which URW controls the land or building rights, and all required administrative authorisations have been filed or are expected to be filed shortly. There can be no assurance these will become "Committed" projects, as this will be subject to having obtained all required administrative approvals, as well as those of JV partners (if applicable), and of URW's internal governing bodies to start superstructure works.

Debt Yield: Ratio of the net operating income to the outstanding loan amount, net of certain cash as defined in the relevant mortgage loan documentation.

Discount Rate (DR): the Discount Rate is the rate used in a Discounted Cash Flow model to calculate the present value of future cash flows (positive or negative) that is to say converting such future cash-flows in today's monetary value.

EBITDA: Recurring Net Operating result before depreciation and impairment of assets.

EPRA Net Reinstatement Value ("NRV"): assumes that entities never sell assets and aims to represent the value required to rebuild the entity.

EPRA Net Tangible Assets ("NTA"): assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax.

EPRA Net Disposal Value ("NDV"): represents the shareholder's value under a disposal scenario, where deferred tax, financial instruments and other certain adjustments are calculated to the full extent of their liability, net of any resulting tax.

EPRA NIY: annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the Gross Market Value of the portfolio. For a reconciliation of URW's NIY with the EPRA Net Initial Yield definitions, refer to the EPRA Performance Measures.

EPRA topped-up yield: EPRA Net Initial Yield adjusted in respect of the expiration of rent-free periods (or other unexpired lease incentives such as discounted rent periods and step rents).

EPRA vacancy rate: Estimated Rental Value (ERV) of vacant spaces divided by ERV of total space (let + vacant).

Exit Cap Rate (ECR): the rate used to estimate the resale value of a property at the end of the holding period. The expected Net Rental Income (NRI) per year is divided by the ECR (expressed as a percentage) to get the terminal value.

Flagships: assets of a certain size and / or with footfall in excess of 10 million per year, substantial growth potential for the Group based on their appeal to both retailers and visitors, iconic architecture or design and a strong footprint in their area.

Financial statements under IFRS: the Group's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union as at closing date.

Financial statements on a proportionate basis: they are prepared based on the financial statements under IFRS, except for the joint-controlled entities, which are consolidated on a proportionate basis, instead of being accounted for using the equity method (as applicable under IFRS). Unibail-Rodamco-Westfield believes that these financial statements on a proportionate basis give to stakeholders a better understanding of the underlying operations of URW and the joint-controlled entities, as they represent a significant part of the Group's operations in the US and the UK.

Foreclosure: the action of a lender seeking to take the collateral on a loan when loan payments are not made, leading to a transfer of the asset and the extinction of the corresponding mortgage debt.

Funds From Operations (FFO): on an annualised basis, the recurring EBITDA minus (i) recurring net financial expenses and (ii) tax on recurring operating result.

Group Share: the part that is attributable to the Group after deduction of the parts attributable to the minority interests.

Interest Cover Ratio (ICR): Recurring EBITDA / Recurring Net Financial Expenses (including capitalised interest). Recurring EBITDA is calculated as total recurring operating results and other income minus general expenses, excluding depreciation and amortisation.

Like-for-like Net Rental Income (Lfl 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 the square meters and currency exchange rate differences in the periods analysed.

Loan-to-Value (LTV): net financial debt, excluding current accounts with non-controlling interests / total assets (whether under IFRS or on a proportionate basis), including or excluding transfer taxes and excluding goodwill not justified by fee business.

Minimum Guaranteed Rent uplift (MGR uplift): difference between new MGR and indexed old MGR. Indicator calculated on renewals and relettings only.

Net Disposal Price (NDP): Total Acquisition Cost incurred by the acquirer minus all transfer taxes and transaction costs.

Net Initial Yield (NIY): annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses, divided by the asset value net of estimated transfer taxes and transaction costs. Shopping centres under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation of NIY.

Net Initial Yield on occupied space: annualised contracted rent (including latest indexation) and other incomes for the next 12 months, net of operating expenses, divided by the value of occupied space net of estimated transfer taxes and transaction costs. Assets under development are not included in this calculation.

Non-recurring activities: non-recurring activities include valuation movements, disposals, mark-to-market and termination costs of financial instruments, bond tender premiums, impairment of goodwill or recognition of negative goodwill, amortisation of fair value of assets and liabilities recorded for the purpose of purchase price allocation, as well as costs directly incurred during a business combination and other non-recurring items.

Occupancy Cost Ratio (OCR): (rental charges + service charges including marketing costs for tenants, all including VAT) / (tenants' sales, including VAT). Primark sales are estimates.

ORNANE (Obligations Convertibles ou Échangeables en Actions Nouvelles ou Existantes): net share settled bonds convertible into new and/or existing shares.

Potential Yield: annualised contracted rent (including indexation) and other incomes for the next 12 months, net of operating expenses + the ERV of vacant space, divided by the asset value net of estimated transfer taxes and transaction costs. Shopping centres under development or not controlled by URW, the Westfield trademark and the airport activities are not included in the calculation of Potential Yield.

Replacement capital expenditure (Replacement Capex): replacement Capex relates to works either on equipment or the structure of a standing asset. The primary purpose of Replacement Capex is to ensure that the asset is in good working order and / or to make minor improvements. These investments can be triggered by obsolescence, maintaining technical performance at market levels or compliance with regulatory requirements. These amounts do not include Replacement Capex spent as part of the TIC of extension and / or renovation projects on which the Group's standard Return On Investment (ROI) is expected.

Rotation rate: (number of re-lettings and number of assignments and renewals with new concepts) / number of stores. Short term leases are excluded.

SBR: Sales Based Rent.

Secured debt ratio: Secured debt / Total assets.

SIIC: Société d'Investissement Immobilier Cotée (in France).

Tenant sales: performance in URW's shopping centres (excluding The Netherlands) in operation, including extensions of existing assets, but excluding deliveries of new brownfield projects, acquisition of new assets and assets under heavy refurbishment.

Total Acquisition Cost (TAC): the total amount a buyer shall pay to acquire an asset or a company. TAC equals the price agreed between the seller and the buyer plus all transfer taxes and transaction costs.

Total Investment Cost (TIC): Total Investment Cost equals the sum of: (i) all capital expenditures from the start of the project to the completion date and includes: land costs, construction costs, study costs, design costs, technical fees, tenant fitting-out costs paid for by the Group, letting fees and related costs, eviction costs and vacancy costs for renovations or redevelopments of standing assets; and (ii) opening marketing expenses. It excludes: (i) step rents and rent-free periods; (ii) capitalised financial interests; (iii) overhead costs; (iv) early or lost Net Rental Income; and (v) IFRS adjustments.

Unencumbered leverage ratio: Unencumbered assets / unsecured debt.

Valuation of occupied office space: valuation based on the appraiser's allocation of value between occupied and vacant spaces.

Viparis' recurring Net Operating Income ("NOI"): "Net rental income" and "On-site property services operating result" + "Recurring contribution of affiliates" of Viparis venues.

Yield impact: the change in potential yields (to neutralise changes in vacancy rates) and taking into account key money.

Yield on cost: URW share of the expected stabilised Net Rental Income divided by the URW Total Investment Cost increased by rent incentives (step rents and rent free periods), and for redevelopment project only, the Gross Market Value of the standing asset at the launch of the project.

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