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Unibail-Rodamco-Westfield SE

Quarterly Report Aug 1, 2022

1729_ir_2022-08-01_2bc015f6-0be6-4074-810c-274a36f4ee15.pdf

Quarterly Report

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FINANCIAL REPORT – FIRST HALF 2022

Management Discussion & Analysis:

1. Business review and H1-2022
results
p 3
2. Investments and divestments p
25
3. Development projects as at
June 30, 2022
p 27
4. Property portfolio and Net Asset Value as at June 30, 2022 p 31
5. Financial resources p
51
6. EPRA Performance measures p 62
7. EPRA and Adjusted Recurring Earnings
per share
p
69
Other information:
1. Group consolidated data p
71
2. Consolidated income statement by segment and region p 74
3. Glossary p 75

Condensed consolidated interim financial statements as at June 30, 2022 p 78

Statutory auditors' review report on the 2022 half-yearly financial information p 129 Update of the risk factors (Geopolitical impacts only) p 130

Statement of the person responsible for the condensed consolidated interim financial p 131 statements and the half-year financial report as at June 30, 2022, filed with the French Financial Authorities (Autorité des Marchés Financiers "AMF")

MANAGEMENT DISCUSSION & ANALYSIS1 :

1. Business review and H1-2022
results
p
3
2. Investments and divestments p 25
3. Development projects as at
June 30, 2022
p 27
4. Property portfolio and Net Asset Value as at June 30, 2022 p 31
5. Financial resources p 51
6. EPRA Performance measures p 62
7. EPRA and Adjusted Recurring Earnings per share p 69

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

1. BUSINESS REVIEW AND H1-2022 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, 2022, 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.

For rent relief granted to tenants in relation to the COVID-19 pandemic and where such relief qualifies as a lease modification because the tenant agrees concessions (e.g. extension of a lease term or higher Sales Based Rent ("SBR")), IFRS 16 applies. Under IFRS 16, the relief is treated as a lease incentive which is straight-lined over the expected term of the lease as a reduction of the Gross Rental Income ("GRI").

Rent relief signed or expected to be signed, granted without any counterpart from the tenants is considered as a reduction of the receivables and is charged to the income statement as a reduction of the GRI.

Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by the management in the current context, including higher inflation, higher interest rates, uncertain geopolitical environment, the aftermath of the COVID-19 pandemic 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. In particular, no further lockdowns or activity reduction due to energy shortage have been assumed, post June 2022.

94% 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, 2022.

Scope of consolidation

The principal changes in the scope of consolidation since December 31, 2021, are:

  • The disposal of Solna Centrum in February 2022;
  • The disposal of a 45% stake in Westfield Carré Sénart in February 2022, still fully consolidated;
  • The disposal of 2 residential buildings at Westfield Hamburg in January and March 2022; and
  • The disposal of the Promenade development parcel in March 2022.

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") 2 . The other regions operate almost exclusively in the Shopping Centres segment. In the US, the Group also operates an airport terminal commercial management business.

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

II. POST COVID-19 RECOVERY

This section provides a brief overview of post COVID-19 recovery and the remaining impact of the COVID-19 crisis on URW's operations in H1-2022. Over the period, the economic situation has evolved rapidly with the conflict in Ukraine, an increase in energy costs and higher inflation leading Central Banks to increase interest rates.

Overview of restrictions in H1-2022

The operations in URW shopping centres remained impacted by restrictions in the first few months of 2022. In Q1, the Omicron wave, with a record high number of COVID-19 cases, led to restrictions in all the countries where the Group operates, including guidance to work from home, capacity restrictions, reduced opening hours for F&B and leisure, restrictions for non-vaccinated persons and mask mandates, holding back the recovery.

In The Netherlands, this led to a full lockdown at the beginning of the year; all non-essential stores were allowed to reopen on January 16, 2022, while F&B and leisure reopened on January 26, 2022. Operations in Germany and Austria were also impacted by stringent restrictions. Proof of vaccination or negative test was required to visit shopping centres until February 18 in Germany and March 4 in Austria, and for F&B and leisure until April 3 in Germany and April 15 in Austria.

From May 2022 onwards, no restrictions are applicable anymore in any of the regions in which the Group operates.

Footfall3 and tenant sales4

Overall, in Q1-2022 the Group footfall and sales figures remained impacted by the restrictions in Europe. They both improved in Q2, with footfall reaching 91% of 2019 levels and sales levels for the Group coming back to 2019 levels and even exceeding them, which was earlier than expected. Sales levels also continue to outperform footfall, due to higher conversion rates and longer dwell times.

European footfall

In Europe, H1-2022 overall footfall reached 85% of 2019 levels, still impacted by the remaining restrictions during the first few months of the year but improved compared to H2-2021 (81%). France and Spain outperformed other countries, with footfall at 88% and 87% of 2019 levels, respectively, while Germany, Austria and The Netherlands were below due to more severe restrictions during Q1-2022.

In Q1-2022, footfall reached 80% of 2019 levels, with The Netherlands, Austria and Germany underperforming at 68%, 74% and 74%, respectively, while Spain at 83% and France at 84% showed strong resilience.

During the Q2-2022, footfall continued to improve, reaching 90% of 2019 levels, with France, Nordics and Spain reaching 91%, 91% and 90% of 2019 levels, respectively, while Germany, Austria and The Netherlands showed a recovery compared to Q1 at respectively, 87%, 86% and 82% of 2019 levels.

UK footfall reached 86% of 2019 levels in H1-2022, ahead of the H2-2021 levels of 78%, with an improvement in Q2 (91%) compared to Q1 (81%).

US footfall

In the US, footfall in H1-2022 reached 89% of 2019 levels and 91% excluding Westfield San Francisco Centre in which footfall remains affected by work from home policies, and security issues. During the first half, footfall continued to improve, from 86% in Q1-2022 to 92% in Q2-2022.

European tenant sales

H1-2022 sales were at 96% of 2019 levels, with Continental Europe at 97% and the UK at 91% to be compared with 90% in H2-2021, including 92% for Continental Europe and 83% for the UK. Tenant sales improved between Q1 and Q2, exceeding in Q2 the 2019 sales levels in Continental Europe, ahead of the Group's expectation.

3 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, Westfield La Part-Dieu, Les Ateliers Gaîté, CNIT, Gropius Passagen, Garbera, Westfield Mall of the Netherlands and Westfield Valley Fair). Excludes Carrousel du Louvre. Excludes Zlote Tarasy as this centre is not managed by URW. For the US, footfall only includes the 23 centres for which at least one year of comparable data is available.

4 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, Westfield La Part-Dieu, Les Ateliers Gaîté, CNIT, Gropius Passagen, Garbera and Westfield Valley Fair). Excludes Zlote Tarasy as this centre is not managed by URW. Excludes Carrousel du Louvre. Excludes Auto category for Europe and Auto and Department Stores for the US.

In Q1-2022, the Group's European tenant sales reached 89% of 2019 levels, with Germany and Austria being the most impacted at 83% and 84%, respectively due to restrictions. Central Europe performed very well at 96%. In France, sales reached 89%, performing in line with the Group's average. UK saw an improvement from 84% in Q4-2021 to 89% in Q1- 2022.

In Q2-2022, tenant sales improved significantly, reaching 102% of 2019 levels, including 104% for Continental Europe and 94% for the UK. All regions in Continental Europe, except Austria (97%), were above 2019 levels, with Central Europe, Spain and Nordics reaching 114%, 110% and 106% of 2019 levels, respectively.

The performances of the main categories in H1-2022 were 107% for Health and Beauty, 106% for Sports, 96% for F&B, 91% for Fashion and 85% for Entertainment, with an improvement in Q2 reaching respectively 110%, 114%, 103%, 99% and 97%.

US tenant sales

In the US, tenant sales had already reached 2019 levels during the second half of 2021, and they continue to consistently outperform pre-COVID levels. In Q1-2022, sales reached 102% of 2019 levels, while in Q2 this improved to 110%.

Overall, H1-2022 sales came to 106% of 2019 levels, driven by the Flagships at 114%, partly offset by the Regionals and Central Business District ("CBD")5 assets at 100% and 80%, respectively.

The strong recovery in the US continued to be broad-based with almost all categories performing above 2019 levels. In particular Luxury (175%), Home (138%), F&B (102%) and Fashion (100%) with an improvement in Q2 reaching respectively 182%, 142%, 106% and 104%. Entertainment remains the most affected at 77% but improved from 72% in Q1 to 80% in Q2.

Group tenant sales summary

The table below summarises the Group's tenant sales growth during H1-2022:

Tenant Sales Levels (%)
Region Q1-2022
vs. Q1-2019
Q2-2022
vs. Q2-2019
H1-2022
vs. H1-2019
H1-2022
vs. H1-2021
France 89% 100% 95% 199%
Spain 86% 110% 98% 135%
Central Europe 96% 114% 106% 185%
Austria 84% 97% 91% 156%
Germany 83% 101% 92% 231%
Nordics 93% 106% 100% 136%
The Netherlands NA NA NA NA
Total Continental Europe 89% 104% 97% 178%
UK 89% 94% 91% 223%
Total Europe 89% 102% 96% 184%
US 102% 110% 106% 121%
Total Group 93% 105% 99% 157%

Rent relief and government support

Throughout the COVID-19 crisis, URW recognised the issues the Group's tenants faced due to administrative closures or trading restrictions and the need to provide relief, generally limited to the period of closure and based on the principle of a fair sharing of the burden. These negotiations were focused on providing a one-off rent relief, not on permanently changing lease terms or structures.

With all major restrictions being lifted, URW did not provide any COVID-19 rent relief in H1-2022 regarding 2022 for its shopping centre activity. The 2022 P&L remained impacted by the straightlining of rent relief granted in 2020 and 2021 with a counterparty. In H1-2022, URW recorded for its retail activities a remaining total cash impact from COVID-19-related rent relief of -€0.7 Mn (vs. -€196.3 Mn in H1-2021, due to the high level of restrictions over this period), while the impact of reversals and straightlining of rent relief granted in 2020 and 2021 was -€3.2 Mn (vs. +€19.1 Mn in H1-2021), resulting in a total P&L impact of -€3.9 Mn (vs. -€177.3 Mn in H1-2021).

5 Westfield World Trade Center and Westfield San Francisco Centre.

Bankruptcies

Tenant insolvency procedures affected 102 stores in the Group's portfolio in H1-2022 (vs. 210 in H1-2021), representing 0.9% of the stores in URW's portfolio (1.8% for H1-2021 and 2.4% in 2021). The total leasing revenues (including service charges) which remain exposed to tenants currently in some form of bankruptcy procedure amount to €6.4 Mn6 over c. 19,279 sqm of retail space. The reduction in the level of bankruptcies was seen across all the Group's markets.

Rent collection and deferred rent

As at June 30, 2022, 94% of invoiced H1-2022 rents and service charges7 had been collected in Europe and 93% in the US, representing 94% overall for the Group.

As at July 21, 2022, the H1-2022 collection rate had increased to 96%, with the Q1 collection rate, which stood at 93% as at Q1 trading update improving to 96%.

Overall rent collection by quarter in H1-2022 is shown below8 :

Rent collection (%)
Region Q1-2022 Q2-2022 H1-2022
Continental Europe 96% 96% 96%
UK 99% 96% 97%
Total Europe 97% 96% 96%
US 95% 94% 94%
Total URW 96% 95% 96%

Furthermore, during 2022 the Group collected €210.9 Mn9 in rents related to 2021, and continues to improve its collection rate, which increased from 88% reported at the full year 2021 results to 92% to date and leading to reversals of provisions in H1-2022 of €33.4 Mn.

The total accounts receivable10 from retail activities decreased by -€25.8 Mn in total vs. December 31, 2021, and by -€43.6 Mn, excluding +€17.8 Mn of currency effect. This decrease includes +€8.6 Mn of reversal of provisions net of allowances booked in the result for the period (vs. -€65.4 Mn of allowances in H1-2021).

Post COVID-19 earnings recovery in H1-2022

The AREPS increased from €3.24 per share to €4.95 per share, i.e. +€1.71 per share (+53.1%).

The main drivers for earnings evolution were the strong retail operation performance (including the end of COVID-19 rent relief, lower doubtful debtors and higher variable income), the strong recovery of the C&E division and the delivery of projects, partly offset by disposals.

Rebasing both periods for the COVID-19 rent relief, the AREPS would have increased by +€0.80 per share (+18.1%).

6 Group share. Stores still occupying premises at end of June 2022.

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

8 Based on cash collection as at July 21, 2022 and assets at 100%.

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

10 On a proportionate basis.

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, 2022.

1. Europe – Shopping Centres

1.1. Activity

Leasing activity

Leasing activity11 in H1-2022 showed a sizeable increase in volume compared to H1-2021. URW signed 821 leases (vs. 663 in H1-2021) on standing assets for €146.3 Mn of MGR (vs. €106.3 Mn in H1-2021). These 821 leases include 528 leases (64%) with a maturity above 3 years (vs. 380 in H1-2021 and 57% of leasing activity) reflecting an improvement in the leasing market environment for URW assets.

The MGR uplift on renewals and relettings was +8.6% (-2.2% in H1-2021) in Continental Europe and +5.6% (-2.4% in H1- 2021) in Europe, driven by a strong reversion in Spain (+26.5%, mainly Parquesur, Westfield La Maquinista and Westfield Glories), Central Europe (+14.3%) and France (+11.6%), partially offset by the decrease in Germany (-5.1%), the UK (-3.6%) and The Netherlands (-2.6%). Deals longer than 36 months have an MGR uplift of +12.1% (+2.2% in H1-2021) for Continental Europe and +8.6% (+0.8% in H1-2021) for Europe, while for leases between 12 and 36 months12 MGR uplifts were +1.6% (-6.8% in H1-2021) for Continental Europe and -1.8% (-7.4% in H1-2021) for Europe.

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 %
France 125 48,393 30.6 2.2 11.6% 1.3 11.6%
Spain 114 30,483 15.6 2.5 26.5% 2.1 41.9%
Southern Europe 239 78,876 46.1 4.7 16.7% 3.3 21.0%
Central Europe 174 44,061 23.0 2.7 14.3% 2.7 16.7%
Austria 82 21,719 9.5 0.3 3.4% 0.7 13.8%
Germany 116 47,726 17.0 0.8
-
-5.1% 0.2
-
-2.1%
Central and Eastern Europe 372 113,506 49.6 2.1 5.0% 3.1 9.7%
Nordics 78 32,112 13.3 0.5 4.9% 0.4 7.5%
The Netherlands 44 19,910 4.9 0.1
-
-2.6% 0.1
-
-3.6%
Northern Europe 122 52,022 18.2 0.4 2.9% 0.3 3.7%
Total Continental Europe 733 244,405 113.9 7.2 8.6% 6.7 12.1%
U K 88 42,756 32.4 1.0
-
-3.6% 0.1 0.3%
Total Europe 821 287,161 146.3 6.2 5.6% 6.8 8.6%

Figures may not add up due to rounding.

Leading retailers continue to show confidence in the value of URW's shopping centres and to recognise the crucial value of physical stores for them. The trend remains towards larger and better flagship stores which can provide a full service offering to customers, while improving retailers' financial performance. This was demonstrated in H1-2022 by the Group signing 6213 leases (39 renewals, 23 lettings) with its existing European top 50 tenants; on average the leased surfaces were +12% larger than the current average surface those retailers had in place in URW's centres.

Notable examples of upsizing in the first half include the signing for an extended Tommy Hilfiger and Gucci at Westfield London, the extension of H&M in Westfield Les 4 Temps (after the reletting of Zara last year), the extension of Bershka in Villeneuve 2 and Pull & Bear which doubled the size of its unit in Westfield Stratford City.

11 Leasing activity includes only deals with maturity >= 12 months, consistently with prior periods.

12 Usual 3 / 6 / 9 leases in France are included in the short-term leases.

13 Including developments.

URW signed several leases to introduce flagship stores of dynamic brands in growing sectors such as Sports, Health & Beauty and F&B, including Flat Iron Steakhouse in Westfield London, a 14-unit food hall concept in Westfield Mall of Scandinavia, JD Sports in Westfield Euralille and Villeneuve 2, Nike in Fisketorvet and La Vaguada, Sephora in Bonaire and Rituals in Aéroville.

The Group has focused on leveraging the expansion of its leisure and entertainment strategy across its portfolio and continues to attract some exciting leisure operators. In Westfield Stratford City, the Group signed with Gravity which will take a unit of over 4,600 sqm. and offer a mix of activities including electric go-karting, mini-golf and high ropes combined with an attractive F&B offering. In addition, a multi-site deal was signed with DIVR Labs, a VR concept, for Westfield London and Westfield Mall of Scandinavia. In France, URW signed 3 leases with "La tête dans les nuages", an entertainment concept including bowling, racing games, arcade gaming and a sports bar, for Westfield Carré Sénart, Westfield Euralille and Westfield La Part-Dieu.

As part of the Group's strategy to repurpose retail space at Westfield London, URW signed a lease with Ministry of Sound, an entertainment group. The Ministry will offer a premium co-working space, combined with a health club, podcast studios, event spaces, rooftop restaurant and bar, spanning across 4 floors and 10,200 sqm of the former House of Fraser department store. It is expected to open in H1-2024 and will bring new uses, which will benefit to the entire shopping centre. In addition, the reduction in overall retail GLA will allow the Group to improve the supply / demand tension in the centre.

The Group also signed leases in H1-2022 with "DNVB" tenants (Digitally Native Vertical Brands). For example, Freshly Cosmetics will open their second physical store in Westfield Glories, while Black Bananas (a fashion brand) will open a store in Westfield Mall of the Netherlands, their first physical store in the country. In addition, URW signed with NA-KD, a Swedish online fashion retailer, for Westfield Forum des Halles and Les Ateliers Gaîté, after a pop-up in Westfield Mall of Scandinavia and the successful opening in Amstelveen.

Key openings in H1-2022 include flagship stores of Bershka in Westfield Les 4 Temps, Nike in Parquesur, XPeng in both Westfield Mall of Scandinavia and Westfield Mall of the Netherlands, Skechers Fitness and City Bouldering in Westfield London, JD Sports in Wroclavia, Gilly Hicks in Westfield Mall of the Netherlands and Youseum in Westfield Mall of Scandinavia.

Commercial Partnerships

Commercial Partnerships includes both the new Media, Brand & Data Partnerships division presented during the Investor Day, as well as kiosks, seasonal markets, pop-ups, and car park activations ("retail & other income").

Total Commercial Partnerships activity in Europe amounted to €25.2 Mn on a proportionate basis (€33.3 Mn in net revenues at 100%), up +91% compared to H1-2021 and +25% compared to H1-2019.

Media, Brand & Data Partnerships division

As announced at the Investor Day in March 2022, URW has created a dedicated division to generate increased revenues from (i) media advertising, (ii) brand experience and (iii) data & services. URW's unrivalled European portfolio also provides a unique platform to generate significant new revenues from those activities by turning URW's 2021 footfall of 550 million annual visits into qualified audiences highly valued by brands.

The new division (for which figures are reported at 100%) will generate €75 Mn in annual net revenues by 2024, with €23 Mn in additional CAPEX to support this growth.

Media advertising performance14 is trending towards 2019 levels with €10.9 Mn in H1-2022, an increase of +77% compared to H1-2021, benefitting from the strong bounce back of audience, which outperforms transit (e.g. public transport stations and airports) advertisement channels. URW accelerated the roll-out of data-led platforms to improve audience-based selling, deliver programmatic campaigns and measure drive-to-store performance for retailers with successful trials completed for FNAC in France. The Group also signed new media contracts with Ocean Outdoor at improved terms in The Netherlands and Denmark, while in France, a new media contract was awarded to Clear Channel after a call for tender. This contract allows cross-selling with URW teams and is already bringing the first results notably with the Coca Cola advertising campaign in Westfield Les 4 Temps.

The brand experience15 segment saw a strong recovery, reaching €6.2 Mn in H1-2022, up +217% compared to H1-2021, with brands looking to reconnect with their customers after two 2 years with COVID restrictions. The Beauty category (Givenchy, Dior, Coty) continued to perform strongly, while Samsung rolled-out multiple European activations (UK, The Netherlands,

14 Includes large format digital screens, digital totems, and non-digital communication.

15 Includes Experiential, Brand Partnerships, Event Sponsorship.

Poland) with more planned for H2-2022 (Spain, UK, The Netherlands, France, Poland). Lego also returned with activations in assets in Poland and the Czech Republic, while Disney expanded their successful partnership with URW in the UK and The Netherlands.

Regarding data & services, URW's first-party data enrichment strategy progressed well. After the successful tech pilot, the Group proceeded to the roll-out phase, qualifying mall audiences and allowing audience monetisation through the new dedicated business division.

The Group's CRM database at the end of May 2022 recorded a customer audience of 18.2 million contacts worldwide, of which 10.3 million are part of the loyalty programme (vs. 9.5 million end of 2021).

In terms of digital audience, URW has 10.1 million followers on social media (vs. 9.8 million at end of 2021) and an average of 2.5 million monthly visits to its mall websites worldwide. URW's apps have been downloaded 3.1 million times, of which 2.2 million are reachable by mobile push notifications.

The average revenue per visit stands at €0.05 in H1-2022.

In H1-2022, URW also acquired 2 metaverse lands in Decentraland and The Sandbox for €0.2 Mn, which provide new possibilities for media, advertising and brand experiences.

Retail & other income

The retail & other income part of the Commercial Partnerships saw a strong H1-2022 performance, up +115% vs H1-2021. The Group continues to focus on high-quality, longer-term kiosk leases. During the first half of the year, several B2B car park activations have taken place, such as five-a-side football (UK), car hire (UK & Spain) and car servicing (Czech Republic).

1.2. Net Rental Income

Total consolidated Net Rental Income ("NRI") was €683.1 Mn for Continental Europe (+50.3%) and €744.8 Mn for Europe (+49.5%), as a result of positive like-for-like evolution.

In H1-2022, the NRI was positively impacted by the end of COVID-19 rent discounts and lower doubtful debtors provisions compared to H1-2021, as well as higher SBR (€24.1 Mn vs. €12.0 Mn in H1-2021) and other income including Commercial Partnerships (€25.2 Mn vs. €13.2 Mn in H1-2021) and Parking (€18.9 Mn vs. €10.4 Mn in H1-2021). It also benefitted from the delivery of projects.

Net Rental Income (€Mn)
Region H1-2022 H1-2021 %
France 260.0 177.3 46.7%
Spain 83.2 61.9 34.4%
Southern Europe 343.2 239.2 43.5%
Central Europe 118.9 68.9 72.6%
Austria 56.3 35.2 59.7%
Germany 68.3 31.2 119.0%
Central and Eastern Europe 243.4 135.3 79.9%
Nordics 51.5 53.5 -3.7%
The Netherlands 44.9 26.5 69.6%
Northern Europe 96.4 80.0 20.6%
Total NRI - Continental Europe 683.1 454.5 50.3%
U K 61.7 43.7 41.2%
Total NRI - Europe 744.8 498.2 49.5%

Figures may not add up due to rounding.

The total net change in NRI amounted to +€246.6 Mn in Europe (including +€228.6 Mn in Continental Europe) and breaks down as follows:

  • +€22.8 Mn due to deliveries of Westfield La Part-Dieu, Westfield Les 4 Temps, Les Ateliers Gaîté, Westfield Mall of the Netherlands and Fashion Pavilion at Westfield La Maquinista;
  • +€13.8 Mn due to exceptional and other items, including the positive outcome (+€9.6 Mn) of a litigation with a tenant in The Netherlands;
  • +€5.8 Mn due to projects on standing assets (with the upcoming departure of El Corte Inglés in La Vaguada and Parquesur in Spain);
  • +€2.0 Mn due to assets in pipeline, primarily in Spain (Garbera extension) and the UK;
  • +€0.3 Mn due to positive currency effects in GBP, partly offset by a negative effect in SEK;
  • -€7.5 Mn due to disposals of assets, mainly in Central Europe with the disposal of a 60% stake in Aupark in May 2021 and in the Nordics with the sale of Solna Centrum in February 2022;
  • +€209.4 Mn of like-for-like NRI growth in Europe (+48.2%) (+€194.0 Mn in Continental Europe (+49.7%)).
Region Net Rental Income (€Mn)
Like-for-like
H1-2022 H1-2021 %
France 213.3 146.5 45.6%
Spain 62.7 49.8 25.7%
Southern Europe 276.0 196.4 40.5%
Central Europe 113.2 60.5 87.2%
Austria 52.8 35.2 50.3%
Germany 68.3 31.1 119.3%
Central and Eastern Europe 234.3 126.8 84.8%
Nordics 52.3 49.6 5.4%
The Netherlands 21.7 17.5 23.7%
Northern Europe 74.0 67.1 10.2%
Total NRI Lfl - Continental Europe 584.2 390.2 49.7%
UK 59.7 44.3 34.8%
Total NRI Lfl - Europe 643.9 434.5 48.2%
Net Rental Income Like-for-like evolution (%)
Region Indexation Renewals,
relettings net
of departures
COVID-19
rent relief
Doubtful
debtors
Other Total
France 2.1% -3.9% 35.7% 11.8% -0.1% 45.6%
Spain 6.2% 0.0% 17.7% -1.7% 3.6% 25.7%
Southern Europe 3.2% -2.9% 31.1% 8.4% 0.8% 40.5%
Central Europe 6.3% 3.9% 46.4% 15.8% 14.8% 87.2%
Austria 4.9% -11.8% 70.4% 0.6% -13.8% 50.3%
Germany 6.1% -12.7% 82.0% 24.1% 19.8% 119.3%
Central and Eastern Europe 5.9% -4.6% 61.8% 13.6% 8.1% 84.8%
Nordics 1.5% -1.7% 1.3% -0.1% 4.3% 5.4%
The Netherlands 2.3% -0.7% 17.7% -3.2% 7.5% 23.7%
Northern Europe 1.8% -1.4% 5.6% -0.9% 5.1% 10.2%
Total NRI Lfl - Cont. Europe 3.8% -3.2% 36.7% 8.5% 3.9% 49.7%
U K 0.0% -6.1% 37.5% 8.5% -5.0% 34.8%
Total NRI Lfl - Europe 3.4% -3.5% 36.8% 8.5% 3.0% 48.2%

Figures may not add up due to rounding.

Like-for-like NRI increased by +48.2% (-29.3% in H1-2021) in Europe (including +49.7% in Continental Europe (-31.0% in H1-2021)), and includes:

  • +3.4% of indexation (+0.8% in H1-2021);
  • -3.5% of "Renewals and relettings net of departures" (-5.9% in H1-2021), as a result of negative uplift on prior year leasing activity (mostly short-term deals), vacancy lagging effect in certain regions and rent discounts, in particular on cinemas, that have not fully recovered;
  • +36.8% due to the absence of COVID-19 rent relief granted to tenants in all regions (-21.6% in H1-2021);
  • +8.5% due to the provisions for doubtful debtors (vs. -2.2% in H1-2021), reflecting the continuing improvement of cash collection during H1-2022, reversal of bad debt provisioned in 2021 and a low number of bankruptcies;
  • +3.0% in "Other" (vs. -0.4% in H1-2021), mainly due to higher variable revenues (in particular SBR, parking and Commercial Partnerships income).

Excluding the impact of COVID-19 rent relief, the like-for-like NRI growth would be +11.4%.

1.3. Vacancy

The Estimated Rental Value ("ERV") of vacant space in operation in the portfolio was €66.2 Mn in Continental Europe (€65.8 Mn as at December 31, 2021) and €94.2 Mn in Europe (€96.4 Mn as at December 31, 2021).

The EPRA vacancy rate16 in Continental Europe was 4.0% and 9.7% in the UK (mainly due to Westfield London). The Continental European vacancy rate is in line with the level as at December 31, 2021, despite the usual seasonal uptick of vacancy that was recorded in Q1 (4.2%). In the UK, the vacancy rate decreased from 10.6% as at December 31, 2021, to 9.7%, due to increased leasing activity. Overall for Europe, the vacancy was 4.9%, in line with the December 31, 2021 level.

Vacancy
Region June 30, 2022 %
€Mn % Dec. 31, 2021
France 25.3 3.9% 3.6%
Spain 7.4 3.6% 3.6%
Southern Europe 32.7 3.9% 3.6%
Central Europe 8.7 3.4% 3.0%
Austria 1.8 1.6% 0.7%
Germany 9.7 4.7% 4.6%
Central and Eastern Europe 20.3 3.5% 3.1%
Nordics 7.8 6.3% 7.4%
The Netherlands 5.4 5.1% 6.7%
Northern Europe 13.2 5.8% 7.1%
Total - Continental Europe 66.2 4.0% 4.0%
UK 28.0 9.7% 10.6%
Total - Europe 94.2 4.9% 4.9%

Excluding pipeline.

Figures may not add up due to rounding.

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 37.2 2.6% 37.2 2.6%
2022 116.3 8.1% 109.0 7.6%
2023 307.5 21.5% 141.0 9.9%
2024 245.2 17.2% 120.6 8.4%
2025 254.3 17.8% 158.8 11.1%
2026 153.1 10.7% 130.3 9.1%
2027 113.2 7.9% 133.8 9.4%
2028 52.8 3.7% 90.7 6.4%
2029 21.0 1.5% 89.4 6.3%
2030 27.8 1.9% 96.2 6.7%
2031 26.3 1.8% 91.8 6.4%
2032 25.9 1.8% 71.2 5.0%
Beyond 47.7 3.3% 158.4 11.1%
Total 1,428.4 100% 1,428.4 100%

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

2. Europe - Offices & Others

2.1. Office property market as at June 30, 202217

Take-up

Take-up in the Paris region in H1-2022 amounted to 1,008,368 sqm, an increase of +24% compared to H1-2021 (815,146 sqm), in-line with the 10-year average (1,024,456 sqm).

Paris CBD recorded a +36% increase compared to H1-2021 (229,102 sqm vs. 169,642 sqm) and +20% compared to the 10 year average (190,961 sqm).

La Défense take-up also increased by +15% year-on-year (113,715 sqm vs. 98,160 sqm) and is +20% above the 10-year average (94,657 sqm).

The Outer Rim take-up in H1-2022 decreased by -13% year-on-year and is also below the 10-year average (by -19%). Western Crescent take-up decreased by -5% and the Inner Rim take-up increased by +43% compared to H1-2021 but are still both below the 10-year average (by -26% and -11%).

This reflects the trend of companies selecting central locations to stimulate flex workers to come back to the office.

Available area & vacancy rate

Year-on-year the immediate supply in the Paris region remains stable (+2%) in the first half with 4,088,000 sqm. As at June 30, 2022, the level of new or refurbished supply reached 1,145,000 sqm, which represents 28% of the overall supply (vs. 27% as at December 31, 2021).

The Paris region vacancy rate remained stable at 7.4%, with significant discrepancies between areas (e.g. the vacancy rate decreased from 3.1% to 2.8% in Paris CBD and from 14.2% to 12.7% in La Défense, while it increased from 19.0% to 19.3% in Peri-Défense).

Rental values

The market showed an increasing bifurcation between well-located highly ESG rated brand new assets that attract users and the other assets for which the demand is more limited. As a consequence, there is an increasing differentiation in terms of rental levels based on the quality of location and of the assets. The prime rent in the CBD slightly increased in 2022 and stands at €960/sqm/year. In La Défense, the highest rent is €600/sqm/year on URW's Trinity tower with tenant incentives in line with market practice, the highest face rent level in 20 years, while the increase of immediate and future supply is putting pressure on rental values for non-prime buildings.

As at June 30, 2022, rent incentives increased slightly to 32% in La Défense (vs. 30% as at December 31, 2021) and slightly decreased to 16% in Paris CBD (vs. 17% as at December 31, 2021).

2.2. Activity

Consolidated NRI amounted to €31.8 Mn, a +12.2% increase due primarily to the leasing of Trinity and the delivery of Pullman Montparnasse, partly offset by the impact of the 2021 and H1-2022 disposals.

Net Rental Income (€Mn)
Region H1-2022 H1-2021 %
France 25.4 18.6 36.5%
Other countries 6.3 9.7 -34.6%
Total NRI 31.8 28.3 12.2%

17 Sources: Immostat; BNP Paribas Real Estate.

The increase of +€3.5 Mn breaks down as follows:

  • +€3.6 Mn due to deliveries (mostly due to Pullman Montparnasse and Gaîté Offices);
  • -€6.8 Mn due to the impact of the disposal of SHiFT, Les Villages 3, 4 & 6 and Solna Centrum offices;
  • -€0.1 Mn due to currency effects of SEK;
  • The like-for-like NRI growth was +€6.8 Mn (+37.2%), mainly thanks to leasing in Trinity.
Region Net Rental Income (€Mn)
Like-for-like
H1-2022 H1-2021 %
France 18.7 12.0 55.9%
Other countries 6.3 6.2 1.1%
Total NRI Lfl 25.0 18.2 37.2%

Figures may not add up due to rounding.

In France, 99% of H1-2022 rents billed were collected.

13,175 weighted square metres (wsqm) were leased in H1-2022 in standing assets, including 5,511 wsqm in Austria, 5,035 wsqm in France and 1,352 wsqm in the Nordics.

In La Défense, a lease was signed in H1-2022 with Arkema (25,100 sqm) for 80% of the Lightwell project, offering impressive sustainability credentials (9-year duration and lease incentives below market average). In Trinity, 2 new leases were signed with Santarelli (2,200 sqm) in H1-2022 and Alain Afflelou (2,900 sqm) in July 2022, increasing the letting of this tower to 74% (with an average rent of c. €567/sqm18, and lease incentives below the market average).

The ERV of vacant office space in operation amounted to €15.5 Mn, representing an EPRA vacancy rate of 17.2% (19.8% as at December 31, 2021), of which €13.4 Mn or 17.6% (21.7% as at December 31, 2021) in France, decreasing thanks to Trinity leasing progress.

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 0.7 0.7% 0.7 0.7%
2022 6.7 7.4% 6.1 6.7%
2023 4.8 5.3% 3.7 4.1%
2024 5.2 5.8% 1.4 1.5%
2025 15.2 16.7% 6.8 7.5%
2026 4.5 5.0% 2.4 2.6%
2027 1.8 1.9% 11.8 12.9%
2028 7.5 8.2% 5.6 6.2%
2029 1.0 1.1% 1.8 2.0%
2030 6.4 7.1% 8.1 8.9%
2031 9.6 10.6% 11.9 13.1%
2032 10.5 11.5% 10.4 11.5%
Beyond 16.9 18.6% 20.2 22.2%
Total 90.9 100% 90.9 100%

2.3. Lease Expiry Schedule

18 Average weighted face rent excluding Welkin & Meraki floors (flex space operator) with sales based rent.

3. Convention & Exhibition

After 2 years of operations with sanitary restrictions, the Convention & Exhibition showed a strong recovery in H1-2022. Despite the first quarter still being impacted by COVID-19 restrictions with some events cancelled or postponed to later in the year, events held at Viparis' venues during the second quarter are nearing the pre-COVID level of activity.

The Convention & Exhibition business has a seasonal results pattern, with annual, biennial and triennial shows, and an uneven distribution of shows during the year.

In total, 272 events were held in Viparis venues through June 30, of which 86 exhibitions, 33 congresses and 153 corporate events compared to the 386 events held in H1-2019 and 69 events in H1-2021.

In the Congress segment, Viparis saw a strong activity. Palais des Congrès de Paris welcomed the 23rd IMCAS Annual World Congress with more than 14,000 attendees (vs. 10,000 attendees in 2019), and more than 300 exhibitors (vs. 267 exhibitors in 2019). In addition, Palais des Congrès de Paris has hosted the interventional cardiology community with 11,000 attendees participating in 4-day EuroPCR 2022 (vs. 11,206 attendees in 2019).

H1-2022 saw the following major shows held:

Annual shows:

  • The 58th edition of the International Agricultural Show held at Porte de Versailles from February 26 to March 6 was a successful "reunion edition" with 502,757 visitors (including 33,000 professional visitors from 42 countries) ahead of the last edition in 2020 (482,221 visitors with 1 day less);
  • Europe's number one start-up and tech event Viva Technology took place at Porte de Versailles with more than 91,000 in-person visitors from 142 countries.

Biennial shows:

▪ The world's leading land and airland defence and security exhibition, Eurosatory, held from June 13 to June 17 at the Parc des Expositions of Paris-Nord Villepinte had more than 1,800 exhibitors (same as the last edition in 2018) from over 60 countries.

Triennial shows:

▪ In-cosmetics Global, the world's leading personal care ingredients show, made its successful return to Paris Porte de Versailles from April 5 to April 7 with more than 8,000 attendees and more than 700 exhibitors.

In January, Viparis opened a unique VR tour of Notre-Dame de Paris at Espace Grand Arche and in May an immersive video experience at Paris Expo Porte de Versailles with concept-movies produced by world-renowned photographer Yann Arthus-Bertrand and the award-winning film-director Tom Volf. These concepts together with new food offers such as Le Perchoir at Porte de Versailles have enhanced the attractiveness of the Viparis venues and transformed them into destinations, with 10,000 people expected every month, while also offering new ways of gathering for organisers and exhibitors.

As at June 30, 2022, the number of signed and pre-booked events in Viparis venues for 2022 represent c. 89% of 2018 prebookings level for the year, and amounted to c. 103% of its expected 2022 rental income.

Viparis' recurring Net Operating Income ("NOI") amounted to €94.5 Mn, compared to -€1.5 Mn in H1-2021 and €80.6 Mn in H1-2018. In H1-2022, this includes a €25 Mn contribution from the French State, to compensate closure periods in earlier years. Restated for this and triennial shows (held in H1-2018 and H1-2022), the NOI is slightly below H1-2018, in particular due to the remaining impact of COVID-19 in the first quarter.

4. US Business Review

Leasing activity

In the period ended June 30, 2022, 380 leases were signed on standing assets, representing 1,434,254 sq. ft. and \$70.9 Mn of MGR up compared to \$65.3 Mn of MGR signed in H1-2021 on 54819 leases, representing 1,908,237 sq. ft. illustrating the increase in total rents signed and average surfaces let. As market conditions improved, the number of long-term deals signed also increased from 154 20 to 179 year-on-year, representing 47% of the H1-2022 deals, compared to 28% in H1-2021 and 35% in FY-2021.

The overall uplift on relettings and renewals was -3.4% for the US Shopping Centres and +8.2% for Flagships21 . The Group continued to selectively sign short-term leases including a higher SBR component, to speed up negotiations, while focussing on long-term leases. Deals longer than 36 months have a MGR uplift of +23.1%, while for leases between 12 and 36 months, MGR uplifts were more affected at -22.2%. On an annualised basis, the SBR is expected to compensate part of the MGR reduction on the US leasing activity in H1-2022.

In total, the Shopping Centres SBR increased from \$7.8 Mn in H1-2019 (2.4% of NRI) to \$19.3 Mn in H1-2021 (6.7% of NRI) and \$34.2 Mn in H1-2022 (10.7% of NRI). SBR related to renewals, relettings and full SBR deals signed in 2021 amounted to \$10.1 Mn (at 100%). On an annualised basis, this SBR is expected to compensate the negative \$26.1 Mn uplift of these 2021 deals.

The tenant mix continued to evolve with the introduction of new retailers and a number of important deals signed with DNVBs, including Warby Parker in Westfield Galleria at Roseville and Mejuri and Saatva in Westfield UTC.

Several trendy brands were signed in the Fashion sector, including a multi-site deal with Psycho Bunny for Westfield UTC, Westfield Old Orchard, Westfield Montgomery, Westfield Topanga and Westfield Galleria at Roseville, highlighting the Group's ability to continuously improve the offer.

The F&B offer has also been enriched by new concepts such as Marugame Udon in Westfield Valley Fair, Ramen Nagi in Westfield UTC and The Stand in Westfield Valencia Town Center.

Reflecting the strong growth in the Luxury sector, the Group also made a number of important signings in this space, including Breitling in Westfield Garden State Plaza, Celine in Westfield Valley Fair, Tag Heuer in Westfield Century City and Westfield Valley Fair. In Health & Beauty, another high growth category, URW signed Alo in Westfield Old Orchard and Westfield Valley Fair, Madison Reed in Westfield Garden State Plaza, Kindbody in Westfield Topanga and Beverly Hills Rejuvenation Center in Westfield Valencia Town Center.

In addition, a number of key stores were opened during the period, including Eataly at Westfield Valley Fair, American Girl at Westfield Century City, AMC at Westfield Montgomery, Westfield UTC and Westfield Topanga, 99 Ranch at Westfield Oakridge, Louis Vuitton at Westfield Topanga (reopening after renovation and extension) and Westfield UTC, Reformation at Westfield UTC, and Sweetgreen at Westfield World Trade Center.

Commercial Partnerships and Marketing

Commercial Partnerships revenue in H1-2022 amounted to \$27.6 Mn, an increase of +\$14.2 Mn (+106%) from H1-2021 and decrease of -\$6.2 Mn (-18%) from H1-2019, mainly due to Westfield World Trade Center.

Commercial Partnerships continued to perform strongly, after activity resumed last year. In H1-2022, a number of product launches were organised by prime brands in the auto, fashion, and luxury sectors, including Van Cleef, Burberry and Vinfast.

Media advertising was especially strong, up +139% vs. H1-2021, with engagement of leading brands like Chanel, Dior, Cartier, Tiffany, Bvlgari and Mazda.

In addition, "The Drop at Westfield" was launched, a digital screen platform, designed for brands and retailers to amplify and extend their Web3 presence. The launch debuted on June 20, 2022, with a shoppable NFT Art Gallery at Westfield World Trade Center.

19 Excluding 7 deals from 2021 foreclosures.

20 Excluding 1 deal from 2021 foreclosures.

21 Excluding CBD centres.

Airports

Airport activity continued to show an improvement, with enplanements and sales accelerating, as international travel resumes. 2022-YTD May enplanements were +126% (+4% Domestic, +410% International) vs. same period in 2021 and -25% (-12% Domestic, -41% International) vs. same period in 2019.

During H1, URW was also selected as the exclusive commercial developer and manager for the new international terminal to be created at John F. Kennedy International Airport in New York City, which will be replacing JFK's existing Terminals 1 and 2 (as well as the former Terminal 3) to become the airport's largest new international terminal. Ground breaking on the project will be later this summer, with the terminal to begin opening to the public in phases between 2026 and 2030. The URW Airports arm will develop and manage the terminal's non-aeronautical revenue platforms including dining, retail, dutyfree, entertainment, and experiential concepts across more than 200,000 sq. ft.

Net Rental Income and Vacancy

The total net change in NRI amounted to +\$10.6 Mn and breaks down as follows:

  • +\$33.4 Mn related to shopping centres;
  • -\$20.9 Mn related to airports;
  • -\$1.9 Mn related to offices and residential.

The like-for-like shopping centre NRI22 increased by +\$35.2 Mn, i.e. +14.7%. The performance was mainly driven by lower doubtful debtors due to improved collection, uplifts on long-term deals, higher SBR, parking income and Commercial Partnerships, partly offset by negative MGR uplifts in particular on short-term deals. It includes -\$17.1 Mn of straightlining of prior years' COVID-19 rent relief with counterparties. Excluding this non-cash straightlining, the NRI growth would be +23.5% and +16.0% excluding all COVID-19 rent reliefs.

Regarding airports, in H1-2022, URW benefitted from rent abatements on ground rents it pays and reflected this in rent abatements granted to tenants. The airports NRI decreased by -\$20.9 Mn, impacted by tenants' abatements recognised in full during H1-2022, while abatements received from the airport authorities were recognised in the financial lease over the firm duration of the concession. On a cash basis the airports results would increase.

Converted into euros, the +\$10.6 Mn (+3.4%) NRI increase in the US represented +€36.3 Mn (+14.0%) due to the strengthening of the USD against the euro over the period.

As at June 30, the EPRA vacancy was 10.4% (\$131.9 Mn), down by -60 bps from December 31, 2021 after a +40 bps increase in March. The decrease in vacancy was driven by the proactive leasing approach of the Group. The vacancy decreased with -100 bps to 8.3% in the Flagships and increased with +120 bps to 11.9% in the Regionals, along with the vacancy of the CBD assets that went up with +230 bps to 22.1%.

Occupancy on a GLA23 basis was 91.8% as at June 30, 2022.

The OCR on a rolling 12 months basis stood at 10.7% as at June 30, 2022, compared to 13.4% as at June 30, 2019, reflecting the strong sales performance, CAM cost savings and rental adjustments, compensated by higher SBR.

22 Excluding airports.

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

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 3.9 0.7% 3.9 0.7%
2022 12.7 2.4% 12.7 2.4%
2023 61.0 11.4% 61.0 11.4%
2024 65.0 12.1% 65.0 12.1%
2025 62.9 11.7% 62.9 11.7%
2026 57.5 10.7% 57.5 10.7%
2027 68.6 12.8% 68.6 12.8%
2028 62.1 11.6% 62.1 11.6%
2029 37.8 7.0% 37.8 7.0%
2030 26.6 5.0% 26.6 5.0%
2031 29.4 5.5% 29.4 5.5%
2032 26.6 5.0% 26.6 5.0%
Beyond 23.0 4.3% 23.0 4.3%
Total 537.3 100% 537.3 100%

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

URW maintains high focus on sustainability and the Better Places 2030 programme.

During H1-2022, the Group organised a Sustainability Week mid-May with keynote speeches for all Group employees about climate change action, and Climate Fresk (a French non-profit organisation which aims to raise public awareness about climate change) workshops in the different countries.

The Better Places 2030 programme continues to be delivered at a high pace:

Better Spaces

  • o The Group continued to roll out solar PV projects and completed a solar PV plant at Aupark, Slovakia, with more than 1,270 panels installed, with a total capacity for the Group reaching 15.7 MW to date;
  • o In line with its commitments of Better Places 2030 on biodiversity and adaptation to climate change, URW launched the remaining biodiversity action plans needed to achieve its target, and kicked-off a climate risk study update and associated asset-based action plans;
  • o The European long-term energy action plans of assets are currently being updated after reaching -15% energy intensity reduction of our assets between 2015 and 2021, which led to an amount of energy savings equivalent to the annual usage of 6,500 European households.

Better Communities

  • o Since the beginning of the war in Ukraine, URW has been actively supporting initiatives to help refugees through offering space and support local NGOs/cities in the local communities where it operates;
  • o True to URW's strong belief that an inclusive environment is vital to create better places and better communities, the Group launched 3 initiatives around World Autism Awareness Day, in its French shopping centres;
  • o On top of the URW for Jobs events which take place in the Group's centres, URW illustrated its commitment to supporting employment by the inauguration of Yookan with Elisabeth Borne (French Minister of Labour, Employment and Integration at the time) at Westfield Rosny 2. Yookan is a programme that welcomes people seeking employment and is focused on enabling them to identify their skills and build their professional future using new technologies and virtual reality;
  • o New responsible consumption initiatives opened such as Heritage at Garbera (Spain), a new second-hand shop managed by Emmaüs Social Foundation.

Better Together

  • o In June, the Group launched its Community Days with all regions organising initiatives. Volunteering activities in 2022 focus on supporting the needs of local communities, and in particular refugees, as well as ecological actions;
  • o Further embedding URW's Diversity & Inclusion commitment, through the Group "Be You at URW Conversation" webcast series focused on LGBTQIA2S+ inclusion, and International Women's Day in H1- 2022, with sponsorship and involvement of the Group Executive Committee;
  • o URW received Top Employer awards in Germany, Poland and the Czech Republic; in the UK, the Group was awarded "Best for All Families" from the Working Families Association; while in Poland, URW was recognised in the "Diversity in Check" study by the Responsible Business Forum.

URW is on track to meet all Better Places 2030 targets, including cutting carbon emissions across its value chain by 50% between 2015 and 2030. The Group is committed to contribute to global carbon neutrality and will present a step-change update to its plan in 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. The Group also continued its active investor engagement and took part in two ESG conferences during the first half of the year. 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;
  • MSCI ESG: AAA rating;
  • ISS ESG Corporate: B rating (prime status);
  • Sustainalytics: 1 st in the RE industry worldwide with a "Negligible" risk rating;
  • EPRA sBPR Award: For the 10th time in a row, URW received the EPRA Gold Award in 2021 for completing its 2020 reporting in accordance with the EPRA Sustainability BPR.

For more information on Better Places 2030 and detailed 2021 sustainability performance, please refer to the 2021 Universal Registration Document.

V. H1-2022 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.

In H1-2022, in order to keep track of the indicators mentioned during the Investor Day, a new subtotal ("Net operating result before depreciation and impairment of assets") was created in the Net result by segment on a proportionate basis. The recurring part of this new subtotal corresponds to the EBITDA.

Unless otherwise indicated, all references below relate to the period ended June 30, 2022, and the comparisons relate to the same period in 2021.

Gross Rental Income

The Gross Rental Income ("GRI") amounted to €1,379.7 Mn (€1,070.6 Mn), an increase of +28.9%. This increase resulted mainly from lower rent relief granted to tenants and the impact of indexation.

Gross Rental Income (€Mn)
Region H1-2022 H1-2021 %
France 285.7 225.7 26.6%
Spain 90.5 68.8 31.6%
Southern Europe 376.2 294.4 27.8%
Central Europe 114.2 78.2 46.0%
Austria 72.5 42.0 72.5%
Germany 69.2 43.9 57.6%
Central and Eastern Europe 255.9 164.2 55.9%
Nordics 58.6 60.3 -2.9%
The Netherlands 50.8 36.3 39.9%
Northern Europe 109.3 96.6 13.2%
Subtotal Continental Europe-Shopping Centres 741.4 555.2 33.5%
United Kingdom 98.6 73.5 34.2%
Subtotal Europe-Shopping Centres 840.0 628.7 33.6%
Offices & Others 35.3 29.9 18.0%
C&E 89.5 30.7 192.0%
Subtotal Europe 964.8 689.3 40.0%
United States - Shopping Centres 410.1 374.3 9.6%
United States - Offices & Others 4.8 7.1 -32.7%
Subtotal US 414.9 381.4 8.8%
Total URW 1,379.7 1,070.6 28.9%

Net Rental Income

Total NRI amounted to €1,139.3 Mn (€785.5 Mn), an increase of +45.0%. This greater increase compared to the GRI is due to the positive impact of the decrease in doubtful debtors.

Region Net Rental Income (€Mn)
H1-2022 H1-2021 %
France 260.0 177.3 46.7%
Spain 83.2 61.9 34.4%
Southern Europe 343.2 239.2 43.5%
Central Europe 118.9 68.9 72.6%
Austria 56.3 35.2 59.7%
Germany 68.3 31.2 119.0%
Central and Eastern Europe 243.4 135.3 79.9%
Nordics 51.5 53.5 -3.7%
The Netherlands 44.9 26.5 69.6%
Northern Europe 96.4 80.0 20.6%
Subtotal Continental Europe-Shopping Centres 683.1 454.5 50.3%
United Kingdom 61.7 43.7 41.2%
Subtotal Europe-Shopping Centres 744.8 498.2 49.5%
Offices & Others 31.8 28.3 12.2%
C&E 67.9 0.4 n.m.
Subtotal Europe 844.5 526.9 60.3%
United States - Shopping Centres 292.6 255.0 14.8%
United States - Offices & Others 2.2 3.6 -38.5%
Subtotal US 294.8 258.6 14.0%
Total URW 1,139.3 785.5 45.0%

Figures may not add up due to rounding.

Net property development and project management income was €16.3 Mn (€32.0 Mn), as a result of URW's Design, Development & Construction (DD&C) activity in the US and the UK. The decrease is mainly attributable to the deliveries of projects in the US in 2021 and H1-2022 (mainly the restructurings of Westfield Garden State Plaza, Westfield Annapolis and Westfield Topanga) and phasing of delivery in the UK.

Net property services and other activities income from Property Management services in France, the US, the UK, Spain and Germany was +€32.3 Mn (-€4.0 Mn), including +€26.6 Mn of on-site property services in Viparis and +€14.4 Mn of Property Management services related to shopping centres, partly offset by the amortisation of Viparis operating assets for -€8.7 Mn. The increase of +€36.3 Mn is mainly due to the recovery of the activity of Viparis and Property Management services in H1-2022 vs. H1-2021, as well as an indemnity received on Viparis.

Contribution of companies accounted for using the equity method24 amounted to +€75.4 Mn (-€20.3 Mn), of which +€40.1 Mn for the non-recurring activities, mainly thanks to positive valuation movements (mainly in France and Central Europe) and the positive impact of the mark-to-market of derivatives on the financing of French JVs. The recurring Contribution of companies accounted for using the equity method was +€35.3 Mn (+€34.4 Mn), with a positive contribution of Central Europe (due to Zlote Tarasy impacted by rent relief in H1-2021) and Germany, partly offset by a decrease in France and in the US.

24 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.

Corporate expenses (including Development expenses) amounted to -€109.9 Mn (-€105.4 Mn), an increase of -€4.5 Mn due to partial activity in H1-2021 and the currency impact with strengthening of USD and GBP vs. Euro. As a percentage of NRI from shopping centres and offices, corporate expenses were 10.3%, vs. 13.4% in H1-2021, as a result of the higher NRI.

The Group continues its efforts to reduce its expenses, including a significant reorganisation and space reduction in its US headquarters in June.

EBITDA (corresponding to the recurring Net Operating result before depreciation and impairment of assets in the Net result by segment) increased significantly from €769.6 Mn in H1-2021 to €1,139.2 Mn in H1-2022 (i.e. +48.0%) thanks to the strong increase in retail NRI and the recovery of the C&E activity. For Europe, EBITDA increased from €522.9 Mn to €870.4 Mn (+66.5%).

Acquisition and other costs amounted to a non-recurring amount of -€2.8 Mn (-€0.9 Mn).

Results on disposal of investment properties were +€56.4 Mn (+€101.1 Mn), reflecting the impact of the disposals of Solna Centrum, Westfield Hamburg Residential and Promenade development parcel. The disposal of a 45% stake in Westfield Carré Sénart in France is not reflected in the income statement but directly in the shareholders equity as there is no change of control for this asset.

Valuation movements on assets amounted to -€383.8 Mn (-€1,115.1 Mn), of which -€384.9 Mn (-€1,092.1 Mn) for investment properties and +€1.1 Mn (-€22.9 Mn) for services.

Main decreases came from the US shopping centres (-€375.2 Mn) and Germany (-€219.9 Mn).

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

Impairment of goodwill: There was no impairment of goodwill in H1-2022 vs. -€156.4 Mn25 in 2021.

Financing result

Net financing costs (recurring) totalled -€249.9 Mn (after deduction of capitalised financial expenses of €29.2 Mn allocated to projects under construction) (-€257.6 Mn). This decrease of €7.6 Mn is due to the decrease in financial debt, US foreclosed assets, the positive impact of the hedging in place and lower cost of carry of the cash, partially offset by the FX rate evolution and the cost of the JVs mortgage debt raised in H1-2022.

URW's average cost of debt for the period was 2.0% (2.0% in 2021). URW's financing policy is described in the section "Financial resources".

Non-recurring financial result amounted to +€179.3 Mn, mainly due to the mark-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 companies26 do not exist or are not used by the Group.

The total income tax expenses for H1-2022 amounted to -€55.8 Mn. Income tax allocated to the recurring net result amounted to -€40.1 Mn (+€12.9 Mn), mainly due to the recovery of the activity and a positive impact of a tax credit in the US in H1- 2021. Non-recurring income tax amounted to -€15.7 Mn (+€85.9 Mn), mainly due to the positive valuation movements in countries where no specific tax regime for property companies is in use.

25 On a proportionate basis. Under IFRS, the impairment of the goodwill amounted to -€145.9 Mn in 2021. The difference is due to a partial impairment of goodwill of Westfield CentrO.

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

External non-controlling interests amounted to -€98.0 Mn comprising recurring and non-recurring external non-controlling interests. The recurring external non-controlling interests amounted to -€114.9 Mn (-€27.8 Mn), due to improving operating performance and change in scope. They mainly relate to French shopping centres (-€55.6 Mn, including Westfield Les 4 Temps, Westfield Parly 2, Westfield Forum des Halles and Westfield Carré Sénart), to the stake of the CCIR in Viparis (-€29.2 Mn), to URW Germany and Ruhr Park (-€15.5 Mn) and to Austria and Spain (-€14.2 Mn). The non-recurring noncontrolling interests amounted to +€16.9 Mn (+€67.9 Mn), due primarily to negative valuation movements.

Net result for the period attributable to the holders of the Stapled Shares was a profit of +€601.0 Mn (-€420.7 Mn). This figure breaks down as follows:

  • +€710.6 Mn of recurring net result (+€472.0 Mn) (as a result of strong NRI growth with no rent discounts and recovery of activity);
  • -€109.6 Mn of non-recurring net result27 (-€892.7 Mn) mainly due to negative valuation movements, partially offset by positive mark-to-market of financial instruments and capital gains on disposals.

The Adjusted Recurring Earnings28 reflect a profit of €686.7 Mn.

The average number of shares outstanding was 138,666,999 (138,495,491). The increase is mainly due to the issuance of performance shares in 2021 and H2-2022. The number of shares outstanding as at June 30, 2022 was 138,767,088.

EPRA Recurring Earnings per Share (REPS) came to €5.12 (€3.41), an increase of +50.4%.

Adjusted Recurring Earnings per Share (AREPS)28 came to €4.95 (€3.24), an increase of +53.1% due mainly to the strong NRI growth for retail and recovery of the C&E activity. Rebasing both periods for the COVID-19 rent relief, the AREPS would have increased by +18.1%.

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, 2022, and the comparisons relate to the same period in 2021.

Cash flow from operating activities

The total cash flow from operating activities increased to +€1,127.7 Mn (+€751.7 Mn) reflecting the increase of retail NRI and of C&E net operating income, as well as higher Dividend income and result from companies accounted for using the equity method or non-consolidated; it also reflects an improvement in working capital with higher rent collection.

Cash flow from investment activities

The cash flow from investment activities was +€88.7 Mn (+€439.4 Mn) reflecting a decrease in Disposal of shares or Disposal of investment properties (+€586.5 Mn in total in H1-2022 vs. +€1,112.4 Mn in H1-2021).

Cash flow from financing activities

The net cash outflow from financing activities during the first half of the year amounted to -€1,317.4 Mn (-€631.9 Mn) reflecting a decrease in new borrowings completed in H1-2022, due to limited funding needs and less appealing market conditions.

27 Include 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.

28 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

Further to the agreement entered into on March 29, 2022, URW completed on July 1, 2022, the sale of Gera Arcaden for an agreed Net Disposal Price ("NDP") of €116 Mn (at 100%, URW share 51%), which represents a premium to the last appraisal value. URW will continue the asset and property management of the centre through its German third-party asset management business.

On July 7, 2022, URW closed the disposal of Almere Centrum, announced on June 14, 2022, to a group of private investors led by the UMB Group for a NDP of €155 Mn, in line with the last appraisal value.

On July 13, 2022, URW signed and closed the sale of Carré Sénart Shopping Parc to a French institutional investor for an agreed NDP of €120 Mn, above last appraisal value.

On July 15, 2022, URW's partner in Aupark exercised its call option for the acquisition of an additional 27% stake.

On July 21, 2022, URW signed an agreement with a real estate company for the sale of Villeneuve 2, in France. The transaction is expected to complete in September 2022, subject to standard closing conditions.

VIII. OUTLOOK

Based on the operational recovery achieved in H1-2022 notwithstanding a challenging macro-economic environment, the one-offs received during the period, and hedging which will limit the increase in URW's financial expenses, the Group increases its 2022 AREPS guidance from €8.20 - €8.40 to at least €8.90.

Tenant sales exceeding 2019 levels, significant leasing demand for shopping centres and offices, and the recovery of C&E activity, all demonstrate the appeal of the Group's assets.

Given the current macro-economic environment, this updated guidance does not fully reflect the earlier than expected sales recovery experienced in Q2-2022 for Continental Europe and current level of US sales, or further improvements in rent collection. The Group also assumes no major COVID-19 or energy-related restrictions, nor major disruption to the macroeconomic environment.

2. INVESTMENTS AND DIVESTMENTS

In the period to June 30, 2022, URW invested €350.3 Mn29 (Group share) in capital expenditure in assets and on construction, extension and refurbishment projects, compared to €451.9 Mn in H1-2021, a decrease mainly due to the measures taken to reduce capital expenditures in the context of COVID-19.

1. Total capital expenditures

The total investments break down as follows:

Proportionate
in € Mn H1-2022 H1-2021 2021
100% Group share 100% Group share 100% Group share
Shopping Centres 264.4 248.0 349.0 329.8 738.0 698.9
Offices & Others 96.5 96.5 116.9 116.9 230.8 230.8
Convention & Exhibition 11.4 5.9 10.1 5.3 27.4 17.1
Total Capital Expenditure 372.2 350.3 476.0 451.9 996.2 946.8

Figures may not add up due to rounding.

2. Shopping Centres

URW invested €248.0 Mn30 in its Shopping Centre portfolio:

  • Acquisitions amounted to €0.2 Mn;
  • €128.5 Mn was invested in construction, extension and refurbishment projects, including mainly: Les Ateliers Gaîté, Westfield Topanga and Garbera redevelopments and extensions and Westfield Hamburg (see "Development projects");
  • €65.6 Mn was invested in enhancement and improvement projects on standing assets, including mainly Westfield La Part-Dieu, Westfield Mall of the Netherlands and Westfield London;
  • Replacement Capex amounted to €21.4 Mn;
  • Financial interest, eviction costs, external letting fees and other costs were capitalised for €17.6 Mn, €3.9 Mn, €5.5 Mn and €5.3 Mn, respectively.

3. Offices & Others

URW invested €96.5 Mn in its Offices & Others portfolio:

  • Acquisitions amounted to €0.5 Mn;
  • €73.9 Mn was invested in construction and refurbishment projects, mainly in the UK (Cherry Park Residential), Germany (Westfield Hamburg offices and hotels) and France (Gaîté office) (see also section "Development projects");
  • €10.0 Mn was invested in enhancement and improvement projects on standing assets, mainly in France;
  • Replacement Capex amounted to €1.0 Mn;
  • Financial interest and other costs capitalised amounted to €11.1 Mn.

4. Convention & Exhibition

URW invested €5.9 Mn in its Convention & Exhibition portfolio:

  • €1.2 Mn was invested in construction works at Porte de Versailles;
  • €3.1 Mn was invested in enhancement and improvement projects on standing assets, mainly in Porte de Versailles;
  • Replacement Capex amounted to €1.4 Mn;
  • Financial interest and other costs capitalised amounted to €0.2 Mn.

29 On a proportionate basis, Group share.

30 Amount capitalised in asset value.

5. Disposals

In H1-2022, URW progressed with its deleveraging and portfolio streamlining objectives.

The European disposals that were closed during the period include:

  • Solna Centrum in Stockholm for an agreed Total Acquisition Cost of €272 Mn;
  • 2 residential buildings at Westfield Hamburg; and
  • A 45% stake in Westfield Carré Sénart for an implied offer price of c. €1.0 Bn (at 100%).

In addition, the Group signed agreements for the disposal of:

  • Gera Arcaden in Germany, which was cashed-in on June 30 and completed on July 1, 2022;
  • Almere Centrum in The Netherlands, which was completed on July 7 and cashed-in on July 11, 2022;
  • Carré Sénart Shopping Parc in France, which was signed, closed and cashed-in on July 13, 2022;
  • An additional 27% stake in Aupark, with a call option exercised on July 15 and expected to complete in August 2022;
  • Villeneuve 2 in France, which is expected to complete in September 2022.

In total including these deals, disposals completed or signed for European assets in 2022 amounted to €1.2 Bn, at an average NIY of 5.5% and with an average premium to last unaffected book value of +2.9%.

Upon the closing of these transactions, URW will have completed €3.2 Bn (including €1.7 Bn for the Shopping Centres and €1.4 Bn for the Offices & Others) of its €4.0 Bn European disposal programme, representing 80%, at an average NIY of 4.9% (including 5.4% for the Shopping Centres and 3.9% for the Offices & Others), a premium to the last unaffected appraisal of +5.1% (including +1.5% for the Shopping Centres and +12.3% for the Offices & Others).

The Group will continue the asset and property management for several of those assets, including Westfield Carré Sénart, Gera Arcaden and Carré Sénart Shopping Parc, allowing URW to charge management fees and consequently increase the return on investment for those assets.

A number of disposal processes are ongoing across Europe as part of the Group deleveraging programme.

The Group also continued efforts to streamline its US portfolio:

  • URW completed the disposal of the Promenade development parcel in the San Fernando Valley of Los Angeles for a sale price of \$150 Mn (at 100%, URW share 55%), which reflected a +60% premium to the latest appraisal.
  • The company is in active discussions on other regional assets;

As at June 30, 2022, URW's share of the Total Investment Cost ("TIC"31 and "URW TIC"32) of its development project pipeline amounted to €3.3 Bn33 , corresponding to a total of 0.6 million sqm of Gross Lettable Area ("GLA"34) to be re-developed or added to the Group's standing assets.

1. Pipeline variations since December 31, 2021

The development pipeline has remained overall stable compared to December 31, 2021 (+€50 Mn), at €3.3 Bn. In €Bn

1.1. Projects delivered in H1-2022

Since December 31, 2021, the Group has delivered 2 projects representing a URW TIC of €0.2 Bn and a total GLA of 29,939 sqm, comprised of:

  • The 16,838 sqm reconfiguration of the previous Sears box at Westfield Topanga. The extension includes an AMC Cinema that opened in June 2022, with tickets and food sales exceeding expectations, new-to-market restaurants and a food hall will open in the course of Q4-2022 while luxury and specialty retail will open in 2023;
  • The 13,101 sqm Gaîté Montparnasse Office project. The office was delivered to Wojo, a provider of coworking spaces, in May 2022. This delivery is part of the Gaîté Montparnasse mixed-use complex, located in 14th district of Paris, which includes a hotel (delivered in H2-2021, operated by Accor under Pullman brand), a shopping centre and 62 housing units (not part of URW's scope) to be delivered in H2-2022.

The average letting35 of these deliveries stands at 88% as at June 30, 2022.

31 100% 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.

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

33 This includes the Group's share of projects fully consolidated, and projects accounted for using the equity method, excluding Viparis projects and commitments on the roads for the Westfield Milano project.

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

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

1.2. Project changes

Since December 31, 2021, there have been changes in the delivery dates of various projects and related URW TIC, notably due to supply chain disruptions and labour shortages as a consequence of the crisis in Ukraine and the lockdowns in China. This significantly impacted the availability and prices of construction materials and works, causing the TIC to increase.

The 10,285 sqm House of Fraser repurposing project at Westfield London was also added to the Controlled Projects, following the signing of the lease agreement with The Ministry, which will operate a co-working and hospitality venue in the former department store, including a health club, podcast studio, event spaces, rooftop restaurant and bar. The TIC is expected to be €60 Mn with an estimated Yield on Cost of circa 6%, and an opening date in H1-2024.

2. Pipeline projects as at June 30, 2022

2.1 Summary of pipeline projects

Development Projects (1) Business Country Type URW
Ownership
100% GLA
(sqm)
100%
TIC
(€Mn)
URW
TIC
(€Mn)
URW
Cost to
Date
(€Mn)
Yield
on
Cost (2)
Opening
date (3)
Project
Valuation
LES ATELIERS GAITE (4) Shopping Centres France Redevelopment / Extension 100% 33,700 sqm 230 H2-2022 Fair value
GARBERA EXTENSION(6) Shopping Centres Spain Extension / Renovation 100% 19,628 sqm 130 H1-2023 Fair value
WESTFIELD HAMBURG - RETAIL Shopping Centres Germany Greenfield / Brownfield 100% 95,279 sqm 910 H1-2024 At cost
WESTFIELD HAMBURG - OTHERS Offices & Others Germany Greenfield / Brownfield 100% 76,879 sqm 590 H1-2024 At cost
CHERRY PARK RESIDENTIAL Offices & Others UK Greenfield / Brownfield 25% 87,440 sqm 810 H1-2024 Fair value
LIGHTWELL Offices & Others France Redevelopment / Extension 100% 34,587 sqm 140 H2-2024 Fair value
TRIANGLE Offices & Others France Greenfield / Brownfield 30% 91,179 sqm 660 H1-2026 At cost
Others 34,076 sqm 150
Total Committed Projects 2,510 1.270 5.0%
SISTERS Offices & Others France Greenfield / Brownfield 100% 90,434 sqm 710 Post 2026 At cost
Others 12,318 sqm 110
Total Controlled Projects 780 90
URW TOTAL PIPELINE 3.290 1,360

(1) Figures subject to change according to the maturity of projects.

  • (2) URW share of the expected stabilised Net Rental Income divided by the URW TIC increased by rent incentives (step rents and rentfree periods), and for redevelopment projects only, the Gross Market Value of the standing assets at the launch of the project.
  • (3) In the case of staged phases in a project, the date corresponds to the opening date of the main phase.
  • (4) Formerly named Gaîté Montparnasse Retail.
  • (5) Including Extension Phase 1 opened on November 24, 2021.

The URW Yield on Cost has reduced from 5.5% as at December 31, 2021, to 5.0% as at June 30, 2022, due to the change of scope (deliveries completed and Lightwell project added) and the cost increase resulting from the inflation and supply chain disruption, with no increase of rents incorporated yet.

Compared to December 31, 2021, the Committed pipeline now includes the 34,587 sqm Lightwell office regeneration project in La Défense, following the successful pre-letting of 80% of the building to Arkema, for a 9-year firm duration and the signing of a general construction contract securing 85% of the construction cost of the project. Lightwell represents an exemplary environmental project, regenerating an existing building while preserving two-thirds of the existing structure and incorporating eco-friendly and recycled construction materials. More than 85% of the physical waste created will be reused or recycled.

The TIC of the Westfield Hamburg project increased by circa €200 Mn due to rising cost of new tranches of procurement signed or expected to be signed. 73% of the costs of construction on this project have been signed to date on the retail / office scope36 to be delivered by 2024. The Westfield Hamburg retail project is now 61% pre-let and 29% of the office buildings to be delivered in 2024 are pre-let to Shell which lease has been signed in H1-2022.

50% of the URW TIC Committed pipeline was spent as at June 30, 2022, representing a total URW cost to date of €1,270 Mn, of which €870 Mn relates to Retail projects and €400 Mn on Offices and Others. Of the €1,240 Mn still to be invested for Committed projects, €530 Mn has already been contracted. To mitigate the risk of cost inflation, the Group diversifies suppliers and source countries, for the supply of product and raw materials, to increase competitive tension and achieve the best possible pricing.

Only 12% of the URW TIC Controlled pipeline has been spent as at June 30, 2022, representing a total URW cost to date of €90 Mn, mainly relating to Offices and Other projects.

URW Development Pipeline Cost to Date per country (€1,360 Mn)

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

URW Development pipeline per type and business37

(1) Including Residential and Hotel units.

(2) URW TIC based on the sector of the asset

(3) GLA split based on the categorisation of the project

The Group has an increasing focus on mixed-use projects (notably including residential, offices & hotels) such as Gaîté Montparnasse, Cherry Park next to Westfield Stratford City and Westfield Hamburg. Westfield Hamburg encompassesretail, office, hotel and residential and now accounts for 46% of URW TIC.

Retail accounts for 28% of pipeline GLA (and 44% of TIC), of which 10% relates to dining and leisure extensions. 47% of the total development pipeline projects GLA relates to offices, 15% to residential, and 10% to hotels.

3. Deliveries expected in H2-2022 and pre-letting progress

3 projects are scheduled to be delivered in H2-2022, representing a URW TIC of €0.3 Bn, of which 87% has been spent already:

  • Les Ateliers Gaîté, a shopping centre with one of the largest food halls in Europe with 20 restaurants and bars (operated by Food Society), 62 housing units, a 40-child daycare centre, a library and an urban logistics centre, completing the Gaîté Montparnasse mixed-use project;
  • The "Rue de la Boucle" restructuring project at Westfield Forum des Halles completely renovating part of the -3 level, will welcome 23 retail and restaurant brands on more than 8,000 sqm;
  • Westfield Les 4 Temps Porte de Paris which transforms the centre's main plaza "La Clairière" into a fashion destination led by Zara, which was delivered as part of the first phase in H2-2021 and H&M which will open a 3,000 sqm store in December 2022.

The average pre-letting38 on those retail deliveries stands at 82%.

4. Investments in H1-2022

See section "Investments and divestments".

37 Figures may not add up due to rounding.

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

URW's NRV amounted to €163.40 per share as at June 30, 2022, an increase of +€3.80 per share (+2.4%) compared to the NRV as at December 31, 2021 (€159.60 per share).

The NRV includes €5.62 per share of goodwill not justified by the fee businesses or tax optimisations and which is mainly related to the Westfield acquisition. Net of this goodwill, the NRV would be €157.78 per share.

URW's NDV amounted to €152.90 per share as at June 30, 2022, an increase of +€42.60 per share (+38.6%) compared to the NDV as at December 31, 2021 (€110.30 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 proportionate39 basis as at June 30, 2022, and comparisons are with values as at December 31, 2021.

The total GMV of URW's portfolio40 amounted to €55.0 Bn (€54.5 Bn), an increase of +0.9%. On a like-for-like basis, the GMV decreased by -0.4% (or -€172 Mn).

Investment market retail and office

Total real estate investment volumes in Continental Europe41 were in line with the 10-year average levels with €91.5 Bn transacted in H1-2022 and -13% year on year. In the UK, total investment volumes41 amounted to €36.8 Bn in H1-2022, up +6% from €34.8 Bn compared to H1-2021.

Total retail investment volumes41 in Continental Europe were €11.9 Bn (up +17%), including shopping centre transactions accounting for 38% (€4.6 Bn) of this amount (vs. 29% in H1-2021, €3.0 Bn).

Total retail investment volumes41 in the UK were €3.8 Bn (stable compared to H1-2021), including shopping centre transactions accounting for 33% (€1.2 Bn) of this amount (vs. 13% in H1-2021).

US retail investment volumes saw a +73% year-on-year increase in May YTD, with total transactions reported by Real Capital Analytics of \$31.7 Bn. For shopping centres, the increase in deal volume year on year was +140% at \$21.4 Bn.

Total office investment volumes41 in Continental Europe were €28.1 Bn in H1-2022, -13% lower than in H1-2021. In Paris region, total investment volumes were €5.0 Bn in H1-2022, +5% higher than in H1-2021.

39 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.

40 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.

41 Source: Cushman & Wakefield, estimates as at July 7, 2022.

1.1. URW's portfolio

Asset portfolio valuation
(including transfer taxes) (a)
June 30, 2022 Like-for-like change net of
investment - H1-2022 (b)
Dec. 31, 2021
€ Mn % € Mn
%
€ Mn %
Shopping Centres 47,694 87% - 122 -0.3% 47,109 86%
Offices & Others 3,509 6% 49 2.5% 3,510 6%
Convention & Exhibition 2,665 5% - 8 -0.3% 2,655 5%
Services 1,115 2% - 92 -7.6% 1,199 2%
Total URW 54,981 100% - 172 -0.4% 54,473 100%

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 €1,255 Mn (€1,195 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 €1.0 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, 2022.

(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, 2022. Changes in scope consist mainly of the:

  • Disposal of Solna Centrum in Sweden;

  • Disposal of the Promenade development parcel in the US;

  • Disposal of residential buildings in Westfield Hamburg; and

  • Delivery of Westfield Topanga restructuring and the office project at Gaîté Montparnasse.

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

URW Valuation as at Dec. 31, 2021 (€ Mn) 54,473
Like-for-like revaluation - 172
Revaluation of non like-for-like assets - 275 (a)
Revaluation of shares 59 (b)
Capex / Acquisitions / Transfers 376
Disposals - 381 (c)
Constant Currency Effect 902 (d)
URW Valuation as at June 30, 2022 (€ Mn) 54,981

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 H1-2022 and assets at bid value (Gera Arcaden, Almere Centrum and 3 US Regional assets).

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

(c) Value as at December 31, 2021, of the assets disposed.

(d) Currency impact of +€902 Mn, including +€1,089 Mn in the US, partly offset by -€110 Mn in the Nordics and -€77 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, 2022 % of total
portfolio
June 30, 2022
% of total
portfolio
Dec. 31, 2021
Cushman & Wakefield France / Germany / Austria / Nordics / Spain / UK(a) / US 46.6% 46.2%
Jones Lang LaSalle France / Germany / Central Europe / The Netherlands 32.7% 32.5%
Kroll (Duff & Phelps) US 7.5% 7.8%
PwC(b) France 5.5% 7.8%
Other appraisers Central Europe / US 2.0% 1.9%
5.7% 3.7%
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.

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

94% of URW's portfolio was appraised by independent appraisers as at June 30, 2022.

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.

Les Ateliers Gaîté have been carried at fair value since December 31, 2019, the "Rue de la Boucle" project at Westfield Forum des Hallessince June 30, 2021, and the Garbera extension since December 31, 2021. The CNIT extension was assessed at fair value for the first time as at June 30, 2022.

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, 2022.

Refer to the table in the Section "Development projects as at June 30, 2022" for the valuation method used for each development project in the Group's pipeline.

The remaining assets of the portfolio (6%) 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: Westfield Hamburg, as well as most development projects included in the "Controlled" category (see Section "Development projects as at June 30, 2022" for more details);
  • Internal valuations were performed by URW as at June 30, 2022, for the services activities and for a few minor office assets in the US;
  • At bid value for assets subject to an agreement pursuant to which these will be disposed: mainly Gera Arcaden (closed on July 1), Almere Centrum (closed on July 7) and 3 US regional assets.

The total value of the IPUC amounted to €2.7 Bn, of which €1.5 Bn valued at fair value and €1.2 Bn valued at cost (76% of the value at cost was tested with an external valuation as at June 30, 2022).

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, 2022 Dec. 31, 2021
Cushman & Wakefield Shopping Centres/Offices & Others 18,140 18,021
Jones Lang LaSalle Shopping Centres/Offices & Others 17,957 17,727
PwC Shopping Centres/C&E 2,839 2,795
Other appraisers Shopping Centres 3,270 3,187
Impact of the assets valued by two appraisers Shopping Centres 2,542
-
2,339
-
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others 1,431 1,685
Total Europe 41,095 41,076
Cushman & Wakefield Shopping Centres/Offices & Others 7,458 6,955
Kroll (Duff & Phelps) Shopping Centres/Offices & Others 4,129 4,246
PwC Shopping Centres 204 263
Other appraisers Shopping Centres 393 390
Internal valuation Shopping Centres/Offices & Others 56 46
Assets valued at cost and/or not appraised Shopping Centres/Offices & Others 531 297
Total US 12,772 12,198
Services 1,115 1,199
Total URW 54,981 54,473

1.2. Shopping Centre portfolio

The value of URW's Shopping Centre portfolio is the 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 assets 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 €47,694 Mn (€47,109 Mn).

URW Valuation as at Dec. 31, 2021 (€ Mn) 47,109
Like-for-like revaluation - 122
Revaluation of non like-for-like assets - 292
Revaluation of shares 55
Capex / Acquisitions / Transfers 282
Disposals - 232
Constant Currency Effect 893
URW Valuation as at June 30, 2022 (€ Mn) 47,694

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 increased by +8 bps, remaining stable at 4.6%, after rounding.

The NRI next 12 months increased by +3.4% compared to December 31, 2021, based on current occupancy level.

The Potential Yield including the leasing of vacant space at ERV increased by +5 bps, remaining stable at 5.1%, after rounding.

June 30, 2022 Dec. 31, 2021
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
France 13,872 13,363 4.4% 4.7% 13,673 13,178 4.4% 4.7%
Spain 3,647 3,565 5.0% 5.3% 3,585 3,504 4.9% 5.2%
Southern Europe 17,519 16,928 4.5% 4.8% 17,258 16,682 4.5% 4.8%
Central Europe 4,966 4,922 5.4% 5.6% 4,798 4,755 5.3% 5.5%
Austria 2,310 2,299 4.9% 5.0% 2,277 2,266 4.7% 4.9%
Germany 3,217 3,052 5.2% 5.5% 3,319 3,153 5.0% 5.3%
Central and Eastern Europe 10,493 10,273 5.2% 5.4% 10,393 10,174 5.0% 5.3%
Nordics 2,764 2,708 4.3% 4.8% 3,031 2,972 4.3% 4.7%
The Netherlands 1,851 1,710 5.0% 5.5% 1,820 1,682 5.1% 5.5%
Northern Europe 4,614 4,418 4.6% 5.1% 4,851 4,653 4.5% 5.0%
Subtotal Continental Europe 32,627 31,619 4.8% 5.0% 32,503 31,509 4.7% 5.0%
UK 2,501 2,371 5.3% 6.1% 2,594 2,462 5.3% 6.2%
Subtotal Europe 35,129 33,989 4.8% 5.1% 35,097 33,970 4.7% 5.1%
US 12,565 12,464 4.2% 5.1% 12,012 11,909 4.2% 5.1%
Total URW 47,694 46,453 4.6% 5.1% 47,109 45,879 4.6% 5.1%

Figures may not add up due to rounding. The following table shows the breakdown for the US Shopping Centre portfolio which was significantly impacted by a positive currency impact of +€1,054 Mn:

June 30, 2022 Dec. 31, 2021
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 (a) 10,914 10,815 3.8% 4.6% 10,392 10,291 3.7% 4.6%
Regionals US 1,651 1,648 6.8% 8.4% 1,620 1,618 6.7% 8.0%
Total US 12,565 12,464 4.2% 5.1% 12,012 11,909 4.2% 5.1%

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 €562 Mn as at June 30, 2022, and for a total amount of €601 Mn as at December 31, 2021. However, these activities are not part of the NIY computation.

In USD, the valuation including transfer taxes of the US Shopping Centre portfolio decreased by -4.1% from \$13,612 Mn to \$13,053 Mn.

The following table shows the bridge of the US Shopping Centre portfolio in USD from December 31, 2021, to June 30, 2022, with the split by category:

Total US Flagships US (a) Regionals US
URW Valuation as at Dec. 31, 2021 (\$ Mn) 13,612 11,770 1,843
Like-for-like revaluation 363
-
297
-
66
-
Revaluation of non like-for-like assets 162
-
125
-
37
-
Revaluation of shares 28
-
- 28
-
Capex / Acquisitions / Transfers 45 39 6
Disposals 53
-
51
-
1
-
URW Valuation as at June 30, 2022 (\$ Mn) 13,053 11,336 1,717

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 \$583 Mn as at June 30, 2022, and for a total amount of \$681 Mn as at December 31, 2021.

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 - 2,252 -5.1%
+25 bps in DR - 760 -1.7%
+10 bps in ECR - 646 -1.5%
-5% in appraisers' ERV - 1,631 -3.7%

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 -€122 Mn (-0.3%). This decrease was the result of a yield impact of -0.9% and a rent impact of +0.6%.

The like-for-like valuation was positive in Continental Europe at +0.8% after a decrease of -2.0% in 2021, including -0.3% in H2-2021. It was -1.4% in the UK after a decrease of -41.9% in the last 3 years, including -14.0% in 2021. It was negative -3.1% in the US after a decrease of -20.9% in the last 3 years, including -8.2% in 2021.

Shopping Centres - Like-for-like (LfL) change
H1-2022 LfL change in
€ Mn
LfL change in
%
LfL change -
Rent impact
LfL change -
Yield impact
France 80 0.6% 0.7% 0.0%
Spain 26 0.8% 3.3% -2.5%
Southern Europe 107 0.7% 1.3% -0.6%
Central Europe 117 3.0% 4.3% -1.3%
Austria 21 0.9% 3.8% -2.9%
Germany 30
-
-1.1% 2.7% -3.8%
Central and Eastern Europe 108 1.2% 3.7% -2.5%
Nordics 9 0.3% 3.3% -3.0%
The Netherlands 20 1.2% 2.5% -1.2%
Northern Europe 29 0.7% 3.0% -2.4%
Subtotal Continental Europe 244 0.8% 2.3% -1.5%
UK 34
-
-1.4% -1.8% 0.4%
Subtotal Europe 210 0.7% 2.0% -1.3%
US 332
-
-3.1% -3.4% 0.3%
Total URW 122
-
-0.3% 0.6% -0.9%

Figures may not add up due to rounding.

The 53 Flagship shopping centres represent 91% 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
H1-2022 LfL change in
€ Mn
LfL change in % LfL change -
Rent impact
LfL change -
Yield impact
Flagships Continental Europe 250 0.9% 2.4% -1.5%
Flagships UK 33
-
-1.3% -1.6% 0.2%
Subtotal European Flagships 217 0.7% 2.0% -1.2%
Flagships US 272
-
-2.8% -3.8% 1.0%
Subtotal Flagships 54
-
-0.1% 0.6% -0.8%
Regionals Europe 7
-
-0.4% 1.6% -2.0%
Regionals US 60
-
-5.3% -1.5% -3.8%
Subtotal Regionals 67
-
-2.2% 0.3% -2.5%
Total URW 122
-
-0.3% 0.6% -0.9%

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, after accounting for works, capitalised financial expenses and eviction costs, decreased by -€292 Mn (-7.8%), mainly due to the depreciation on projects (including Westfield Hamburg and Westfield Milano), the Airport business and the Westfield Trademark, partly offset by positive revaluation of CNIT extension.

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 €3,509 Mn (€3,510 Mn).

URW Valuation as at Dec. 31, 2021 (€ Mn) 3,510
Like-for-like revaluation 49
Revaluation of non like-for-like assets 13
Revaluation of shares 5
Capex / Acquisitions / Transfers 80
Disposals 149
-
Constant Currency Effect 1
URW Valuation as at June 30, 2022 (€ Mn) 3,509

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
June 30, 2022 Dec. 31, 2021
(including transfer taxes) € Mn % € Mn %
France 2,197 63% 2,097 60%
Other countries 516 15% 668 19%
Subtotal Continental Europe 2,714 77% 2,765 79%
UK 588 17% 559 16%
Subtotal Europe 3,302 94% 3,324 95%
US 207 6% 186 5%
Total URW 3,509 100% 3,510 100%

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 decreased by -25 bps to 4.7%, thanks to the delivery of Gaîté Montparnasse Office fully let to Wojo and the leasing progress on Trinity.

June 30, 2022 Dec. 31, 2021
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 1,560 1,512 4.4% 1,416 1,370 4.7%
Other countries 216 210 6.4% 296 289 6.0%
Subtotal Continental Europe 1,776 1,722 4.7% 1,711 1,659 5.0%
UK 82 78 n.m. 81 76 n.m.
Subtotal Europe 1,858 1,799 4.7% 1,792 1,735 5.0%
US 69 67 4.5% 66 63 3.8%
Total URW 1,927 1,866 4.7% 1,858 1,799 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 - 147 -6.4%

Like-for-like analysis

The value of URW's Offices & Others portfolio, after accounting for the impact of works and capitalised financial expenses, increased by +€49 Mn (+2.5%) on a like-for-like basis, due to a rent impact of +1.6% and a yield impact of +0.9%. This increase was mainly due to the increase in value of the Trinity office building in France which is currently 74% let.

Offices & Others - Like-for-like (LfL) change
H1-2022 LfL change in
€ Mn
LfL change in
%
LfL change -
Rent impact
LfL change -
Yield impact
France 41 2.9% 0.2% 2.7%
Other countries 7 2.9% 6.3% -3.5%
Subtotal Continental Europe 4 8 2.9% 1.3% 1.6%
UK 3 3.7% 0.0% 3.7%
Subtotal Europe 5 1 2.9% 1.3% 1.6%
US -3 -1.6% 4.3% -5.9%
Total URW 4 9 2.5% 1.6% 0.9%

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 (€195 Mn).

Evolution of the Convention & Exhibition valuation

The value of URW's Convention & Exhibition venues, including transfer taxes and transaction costs, amounted to €2,665 Mn (€2,655 Mn).

URW Valuation as at Dec. 31, 2021 (€ Mn) 2,655 (a)
Like-for-like revaluation 8
-
Revaluation of non like-for-like assets 4
Capex / Acquisitions / Transfers 14
URW Valuation as at June 30, 2022 (€ Mn) 2,665 (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 €2,549 Mn as at December 31, 2021, and €2,567 Mn as at June 30, 2022.

On a like-for-like basis, net of investments, the value of Convention & Exhibition venues decreased by -€8 Mn (-0.3%). 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, 2022, 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 -€92 Mn (-7.6%) 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 US following the delivery of various projects and the disposal of the Promenade parcel.

URW Valuation as at Dec. 31, 2021 (€ Mn) 1,199
Like-for-like revaluation 92
-
Constant Currency Effect 7
URW Valuation as at June 30, 2022 (€ Mn) 1,115

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, 2022
€ Mn % € Mn % € Mn %
Shopping Centres 47,694 87% 45,693 87% 40,665 88%
Offices & Others 3,509 6% 3,240 6% 3,206 7%
Convention & Exhibition 2,665 5% 2,666 5% 1,382 3%
Services 1,115 2% 1,115 2% 1,046 2%
Total URW 54,981 100% 52,714 100% 46,300 100%
URW Asset portfolio valuation -
Dec. 31, 2021
€ Mn % € Mn % € Mn %
Shopping Centres 47,109 86% 45,099 86% 40,519 88%
Offices & Others 3,510 6% 3,269 6% 3,236 7%
Convention & Exhibition 2,655 5% 2,656 5% 1,381 3%
Services 1,199 2% 1,199 2% 1,124 2%
Total URW 54,473 100% 52,223 100% 46,259 100%
URW Like-for-like change - net of
Investments - H1-2022
€ Mn % € Mn % € Mn %
Shopping Centres 122
-
-0.3% 26 0.1% 17 0.1%
Offices & Others 49 2.5% 53 2.9% 53 2.9%
Convention & Exhibition 8
-
-0.3% 8
-
-0.3% 8
-
-0.6%
Services 92
-
-7.6% 92
-
-7.6% 85
-
-7.5%
Total URW 172
-
-0.4% 21
-
-0.1% 22
-
-0.1%
URW Like-for-like change - net of
Investments - H1-2022 - Split
rent/yield impact
Rent impact % Yield impact % Rent impact % Yield impact % Rent impact % Yield impact %
Shopping Centres 0.6% -0.9% 1.3% -1.2% 1.3% -1.3%
Offices & Others 1.6% 0.9% 1.0% 1.9% 0.9% 2.0%
URW Net Initial Yield June 30, 2022 Dec. 31, 2021 June 30, 2022 Dec. 31, 2021 June 30, 2022 Dec. 31, 2021
Shopping Centres (a) 4.6% 4.6% 4.7% 4.6% 4.7% 4.6%
Offices & Others - occupied space (b) 4.7% 4.9% 4.7% 4.9% 4.7% 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, 2022
€Mn
Asset portfolio
valuation (including
transfer taxes)
Total URW on a proportionate basis 54,981
(-) Assets joint-controlled on a proportionate basis 9,695
-
(+) Share investments in assets joint-controlled 7,427
Total URW under IFRS 52,714

1.7. Additional Valuation parameters - IFRS 13

URW complies with the IFRS 13 fair value measurement and the position paper42 on IFRS 13 established by EPRA, the representative body of the publicly listed real estate industry in Europe.

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 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, 2022
Net Initial
Yield
Rent in €
per sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
Max 7.1% 872 9.5% 12.1% 15.0%
France Min 3.4% 165 5.9% 4.0% 3.0%
Weighted average 4.4% 566 6.2% 4.4% 4.3%
Max 8.3% 541 12.5% 8.0% 4.1%
Spain Min 4.6% 125 7.2% 4.5% 2.3%
Weighted average 5.0% 372 7.7% 4.8% 3.1%
Max 7.9% 641 8.9% 8.6% 2.7%
Central Europe Min 4.9% 131 6.9% 5.0% 1.9%
Weighted average 5.4% 407 7.4% 5.3% 2.4%
Max 5.1% 420 6.5% 4.4% 2.7%
Austria Min 4.7% 344 6.4% 4.4% 2.3%
Weighted average 4.9% 381 6.4% 4.4% 2.5%
Max 7.0% 483 8.8% 6.8% 3.9%
Germany Min 4.5% 160 6.3% 4.4% 2.7%
Weighted average 5.2% 292 6.8% 4.9% 3.2%
Max 5.4% 435 7.6% 5.2% 5.9%
Nordics Min 3.7% 274 6.5% 4.3% 3.9%
Weighted average 4.3% 367 6.7% 4.5% 4.3%
Max 6.4% 357 7.4% 6.4% 4.3%
The Netherlands Min 4.3% 268 5.6% 4.5% 3.3%
Weighted average 5.0% 336 6.2% 5.2% 4.0%
Max 5.6% 589 7.8% 6.5% 3.5%
UK Min 5.1% 520 7.5% 6.3% 2.7%
Weighted average 5.3% 550 7.6% 6.4% 3.1%
Max 8.6% 1,632 9.8% 8.0% 8.3%
US Min 2.9% 340 6.0% 4.3% 0.2%
Weighted average 4.2% 671 6.8% 5.0% 4.4%

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).

42 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, 2022
Net Initial
Yield
Rent in €
per sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
US Flagships Max 7.4% 1,632 8.8% 7.0% 8.3%
Min 2.9% 383 6.0% 4.3% 1.5%
Weighted average 3.8% 775 6.5% 4.7% 4.7%
US Regionals Max 8.6% 622 9.8% 8.0% 7.7%
Min 4.8% 340 7.3% 5.8% 0.2%
Weighted average 6.8% 411 8.7% 6.8% 2.8%

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 CAGR of NRI in tables above is based on 2022 NRI and includes a CAGR of indexation of 2.1% for Continental Europe (vs. 1.9% in December 2021 valuations). Compared to 2019, the average CAGR of NRI assumed by appraisers is stable at 2.2% compared to December 2021 valuations, despite increasing inflation.

CAGR of NRI
determined by the
appraiser in the DCF
CAGR of NRI - Starting from Dec. 31, 2019
Shopping Centres Valuations as at
June 30, 2022
Valuations as at
June 30, 2022
Valuations as at Dec.
31, 2021
Valuations as at Dec.
31, 2019
France 4.3% 2.8% 2.8% 3.7%
Spain 3.1% 2.0% 1.9% 3.1%
Central Europe 2.4% 2.1% 1.8% 2.5%
Austria 2.5% 1.7%
1.7%
2.5%
Germany 3.2% 1.9% 2.0% 2.8%
Nordics 4.3% 2.6% 2.6% 3.4%
The Netherlands 4.0% 4.5% 4.1% 3.2%
UK 3.1% 0.8% 0.8% 3.0%
US Flagships 4.7% 2.3% 2.6% 4.2%
US Regionals 2.7% 0.5% 1.0% 3.6%
Average URW 3.7% 2.2% 2.2% 3.4%

The NRI of the exit year used by appraisers in June 2022 valuations increased in Continental Europe (+1.6%) compared to the exit year NRI of the December 2021 valuations, incorporating part of the inflation evolution seen in H1. It slightly decreased in the US (-0.4%) and in the UK (-0.4%), despite recovery of the activity.

2. EPRA Net Asset Value metrics calculation

The EPRA measures43 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, 2022, the Equity attributable to the holders of the Stapled Shares (which excludes both the Hybrid securities and the External non-controlling interests) came to €17,929 Mn.

The Equity attributable to the holders of the Stapled Shares incorporated the net recurring profit in the period of €711 Mn and the net negative impact in the period of -€110 Mn as a result of negative valuation movements, partially offset by the positive mark-to-market of financial instruments and capital gain on disposals.

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, 2022.

As a result, and consistent with the EPRA methodology, for the purpose of the EPRA NRV calculation, deferred taxes (€1,844 Mn) were added back for the calculation of EPRA NRV, and for the calculation of the EPRA NTA. For the EPRA NTA calculation, -€922 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 €424 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, 2022, 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 -€903 Mn was deducted from the EPRA NTA and EPRA NDV (net of the goodwill resulting from deferred taxes already deducted).

43 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 -€863 Mn were 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 +€4,486 Mn as at June 30, 2022. 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 +€1,046 Mn, which was added only for the purpose of the EPRA NRV calculation.

2.10. Real estate transfer tax

As at June 30, 2022, the transfer taxes and costs deducted from asset values in the statement of financial position (in accordance with IFRS) amounted to €1,728 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, 2022, 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 +€456 Mn.

2.11. Fully diluted number of shares

Dilution from securities giving access to share capital as at June 30, 2022 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, 2022 would have led to a rise in the number of shares by +744,739, 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, 2022, the fully-diluted number of shares taken into account for the EPRA measures calculations was 139,511,827.

2.12. URW's EPRA NRV

URW's EPRA NRV stood at €22,794 Mn or €163.40 per share (fully-diluted) as at June 30, 2022. The EPRA NRV per share increased by +€3.80 (or +2.4%) compared to December 31, 2021.

The increase of +€3.80 compared to December 31, 2021 was the sum of: (i) +€6.75 per share of changes in Equity attributable to the holders of the Stapled Shares representing the sum of: (a) -€1.83 per share representing the revaluation of investment properties, the impairment of goodwill and intangible assets and the capital gains on disposals, (b) the Recurring Earnings Per Share of +€4.95, and (c) other effects of +€3.63 per share (mainly related to a positive FX impact of +€2.99 per share); and (ii) -€2.95 per share of changes due to NAV adjustments representing the sum of: (a) -€2.06 per share of impact of fair value of financial instruments adjustment, (b) -€0.43 of impact from intangible assets, (c) -€0.16 per share of impact of deferred taxes on Balance sheet, and (d) -€0.30 per share of other effects.

2.13. URW's EPRA NTA

URW's EPRA NTA stood at €17,789 Mn or €127.50 per share (fully-diluted) as at June 30, 2022. The EPRA NTA per share increased by +€4.30 (or +3.5%) compared to December 31, 2021.

The increase of +€4.30 compared to December 31, 2021 was the sum of: (i) +€6.75 per share of changes in Equity attributable to the holders of the Stapled Shares representing the sum of: (a) -€1.83 per share representing the revaluation of investment properties, the impairment of goodwill and intangible assets and the capital gains on disposals, (b) the Recurring Earnings Per Share of +€4.95, and (c) other effects of +€3.63 per share (mainly related to a positive FX impact of +€2.99 per share); and (ii) -€2.45 per share of changes due to NAV adjustments representing the sum of: (a) -€2.06 per share of impact of fair value of financial instruments adjustment, (b) -€0.13 of impact from intangible assets, (c) -€0.08 per share of impact of deferred taxes on Balance sheet and effective deferred taxes, and (d) -€0.18 per share of other effects.

2.14. URW's EPRA NDV

URW's EPRA NDV stood at €21,335 Mn or €152.90 per share (fully-diluted) as at June 30, 2022. The EPRA NDV per share increased by +€42.60 (or +38.6%) compared to December 31, 2021.

The increase of +€42.60 compared to December 31, 2021 was the sum of: (i) +€6.75 per share of changes in Equity attributable to the holders of the Stapled Shares representing the sum of: (a) -€1.83 per share representing the revaluation of investment properties, the impairment of goodwill and intangible assets and the capital gains on disposals, (b) the Recurring Earnings Per Share of +€4.95, and (c) other effects of +€3.63 per share (mainly related to a positive FX impact of +€2.99 per share); and (ii) +€35.85 per share of changes due to NAV adjustments representing the sum of: (a) +€35.83 per share of impact of fair value adjustment of fixed interest rate debt, and (b) +€0.02 per share of other effects.

3. EPRA Net Asset Value metrics table

June 30, 2022
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 17,929 17,929 17,929
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 17,929 17,929 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 17,929 17,929 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 1,844 1,844 -
v.b) Effective deferred taxes on capital gains - 922
-
-
vi) Fair value of financial instruments 424 424 -
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 - 863
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,486
x) Revaluation of intangibles to fair value 1,046 - -
xi) Real estate transfer tax(6) 1,728 456 -
NAV 22,794 17,789 21,335
Fully diluted number of shares 139,511,827 139,511,827 139,511,827
NAV per share €163.40 €127.50 €152.90

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, 2021
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 16,927 16,927 16,927
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 16,927 16,927 16,927
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 16,927 16,927 16,927
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,866 1,866 -
v.b) Effective deferred taxes on capital gains - 933
-
-
vi) Fair value of financial instruments 711 711 -
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 - 845
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 513
-
x) Revaluation of intangibles to fair value 1,105 - -
xi) Real estate transfer tax(6) 1,753 475 -
NAV 22,186 17,122 15,335
Fully diluted number of shares 139,013,166 139,013,166 139,013,166
NAV per share €159.60 €123.20 €110.30

(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, 2022 Dec. 31, 2021 June 30, 2021
Equity attributable to the holders of the Stapled Shares (IFRS) 17,929 16,927 17,223
Include / Exclude*:
i) Hybrid instruments - - 36
Diluted NAV 17,929 16,927 17,259
Include*:
ii.a) Revaluation of IP (if IAS 40 cost option is used) 0 0 86
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 17,929 16,927 17,345
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,844 1,866 1,900
v.b) Effective deferred taxes on capital gains - - -
vi) Fair value of financial instruments 424 711 692
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 1,046 1,105 1,106
xi) Real estate transfer tax(6) 1,728 1,753 1,800
EPRA NRV 22,794 22,186 22,667
Fully diluted number of shares 139,511,827 139,013,166 139,559,639
EPRA NRV per share €163.40 €159.60 €162.40
% of change over six months 2.4% -1.7% -2.6%
% of change over one year 0.6% -4.3% -17.6%

(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 December 31, 2021, per share €159.60 €123.20 €110.30
Recurring Net Result 4.95 4.95 4.95
Revaluation of Investment Properties *
Shopping Centres
2.47
-
Offices & Others
0.41
Convention & Exhibition
0.05
-
2.11
-
2.11
-
2.11
-
Depreciation or impairment of intangibles
Impairment of goodwill
Capital gain on disposals
Subtotal revaluations, impairments and capital gain on disposals
0.01
-
0.26
1.83
-
0.01
-
0.26
1.83
-
0.01
-
0.26
1.83
-
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
1.14
0.07
-
0.02
-
1.05
1.14
0.07
-
0.02
-
1.05
1.14
0.07
-
0.02
-
1.05
Distribution - - -
Other changes in Equity attributable to the holders of the Stapled Shares 2.58 2.58 2.58
Total changes in Equity attributable to the holders of the Stapled Shares 6.75 6.75 6.75
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 0.16
-
0.08
-
-
Impact of fair value of financial instruments adjustment 2.06
-
2.06
-
-
Impact of impairment or changes in goodwill as per the IFRS balance sheet - - -
Impact of real estate transfer tax 0.18
-
0.13
-
-
Impact from intangible assets 0.43
-
0.13
-
-
Impact of fair value adjustment of fixed interest rate debt - - 35.83
Impact of change in the number of fully diluted Stapled Shares 0.12
-
0.05
-
0.02
Total changes due to NAV adjustments 2.95
-
2.45
-
35.85
As at June 30, 2022, per share (fully diluted) €163.40 €127.50 €152.90

(*) Revaluation of property assets is -€0.65 per share on a like-for-like basis, of which -€2.48 due to the yield effect and +€1.82 due to the rent effect.

5. FINANCIAL RESOURCES 44

In H1-2022, interest rates increased significantly with increasing inflation exacerbated by the consequences of the war in Ukraine and Central Banks's monetary policy tightening.

Credit markets have been impacted negatively by the end of Central Banks' support, the rates and volatility increase, as well as by fears of recession. This backdrop led to a decrease in bond issuance volumes and an increase in the cost of funding for corporate issuers.

During this period, URW raised €377.5 Mn (€727.5 Mn on a proportionate basis) of medium to long-term funds in the bank market, including credit facility renewals.

As at June 30, 2022, the Group had €12.0 Bn of cash on hand and undrawn credit lines (€12.3 Bn on a proportionate basis).

As at June 30, 2022:

  • The Interest Coverage Ratio ("ICR") was 4.5x (3.3 x);
  • The Funds From Operations (FFO) to Net Financial Debt Ratio ("FFO/NFD") was 7.5% (5.0%);
  • 45 The Loan-to-Value ("LTV") ratio was 42.0%46 (43.3%);
  • 47 The Net debt/EBITDA ratio was 11.0x (13.7x).

The average cost of debt for the period was 2.0% (2.0%), representing the blended average cost of 1.5% for Euro and SEK denominated debt and 3.8% for USD and GBP denominated debt.

44 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 1, 3 and 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, 2021.

45 Net financial 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 (43.4% excluding transfer taxes).

46 Excluding €960 Mn of goodwill not justified by fee business as per the Group's European bank debt leverage covenants (€1,031 Mn on a proportionate basis).

47 On last 12-months basis.

1. Debt structure as at June 30, 2022 48

The Group's net debt49 both on an IFRS basis (€22,125 Mn) and on a proportionate basis50 (€24,054 Mn) continued to decrease in H1-2022, primarily as a result of:

  • the completion of disposals, mainly of Solna Centrum and 45% stake in Westfield Carré Sénart;
  • retained cashflow over the period;

partly offset by:

  • capital expenditure spent over the period;
  • foreign exchange evolution on the debt raised in USD and GBP (impact of €321 Mn) 51 52 .

Pro-forma for the receipt of the proceeds from the disposal of Gera Arcaden53 , Almere Centrum, Carré Sénart Shopping Parc, Villeneuve 2 and of an additional stake of 27% in Aupark, the net financial debt would decrease to €21,561 Mn (and €23,427 Mn on a proportionate basis).

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 ratings54 .

48 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 hybrid securities are available at:

https://images-urw.azureedge.net/-/media/Corporate~o~Sites/Unibail-Rodamco-Corporate/Files/Homepage/INVESTORS/Financing-Activity/Bond-Issues/Prospectuses-Hybrid/20180423-2018-Prospectus-Hybrid_onlyEN.ashx?revision=035329ae-9e2d-4980-a5c7- 97b97e3f2fd1

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

50 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.

51 Based on following exchange rates as at June 30, 2022: EUR/USD 1.0387, EUR/GBP 0.8582 and EUR/SEK 10.730 vs. exchange rates as at December 31, 2021: EUR/USD 1.1326, EUR/GBP 0.8403 and EUR/SEK 10.2503.

52 On a proportionate basis: €408 Mn.

53 Gera Arcaden disposal's proceeds were cashed-in on June 30, 2022.

54 Barring exceptional circumstances (change of control).

1.1. Gross debt breakdown as at June 30, 202255

- Breakdown by financing sources

55 Figures may not add up due to rounding.

1.2. Funds Raised

Short to medium term paper:

URW accessed the money markets by issuing short-term paper.

The average outstanding amount of short-term paper56 in H1-2022 stood at €185 Mn, below the average amount in 2021 (€682 Mn) due to the high liquidity position in H1-2022.

Bank debt:

The Group signed during H1-2022:

  • A €75 Mn bilateral credit facility with an average maturity of 5 years.
  • A non-recourse mortgage loan, for a total amount of €302 Mn with a 7-year maturity in the context of the disposal of a 45% stake in Westfield Carré Sénart. This debt will be fully consolidated in URW's accounts57 .
  • A non-recourse mortgage loan to refinance a maturing mortgage loan on Westfield CentrO for an amount of €700 Mn with a 7-year maturity. This debt will be consolidated at share in the Group's proportionate accounts58 .

1.3. Debt maturity as at June 30, 2022

The average maturity of the Group's debt, considering the undrawn credit lines59 and cash on hand, stood at 8.5 years and at 7.6 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, 2022.

Debt maturity profile as at June 30, 2022

56 Neu CP.

57 As Westfield Carré Sénart will remain fully consolidated, the €302 Mn non-recourse debt raised by the asset-owning JV, held at 55% by URW, is fully consolidated at 100% in URW's IFRS and proportionate debt.

58 As Westfield CentrO is consolidated at 50% (at share) in URW's proportionate accounts, only €350.1 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. 59 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:

Liquidity needs over next 12 months IFRS Proportionate
Bonds €467 Mn €467 Mn
Short term paper €310 Mn €310 Mn
Bank loans, Mortgage & overdraft €168 Mn €466 Mn
Total liquidity needs €945 Mn €1,243 Mn
Cash on hand €2,152 Mn €2,377 Mn

As at June 30, 2022, the total amount of undrawn credit lines60 was €9,885 Mn (€9,859 Mn), including a \$3.2 Bn (c. €3.1 Bn) multi-currency revolving credit facility.

The average residual maturity of these undrawn credit lines stands at 2.7 years.

The credit facilities maturing over the next 12 months amount to €3,481 Mn. URW is considering opportunities to extend or renew part of these lines.

1.5. Average cost of debt

The average cost of debt as at June 30, 2022, was 2.0% (2.0%), representing the blended average cost of 1.5% for Euro and SEK denominated debt and 3.8% for USD and GBP denominated debt.

This average cost of debt was in particular impacted by:

  • The cost of carry of the undrawn credit lines and of the cash kept on its balance sheet;
  • The cost of the mortgage debt refinanced at a JV level or put in place in the context of partial disposals;
  • The impact of rating downgrades on the cost of the Group's credit lines and financing;
  • The coupons of bonds raised in 2021 to increase the Group's liquidity position;
  • Lower use of the Group's short term paper programme;
  • Increase in interest rates mitigated by hedging instruments in place;
  • Foreign exchange rate evolution, particularly with a strengthening of the USD vs. Euro, increasing the translation into Euro of the financial expenses incurred in USD.

2. Ratings

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

On March 29, 2022, S&P published a research update confirming the "BBB+" long term rating of the Group and changed the outlook from "negative" to "stable".

On April 26, 2022, Moody's published a credit opinion with no action on the Group's Baa2 long-term rating with stable outlook.

60 Subject to covenants.

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 interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires and exchange rate fluctuations due to the Group's activities in countries outside the Eurozone, in particular in the US and the UK.

3.1. Interest rate risk management

In H1-2022, the Group adjusted its hedging position for a cost of €60.4 Mn in view of its current disposal and investment plans, its hedging programme and the existing debt61 as well as the debt the Group expects to raise in the coming years.

The Group's net interest rate position is fully hedged for H2-2022 and the following years.

(*) Pro-forma for the receipt of the proceeds from the disposal of Gera Arcaden, Almere Centrum, Carré Sénart Shopping Parc, Villeneuve 2 and of an additional stake of 27% in Aupark.

N.B.: The hedging instruments used to hedge the variable rate debt and the fixed rate debt immediately converted into variable rate debt, through the Group's macro hedging.

Measuring interest rate exposure

In H1-2022, short term interest rates increased across currencies by +37.7 bps for 3M Euribor, +207.6 bps for 3M US Libor and +121.1 bps for 3M Sonia.

Based on the Group's budgeted net debt, if interest rates62 (Euribor, Libor, Sonia) were to increase above the levels at the beginning of the year, the recurring result in H2-2022 would be impacted by:

Euros USD GBP Total eq. EUR
-25 bps interest rate +€10.7 Mn +\$0.2 Mn £0.0 Mn +€10.9 Mn
+25 bps interest rate -€10.7 Mn -\$0.2 Mn £0.0 Mn -€10.9 Mn
+100 bps interest rate -€16.1 Mn -\$0.8 Mn £0.0 Mn -€16.9 Mn
+200 bps interest rate -€16.3 Mn -\$1.7 Mn £0.0 Mn -€17.9 Mn

The impact of a rate increase on the recurring financial expenses would remain limited in case of an increase of +100 bps or +200 bps, due to hedging instruments in place.

61 On a proportionate basis.

62 The impact on exchange rates due to this theoretical increase or decrease of 25 bps in interest rates is not taken into account. The theoretical impact of a rise or decrease in interest rates is calculated relative to the applicable rates as at December 31, 2021: 3M Euribor (-0.572%), 3M USD Libor (0.209%) and 3M Sonia (0.337%).

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 influenced by fluctuations in exchange rates against the euro. The Group's policy objective is to apply a broadly consistent63 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* Euros64 USD GBP Total eq. EUR
Assets65 37,789 12,206 2,723 52,714
Net Financial Debt 17,179 4,184 788 22,125
IFRS LTV 45.5% 34.3% 28.9% 42.0%
Proportionate - In millions* Euros64 USD GBP Total eq. EUR
Assets66 38,428 13,459 3,086 54,981
Net Financial Debt 17,665 5,333 1,077 24,054
Proportionate LTV67 46.0% 39.6% 34.9% 43.8%

*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 H2-2022) 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 -600.6 -9.7
+10% in EUR/GBP -147.9 -3.8
+10% in EUR/SEK -235.0 -3.7

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.

63 On a proportionate basis.

64 Including SEK.

65 Including transfer taxes and excluding €960 Mn of goodwill not justified by fee businesses.

66 Including transfer taxes and excluding €1,031 Mn of goodwill not justified by fee businesses.

67 45.4% excluding transfer taxes.

4. Financial structure

Financial ratios - IFRS H1-2022 2021 H1-2021
Net debt €22,125 Mn €22,600 Mn €23,467 Mn
GMV €52,714 Mn €52,223 Mn €52,798 Mn
LTV 42.0% 43.3% 44.4%
ICR 4.5x 3.3x 2.9x
Net debt/EBITDA70 11.0x 13.7x 16.6x
FFO/Net debt 7.5% 5.0% 4.3%
Financial ratios - Proportionate H1-2022 2021 H1-2021
Net debt €24,054 Mn €24,484 Mn €25,306 Mn
GMV €54,981 Mn €54,473 Mn €54,966 Mn
LTV 43.8% 44.9% 46.0%
ICR 4.1x 3.0x 2.7x
Net debt/EBITDA70 11.6x 14.4x 17.3x
FFO/Net debt 6.8% 4.5% 3.9%

The LTV ratio68 decrease is mainly due to the net debt reduction and higher valuations, in particular thanks to the FX impact.

Pro-forma for the receipt of the proceeds from the disposal of Gera Arcaden69 , Almere Centrum, Carré Sénart Shopping Parc, Villeneuve 2 and of an additional stake of 27% in Aupark, the LTV would stand at 41.5% (and 43.2% on a proportionate basis). Including the hybrid, the LTV would be 45.8% as at June 30, 2022, and 45.3% on a pro-forma basis.

Although it is not part of URW's corporate debt covenants, the Group has set itself a Net debt/EBITDA70 71 target of 9x. The H1-2022 Net debt/EBITDA of 11.0x, takes into account the net debt reduction and the significant operating performance of the Group in H1-2022. It would be 12.0x including the hybrid.

68 Excluding €960 Mn of goodwill not justified by fee businesses as per the Group's European leverage covenants (€1,031 Mn on a proportionate basis).

69 Gera Arcaden disposals proceeds were cashed in on June 30, 2022.

70 On last 12-months basis.

71 On an IFRS basis.

Financial covenants - summary

Corporate debt and credit facilities:

June 30, 2022 Europe Credit facility
covenants level
US Credit facility
covenants level
Rule 144A and Reg S
Bonds covenants level
LTV72 42.0% < 60% < 65% < 65%
ICR 4.5x > 2x > 1.5x > 1.5x
FFO/NFD 7.5% > 4% na. na.
Secured debt ratio 2.4% 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, 2022:

  • 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.
  • 69% 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%-7.5% 31%
ICR covenants 1.25x - 3.5x 42%
LTV covenants 55% -125% 57%
  • 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.

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.

72 Ratio calculated based on European bank debt covenant.

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

a) Under IFRS:

€ Mn June 30, 2022
IFRS
Dec. 31, 2021
IFRS
June 30, 2021
IFRS
Amounts accounted for in B/S 51,298.9 50,665.3 51,507.5
Investment properties at fair value 38,767.0 38,642.1 39,054.7
Investment properties at cost 1,132.9 1,355.8 1,367.9
Shares and investments in companies accounted for using the equity method 8,626.1 8,286.2 8,404.2
Other tangible assets 139.5 145.9 128.9
Goodwill 1,079.2 1,079.2 1,225.1
Intangible assets 862.9 844.8 871.8
Properties or shares held for sale 691.3 311.3 454.9
Adjustments 1,414.7 1,557.8 1,290.6
Transfer taxes 1,779.4 1,782.7 1,807.3
Goodwill not justified by fee business (1) -959.9 -959.9 -1,105.9
Revaluation intangible and operating assets 1,340.3 1,421.2 1,495.0
IFRS adjustments, including -745.1 -686.1 -905.8
Financial leases -906.8 -784.9 -994.1
Other 161.7 98.8 88.3
Total assets, including Transfer Taxes (=A) 52,713.5 52,223.1 52,798.1
Total assets, excluding Transfer Taxes (=B) 50,934.2 50,440.4 50,990.8
Amounts accounted for in B/S
Net share settled bonds convertible into new and/or existing shares (ORNANE) 0.0 500.3 602.4
Non current bonds and borrowings 24,835.3 24,774.6 24,688.3
Current borrowings and amounts due to credit institutions 884.3 1,073.7 2,140.6
Liabilities directly associated with properties or shares classified as held for sale 0.0 0.0 0.0
Total financial liabilities 25,719.6 26,348.6 27,431.4
Adjustments
Mark-to-market of debt 10.4 11.5 20.4
Current accounts with non-controlling interests -1,440.3 -1,420.3 -1,318.7
Impact of derivative instruments on debt raised in foreign currency -71.0 -38.2 -16.2
Accrued interest / issue fees 57.9 -45.3 45.2
Total financial liabilities (nominal value) 24,276.5 24,856.3 26,162.1
Cash & cash equivalents -2,151.9 -2,256.1 -2,695.4
Net financial debt (=C) 22,124.6 22,600.2 23,466.6
LTV ratio including Transfer Taxes (=C/A) 42.0% 43.3% 44.4%
LTV ratio excluding Transfer Taxes (=C/B) 43.4% 44.8% 46.0%

Figures may not add up due to rounding.

(1) Adjustment of goodwill according to bank covenants.

b) On a proportionate basis:

€ Mn June 30, 2022
Proportionate
Dec. 31, 2021
Proportionate
June 30, 2021
Proportionate
Amounts accounted for in B/S 53,332.4 52,684.3 53,458.1
Investment properties at fair value 47,957.0 47,611.3 48,095.2
Investment properties at cost 1,199.3 1,423.1 1,431.7
Shares and investments in companies accounted for using the equity method 1,255.1 1,194.6 1,172.3
Other tangible assets 142.6 148.9 131.8
Goodwill 1,140.2 1,150.3 1,300.7
Intangible assets 862.9 844.8 871.5
Properties or shares held for sale 775.3 311.3 454.9
Adjustments 1,649.1 1,788.9 1,507.5
Transfer taxes 2,004.1 2,007.5 2,030.0
Goodwill not justified by fee business (1) -1,031.1 -1,031.1 -1,181.4
Revaluation intangible and operating assets 1,337.2 1,418.2 1,492.4
IFRS adjustments, including -661.3 -605.8 -833.4
Financial leases -916.9 -794.1 -1,002.9
Other 255.6 188.3 169.5
Total assets, including Transfer Taxes (=A) 54,981.5 54,473.2 54,965.6
Total assets, excluding Transfer Taxes (=B) 52,977.3 52,465.6 52,935.7
Amounts accounted for in B/S
Net share settled bonds convertible into new and/or existing shares (ORNANE) 0.0 500.3 602.4
Non current bonds and borrowings 26,624.1 26,485.7 26,641.5
Current borrowings and amounts due to credit institutions 1,181.7 1,427.0 2,158.8
Liabilities directly associated with properties or shares classified as held for sale 62.0 0.0 0.0
Total financial liabilities 27,867.8 28,413.0 29,402.7
Adjustments
Mark-to-market of debt 22.2 22.0 31.1
Current accounts with non-controlling interests -1,440.3 -1,420.3 -1,318.7
Impact of derivative instruments on debt raised in foreign currency -71.0 -38.2 -16.2
Accrued interest / issue fees 53.2 -50.1 42.1
Total financial liabilities (nominal value) 26,431.8 26,926.3 28,140.9
Cash & cash equivalents -2,377.3 -2,442.4 -2,835.2
Net financial debt (=C) 24,054.5 24,483.8 25,305.7
LTV ratio including Transfer Taxes (=C/A) 43.8% 44.9% 46.0%
LTV ratio excluding Transfer Taxes (=C/B) 45.4% 46.7% 47.8%

Figures may not add up due to rounding.

(1) Adjustment of goodwill according to bank covenants.

6. EPRA PERFORMANCE MEASURES

In compliance with the EPRA73 Best Practices Recommendations74, URW summarises the Key Performance measures of H1-2022, H1-2021 and 2021 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

H1-2022 H1-2021 2021
EPRA Earnings € Mn 710.6 472.0 1,005.3
EPRA Earnings / share € / share 5.12 3.41 7.26
Growth EPRA Earnings / share % 50.4% -29.3% -4.9%

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

Recurring Earnings per share H1-2022 H1-2021 2021
Net Result of the period attributable to the holders of the Stapled Shares (€Mn) 601.0 (420.7) (972.1)
Adjustments to calculate EPRA Recurring Earnings, exclude:
(i) Changes in value of investment properties, development properties held for investment and other
(187.2) (738.0) (1,197.3)
interests
(ii) Profits or losses on disposal of investment properties, development properties held for investment
and other interests
36.1 101.2 208.3
(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 - - (7.6)
(v) Impairment of goodwill - - (145.9)
(vi) Changes in fair value of financial instruments and associated close-out costs 172.8 30.8 (95.1)
(vii) Acquisition and other costs on share deals and non-controlling joint venture interests (2.8) (0.9) (8.9)
(viii) Deferred tax in respect of EPRA adjustments (12.8) 78.7 55.7
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under
proportional consolidation)
(132.6) (432.5) (916.8)
(x) External non-controlling interests in respect of the above 16.9 67.9 130.2
EPRA Recurring Earnings 710.6 472.0 1,005.3
Average number of shares 138,666,999 138,495,491 138,545,360
EPRA Recurring Earnings per Share (REPS) €5.12 €3.41 €7.26
EPRA Recurring Earnings per Share growth 50.4% -29.3% -4.9%

73 EPRA: European Public Real estate Association.

74 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, 2022 Dec. 31, 2021 Change 06/22 vs.
12/21
June 30, 2021 Change 06/22 vs.
06/21
EPRA NRV € / share 163.40 159.60 2.4% 162.40 0.6%
EPRA NTA € / share 127.50 123.20 3.5% 124.70 2.2%
EPRA NDV € / share 152.90 110.30 38.6% 107.50 42.2%

b) Detailed calculation as at June 30, 2022

June 30, 2022
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 17,929 17,929 17,929
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 17,929 17,929 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 17,929 17,929 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 1,844 1,844 -
v.b) Effective deferred taxes on capital gains - 922
-
-
vi) Fair value of financial instruments 424 424 -
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 - 863
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 4,486
x) Revaluation of intangibles to fair value 1,046 - -
xi) Real estate transfer tax(6) 1,728 456 -
NAV 22,794 17,789 21,335
Fully diluted number of shares 139,511,827 139,511,827 139,511,827
NAV per share €163.40 €127.50 €152.90

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, 2021
EPRA NRV EPRA NTA EPRA NDV
Equity attributable to the holders of the Stapled Shares (IFRS) 16,927 16,927 16,927
Include / Exclude*:
i) Hybrid instruments - - -
Diluted NAV 16,927 16,927 16,927
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 16,927 16,927 16,927
Exclude*:
v) Deferred tax in relation to fair value gains of IP(5) detailled below:
v.a) Reversal of deferred taxes on Balance sheet 1,866 1,866 -
v.b) Effective deferred taxes on capital gains - 933
-
-
vi) Fair value of financial instruments 711 711 -
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 - 845
-
-
Include*:
ix) Fair value of fixed interest rate debt - - 513
-
x) Revaluation of intangibles to fair value 1,105 - -
xi) Real estate transfer tax(6) 1,753 475 -
NAV 22,186 17,122 15,335
Fully diluted number of shares 139,013,166 139,013,166 139,013,166
NAV per share €159.60 €123.20 €110.30

c) Detailed calculation as at December 31, 2021

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, 2022 Dec. 31, 2021
Shopping
Centres (3)
Offices &
Others (3)
Shopping
Centres (3)
Offices &
Others (3)
Unibail-Rodamco-Westfield yields 4.6% 4.7% 4.6% 4.9%
Effect of vacant units -1.0% -1.3%
Effect of EPRA adjustments on NRI 0.1% 0.0% 0.1% 0.0%
Effect of estimated transfer taxes and transaction costs -0.1% -0.1% -0.1% -0.1%
EPRA topped-up yields (1) 4.6% 3.6% 4.6% 3.5%
Effect of lease incentives -0.3% -1.3% -0.2% -0.7%
EPRA Net Initial Yields (2) 4.3% 2.3% 4.3% 2.8%

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 trademark and the airport activities are not included in the calculation.

b) Detailed calculation

June 30, 2022 Dec. 31, 2021
Shopping
Centres (1)
Offices &
Others (1)
Shopping
Centres (1)
Offices &
Others (1)
EPRA topped-up NRI (A) € Mn 2,037 83 1,979 74
Valuation including transfer taxes (B) € Mn 44,102 2,317 43,426 2,137
EPRA topped-up yields (A/B) % 4.6% 3.6% 4.6% 3.5%
EPRA NRI (C) € Mn 1,904 53 1,877 59
Valuation including transfer taxes (B) € Mn 44,102 2,317 43,426 2,137
EPRA Net Initial Yields (C/B) % 4.3% 2.3% 4.3% 2.8%

Note:

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

4. 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, 2022 Dec. 31, 2021 June 30, 2021
Estimated Rental Value of vacant space (A) 247.2 236.8 294.4
Estimated Rental Value of the whole portfolio (B) 3,217.2 3,079.5 3,028.2
EPRA Vacancy rate (A/B) 7.7% 7.7% 9.7%

b) Detail per region

EPRA Vacancy Rate - per region June 30, 2022 Dec. 31, 2021 June 30, 2021
France 3.9% 3.6% 3.6%
Spain 3.6% 3.6% 6.0%
Southern Europe 3.9% 3.6% 4.2%
Central Europe 3.4% 3.0% 5.6%
Austria 1.6% 0.7% 1.6%
Germany 4.7% 4.6% 6.6%
Central and Eastern Europe 3.5% 3.1% 5.2%
Nordics 6.3% 7.4% 8.0%
The Netherlands 5.1% 6.7% 8.0%
Northern Europe 5.8% 7.1% 8.0%
Shopping Centres Subtotal Shopping Centres - Continental Europe 4.0% 4.0% 5.0%
United Kingdom 9.7% 10.6% 12.2%
Subtotal Shopping Centres - Europe 4.9% 4.9% 6.1%
US Flagships 8.3% 9.3% 12.4%
US Regionals 11.9% 10.7% 13.6%
US CBD 22.1% 19.8% 22.5%
Subtotal Shopping Centres - US 10.4% 11.0% 14.0%
Total Shopping Centres 6.9% 7.0% 8.9%
France 17.6% 21.7% 33.8%
Other Countries 15.5% 12.7% 11.2%
Offices &
Others
Subtotal Offices & Others - Continental Europe 17.2% 19.8% 29.0%
US 57.3% 43.6% 38.8%
Total Offices & Others 27.1% 25.2% 31.1%
Total URW 7.7% 7.7% 9.7%

5. EPRA Cost ratios

Proportionate
EPRA
references
H1-2022 H1-2021 2021
Include:
(i-1) Administrative expenses - 109.9 - 105.4 - 215.9
(i-2) Operating expenses - 163.6 - 198.3 - 442.2
(ii) Net service charge costs/fees - 31.9 - 43.1 - 76.2
(iii) Management fees less actual/estimated profit element - - -
(iv) Other operating income/recharges intended to cover overhead expenses - - -
(v) Share of Joint Ventures expenses - 4.4 - 5.2 - 7.9
Exclude (if part of the above):
(vi) Investment Property Depreciation - - -
(vii) Ground rents costs - - -
(viii) Service charge costs recovered through rents but not separately invoiced 121.6 100.6 216.4
EPRA Costs (including direct vacancy costs) (A) - 188.2 - 251.5 - 525.9
(ix) Direct vacancy costs - 31.9 - 43.1 - 76.2
EPRA Costs (excluding direct vacancy costs) (B) - 156.3 - 208.4 - 449.6
(x) Gross Rental Income (GRI) less ground rents 1,270.9 1,028.7 2,216.6
(xi) Less: service fee and service charge costs component of GRI (if relevant) - 121.6 - 100.6 - 216.4
(xii) Add Share of Joint Ventures (Gross Rental Income less ground rents) 50.8 52.4 96.2
Gross Rental Income (C) 1,200.1 980.5 2,096.5
EPRA Cost Ratio (including direct vacancy costs) (A/C) 15.7% 25.7% 25.1%
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 13.0% 21.3% 21.4%

Figures may not add up due to rounding.

Note:

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

6. Capital Expenditure

Proportionate
in € Mn H1-2022 H1-2021 2021
100% Group share 100% Group share 100% Group share
Acquisitions (1) 0.7 0.7 - 0.0 37.1 37.1
Development (2) 208.1 203.6 208.4 209.0 456.6 453.9
Like-for-like portfolio (3) 115.8 102.5 207.5 189.9 386.9 352.3
Other (4) 47.5 43.5 60.1 53.0 115.6 103.6
Total Capital Expenditure 372.2 350.3 476.0 451.9 996.2 946.8
Conversion from accruals to cash basis 100.1 85.9 111.5 102.9 81.5 36.1
Total Capital Expenditure on cash basis 472.3 436.2 587.4 554.8 1,077.7 982.9

Figures may not add up due to rounding.

1) In H1-2022, includes mainly acquisitions in France and The Netherlands.

2) In H1-2022, includes mainly the capital expenditures related to investments in the Les Ateliers Gaîté, Gaîté office, Westfield Topanga, Garbera and Lightwell redevelopments and extensions projects and to the Westfield Hamburg new development projects.

3) In H1-2022, includes mainly the capital expenditures related to Westfield Mall of the Netherlands, Westfield La Part-Dieu and Westfield London. Capital expenditure on the like-for-like portfolio includes capital expenditure spent on extension and works on standing assets or refurbishments recently delivered. In H1-2022, URW spent €23.8 Mn on replacement capex, Group share.

4) In H1-2022, includes eviction costs and tenant incentives, external letting fees, capitalised interest relating to projects and other capitalised expenses of €4.0 Mn, €6.2 Mn, €27.1 Mn and €6.3 Mn, respectively (amounts in Group share).

7. EPRA AND AJUSTED RECURRING EARNINGS PER SHARE

Recurring Earnings per share H1-2022 H1-2021 2021
Net Result of the period attributable to the holders of the Stapled Shares (€Mn) 601.0 (420.7) (972.1)
Adjustments to calculate EPRA Recurring Earnings, exclude:
(i) Changes in value of investment properties, development properties held for investment and other interests (187.2) (738.0) (1,197.3)
(ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests 36.1 101.2 208.3
(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 - - (7.6)
(v) Impairment of goodwill - - (145.9)
(vi) Changes in fair value of financial instruments and associated close-out costs 172.8 30.8 (95.1)
(vii) Acquisition and other costs on share deals and non-controlling joint venture interests (2.8) (0.9) (8.9)
(viii) Deferred tax in respect of EPRA adjustments (12.8) 78.7 55.7
(ix) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation) (132.6) (432.5) (916.8)
(x) External non-controlling interests in respect of the above 16.9 67.9 130.2
EPRA Recurring Earnings 710.6 472.0 1,005.3
Coupon on the Hybrid Securities (23.9) (23.9) (48.1)
Adjusted Recurring Earnings 686.7 448.1 957.2
Average number of shares 138,666,999 138,495,491 138,545,360
EPRA Recurring Earnings per Share (REPS) €5.12 €3.41 €7.26
EPRA Recurring Earnings per Share growth 50.4% -29.3% -4.9%
Adjusted Recurring Earnings per Share (AREPS) €4.95 €3.24 €6.91
Adjusted Recurring Earnings per Share growth 53.1% -30.4% -5.2%

OTHER INFORMATION:

1. Group consolidated data p 71
2. Consolidated income statement by segment and region p 74
3. Glossary p 75

Leasing activity - Shopping Centres

Lettings / re-lettings / renewals excluding Pipeline
Region nb of leases
signed(a)
sqm MGR
(€ Mn)
MGR uplift MGR uplift on deals above 3
years firm duration
€ Mn % € Mn %
Continental Europe 733 244,405 113.9 7.2 8.6% 6.7 12.1%
U K 88 42,756 32.4 1.0
-
-3.6% 0.1 0.3%
Total Europe 821 287,161 146.3 6.2 5.6% 6.8 8.6%
U S 380 133,246 64.9 1.8
-
-3.4% 5.1 23.1%
Total URW 1,201 420,407 211.1 4.4 2.7% 11.9 11.8%

Figures may not add up due to rounding.

(a) Excluding leases below 1 year. The number of leases signed for the Group was 1,218 in H1-2021.

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
H1-2022 H1-2021 H1-2021
Continental Europe 474 326 259 263
U K 54 54 34 20
Total Europe 528 380 293 283
U S 179 155 201 400
Total URW 707 535 494 683

Net Rental Income ("NRI") by segment

Net Rental Income (€Mn)
Segment H1-2022 H1-2021
Change (%)
Like-for like
change (%)
Shopping Centres 1,037.5 753.2 37.7% 37.6%(a)
Offices & Others 34.0 31.9 6.5% 28.0%
Convention & Exhibition 67.9 0.4 n.m n.m
Total URW 1,139.3 785.5 45.0% 43.8%(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 H1-2022 H1-2021 %
NRI - Continental Europe 683.1 454.5 50.3%
NRI UK 61.7 43.7 41.2%
Total NRI - Europe 744.8 498.2 49.5%
NRI US including Airports 292.6 255.0 14.8%
Total NRI - URW including Airports 1,037.5 753.2 37.7%

Figures may not add up due to rounding.

Net Rental Income (€Mn)
Like-for-like
Region H1-2022 H1-2021 %
Lfl NRI - Continental Europe 584.2 390.2 49.7%
Lfl NRI UK 59.7 44.3 34.8%
Total Lfl NRI - Europe 643.9 434.5 48.2%
Lfl NRI US excluding Airports 228.6 199.4 14.7%
Total Lfl NRI - URW excluding Airports 872.5 633.9 37.6%

Figures may not add up due to rounding.

Net Rental Income Like-for-like evolution (%)
Region Renewals,
relettings net
of departures
& indexation
COVID-19
rent relief
Sales Based
Rent
Other Total
Lfl NRI - Continental Europe 0.6% 36.7% 1.6% 10.8% 49.7%
Lfl NRI UK -6.1% 37.5% 9.8% -6.3% 34.8%
Total Lfl NRI - Europe -0.1% 36.8% 2.4% 9.0% 48.2%
Lfl NRI US excluding Airports -7.3% -1.3% 5.2% 18.1% 14.7%
Total Lfl NRI - URW excluding Airports -2.4% 24.8% 3.3% 11.9% 37.6%

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

Net Rental Income (€Mn)
Region H1-2022 H1-2021 Change (%) Like-for like
change (%)
France 25.4 18.6 36.5% 55.9%
Other countries 6.3 9.7 -34.6% 1.1%
Total NRI - Europe 31.8 28.3 12.2% 37.2%
U S 2.2 3.6 -38.5% -30.6%
Total NRI - URW 34.0 31.9 6.5% 28.0%

Figures may not add up due to rounding.

Vacancy - Shopping Centres

Vacancy
Region June 30, 2022 %
€Mn % Dec. 31, 2021
Continental Europe 66.2 4.0% 4.0%
U K 28.0 9.7% 10.6%
Total Europe 94.2 4.9% 4.9%
U S 120.6 10.4% 11.0%
Total URW 214.8 6.9% 7.0%

Figures may not add up due to rounding.

Lease expiry schedule

Total URW 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 41.8 2.0% 41.8 2.0%
2022 135.7 6.6% 127.8 6.2%
2023 373.3 18.2% 205.8 10.0%
2024 315.5 15.3% 187.0 9.1%
2025 332.4 16.2% 228.6 11.1%
2026 215.2 10.5% 190.2 9.2%
2027 183.6 8.9% 214.2 10.4%
2028 122.4 6.0% 158.5 7.7%
2029 59.8 2.9% 129.0 6.3%
2030 60.9 3.0% 130.9 6.4%
2031 65.3 3.2% 133.1 6.5%
2032 63.0 3.1% 108.2 5.3%
Beyond 87.5 4.3% 201.6 9.8%
Total 2,056.5 100% 2,056.5 100%

2. CONSOLIDATED INCOME STATEMENT BY SEGMENT AND REGION

H1-2022 H1-2021 (1) (1)
2021
Net result by segment on a proportionate basis
(€Mn)
Recurring
activities
Non-recurring
activities (2)
Result Recurring
activities
Non-recurring
activities (2)
Result Recurring
activities
Non-recurring
activities (2)
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
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
-
294.4
(55.3)
239.1
21.8
-
-
-
-
-
-
(3.3)
(9.6)
(144.1)
-
294.4
(55.3)
239.1
18.5
(9.6)
(144.1)
-
627.2
(83.8)
543.4
37.3
-
-
-
-
-
-
(8.6)
(11.5)
(364.5)
-
627.2
(83.8)
543.4
28.7
(11.5)
(364.5)
-
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
Result from operations Shopping Centres United States
357.3
410.1
(117.5)
292.6
1.5
-
-
-
294.1
79.0
-
-
-
(21.5)
30.4
(375.2)
-
(366.4)
436.3
410.1
(117.5)
292.6
(20.0)
30.4
(375.2)
-
(72.2)
261.0
374.3
(119.3)
255.0
2.8
-
-
-
257.8
(156.9)
-
-
-
(15.2)
87.5
(372.6)
-
(300.3)
104.0
374.3
(119.3)
255.0
(12.4)
87.5
(372.6)
-
(42.6)
580.7
759.0
(280.0)
479.0
5.2
-
-
-
484.2
(384.5)
-
-
-
(17.2)
57.7
(1,049.0)
-
(1,008.5)
196.2
759.0
(280.0)
479.0
(12.0)
57.7
(1,049.0)
-
(524.3)
EASTERN EUROPE
CENTRAL AND
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
255.9
(12.4)
243.4
19.7
-
-
-
263.2
-
-
-
17.9
(0.8)
(68.7)
-
(51.7)
255.9
(12.4)
243.4
37.6
(0.8)
(68.7)
-
211.5
164.2
(28.9)
135.3
9.7
-
-
-
145.0
-
-
-
(36.2)
2.6
(294.6)
(6.1)
(334.3)
164.2
(28.9)
135.3
(26.4)
2.6
(294.6)
(6.1)
(189.3)
419.5
(78.5)
341.0
25.5
-
-
-
366.5
-
-
-
(23.4)
4.6
(311.5)
(156.4)
(486.7)
419.5
(78.5)
341.0
2.1
4.6
(311.5)
(156.4)
(120.2)
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
109.3
(12.9)
96.4
-
-
-
-
-
-
-
-
23.5
24.9
-
109.3
(12.9)
96.4
-
23.5
24.9
-
96.6
(16.6)
80.0
-
-
-
-
-
-
-
-
(0.0)
(28.5)
-
96.6
(16.6)
80.0
(0.0)
(28.5)
201.1
(33.1)
167.9
-
-
-
-
-
-
-
-
-
-
56.9
14.5
-
201.1
(33.1)
167.9
-
56.9
14.5
-
UNITED KINGDOM Result from operations Shopping Centres 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
96.4
98.6
(36.8)
61.7
-
-
-
-
48.3
-
-
-
-
-
(53.2)
-
144.8
98.6
(36.8)
61.7
-
-
(53.2)
-
80.0
73.5
(29.8)
43.7
-
-
-
-
(28.5)
-
-
-
-
-
(278.9)
-
51.5
73.5
(29.8)
43.7
-
-
(278.9)
-
167.9
169.2
(68.1)
101.1
-
-
-
-
71.4
-
-
-
-
-
(364.9)
-
239.4
169.2
(68.1)
101.1
-
-
(364.9)
-
Result from operations Shopping Centres United Kingdom
TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES
61.7
1,072.8
(53.2)
(343.9)
8.6
728.9
43.7
787.5
(278.9)
(1,099.0)
(235.2)
(311.5)
101.1
1,700.5
(364.9)
(2,173.2)
(263.8)
(472.8)
OFFICES & OTHERS FRANCE 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
27.3
(1.9)
25.4
(0.0)
-
-
-
-
-
-
4.2
(0.2)
49.1
-
27.3
(1.9)
25.4
4.2
(0.2)
49.1
-
18.2
0.4
18.6
-
-
-
-
-
-
-
-
5.2
94.7
-
18.2
0.4
18.6
-
5.2
94.7
-
37.2
(2.3)
34.9
(0.0)
-
-
-
-
-
-
0.2
74.3
135.7
-
37.2
(2.3)
34.9
0.1
74.3
135.7
-
COUNTRIES
OTHER
Result from operations Offices & Others France
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 Other countries
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS
25.4
12.8
(4.3)
8.5
-
-
-
-
8.5
33.9
53.1
-
-
-
-
4.5
4.0
-
8.5
61.6
78.5
12.8
(4.3)
8.5
-
4.5
4.0
-
17.0
95.5
18.6
18.8
(5.5)
13.3
-
-
-
-
13.3
31.9
99.9
-
-
-
-
15.5
1.3
-
16.8
116.7
118.5
18.8
(5.5)
13.3
-
15.5
1.3
-
30.1
148.6
34.9
36.3
(11.0)
25.3
-
-
-
-
25.3
60.1
210.1
-
-
-
-
28.5
21.5
-
50.0
260.2
245.0
36.3
(11.0)
25.3
-
28.5
21.5
-
75.3
320.3
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
89.5
(21.6)
67.9
26.6
-
-
-
-
-
-
-
-
(23.0)
-
89.5
(21.6)
67.9
26.6
-
(23.0)
-
30.7
(30.2)
0.4
(2.0)
-
-
-
-
-
-
-
-
(84.3)
-
30.7
(30.2)
0.4
(2.0)
-
(84.3)
-
96.8
(65.3)
31.5
23.7
-
-
-
-
-
-
-
-
(106.6)
-
96.8
(65.3)
31.5
23.7
-
(106.6)
-
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
94.5
16.3
16.7
-
(95.0)
-
(23.0)
-
-
-
-
(2.8)
71.5
16.3
16.7
-
(95.0)
(2.8)
(1.5)
32.0
8.9
-
(89.2)
-
(84.3)
-
-
-
-
(0.9)
(85.8)
32.0
8.9
-
(89.2)
(0.9)
55.2
36.8
27.2
-
(183.0)
-
(106.6)
-
-
-
-
(8.9)
(51.4)
36.8
27.2
-
(183.0)
(8.9)
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS 1,139.2 (308.1) 831.1 769.6 (1,067.4) (297.8) 1,696.7 (2,028.6) (331.9)
Depreciation and impairment of tangible and intangible assets (25.9) 18.0 (7.9) (27.2) (8.1) (35.3) (56.1) (41.0) (97.1)
NET OPERATING RESULT
Result from non consolidated companies
Financing result
1,113.3
2.2
(249.9)
(290.1)
-
179.3
823.2
2.2
(70.6)
742.4
2.0
(257.6)
(1,075.5)
-
28.9
(333.1)
2.0
(228.7)
1,640.7
2.5
(512.3)
(2,069.6)
-
(96.9)
(428.9)
2.5
(609.2)
RESULT BEFORE TAX
Income tax expenses
865.6
(40.1)
(110.8)
(15.7)
754.8
(55.8)
486.9
12.9
(1,046.6)
85.9
(559.7)
98.9
1,130.9
(14.6)
(2,166.5)
59.0
(1,035.6)
44.3
NET RESULT FOR THE PERIOD
External non-controlling interests
825.5
(114.9)
(126.5)
16.9
699.0
(98.0)
499.8
(27.8)
(960.6)
67.9
(460.8)
40.1
1,116.3
(111.0)
(2,107.5)
130.2
(991.3)
19.2
STAPLED SHARES NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE 710.6
(109.6)
601.0
472.0
(892.7)
(420.7)
1,005.3
(1,977.4) (972.1)

(1) Following the creation of a new subtotal "Depreciation and impairment of tangible and intangible assets", the figures for H1-2021 and 2021 were accordingly restated.

(2) 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

3. 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.

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.

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.

NNNAV (triple net asset value): corresponds to the former EPRA NNNAV.

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). As tenant turnover is not known for all tenants for The Netherlands, no reliable OCR can be calculated for this country. 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.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT JUNE 30, 2022

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT JUNE 30, 2022 . 79

I.
CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS 79
Consolidated interim statement of comprehensive income
80
Consolidated interim statement of financial position 82
Consolidated interim statement of cash flows 83
Consolidated interim statement of changes in equity 84
II.
NOTES TO THE CONSOLIDATED
INTERIM FINANCIAL STATEMENTS 85
NOTE 1. SIGNIFICANT EVENTS OF THE FIRST
HALF OF 2022 85
1.1. Impact of COVID-19 pandemic 85
1.2. Disposals/Acquisitions in the first half of 2022 85
NOTE 2. ACCOUNTING POLICIES 86
2.1. IFRS basis adopted 86
2.2. Estimates and assumptions 87
NOTE 3. SCOPE OF CONSOLIDATION 88
3.1. Share deals: acquisitions in the first half of 2022 88
3.2. Result on disposal of investment properties and loss
of control 88
3.3. External non-controlling interests 88
NOTE 4. NET RECURRING RESULT AND SEGMENT
REPORTING 89
4.1. Consolidated interim statement of comprehensive
income on a proportionate basis 89
4.2. Consolidated interim statement of financial position
on a proportionate basis 90
4.3. Net result by segment on a proportionate basis 91
4.4. Other information by segment 94
NOTE 5. INVESTMENT PROPERTIES, TANGIBLE
AND INTANGIBLE ASSETS, GOODWILL 96
5.1. Investment properties 96
5.2. Tangible assets 100
5.3. Intangible assets 101
5.4. Goodwill 102
5.5. Valuation movements on assets 104
5.6. Amounts paid for works and acquisition/disposal of
property assets (Consolidated statement of cash flows)
104
NOTE 6. SHARES AND INVESTMENTS IN
COMPANIES ACCOUNTED FOR USING THE
EQUITY METHOD 104
6.1. Changes in shares and investments in companies

accounted for using the equity method ......................... 104 6.2. Valuation assumptions and sensitivity ................... 106 6.3. Transactions with related-parties (joint-ventures and associates) ........................................................................ 107

INSTRUMENTS ................................................................ 108

NOTE 7. FINANCING AND FINANCIAL

7.1. Financing result 108
7.2. Financial liabilities 109
7.3. Fair value hierarchy of financial assets and liabilities
114
7.4. Management of exchange risks 114
7.5. Risk management policy 115
NOTE 8. TAXES 118
8.1. Income tax expenses 118
8.2. Deferred taxes 119
NOTE 9. PROVISIONS 120
NOTE 10. OTHER CURRENT LIABILITIES 120
NOTE 11. EMPLOYEE BENEFITS 121
NOTE 12. SHARE CAPITAL AND DIVIDENDS 123
12.1. Number of shares 123
12.2. Dividends 125
NOTE 13. OFF-BALANCE SHEET COMMITMENTS
AND CONTINGENT LIABILITIES 125
13.1. Commitments given 125
13.2. Commitments received 127
13.3. Contingent liabilities 127

NOTE 14. SUBSEQUENT EVENTS ............................... 128

78

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT JUNE 30, 2022

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

On July 25, 2022, the Management Board prepared the condensed consolidated interim financial statements of Unibail-Rodamco-Westfield SE for the half-year ended June 30, 2022, and the Supervisory Board authorised their publication on July 27, 2022.

The interim financial statements are presented in millions of euros, rounded to the nearest hundred thousand and, as a result, slight differences between rounded figures may exist.

In H1-2022, in order to improve the information and reading of the financial statements, the Group made the following changes:

  • in the Consolidated statement of comprehensive income:
    • o the line "Depreciation of other tangible assets" was renamed "Depreciation of other tangible and intangible assets" and the depreciation of intangible assets was moved from the line "Corporate expenses" to this line;
    • o the line "Development expenses" was included in the line "Corporate expenses".
  • in the note 4.3. Net result by segment on a proportionate basis:
    • o A new subtotal "Net operating result before depreciation and impairment of assets" was created. The recurring part corresponds to the EBITDA;
    • o the line "Depreciation and impairment of tangible and intangible assets" was created after the line "Net operating result before depreciation and impairment of assets", in order to gather the amounts of depreciation of tangible and intangible assets which were previously included in the following lines:
      • "Valuation movements, depreciation, capital gains" in the Result from operations C&E;
      • "Other property services net income";
      • "Corporate expenses".

o the line "Development expenses" was included in the line "Corporate expenses".

The figures as at December 31, 2021 and June 30, 2021 were restated accordingly. The amounts of these reclassifications had no significant impact on the consolidated financial statements.

Consolidated interim statement of comprehensive income

Consolidated interim statement of comprehensive income
Consolidated statement of comprehensive income Notes H1-2022 H1-2021 2021
(€Mn)
Gross rental income 4.1/4.3.1 1,091.1 834.2 1,833.4
Ground rents paid
Service charge income
(23.2)
190.4
(17.4)
174.5
(39.1)
299.4
Service charge expenses
Property operating expenses
(215.8)
(130.4)
(208.7)
(160.2)
(356.3)
(365.7)
Operating expenses and net service charges (179.0) (211.8) (461.7)
Net rental income 912.1 622.4 1,371.8
Property development and project management revenue
Property development and project management costs
91.1
(74.8)
90.2
(58.2)
195.0
(158.2)
Net property development and project management income 4.1 16.3 32.0 36.8
Property services and other activities revenues
Property services and other activities expenses
116.4
(83.6)
72.7
(75.9)
191.9
(163.5)
Net property services and other activities income 4.3.2 32.8 (3.3) 28.4
Share of the result of companies accounted for using the equity method
Income on financial assets
84.8
13.6
(272.8)
12.3
(570.5)
25.1
Contribution of companies accounted for using the equity method 6.1 98.4 (260.4) (545.4)
Corporate expenses (93.1) (87.4) (180.6)
Depreciation of other tangible and intangible assets
Administrative expenses
(14.8)
(107.9)
(16.3)
(103.6)
(32.9)
(213.5)
Acquisition and other costs (2.8) (0.9) (8.9)
Proceeds from disposal of investment properties 191.2 1,155.9 1,794.1
Carrying value of investment properties sold
Result on disposal of investment properties and loss of control (1)
3.2 (155.0)
36.1
(1,054.7)
101.2
(1,585.8)
208.3
Valuation gains on assets
Valuation losses on assets
507.8
(695.0)
238.0
(976.0)
580.8
(1,778.1)
Valuation movements on assets 5.5 (187.2) (738.0) (1,197.3)
Impairment of goodwill 5.4 - - (145.9)
NET OPERATING RESULT 797.8 (350.7) (465.7)
Result from non-consolidated companies
Financial income
2.2
109.7
2.1
106.0
2.5
212.2
Financial expenses
Net financing costs
7.1.1 (334.7)
(225.0)
(340.9)
(234.8)
(678.1)
(465.9)
Fair value adjustment of net share settled bonds convertible into new and/or existing 7.1.2 0.3 (2.1) (2.9)
shares (ORNANE)
Fair value adjustments of derivatives, debt and currency effect
7.1.2 172.1 32.9 (91.4)
Debt discounting
RESULT BEFORE TAX
0.3
747.8
-
(552.5)
(0.9)
(1,024.1)
Income tax expenses 8.1 (48.8) 91.7 32.9
NET RESULT FOR THE PERIOD 699.0 (460.8) (991.3)
Net result for the period attributable to:
- The holders of the Stapled Shares
601.0 (420.7) (972.1)
- External non-controlling interests 3.3 98.0 (40.1) (19.2)
NET RESULT FOR THE PERIOD 699.0 (460.8) (991.3)
Net result for the period attributable to the holders of the Stapled Shares analysed by
amount attributable to:
- Unibail-Rodamco-Westfield SE members
- Unibail-Rodamco-Westfield N.V. members
574.9
26.1
(294.4)
(126.3)
(446.8)
(525.3)
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE
STAPLED SHARES 601.0 (420.7) (972.1)
Average number of shares (undiluted) 12.1 138,666,999 138,495,491 138,545,360
Net result for the period (Holders of the Stapled Shares)
Net result for the period per share (Holders of the Stapled Shares) (€)
601.0
4.33
(420.7)
(3.04)
(972.1)
(7.02)
Net result for the period restated (Holders of the Stapled Shares) (2) 600.7 (418.7) (969.2)
Average number of shares (diluted) 12.1 139,411,737 140,617,006 140,189,353
Diluted net result per share (Holders of the Stapled Shares) (€) (3) 4.31
NET COMPREHENSIVE INCOME (€Mn) Notes H1-2022 H1-2021 2021
NET RESULT FOR THE PERIOD 699.0 (460.8) (991.3)
Foreign currency differences on translation of financial statements of subsidiaries and
net investments in these subsidiaries
417.9 263.2 560.0
Other comprehensive income that may be subsequently recycled to profit or loss 417.9 263.2 560.0
Employee benefits - - 1.4
Fair Value of Financial assets 0.2 (2.7) (2.7)
Other comprehensive income not subsequently recyclable to profit or loss 0.2 (2.7) (1.3)
OTHER COMPREHENSIVE INCOME 418.2 260.5 558.7
NET COMPREHENSIVE INCOME 1,117.2 (200.3) (432.5)
- External non-controlling interests 98.0 (40.1) (18.8)
NET COMPREHENSIVE INCOME (HOLDERS OF THE STAPLED SHARES) 1,019.2 (160.2) (413.8)

(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 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.

(3) 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.

Consolidated interim statement of financial position

Consolidated interim statement of financial position
Consolidated Statement of financial position
(€Mn) Notes June 30, 2022 Dec. 31, 2021
NON CURRENT ASSETS 51,243.3 51,189.9
Investment properties 5.1 39,899.9 39,997.9
Investment properties at fair value 38,767.0 38,642.1
Investment properties at cost 1,132.9 1,355.8
Shares and investments in companies accounted for using the equity method
Other tangible assets
6.1
5.2
8,626.1
139.5
8,286.2
145.9
Goodwill 5.4 1,079.2 1,079.2
Intangible assets 5.3 862.9 844.8
Investments in financial assets 391.4 370.7
Deferred tax assets 8.2 22.9 22.3
Derivatives at fair value
CURRENT ASSETS
7.3 221.4
4,011.5
442.9
3,729.5
Properties or shares held for sale 5.1 691.3 311.3
Inventories 47.9 37.4
Trade receivables from activity 7.5.3 524.4 532.5
Tax receivables 159.2 184.8
Other receivables
Cash and cash equivalents
7.2.7 436.8
2,151.9
407.4
2,256.1
TOTAL ASSETS 55,254.8 54,919.4
Equity attributable to the holders of the Stapled Shares
Share capital
17,929.0
693.8
16,927.1
693.0
Additional paid-in capital 13,487.3 13,483.6
Consolidated reserves 2,716.9 3,710.4
Hedging and foreign currency translation reserves 430.1 12.2
Consolidated result 601.0 (972.1)
- Equity attributable to Unibail-Rodamco-Westfield SE members 18,197.9 17,320.6
- Equity attributable to Unibail-Rodamco-Westfield N.V. members
Hybrid securities
(268.9)
1,988.5
(393.5)
1,988.5
External non-controlling interests 3,781.3 3,458.1
TOTAL SHAREHOLDERS' EQUITY 23,698.8 22,373.7
NON CURRENT LIABILITIES 28,669.4 28,987.9
Non-current commitment to external non-controlling interests 32.8 95.0
Non-current bonds and borrowings
Non-current lease liabilities
7.2.7
7.2.2
24,835.3
851.8
24,774.6
752.6
Derivatives at fair value 7.3 648.7 1,067.2
Deferred tax liabilities 8.2 1,868.3 1,893.4
Non-current provisions 9 59.1 55.5
Guarantee deposits 220.7 200.9
Amounts due on investments
Other non-current liabilities
52.7
100.0
54.1
94.6
CURRENT LIABILITIES 2,886.6 3,557.8
Current commitment to external non-controlling interests 4.5 4.8
Amounts due to suppliers and other creditors 1,087.6 1,244.7
Amounts due to suppliers 195.1 229.0
Amounts due on investments
Sundry creditors
391.9
500.6
473.7
542.0
Other current liabilities 10 833.1 667.4
Net share settled bonds convertible into new and/or existing shares (ORNANE) - 500.3
Current borrowings and amounts due to credit institutions 7.2.7 884.3 1,073.7
Current lease liabilities
Current provisions
7.2.2
9
55.0
22.1
32.3
34.6
TOTAL LIABILITIES AND EQUITY 55,254.8 54,919.4

Consolidated interim statement of cash flows

Consolidated interim statement of cash flows
Consolidated statement of cash flows
(€Mn) Notes H1-2022 H1-2021 2021
OPERATING ACTIVITIES
Net result 699.0 (460.8) (991.3)
Depreciation & provisions (1)
Impairment of goodwill
(15.4)
-
16.5
-
9.3
145.9
Changes in value of property assets 187.2 738.0 1,197.3
Changes in value of financial instruments
Charges and income relating to stock options and similar items
(172.7)
9.8
(30.8)
8.3
95.1
12.5
Net capital gains/losses on disposal of investment properties (2) (36.1) (101.2) (208.3)
Share of the result of companies accounted for using the equity method 6.1 (84.8) 272.8 570.5
Income on financial assets
Dividend income from non-consolidated companies
(13.6)
(2.2)
(12.3)
(2.2)
(25.1)
(2.5)
Net financing costs 7.1.1 225.0 234.8 465.9
Income tax charge (income)
Cash flow before net financing costs and tax
48.8
845.0
(91.7)
571.4
(32.9)
1,236.4
Income on financial assets 13.6 12.3 25.1
Dividend income and result from companies accounted for using the equity method or non-consolidated
Income tax paid
211.7
(33.0)
144.1
(4.4)
271.2
(27.3)
Change in working capital requirement 90.4 28.3 215.2
TOTAL CASH FLOW FROM OPERATING ACTIVITIES 1,127.7 751.7 1,720.6
INVESTMENT ACTIVITIES
Property activities
Acquisition of subsidiaries, net of cash acquired
3.1 99.5
-
438.5
(28.0)
625.0
(28.2)
Amounts paid for works and acquisition of property assets 5.6 (411.9) (518.4) (888.9)
Repayment of property financing
Increase of property financing
5.6
(80.7)
3.7
(131.2)
14.6
(250.8)
Disposal of shares 522.3 294.6 854.7
Disposal of investment properties
Financial activities
64.2
(10.8)
817.8
0.9
923.6
(4.2)
Acquisition of financial assets (11.4) (1.8) (9.8)
Repayment of financial assets 0.6 2.8 5.9
Change in financial assets
TOTAL CASH FLOW FROM INVESTMENT ACTIVITIES
-
88.7
(0.1)
439.4
(0.3)
620.8
FINANCING ACTIVITIES
Capital increase of parent company 4.6 3.6 3.6
Change in capital from companies with non-controlling shareholders
Dividends paid to non-controlling shareholders of consolidated companies
-
(57.3)
1.2
(62.2)
4.3
(74.7)
Coupon on the Hybrid Securities (21.6) (21.6) (48.1)
New borrowings and financial liabilities
Repayment of borrowings and financial liabilities
442.3
(1,325.6)
1,302.1
(1,591.7)
1,832.5
(3,437.6)
Financial income 7.1.1 146.9 133.3 204.6
Financial expenses 7.1.1 (438.4) (417.6) (662.2)
Other financing activities
TOTAL CASH FLOW FROM FINANCING ACTIVITIES
7.2.5 (68.3)
(1,317.4)
21.0
(631.9)
(65.6)
(2,243.2)
Change in cash and cash equivalents during the period (101.0) 559.2 98.2
Net cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash held
2,239.7 2,127.8 2,127.8
13.7
7.2.7 (5.1) (2.1)
Consolidated interim statement of changes in equity
Hedging & Equity attributable
Consolidated statement of changes in equity Additional paid-in foreign currency External non- Total Shareholders'
(€Mn) Share capital Consolidated reserves translation Consolidated net result to the holders of Hybrid Securities (2) controlling interests
capital reserves (1) equity
the Stapled Shares
Equity as at Dec. 31, 2020 692.4 13,480.7 10,980.8 (547.8) (7,212.6) 17,393.5 1,988.5 3,413.0 22,795.0
Profit or loss of the period - - - - (420.7) (420.7) - (40.1) (460.8)
Other comprehensive income - - (2.7) 263.2 - 260.5 - - 260.5
Net comprehensive income - - (2.7) 263.2 (420.7) (160.2) - (40.1) (200.3)
Earnings appropriation - - (7,212.6) - 7,212.6 - - - -
Dividends related to 2020 - -
-
-
-
- - (62.2) (62.2)
Stock options, Performance shares and Company Savings Plan 0.6 2.9 - -
-
3.5 - - 3.5
Share based payment - - 8.7 - - 8.7 - - 8.7
Coupon on the Hybrid Securities - - (21.6) - - (21.6) - - (21.6)
Transactions with non-controlling interests - - (2.2) -
-
(2.2) - 3.2 1.0
Changes in scope of consolidation and other movements - - 1.1 - - 1.1 - (0.1) 1.0
Equity as at June 30, 2021 693.0 13,483.6 3,751.5 (284.6) (420.7) 17,222.8
(551.4)
1,988.5 3,313.8 22,525.1
(530.5)
Profit or loss of the period - -
-
- (551.4) - 20.9 298.2
Other comprehensive income - - 1.0 296.8 - 297.8 - 0.4
Net comprehensive income - - 1.0 296.8 (551.4) (253.6)
-
- 21.3 (232.3)
(12.5)
Dividends related to 2020 - -
-
-
-
- (12.5)
Share based payment - - 4.6 -
-
4.6 - - 4.6
Treasury shares - - 0.3 - - 0.3 - - 0.3
Coupon on the Hybrid Securities - - (26.5) -
-
(26.5) - - (26.5)
Transactions with non-controlling interests - - (21.1) -
-
(21.1) - 135.4 114.3
Changes in scope of consolidation and other movements - - 0.6 - - 0.6 - 0.1 0.7
Equity as at Dec. 31, 2021 693.0 13,483.6 3,710.4 12.2 (972.1) 16,927.1 1,988.5 3,458.1 22,373.7
Profit or loss of the period - -
-
- 601.0 601.0 - 98.0 699.1
Other comprehensive income - - 0.2 417.9 - 418.2 - - 418.2
Net comprehensive income - - 0.2 417.9 601.0 1,019.1 - 98.0 1,117.2
Earnings appropriation - - (972.1) - 972.1 - - -
-
Dividends related to 2021 - - - - - - - (57.3) (57.3)
Stock options, Performance shares and Company Savings Plan 0.8 3.7 - - - 4.5 - - 4.5
Share based payment - - 9.9 -
-
9.9 - - 9.9
Coupon on the Hybrid Securities - - (21.6) -
-
(21.6) - - (21.6)
Transactions with non-controlling interests - - (10.9) - - (10.9) - 282.3 271.4
Changes in scope of consolidation and other movements - - 1.0 -
-
1.0 - 0.2 1.2
Equity as at June 30, 2022 693.8 13,487.3 2,716.9 430.1 601.0 17,929.0 1,988.5 3,781.3 23,698.8
(1)
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of
foreign subsidiaries. The hedging reserve is used to record the effect of hedging net investments in foreign operations.
(2)
In 2018, URW issued €2,000 Mn of hybrid securities. These hybrid securities are deeply subordinated perpetual instruments with a coupon

Consolidated interim statement of changes in equity

(2) In 2018, URW issued €2,000 Mn of hybrid securities. These hybrid securities are deeply subordinated perpetual instruments with a coupon deferral option and are accounted for in equity. This issuance was made in two tranches:

  • €1,250 Mn with a 2.125% coupon and callable after 5.5 years;

  • €750 Mn with a 2.875% coupon and callable after 8 years.

II. NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT EVENTS OF THE FIRST HALF OF 2022

The activity of the Group is not significantly affected by seasonality.

1.1. Impact of COVID-19 pandemic

Overview of restrictions in H1-2022

The operations in URW shopping centres remained impacted by restrictions in the first few months of 2022. In Q1, the Omicron wave, with a record high number of COVID-19 cases, led to restrictions in all the countries where the Group operates, including guidance to work from home, capacity restrictions, reduced opening hours for F&B and leisure, restrictions for non-vaccinated persons and mask mandates, holding back the recovery.

In the Netherlands, this led to a full lockdown at the beginning of the year; all non-essential stores were allowed to reopen on January 16, 2022, while F&B and leisure reopened on January 26, 2022. Operations in Germany and Austria were also impacted by stringent restrictions. Proof of vaccination or negative test was required to visit shopping centres until February 18 in Germany and March 4 in Austria, and for F&B and leisure until April 3 in Germany and April 15 in Austria.

From May 2022 onwards, no restrictions are applicable anymore in any of the regions in which the Group operates.

Rent relief and government support

Throughout the COVID-19 crisis, URW recognised the issues the Group's tenants faced due to administrative closures or trading restrictions and the need to provide relief, generally limited to the period of closure and based on the principle of a fair sharing of the burden. These negotiations were focused on providing a one-off rent relief, not on permanently changing lease terms or structures.

With all major restrictions being lifted, URW did not provide any COVID-19 rent relief in H1-2022 regarding 2022 for its shopping centre activity. The 2022 P&L remained impacted by the straightlining of rent relief granted in 2020 and 2021 with a counterparty. In H1-2022, URW recorded for its retail activities a remaining total cash impact from COVID-19-related rent relief of -€0.7 Mn (vs -€196.3 Mn in H1-2021, due to the high level of restrictions over this period), while the impact of reversals and straightlining of rent relief granted in 2020 and 2021 was -€3.2 Mn (vs. +€19.1 Mn in H1-2021), resulting in a total P&L impact of -€3.9 Mn (vs. -€177.2 Mn in H1-2021).

1.2. Disposals/Acquisitions in the first half of 2022

Disposal of Solna Centrum

Further to the agreement entered into on December 20, 2021, URW completed on February 1, 2022, the sale of Solna Centrum to Alecta Fastigheter for an agreed Total Acquisition Cost of €272 Mn. The disposal result amounted to +€23.5 Mn and was recorded in the consolidated interim statement of comprehensive income.

Disposal of a 45% stake in the Westfield Carré Sénart shopping centre

On February 16, 2022, the Group completed the disposal of a 45% stake in Westfield Carré Sénart to Société Générale Assurances and BNP Paribas Cardif for an implied offer price of c. €1.0 Bn (at 100%). URW has granted the buyers a rental guarantee of up to €13.5 Mn (at 45%) for a duration of up to three years from closing of the transaction. The rental guarantee includes a clawback mechanism for URW in case of overperformance limited to guarantee payments related to the previous periods. The JV put in place a non-recourse seven-year mortgage loan for a total amount of €302 Mn.

URW will continue to control and manage the asset, which will remain fully consolidated. As a consequence, the result of the transaction was recorded in the equity attributable to the holders of the Stapled Shares for -€11.9 Mn, including the value of the rental guarantee and the transaction costs.

Disposal of two residential buildings at Westfield Hamburg

The Group disposed two residential buildings at Westfield Hamburg in January and March 2022 for a Net Disposal Price ("NDP") of €51 Mn. The disposal result amounted to +€4.5 Mn and was recorded in the consolidated interim statement of comprehensive income.

Sale of the site of the former Promenade Mall

On March 15, 2022, URW announced the sale of the 34-acre site of the former Promenade Mall, located in the San Fernando Valley of Los Angeles, to a group of private investors for \$150 Mn (at 100%, URW share 55%) reflecting a 60% premium to the latest appraisal.

As the company is accounted for under equity part, the URW's stake in the net disposal result of +€19.8 Mn is recorded within the share of the result of companies accounted for using the equity method.

Sale of Gera Arcaden

On March 29, 2022, the Group entered into an agreement with an institutional investor for the sale of Gera Arcaden for an agreed NDP of €116 Mn (at 100%, URW share 51%). The sale was completed on July 1, 2022.

As at June 30, 2022, the Group received the cash proceeds of €116 Mn. This amount is recorded as a prepaid income in the line other current liabilities of the consolidated interim statement of financial position and is shown in the line change in working capital requirement in the consolidated interim cash flows statement.

NOTE 2. ACCOUNTING POLICIES

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". As these are consolidated interim financial statements, they do not include all of the information required by IFRS and must be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2021.

The accounting principles applied for the preparation of these half-yearly consolidated financial statements are in accordance with IFRS and interpretations as adopted by the European Union as at June 30, 2022. These can be consulted on the website http://ec.europa.eu/finance/company-reporting/ifrs-financialstatements/index_en.htm.

2.1. IFRS basis adopted

The accounting principles and methods used are the same as those applied for the preparation of the annual consolidated financial statements as at December 31, 2021, except for the application of the new mandatory standards and interpretations described below.

Standards, amendments and interpretations effective as of January 1, 2022

  • Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and;
  • Annual Improvements 2018-2020.

These standards, amendments and interpretations do not have a significant impact on the Group's accounts as at June 30, 2022.

Standards, amendments and interpretations not mandatorily applicable as of January 1, 2022

The following text has been adopted by the European Union as at June 30, 2022, but not applied in advance by the Group:

  • IFRS 17 Insurance Contracts, including Amendments to IFRS 17;
  • Amendments to:
    • o IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies;
    • o IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates.

The following texts were published by the IASB but have not yet been adopted by the European Union:

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent and Classification of Liabilities as Current or Non-current - Deferral of Effective Date;
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction;
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information.

The measurement of the potential impacts of these texts on the consolidated accounts of URW is ongoing.

Following to the publication of IFRS IC, the Group performed a review of its SaaS contracts. These have no significant impact on the financial statements.

2.2. Estimates and assumptions

Certain amounts recorded in the consolidated financial statements reflect estimates and assumptions made by the management in the current context, including higher inflation, higher interest rates, uncertain geopolitical environment, the aftermath of the COVID-19 pandemic, 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. In particular, no further lockdowns or activity reduction due to energy shortage have been assumed, post June 2022.

The most significant judgements and estimates are set out in the following notes to the consolidated financial statements as at December 31, 2021: for the valuation of investment properties, in Note 5.1 "Investment properties", for the intangible assets and goodwill, in Notes 5.3 "Intangible assets" and 5.4 "Goodwill", for provision for rent relief in Note 4.4.1 "Gross rental income", for provision for doubtful debtors in Note 7.6.3 "Credit risk", and for fair value of financial instruments in Note 7.4 "Hedging instruments" respectively. Actual future results or outcomes may differ from these estimates. The property portfolio and intangible assets related to the Shopping Centres, Offices & Others and Convention & Exhibition segments are valued by independent appraisers. Appraisers make their independent assessments of current and forward-looking cash-flow profiles and usually reflect risk either in the cashflow forecasts (e.g., future rental levels, growth, investment requirements, void periods and incentives), in the applied required returns or discount rates or in the yield applied to capitalise the exit rent to determine an exit value.

NOTE 3. SCOPE OF CONSOLIDATION

3.1. Share deals: acquisitions in the first half of 2022

Acquisition of businesses, net of cash acquired (Consolidated statement of cash flows)

(€Mn) H1-2022 H1-2021 2021
Acquisition price of shares - (40.8) (41.0)
Cash and current accounts - 12.8 12.8
Acquisition of consolidated shares - (28.0) (28.2)

3.2. Result on disposal of investment properties and loss of control

The result on disposal of investment properties includes both the result on disposal of assets and the result on disposal of shares.

(€Mn) H1-2022 H1-2021 2021
Net capital gains/losses on disposal of assets 13.9 79.0 31.1
Proceeds from disposal of assets 62.6 1,113.2(1) 1,346.5(1)
Carrying values of disposed assets (48.7) (1,034.2) (1,315.4)
Net capital gains/losses on disposal of shares 22.2 22.2 177.2
Proceeds from disposal of shares 128.5 42.7 447.6
Carrying values of disposed shares (106.3) (20.5) (270.4)
Net capital gains/losses on disposal of investment properties 36.1 101.2 208.3

(1) The difference between the proceeds from disposal of assets in the Consolidated statement of comprehensive income and the disposal of investment properties in the Consolidated statement of cash flows corresponds mainly to the proceeds from disposals of foreclosed assets in the US, which had a very limited cash impact.

Disposal of shares (consolidated statement of cash flows)

(€Mn) H1-2022 H1-2021 2021
Net price of shares sold 405.2(2) 52.4 545.4
Cash and current accounts 117.1 242.2 309.3
Disposal of shares 522.3(1) 294.6 854.7

(1) In H1-2022, refers mainly to the disposals of Solna Centrum and Westfield Carré Sénart described in note 1.2.

(2) The disposal result of Westfield Carré Sénart is booked within the Equity attributable to the holders of the Stapled Shares as described in note 1.2 and as a result is not shown in the proceeds from disposal of shares in the Consolidated statement of comprehensive income.

3.3. External non-controlling interests

For H1-2022, this item comprised mainly non-controlling interests in the following entities:

  • Convention & Exhibition entities (€27.5 Mn);
  • Several shopping centres in France (€37.3 Mn, mainly Westfield Les 4 Temps, Westfield Parly 2,Westfield Forum des Halles and Westfield Carré Sénart);
  • Several shopping centres in Germany, Spain and Austria (€40.2 Mn).

NOTE 4. NET RECURRING RESULT AND SEGMENT REPORTING

4.1. Consolidated interim statement of comprehensive income on a proportionate basis

NOTE 4.
NET RECURRING RESULT AND SEGMENT REPORTING
4.1.
Consolidated interim statement of comprehensive income on a proportionate basis
Consolidated income statement H1-2022 Proportionate Total H1-2022 H1-2021 Proportionate Total H1-2021 2021 Proportionate Total 2021
(€Mn) IFRS Proportionate IFRS Proportionate IFRS Proportionate
Gross rental income 1,091.1 288.6 1,379.7 834.2 236.5 1,070.6 1,833.4 512.9 2,346.3
Ground rents paid
Service charge income
(23.2)
190.4
(0.6)
35.6
(23.8)
226.0
(17.4)
174.5
(0.3)
29.6
(17.6)
204.1
(39.1)
299.4
(0.6)
61.4
(39.7)
360.8
Service charge expenses
Property operating expenses
(215.8)
(130.4)
(42.0)
(54.3)
(257.8)
(184.8)
(208.7)
(160.2)
(38.5)
(64.2)
(247.2)
(224.4)
(356.3)
(365.7)
(80.7)
(140.5)
(437.0)
(506.2)
Operating expenses and net service charges (179.0) (61.3) (240.4) (211.8) (73.4) (285.1) (461.7) (160.4) (622.1)
Net rental income 912.1 227.3 1,139.3 622.4 163.1 785.5 1,371.8 352.4 1,724.2
Property development and project management revenue
Property development and project management costs
91.1
(74.8)
-
-
91.1
(74.8)
90.2
(58.2)
-
-
90.2
(58.2)
195.0
(158.2)
-
-
195.0
(158.2)
Net property development and project management income 16.3 - 16.3 32.0 - 32.0 36.8 - 36.8
Property services and other activities revenues 116.4 (0.4) 116.0 72.7 (0.1) 72.6 191.9 (0.0) 191.9
Property services and other activities expenses
Net property services and other activities income
(83.6)
32.8
(0.1)
(0.5)
(83.6)
32.3
(75.9)
(3.3)
(0.6)
(0.7)
(76.6)
(4.0)
(163.5)
28.4
(0.6)
(0.7)
(164.1)
27.7
Share of the result of companies accounted for using the equity method 84.8 (17.4) 67.4 (272.8) 244.2 (28.5) (570.5) 573.1 2.6
Income on financial assets 13.6 (5.6) 8.0 12.3 (4.1) 8.2 25.1 (8.9) 16.2
Contribution of companies accounted for using the equity method 98.4 (23.0) 75.4 (260.4) 240.1 (20.3) (545.4) 564.2 18.9
Corporate expenses (93.1) (2.0) (95.0) (87.4) (1.8) (89.2) (180.6) (2.4) (183.0)
Depreciation of other tangible and intangible assets
Administrative expenses
(14.8)
(107.9)
-
(2.0)
(14.8)
(109.9)
(16.3)
(103.6)
-
(1.8)
(16.3)
(105.4)
(32.9)
(213.5)
-
(2.4)
(32.9)
(215.9)
Acquisition and other costs (2.8) (0.0) (2.8) (0.9) - (0.9) (8.9) (0.1) (8.9)
Proceeds from disposal of investment properties
Carrying value of investment properties sold
191.2
(155.0)
65.9
(45.6)
257.1
(200.7)
1,155.9
(1,054.7)
0.0
(0.0)
1,155.9
(1,054.8)
1,794.1
(1,585.8)
4.2
(2.0)
1,798.3
(1,587.8)
Result on disposal of investment properties and loss of control (1) 36.1 20.3 56.4 101.2 (0.0) 101.1 208.3 2.3 210.6
Valuation gains on assets 507.8 36.2 544.0 238.0 23.6 261.6 580.8 71.5 652.4
Valuation losses on assets
Valuation movements on assets
(695.0)
(187.2)
(232.9)
(196.6)
(927.8)
(383.8)
(976.0)
(738.0)
(400.7)
(377.1)
(1,376.6)
(1,115.1)
(1,778.1)
(1,197.3)
(940.0)
(868.5)
(2,718.1)
(2,065.8)
Impairment of goodwill - - - - (6.1) (6.1) (145.9) (10.5) (156.4)
NET OPERATING RESULT 797.8 25.4 823.2 (350.7) 17.6 (333.1) (465.7) 36.7 (428.9)
Result from non-consolidated companies
Financial income
2.2
109.7
(0.0)
0.4
2.2
110.1
2.1
106.0
(0.0)
0.2
2.0
106.3
2.5
212.2
(0.0)
-
2.5
212.2
Financial expenses
Net financing costs
(334.7)
(225.0)
(25.3)
(24.9)
(360.0)
(249.9)
(340.9)
(234.8)
(23.0)
(22.8)
(363.9)
(257.6)
(678.1)
(465.9)
(46.4)
(46.4)
(724.5)
(512.3)
Fair value adjustment of net share settled bonds convertible into new and/or
existing shares (ORNANE)
0.3 - 0.3 (2.1) - (2.1) (2.9) - (2.9)
Fair value adjustments of derivatives, debt and currency effect 172.1 6.5 178.7 32.9 (1.9) 31.0 (91.4) (1.8) (93.1)
Debt discounting
RESULT BEFORE TAX
0.3
747.8
-
7.0
0.3
754.8
-
(552.5)
-
(7.2)
-
(559.7)
(0.9)
(1,024.1)
-
(11.5)
(0.9)
(1,035.6)
Income tax expenses (48.8) (7.0) (55.8) 91.7 7.2 98.9 32.9 11.5 44.3
NET RESULT FOR THE PERIOD
Net result for the period attributable to:
699.0 (0.0) 699.0 (460.8) 0.0 (460.8) (991.3) 0.0 (991.3)
601.0 0.0 601.0 (420.7) 0.0 (420.7) (972.1) (0.0)
0.0
(972.1)
- The holders of the Stapled Shares
- External non-controlling interests
98.0 (0.0) 98.0 (40.1) (0.0) (40.1) (19.2) (19.2)

4.2. Consolidated interim statement of financial position on a proportionate basis

4.2.
Consolidated interim statement of financial position on a proportionate basis
Consolidated statement of financial position (€Mn) June 30, 2022 Proportionate June 30, 2022 Dec. 31, 2021 Proportionate Dec. 31, 2021
IFRS Proportionate IFRS Proportionate
NON CURRENT ASSETS
Investment properties
51,243.3
39,899.9
1,964.6
9,256.4
53,207.9
49,156.3
51,189.9
39,997.9
2,030.9
9,036.5
53,220.8
49,034.4
Investment properties at fair value 38,767.0 9,190.0 47,957.0 38,642.1 8,969.2 47,611.3
Investment properties at cost
Shares and investments in companies accounted for using the equity method
1,132.9
8,626.1
66.4
(7,371.0)
1,199.3
1,255.1
1,355.8
8,286.2
67.3
(7,091.6)
1,423.1
1,194.6
Other tangible assets 139.5 3.1 142.6 145.9 3.0 148.9
Goodwill
Intangible assets
1,079.2
862.9
61.0
-
1,140.2
862.9
1,079.2
844.8
71.1
-
1,150.3
844.8
Investments in financial assets 391.4 11.2 402.6 370.7 11.3 382.0
Deferred tax assets
Derivatives at fair value
22.9
221.4
-
3.9
22.9
225.3
22.3
442.9
-
0.6
22.3
443.5
CURRENT ASSETS 4,011.5 524.6 4,536.1 3,729.5 389.7 4,119.2
Properties or shares held for sale
Inventories
691.3
47.9
84.1
13.7
775.3
61.6
311.3
37.4
0.0
11.0
311.3
48.4
Trade receivables from activity 524.4 128.8 653.3 532.5 136.3 668.8
Tax receivables
Other receivables
159.2
436.8
5.8
66.8
165.0
503.6
184.8
407.4
1.8
54.3
186.6
461.7
Cash and cash equivalents 2,151.9 225.4 2,377.3 2,256.1 186.3 2,442.4
TOTAL ASSETS 55,254.8 2,489.2 57,744.0 54,919.4 2,420.6 57,340.0
Equity attributable to the holders of the Stapled Shares
Share capital
17,929.0
693.8
-
-
17,929.0
693.8
16,927.1
693.0
-
-
16,927.1
693.0
Additional paid-in capital 13,487.3 - 13,487.3 13,483.6 - 13,483.6
Consolidated reserves
Hedging and foreign currency translation reserves
2,716.9
430.1
-
-
2,716.9
430.1
3,710.4
12.2
-
-
3,710.4
12.2
Consolidated result 601.0 - 601.0 (972.1) - (972.1)
- Equity attributable to Unibail-Rodamco-Westfield SE members
- Equity attributable to Unibail-Rodamco-Westfield N.V. members
18,197.9
(268.9)
-
-
18,197.9
(268.9)
17,320.6
(393.5)
-
-
17,320.6
(393.5)
Hybrid securities 1,988.5 - 1,988.5 1,988.5 - 1,988.5
External non-controlling interests
TOTAL SHAREHOLDERS' EQUITY
3,781.3
23,698.8
-
-
3,781.3
23,698.8
3,458.1
22,373.7
-
-
3,458.1
22,373.7
NON CURRENT LIABILITIES 28,669.4 1,923.9 30,593.3 28,987.9 1,860.7 30,848.6
Non-current commitment to external non-controlling interests
Non-current bonds and borrowings
32.8
24,835.3
1.9
1,788.8
34.7
26,624.1
95.0
24,774.6
2.0
1,711.1
97.0
26,485.7
Non-current lease liabilities 851.8 9.4 861.2 752.6 8.6 761.2
Derivatives at fair value
Deferred tax liabilities
648.7
1,868.3
-
102.4
648.7
1,970.7
1,067.2
1,893.4
0.2
121.4
1,067.4
2,014.8
Non-current provisions 59.1 2.7 61.8 55.5 0.2 55.7
Guarantee deposits
Amounts due on investments
220.7
52.7
18.5
0.2
239.2
52.9
200.9
54.1
16.9
0.3
217.8
54.4
Other non-current liabilities 100.0 - 100.0 94.6 - 94.6
CURRENT LIABILITIES
Liabilities directly associated with properties or shares classified as held for sale
2,886.6
-
565.3
84.1
3,451.9
84.1
3,557.8
-
559.9
-
4,117.7
-
Current commitment to external non-controlling interests 4.5 - 4.5 4.8 0.1 4.9
Amounts due to suppliers and other creditors
Amounts due to suppliers
1,087.6
195.1
158.8
44.0
1,246.4
239.1
1,244.7
229.0
186.1
46.4
1,430.8
275.4
Amounts due on investments 391.9 38.3 430.2 473.7 44.7 518.4
Sundry creditors
Other current liabilities
500.6
833.1
76.5
24.3
577.1
857.4
541.9
667.4
95.0
19.8
636.9
687.2
- - - 500.3 - 500.3
Net share settled bonds convertible into new and/or existing shares (ORNANE) 884.3
55.0
297.4
0.7
1,181.7
55.7
1,073.7
32.3
353.3
0.6
1,427.0
32.9
Current borrowings and amounts due to credit institutions
Current lease liabilities
Current provisions
TOTAL LIABILITIES AND EQUITY
22.1
55,254.8
-
2,489.2
22.1
57,744.0
34.6
54,919.4
-
2,420.6
34.6
57,340.0
4.3. Net result by segment on a proportionate basis
Net result by segment on a proportionate basis
(€Mn)
H1-2022 H1-2021 (1) 2021 (1)
Recurring activities Non-recurring activities (2) Result Recurring activities Non-recurring activities (2) Result Recurring activities Non-recurring activities (2) Result
Gross rental income
Operating expenses and net service charges
285.7
(25.7)
-
-
285.7
(25.7)
225.7
(48.4)
-
-
225.7
(48.4)
481.9
(64.7)
-
-
481.9
(64.7)
FRANCE Net rental income
Contribution of companies accounted for using the equity method
260.0
14.1
-
39.5
260.0
53.6
177.3
21.8
-
(3.3)
177.3
18.5
417.2
37.3
-
(8.6)
417.2
28.7
Gains/losses on sales of properties
Valuation movements on assets
Impairment of goodwill
-
-
-
(0.9)
6.2
-
(0.9)
6.2
-
-
-
-
(9.6)
(98.9)
-
(9.6)
(98.9)
-
-
-
-
(11.5)
(314.0)
-
(11.5)
(314.0)
-
Result from operations Shopping Centres France
Gross rental income
274.1
90.5
44.8
-
319.0
90.5
199.1
68.8
(111.8)
-
87.3
68.8
454.5
145.3
(334.0)
-
120.5
145.3
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
(7.3)
83.2
-
-
-
-
(7.3)
83.2
-
(6.9)
61.9
-
-
-
-
(6.9)
61.9
-
(19.1)
126.2
-
-
-
-
(19.1)
126.2
-
SPAIN Gains/losses on sales of properties
Valuation movements on assets
-
-
(0.0)
34.2
(0.0)
34.2
-
-
0.0
(45.2)
0.0
(45.2)
-
-
0.0
(50.5)
0.0
(50.5)
Impairment of goodwill
Result from operations Shopping Centres Spain
-
83.2
-
34.2
-
117.4
-
61.9
-
(45.1)
-
16.7
-
126.2
-
(50.5)
-
75.7
Gross rental income
Operating expenses and net service charges
Net rental income
410.1
(117.5)
292.6
-
-
-
410.1
(117.5)
292.6
374.3
(119.3)
255.0
-
-
-
374.3
(119.3)
255.0
759.0
(280.0)
479.0
-
-
-
759.0
(280.0)
479.0
UNITED STATES Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
1.5
-
(21.5)
30.4
(20.0)
30.4
2.8
-
(15.2)
87.5
(12.4)
87.5
5.2
-
(17.2)
57.7
(12.0)
57.7
Valuation movements on assets
Impairment of goodwill
-
-
(375.2)
-
(375.2)
-
-
-
(372.6)
-
(372.6)
-
-
-
(1,049.0)
-
(1,049.0)
-
Result from operations Shopping Centres United States
Gross rental income
Operating expenses and net service charges
294.1
114.2
4.7
(366.4)
-
-
(72.2)
114.2
4.7
257.8
78.2
(9.3)
(300.3)
-
-
(42.6)
78.2
(9.3)
484.2
191.2
(29.7)
(1,008.5)
-
-
(524.3)
191.2
(29.7)
CENTRAL
EUROPE
Net rental income
Contribution of companies accounted for using the equity method
118.9
18.3
-
15.6
118.9
33.9
68.9
9.5
-
(31.1)
68.9
(21.6)
161.5
24.2
-
(15.2)
161.5
9.0
Gains/losses on sales of properties
Valuation movements on assets
-
-
(0.3)
116.0
(0.3)
116.0
-
-
5.0
(99.8)
5.0
(99.8)
-
-
6.8
(38.1)
6.8
(38.1)
Impairment of goodwill
Result from operations Shopping Centres Central Europe
-
137.2
-
131.3
-
268.5
-
78.4
-
(125.9)
-
(47.5)
-
185.7
(145.2)
(191.7)
(145.2)
(6.0)
SHOPPING CENTRES Gross rental income
Operating expenses and net service charges
Net rental income
72.5
(16.2)
56.3
-
-
-
72.5
(16.2)
56.3
42.0
(6.8)
35.2
-
-
-
42.0
(6.8)
35.2
112.3
(24.0)
88.3
-
-
-
112.3
(24.0)
88.3
AUSTRIA Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Valuation movements on assets
Impairment of goodwill
-
-
16.3
-
16.3
-
-
-
(58.8)
-
(58.8)
-
-
-
(53.5)
-
(53.5)
-
Result from operations Shopping Centres Austria
Gross rental income
Operating expenses and net service charges
56.3
69.2
(0.9)
16.3
-
-
72.5
69.2
(0.9)
35.2
43.9
(12.7)
(58.8)
-
-
(23.6)
43.9
(12.7)
88.3
116.0
(24.8)
(53.5)
-
-
34.8
116.0
(24.8)
GERMANY Net rental income
Contribution of companies accounted for using the equity method
68.3
1.4
-
2.3
68.3
3.7
31.2
0.2
-
(5.0)
31.2
(4.8)
91.2
1.4
-
(8.2)
91.2
(6.9)
Gains/losses on sales of properties
Valuation movements on assets
-
-
(0.5)
(201.0)
(0.5)
(201.0)
-
-
(2.4)
(136.1)
(2.4)
(136.1)
-
-
(2.2)
(219.9)
(2.2)
(219.9)
Impairment of goodwill
Result from operations Shopping Centres Germany
-
69.7
-
(199.2)
-
(129.6)
-
31.4
(6.1)
(149.5)
(6.1)
(118.2)
-
92.6
(11.2)
(241.5)
(11.2)
(149.0)
Gross rental income
Operating expenses and net service charges
Net rental income
58.6
(7.0)
51.5
-
-
-
58.6
(7.0)
51.5
60.3
(6.8)
53.5
-
-
-
60.3
(6.8)
53.5
121.2
(13.9)
107.3
-
-
-
121.2
(13.9)
107.3
NORDICS Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
-
-
-
23.4
-
23.4
-
-
-
-
-
-
-
-
-
57.0
-
57.0
Valuation movements on assets
Impairment of goodwill
-
-
5.3
-
5.3
-
-
-
(41.3)
-
(41.3)
-
-
-
(29.9)
-
(29.9)
-
Result from operations Shopping Centres Nordics
Gross rental income
Operating expenses and net service charges
51.5
50.8
(5.9)
28.7
-
-
80.2
50.8
(5.9)
53.5
36.3
(9.8)
(41.3)
-
-
12.2
36.3
(9.8)
107.3
79.9
(19.3)
27.0
-
-
134.4
79.9
(19.3)
NETHERLANDS
THE
Net rental income
Contribution of companies accounted for using the equity method
44.9
-
-
-
44.9
-
26.5
-
-
-
26.5
-
60.6
-
-
-
60.6
-
Gains/losses on sales of properties
Valuation movements on assets
-
-
0.0
19.6
0.0
19.6
-
-
(0.0)
12.8
(0.0)
12.8
-
-
(0.0)
44.4
(0.0)
44.4
Impairment of goodwill
Result from operations Shopping Centres The Netherlands
Gross rental income
44.9
98.6
-
19.6
-
-
-
64.5
98.6
26.5
73.5
-
-
12.8
-
-
39.3
73.5
60.6
169.2
-
-
44.4
-
-
105.0
169.2
UNITED KINGDOM Operating expenses and net service charges
Net rental income
(36.8)
61.7
-
-
(36.8)
61.7
(29.8)
43.7
-
-
(29.8)
43.7
(68.1)
101.1
-
-
(68.1)
101.1
Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Valuation movements on assets
Impairment of goodwill
-
-
(53.2)
-
(53.2)
-
-
-
(278.9)
-
(278.9)
-
-
-
(364.9)
-
(364.9)
-
Result from operations Shopping Centres United Kingdom
TOTAL RESULT FROM OPERATIONS SHOPPING CENTRES
61.7 (53.2)
1,072.8
(343.9)
8.6 43.7
728.9
787.5
(278.9) (235.2) 101.1 (364.9) (263.8)

4.3. Net result by segment on a proportionate basis

H1-2022 H1-2021 (1) 2021 (1)
Net result by segment on a proportionate basis (€ Mn) Recurring activities Non-recurring activities (2) Result Recurring activities Non-recurring activities (2) Result Recurring activities Non-recurring activities (2)
Gross rental income
Operating expenses and net service charges
Net rental income
27.3
(1.9)
25.4
-
-
-
27.3
(1.9)
25.4
18.2
0.4
-
-
18.6
-
18.2
0.4
18.6
37.2
(2.3)
-
-
34.9
-
FRANCE Contribution of companies accounted for using the equity method
Gains/losses on sales of properties
Valuation movements on assets
(0.0)
-
-
4.2
(0.2)
49.1
4.2
(0.2)
49.1
-
-
-
-
5.2
94.7
-
5.2
94.7
(0.0)
-
-
0.2
74.3
135.7
OFFICES & OTHERS Impairment of goodwill
Result from operations Offices & Others France
Gross rental income
-
25.4
12.8
-
53.1
-
-
78.5
12.8
-
18.6
18.8
-
99.9
-
-
118.5
18.8
-
34.9
36.3
-
-
210.1
-
Operating expenses and net service charges
Net rental income
Contribution of companies accounted for using the equity method
(4.3)
8.5
-
-
-
-
- (4.3)
8.5
(5.5)
-
-
13.3
-
-
(5.5)
13.3
-
(11.0)
-
-
25.3
-
-
-
OTHER COUNTRIES
Gains/losses on sales of properties
Valuation movements on assets
-
-
4.5
4.0
4.5
4.0
-
-
15.5
1.3
15.5
1.3
-
-
28.5
21.5
Result from operations Offices & Others Other countries
TOTAL RESULT FROM OPERATIONS OFFICES & OTHERS
8.5
33.9
8.5
61.6
17.0
95.5
13.3
31.9
16.8
116.7
30.1
148.6
25.3
60.1
50.0
260.2
Gross rental income
Operating expenses and net service charges
Net rental income
89.5
(21.6)
67.9
-
-
-
(21.6) 89.5
67.9
30.7
(30.2)
-
-
0.4
-
30.7
(30.2)
0.4
96.8
(65.3)
-
-
31.5
-
CONVENTION &
EXHIBITION
FRANCE
On-site property services net income
Contribution of companies accounted for using the equity method
26.6
-
-
-
26.6
-
(2.0)
-
-
-
(2.0)
-
23.7
-
-
-
-
Valuation movements, depreciation, capital gains
Impairment of goodwill
TOTAL RESULT FROM OPERATIONS C&E
-
-
94.5
(23.0)
-
(23.0)
(23.0)
-
71.5
-
-
(1.5)
(84.3)
-
(84.3)
(84.3)
-
(85.8)
-
-
55.2
(106.6)
-
-
(106.6)
Net property development and project management income
Other property services net income
16.3
16.7
-
-
16.3
16.7
32.0
8.9
-
-
32.0
8.9
36.8
27.2
-
-
Impairment of goodwill related to the property services
Corporate expenses
Acquisition and other costs
-
(95.0)
-
-
-
(2.8)
-
(95.0)
(2.8)
-
(89.2)
-
-
-
(0.9)
-
(89.2)
(0.9)
-
(183.0)
-
-
-
-
(8.9)
NET OPERATING RESULT BEFORE DEPRECIATION AND IMPAIRMENT OF ASSETS 1,139.2 (308.1) 831.1 769.6 (1,067.4) (297.8) 1,696.7 (2,028.6)
Depreciation and impairment of tangible and intangible assets (25.9) 18.0 (7.9) (27.2) (8.1) (35.3) (56.1) (41.0)
NET OPERATING RESULT 1,113.3 (290.1) 823.2 742.4 (1,075.5) (333.1) 1,640.7 (2,069.6)
Result from non consolidated companies
Financing result
2.2
(249.9)
-
179.3
2.2
(70.6)
2.0
(257.6)
-
28.9
2.0
(228.7)
2.5
(512.3)
-
(96.9)
RESULT BEFORE TAX 865.6 (110.8) 754.8 486.9 -
(1,046.6)
(559.7) 1,130.9 -
(2,166.5)
Income tax expenses
NET RESULT FOR THE PERIOD
(40.1)
825.5
(15.7)
(126.5)
(55.8)
699.0
12.9
499.8
85.9
(960.6)
98.9
(460.8)
(14.6)
1,116.3
59.0
(2,107.5)
SHARES External non-controlling interests
NET RESULT FOR THE PERIOD ATTRIBUTABLE TO THE HOLDERS OF THE STAPLED
(114.9)
710.6
16.9
(109.6)
(98.0)
601.0
(27.8)
472.0
67.9
(892.7)
40.1
(420.7)
(111.0)
1,005.3
130.2
(1,977.4)
(1) Following the creation of a new subtotal "Depreciation and impairment of tangible and intangible assets", the figures for H1-2021 and 2021
were accordingly restated.
(2) 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

4.3.1. Gross rental income

€Mn excluding taxes H1-2022 H1-2021 2021
Shopping Centres 1,250.1 1,002.9 2,176.0
France 285.7 225.7 481.9
Spain 90.5 68.8 145.3
United States 410.1 374.3 759.0
Central Europe 114.2 78.2 191.2
Austria 72.5 42.0 112.3
Germany 69.2 43.9 116.0
Nordics 58.6 60.3 121.2
The Netherlands 50.8 36.3 79.9
United Kingdom 98.6 73.5 169.2
Offices & Others 40.1 37.0 73.5
France 27.3 18.2 37.2
Other countries 12.8 18.8 36.3
Convention & Exhibition 89.5 30.7 96.8
Total 1,379.7 1,070.6 2,346.3

Gross rental income by segment on a proportionate basis

4.3.2. Net property services and other activities income

The Net property services and other activities income consists of on-site property service and other property services net operating result.

€Mn H1-2022 H1-2021 2021
Net property services and other activities income 32.3 (4.0) 27.7
On site property services net income-C&E 26.6 (2.0) 23.7
Depreciation of tangible and intangible assets-C&E (8.7) (8.6) (18.7)
Other property services net income 16.7 8.9 27.2
Depreciation of tangible and intangible assets - other property services (2.4) (2.4) (4.5)

4.4. Other information by segment

4.4.1. Reconciliation between the Results by segment and the income statement of the period on a proportionate basis

For H1-2022

4.4. Other information by segment
4.4.1.
Reconciliation between the Results by segment and the income statement of the
period on a proportionate basis
(€Mn) For H1-2022 Net rental income Net property
development
and project
management
income, net
property services and
other activities
income
Contribution of
companies accounted
for using the
equity method
Administra
tive expenses
Result on disposal of
investment properties
and shares
Valuation movements
on assets
Acquisition and other
costs
Impairment
of goodwill
Total net operating
result H1-2022
Shopping
Centres
Offices &
France
Spain
United States
Central Europe
Austria
Germany
Nordics
The Netherlands
United Kingdom
Total Shopping Centres
France
Others
Others
260.0
83.2
292.6
118.9
56.3
68.3
51.5
44.9
61.7
1,037.5
25.4
8.5
-
-
-
-
-
-
-
-
-
-
-
-
53.6
-
(20.0)
33.9
-
3.7
-
-
-
71.2
4.2
-
-
-
-
-
-
-
-
-
-
-
-
-
(0.9)
(0.0)
30.4
(0.3)
-
(0.5)
23.4
0.0
-
52.2
(0.2)
4.5
6.2
34.2
(375.2)
116.0
16.3
(201.0)
5.3
19.6
(53.2)
(431.9)
49.1
4.0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
319.0
117.4
(72.2)
268.5
72.5
(129.6)
80.2
64.5
8.6
728.9
78.5
17.0
C. & E. (1) Total Offices & Others
France
Not allocated
34.0
67.9
-
-
26.6
21.9
4.2
-
-
-
-
(109.9)
4.2
-
-
53.1
(23.0)
18.0
-
-
(2.8)
-
-
-
95.5
71.5
(72.7)

For H1-2021

(€Mn) For H1-2021 Net rental income Net property
development
and project
management
income, net
property services and
other activities
income
Contribution of
companies accounted
for using the
equity method
Administra
tive expenses
Result on disposal of
investment properties
and shares
Valuation movements
on assets
Acquisition and other
costs
Impairment
of goodwill
Total net operating
result
H1-2021 (2)
France
Spain
177.3
61.9
-
-
18.5
-
-
-
(9.6)
0.0
(98.9)
(45.2)
-
-
-
-
87.3
16.7
United States 255.0 - (12.4) - 87.5 (372.6) - - (42.6)
Central Europe 68.9 - (21.6) - 5.0 (99.8) - - (47.5)
Austria 35.2 - - - - (58.8) - - (23.6)
Shopping
Centres
Germany 31.2 - (4.8) - (2.4) (136.1) - (6.1) (118.2)
Nordics 53.5 - - - - (41.3) - - 12.2
The Netherlands 26.5 - - - (0.0) 12.8 - - 39.3
United Kingdom 43.7 - - - - (278.9) - - (235.2)
Total Shopping Centres
France
753.1
18.6
-
-
(20.3)
-
-
-
80.5
5.2
(1,118.7)
94.7
-
-
(6.1)
-
(311.5)
118.5
Offices &
Others
Others 13.3 - - - 15.5 1.3 - - 30.1
Total Offices & Others 31.9 - - - 20.6 96.1 - - 148.6
C. & E. (1) France 0.4 (2.0) - - - (84.3) - - (85.8)
Not allocated - 30.0 - (105.4) - (8.1) (0.9) - (84.4)
Total 785.5 28.0 (20.3) (105.4) 101.1 (1,115.0) (0.9) (6.1) (333.1)

The information by segment relating to the investment properties is presented in Note 5.1.

5.1. Investment properties

5.1.1. Investment properties at fair value: IFRS basis

(€Mn) June 30, 2022 Dec. 31, 2021
Shopping Centres 33,823.5 33,797.0
France 11,776.3 11,971.6
Spain 3,400.2 3,348.7
United States 5,545.1 5,151.1
Central Europe 3,803.1 3,692.6
Austria 2,213.3 2,187.9
Germany 1,687.8 1,804.8
Nordics 2,613.5 2,705.2
The Netherlands 1,540.8 1,665.8
United Kingdom 1,243.3 1,269.3
Offices & Others 2,439.4 2,343.6
France 1,837.2 1,754.9
Other countries 602.2 588.7
Convention & Exhibition 2,504.1 2,501.4
Total 38,767.0 38,642.1

The increase is explained in the table below.

(€Mn) Shopping
Centres
Offices &
Others
Convention &
Exhibition
Total
investment
properties
Properties held
for sale
Total
Dec. 31, 2021 33,797.0 2,343.6 2,501.4 38,642.1 270.4 38,912.5
Acquisitions 0.3 3.5 - 3.8 - 3.8
Entry into scope of
consolidation
- - - - - -
Capitalised expenses (1) 142.6 35.3 11.4 189.3 0.3 189.6
Disposals/exits from the
scope of consolidation (2)
0.3 (0.6) 0.0 (0.3) (258.6) (258.9)
Reclassification and transfer
of category (3)
(447.0) (4.7) 14.3 (437.4) 633.7 196.3
Discounting impact 1.2 - - 1.2 - 1.2
Valuation movements (5.2) 64.7 (22.9) 36.6 - 36.6
Currency translation 334.3 (2.5) - 331.8 (12.1) 319.7
June 30, 2022 33,823.5 2,439.4 2,504.1 38,767.0 633.7 39,400.7

(1) Capitalised expenses mainly relate to:

  • Shopping centres in France, in Spain and in the US;

  • Offices in France; and

  • Convention & Exhibition sites such as the Parc des Expositions in Porte de Versailles.

(2) Includes the disposals of Solna Centrum, accounted as Property held for sale on December 31, 2021 (see note 1.2 Disposals/Acquisitions in the first half of 2022).

(3) Includes mainly:

  • the reclassification from IPUC at costs to IPUC at fair value (mainly CNIT Extension and Cherry Park Retail);

  • the reclassification as Properties held for sale of Gera Arcaden, Almere Centrum, Carré Sénart Shopping Parc and Villeneuve 2 (see note 14 Subsequent events); and

  • the revaluation of the financial lease of LAX Airport (€84.0 Mn), the Parc des Expositions in Porte de Versailles (€8.2 Mn) and Le Bourget (€6.1 Mn).

Valuation assumptions and sensitivity of the fully consolidated assets

Considering the limited public data available, the complexity of real estate asset valuations, as well as the fact that appraisers use in their valuations the non-public rent rolls of the Group's assets, URW believes it is appropriate to classify its assets under Level 3 as per IFRS 13. In addition, unobservable inputs, including appraisers' assumptions on growth rates and Exit Cap Rate (ECR), are used by appraisers to determine the fair value of URW's assets.

In H1-2022, 94% of URW's portfolio was appraised by qualified independent appraisers.

The outstanding balances of deferred lease incentives and key money amortised over the enforceable duration of the lease, which corrected the appraisal value, represented -€170.3 Mn.

The following tables provide a number of 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. The table below doesn't include assets accounted for using the equity method.

Shopping Centres -
June 30, 2022
Net Initial
Yield
Rent in €
per sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
Max 7.1% 872 9.5% 12.1% 15.0%
France Min 3.4% 165 5.9% 4.0% 3.0%
Weighted average 4.4% 563 6.2% 4.3% 4.4%
Max 8.3% 541 12.5% 8.0% 4.1%
Spain Min 4.6% 125 7.2% 4.5% 2.3%
Weighted average 5.0% 372 7.7% 4.8% 3.1%
Max 7.9% 641 8.9% 8.6% 2.7%
Central Europe Min 4.9% 249 6.9% 5.0% 2.2%
Weighted average 5.3% 426 7.3% 5.2% 2.4%
Max 5.1% 420 6.5% 4.4% 2.7%
Austria Min 4.7% 344 6.4% 4.4% 2.3%
Weighted average 4.9% 381 6.4% 4.4% 2.5%
Max 6.7% 483 8.8% 6.8% 3.9%
Germany Min 4.5% 210 6.4% 4.4% 2.7%
Weighted average 5.2% 316 7.0% 5.0% 3.2%
Max 5.4% 435 7.6% 5.2% 5.9%
Nordics Min 3.7% 274 6.5% 4.3% 3.9%
Weighted average 4.3% 367 6.7% 4.5% 4.3%
Max 6.4% 357 7.4% 6.4% 4.3%
The Netherlands Min 4.3% 268 5.6% 4.5% 3.3%
Weighted average 5.0% 336 6.2% 5.2% 4.0%
Max 8.0% 1,632 9.5% 7.5% 8.3%
US Min 2.9% 383 6.0% 4.3% 1.2%
Weighted average 4.2% 768 6.6% 4.9% 4.1%

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

(d) Compounded Annual Growth Rate of Net Rental Income determined by the appraiser (duration of the DCF model used either 6 or 10 years).

A change of +25 basis points in Net Initial Yield, the main output of the appraisal models, would result in a downward adjustment of -€1,776 Mn (or -5.1%) to URW's Shopping Centre portfolio value (excluding assets under development, the Westfield trademark and the airport activities).

A change of +25 basis points in DR would have a negative impact of -€589 Mn (or -1.7%) on URW's Shopping Centre portfolio value (excluding assets under development, the Westfield trademark and the airport activities).

A change of +10 basis points in ECR would have a negative impact of -€532 Mn (or -1.5%) on URW's Shopping Centre portfolio value (excluding assets under development, the Westfield trademark and the airport activities).

A decrease of -5% in appraisers' Estimated Rental Value (ERV) assumptions for the leases to be signed during the model period would have a negative impact of -€1,355 Mn (or -3.9%) on URW's Shopping Centre portfolio value (excluding assets under development, the Westfield trademark and the airport activities).

Offices & Others

Appraisers value the Group's Offices & Others using the discounted cash flow and yield methodologies.

A change of +25 basis points in Net Initial Yield, the main output of the appraisal models, would result in a downward adjustment of -€134 Mn (-6.2%) of URW's Offices & Others portfolio value (occupied and vacant spaces, excluding assets under development).

Convention & Exhibition

A change of +25 basis points of the WACC as determined at June 30, 2022, would result in a downward adjustment of -€94.9 Mn (-4.5%) of the Convention & Exhibition portfolio value.

(€Mn) June 30, 2022 Dec. 31, 2021
Shopping Centres 691.3 897.2
France 139.6 229.0
Spain 140.3 140.3
United States 40.5 38.2
Central Europe 36.3 34.4
Austria - -
Germany 317.5 410.8
Nordics 17.1 12.5
The Netherlands - -
United Kingdom - 32.0
Offices & Others 441.6 458.6
France 106.4 106.0
Other countries 335.2 352.6
Convention & Exhibition - -
Total 1,132.9 1,355.8

5.1.2. Investment properties under construction at cost - IFRS basis

As at June 30, 2022, assets under construction valued at cost are notably:

  • office developments such as Sisters in La Défense;
  • mixed-used projects such as Westfield Hamburg.

Assets still carried at cost were subject to impairment tests as at June 30, 2022. A total impairment was booked for a net amount of -€237.9 Mn. It mainly corresponds to Westfield Hamburg.

(€Mn) Gross value Impairment Total investment
properties at cost
Properties held
for sale
Total
Dec. 31, 2021 1,613.1 (257.3) 1,355.8 40.9 1,396.7
Acquisitions - - - - -
Capitalised expenses (1) 117.2 - 117.2 1.6 118.8
Disposals/exits from the
scope of consolidation
(6.5) - (6.5) (41.5) (48.0)
Reclassification and transfer
of category
(94.7) - (94.7) - (94.7)
Write off (3.0) - (3.0) (0.9) (3.9)
Impairment / reversal (2) - (237.9) (237.9) - (237.9)
Currency translation 1.5 0.4 1.9 - 1.9
June 30, 2022 1,627.7 (494.7) 1,132.9 - 1,132.9

(1) Capitalised expenses mainly refer to investments in Westfield Hamburg.

(2) Impairment mainly refers to Westfield Hamburg.

5.2. Tangible assets

Net value
(€Mn)
Furniture and
equipment
Right-of-use
assets
Total
Dec. 31, 2021 80.4 65.5 145.9
Acquisitions and capitalised
expenses
4.7 - 4.7
Reclassification and transfer
of category
(2.2) 3.7 1.5
Disposals/exits from the
scope of consolidation
- - -
Depreciation (11.5) (7.0) (18.5)
Impairment / reversal (1) 3.1 - 3.1
Currency translation 1.0 1.8 2.8
June 30, 2022 75.6 64.0 139.5

(1) Impairment/reversal on Viparis assets according to the external appraisals.

5.3. Intangible assets

Net value (€Mn) PM/DD&C Trademark Rights and
exhibitions
Other
intangible
assets
Total
Dec. 31, 2021 253.9 425.8 135.1 30.0 844.8
Acquisitions - - - 1.0 1.0
Amortisation (4.8) - (1.0) (6.4) (12.2)
Impairment / reversal (1) 5.8 - 13.8 - 19.7
Currency translation 6.3 - - 1.0 7.4
Reclassification - - - 2.2 2.2
June 30, 2022 261.3 425.8 148.0 27.8 862.9

(1) The amount of reversal of impairment mainly relates to the Convention & Exhibition's intangible assets and the Property Management business in the US, partly offset by the impairment of the Property Management business in the UK and the Development, Design & Construction business in the US.

The net intangible assets correspond to:

  • The Property Management (PM) business in the US and the UK;
  • The Development, Design & Construction (DD&C) business in the US;
  • The Westfield trademark;
  • Rights and exhibitions: mainly Viparis entities;
  • Other intangible assets.

These assets are valued at least annually by independent external appraisers using the Discounted Cash Flow methodology or whenever there is an indication of impairment.

One of the main assumptions used to value these assets is the discount rate which stands between 7.5% to 10.5%.

PM and DD&C

As at June 30, 2022, impairment tests have been performed internally by updating the valuations of independent external appraisers for PM and DD&C, leading to an impairment of -€2.4 Mn for the PM in the UK and -€1.3 Mn for the DD&C in the US and a reversal of €9.5 Mn for the PM in the US.

A change of +25 basis points on the discount rate of PM and DD&C activities' intangible assets as determined at June 30, 2022, would result in an additional impairment of -€6.0 Mn.

A change of -10 basis points on the long-term growth rate of PM and DD&C activities' intangible assets as determined at June 30, 2022, would result in an additional impairment of -€1.4 Mn.

Trademark

For the Trademark, the impairment test performed was based on an independent external appraisal and no impairment was required.

A change of +25 basis points in the discount rate of the Trademark as determined at June 30, 2022, would lead to an impairment of -€14.9 Mn of the intangible asset.

A change of -10 basis points in the long-term growth rate of the Trademark as determined at June 30, 2022, would not lead to any impairment of the intangible asset. An impairment would be necessary with a change of -19 basis points in the long-term growth rate.

Rights and exhibitions

As at June 30, 2022, impairment tests were performed on the intangible assets relating to the Viparis entities based on the valuations of independent external appraisers. A reversal of impairment of +€13.8 Mn was recognised.

A change of +25 basis points on the WACC of Viparis intangible assets as determined at June 30, 2022, would result in a negative adjustment of -€29.8 Mn (-6.3%) on the appraisal value of the intangible assets. It would lead to an impairment of intangible assets for an amount of -€10.9 Mn.

5.4. Goodwill

Goodwill is carried at cost less any accumulated impairment losses. In compliance with IAS 36, the Group performs impairment testing, at least once a year or whenever there is an indication that an asset may be impaired at each reporting date.

As at June 30, 2022, the goodwill breaks down as follows:

Net Value
(€Mn)
Dec. 31, 2021 Disposal Impairment Currency
translation
June 30, 2022
Optimised value of deferred taxes 176.6 - - - 176.6
Fee business 119.3 - - - 119.3
Synergies and ability to generate
development projects
783.4 - - - 783.4
Total URW 1,079.2 - - - 1,079.2

The allocation of the goodwill per geographical segment breaks down as follows:

(€Mn) June 30, 2022
France Retail 731.0
Central Europe 87.3
Austria 72.9
Germany 177.8
Other 10.3
Total URW 1,079.2

The Group performed an impairment test for each category of goodwill.

Goodwill relating to optimised value of deferred taxes

Goodwill may arise on acquiring a business with an asset, where the Group inherits the fiscal basis of the asset. It is measured by the difference between the deferred taxes accounted for in the balance sheet according to IAS 12, and the effective taxes to be paid in case of a share deal. Therefore, the impairment test consists in a comparison between the accounting value of the goodwill and the potential tax optimisation existing at the date of reporting.

As at June 30, 2022, no impairment was recognised.

Goodwill relating to fee business

This goodwill relates to the fee business in Germany and in France.

Impairment tests are performed annually or when an impairment indicator is identified and are based on valuations performed by independent external appraisers, using the DCF method.

As at June 30, 2022, impairment tests were performed through an update by URW teams of the valuations of independent external appraisers, and no impairment was recognised.

Goodwill relating to synergies and ability to generate development projects

Part of this goodwill is related to the acquisition of URW Germany business in 2012. Impairment tests performed on this goodwill are based on an independent external appraisal, performed once a year as at December 31, or when there is an indication of impairment, and using the DCF method. As at June 30, 2022, no impairment was recognised.

Goodwill relating to the Westfield Corporation acquisition has been allocated per geographical segment as it is the lowest level within the Group at which goodwill is monitored. The allocation per geographical segment was performed based on the cost and revenue synergies expected to be generated as a result of the business combination. Since the geographical segments are the lowest level within the URW company at which goodwill is monitored, for internal management purposes, the impairment test is performed at geographical segment level and, as a result, in accordance with IAS 36 for a group of CGUs.

As at June 30, 2022, the only remaining value of the goodwill resulting from the Westfield acquisition is the one that was allocated to France Retail, the other geographical segments having been totally depreciated.

The goodwill allocated to France Retail was tested for impairment by comparing the net asset value of the geographical segment with the recoverable value which is determined as the higher of the fair value less cost of disposal and its value in use. The value in use calculated for the geographical segment was then compared to the net asset value.

The remaining value of the goodwill allocated to France Retail was found justified as at June 30, 2022.

The main assumptions for calculating the enterprise value are the WACC and the nominal long-term growth rates (LTGR) displayed in the table below.

France Retail
Dec. 31, 2021
WACC before tax in % 6.00%
Long-term Growth Rate in % 1.40%
CAGR of NRI in % 4.41%
June 30, 2022
WACC before tax in % 6.10%
Long-term Growth Rate in % 1.60%
CAGR of NRI in % 4.33%

An increase in the WACC, a decrease in the LTGR or a decrease in the compound annual growth rate (CAGR) of Net Rental Income as determined at June 30, 2022, would not necessarily result in a value in use lower than the net asset value as the net asset value includes investment properties which are carried at fair value. These changes would reduce the fair value of those properties and ultimately the net asset value.

Therefore, the impact of such changes should be viewed on a combined basis of the value in use and the net asset value to appreciate the net effect on the financial statements.

A change of +25 basis points in the WACC as determined at June 30, 2022, without any change in the LTGR or the CAGR would not lead to any additional impairment of goodwill.

A change of -10 basis points in the LTGR as determined at June 30, 2022, without any change in the WACC or the CAGR would not lead to any additional impairment of goodwill.

A change of -50 basis points in the CAGR of Net Rental Income as determined at June 30, 2022, without any change in the WACC or the LTGR would not lead to any additional impairment of goodwill.

5.5. Valuation movements on assets

This item reflects changes in market valuation of investment properties, impairment and reversal on tangible and intangible assets and amortisation of fair value of assets recorded for the purpose of purchase price allocation.

(€Mn) H1-2022 H1-2021 2021
Investment properties at fair value 36.6 (722.8) (1,116.2)
Shopping Centres (5.2) (730.2) (1,176.8)
Offices & Others 64.7 92.2 167.2
Convention & Exhibition (22.9) (84.8) (106.6)
Investment properties at cost (241.8) (7.1) (40.1)
Tangible and intangible assets (18.0) (8.1) (41.0)
Total (187.2) (738.0) (1,197.3)

5.6. Amounts paid for works and acquisition/disposal of property assets (Consolidated statement of cash flows)

In the first half of 2022, the amount paid for works and acquisition of property assets was €411.9 Mn. This comprises acquisitions, transaction capitalised costs, works and capitalised expenses and is adjusted for the variations on amounts due on investments in the period.

The disposal of investment properties which stands at €64.2 Mn mainly reflects the impact of the disposals of two residential buildings at Westfield Hamburg. The disposal of shares which stands at €522.3 Mn mainly reflects the impact of the disposals of 45% stake in the Westfield Carré Sénart shopping centre and the disposal of Solna Centrum.

NOTE 6. SHARES AND INVESTMENTS IN COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

6.1. Changes in shares and investments in companies accounted for using the equity method

(€Mn) June 30,
2022
Dec. 31,
2021
Shares in Shopping Centres and Convention & Exhibition companies 7,705.7 7,370.5
Loans granted to Shopping Centres and Convention & Exhibition companies 920.5 915.7
Total shares and investments in companies accounted for using the equity method 8,626.1 8,286.2
Shares and investments in companies held for sale 55.9 -
Total shares and investments in companies under equity method (including shares held for
sale)
8,682.0 8,286.2

The main change relates to the exchange impact on the shares held in the USA.

Statements of financial position of joint ventures

The main items of the statements of financial position of joint ventures are presented in aggregate in the tables below. These items are stated in Group share including restatements for consolidation purposes.

(€Mn) June 30, 2022 Dec. 31, 2021
Investment properties 9,256.4 9,036.5
Other non-current assets 18.2 14.9
Current assets 524.6 389.7
Total assets 9,799.2 9,441.1
Restated shareholders' equity 6,840.0 6,551.7
Deferred tax liabilities 102.4 121.4
Internal borrowings 470.0 468.8
External borrowings (1) 2,096.3 2,073.6
Other non-current liabilities 23.3 19.6
Current liabilities 267.2 206.0
Total liabilities and equity 9,799.2 9,441.1

(1) Includes current and non-current borrowings.

Statements of financial position of associates

The main items of the statements of financial position of associates are presented in aggregate in the tables below. These items are stated in Group share including restatements for consolidation purposes.

(€Mn) June 30, 2022 Dec. 31, 2021
Investment properties 1,848.5 1,832.9
Other non-current assets 57.6 25.2
Current assets 136.8 115.8
Total assets 2,042.9 1,973.9
Restated shareholders' equity 804.7 747.6
Deferred tax liabilities 117.2 113.3
Internal borrowings 450.4 447.0
External borrowings 564.9 569.2
Other non-current liabilities 51.4 48.0
Current liabilities 54.2 48.8
Total liabilities and equity 2,042.9 1,973.9

Share of the result of companies accounted for using the equity method and income on financial assets

The contribution of affiliates breaks down as follows:

H1-2022 H1-2021
(€Mn) Recurring
activities
Non
recurring
activities (1)
Result Recurring
activities
Non
recurring
activities (1)
Result
Income from stake in Shopping Centres and
Convention & Exhibition companies
217.4 (132.6) 84.8 159.7 (432.5) (272.8)
Total share of income from companies
accounted for using the equity method
217.4 (132.6) 84.8 159.7 (432.5) (272.8)
Interests on the loans granted to Shopping
Centres companies
13.6 - 13.6 12.3 - 12.3
Total interests on loans granted to companies
accounted for using the equity method
13.6 - 13.6 12.3 - 12.3

6.2. Valuation assumptions and sensitivity

Shopping centres

Interests on the loans granted to Shopping
Centres companies
13.6 -
13.6
12.3 - 12.3
Total interests on loans granted to companies
accounted for using the equity method
13.6 -
13.6
12.3 - 12.3
(1) Corresponds mainly to the fair value adjustment on the underlying investment properties;
6.2. Valuation assumptions and sensitivity
The following tables provide a number of quantitative data in order to assess the fair valuation of the Group's assets
accounted for using the equity method.
Shopping centres
All shopping centres are valued using the discounted cash flow and / or yield methodologies.
Shopping Centres -
June 30, 2022
Net Initial
Yield
Rent in €
per sqm (a)
Discount Rate
(b)
Exit
Capitalisation
Rate
(c)
CAGR of
NRI
(d)
Max 7.0% 915 8.7% 6.8% 4.4%
Europe Min 4.2% 131 6.3% 4.3% 1.9%
Weighted average 5.3% 365 7.0% 5.5% 2.9%
Max 8.6% 1,096 9.8% 8.0% 8.7%
US Min 3.2% 340 6.2% 4.3% 0.2%

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

(d) Compounded Annual Growth Rate of Net Rental Income determined by the appraiser (duration of the DCF model used either 6 or 10 years)

A change of +25 basis points in NIY, the main output of the appraisal models, would result in a downward adjustment of -€476 Mn (or -5.2%) to URW's Shopping Centre portfolio value (excluding assets under development).

A change of +25 bps in DR would have a negative impact of -€171 Mn (or -1.9%) on URW's standing Shopping Centre portfolio value (excluding assets under development and the assets not controlled by URW).

A change of +10 bps in ECR would have a negative impact of -€114 Mn (or -1.2%) on URW's standing Shopping Centre portfolio value (excluding assets under development and the assets not controlled by URW).

A decrease of -5% in appraisers' ERV assumptions for the leases to be signed during the model period would have a negative impact of -€276 Mn (or -3.0%) on URW's standing Shopping Centre portfolio value (excluding assets under development and the assets not controlled by URW).

6.3. Transactions with related-parties (joint-ventures and associates)

To the Group's knowledge, there are neither shareholders' pacts nor persons or groups of persons exercising or who could exercise control over the Group.

The main related party transactions refer to transactions with companies accounted for using the equity method.

(€Mn) June 30, 2022 Dec. 31, 2021
Shopping Centres and Convention & Exhibition companies
Loans (1) 986.9 963.1
Recognised interest 13.6 25.1
Current account in debit 5.8 18.4
Current account in credit (38.5) (35.0)
Asset management fees invoiced and other fees 69.3 204.2

(1) Corresponds to 100% of the financing in the shopping centres investment.

All of these transactions are based on market prices.

7.1. Financing result

7.1.1. Net financing costs

(€Mn) H1-2022 H1-2021 2021
Security transactions 0.4 1.7 2.9
Other financial interest 9.1 7.0 14.7
Interest income on derivatives 100.2 97.3 194.6
Subtotal financial income 109.7 106.0 212.2
Security transactions (0.4) 0.1 (0.3)
Interest on bonds and EMTNs (241.7) (240.0) (485.3)
Interest and expenses on borrowings (32.4) (29.6) (63.5)
Interest on lease liability (23.7) (23.7) (46.9)
Interest on preferred shares (5.1) (7.8) (6.0)
Interest on partners' advances (13.6) (10.8) (24.5)
Other financial interest (0.9) (2.7) (1.2)
Interest expenses on derivatives (37.6) (46.6) (91.5)
Financial expenses before capitalisation of financial expenses (355.2) (361.1) (719.3)
Capitalised financial expenses 20.5 20.3 41.2
Subtotal net financial expenses (334.7) (340.9) (678.1)
Total net financial costs (225.0) (234.8) (465.9)

Financial income and expenses from the consolidated statement of cash flows correspond to cash amounts of financial interest paid and received during the period. They do not include any non-cash items such as accrued interest and amortisation of issuance costs.

7.1.2. Fair value adjustment of derivatives, debts and currency effect

(€Mn) H1-2022 H1-2021 2021
Mark-to-market of the ORNANEs 0.3 (2.1) (2.9)
Currency impact (31.2) (19.1) (29.3)
Restructuring of debt, hedges and mark-to-market of derivatives 128.6 89.6 (28.4)
Debt discounting and other items 75.1 (37.6) (34.5)
Total non-recurring financial result 172.8 30.8 (95.1)

7.2. Financial liabilities

7.2.1. Main financing transactions in the first half of 2022

ORNANEs:

€500 Mn of net share settled bonds convertible into new and/or existing URW stapled shares (ORNANE) issued in April 2015 matured and were refunded on January 1, 2022.

Short to medium term paper:

URW accessed the money markets by issuing short-term paper. The average outstanding amount of short-term paper1 in H1-2022 stood at €185 Mn, below the average amount in 2021 (€682 Mn) due to the high liquidity position in H1-2022.

Bank debt:

The Group signed during H1-2022:

  • A €75 Mn bilateral credit facility with an average maturity of 5 years.
  • A non-recourse mortgage loan, for a total amount of €302 Mn with a 7-year maturity in the context of the disposal of a 45% stake in Westfield Carré Sénart. This debt is fully consolidated in URW's accounts2 .
  • A non-recourse mortgage loan to refinance a maturing mortgage loan on Westfield CentrO for an amount of €700 Mn with a 7-year maturity. This debt is consolidated at share in the Group's proportionate accounts3 .

1 Neu CP.

2 As Westfield Carré Sénart remains fully consolidated, the €302 Mn non-recourse debt raised by the asset-owning JV, held at 55% by URW, is fully consolidated at 100% in URW's IFRS and proportionate debt.

3 As Westfield CentrO is consolidated at 50% (at share) in URW's proportionate accounts, only €350.1 Mn (URW share) of the non-recourse debt raised by the asset-owning JV, is consolidated in URW's proportionate debt. No debt consolidated under IFRS.

Outstanding duration to maturity (€Mn) Current Non-current Total Total
Less than 1
year
1 year to 5
years
More than
5 years
June 30, 2022 Dec. 31, 2021
Net share settled bonds convertible into new - - - - 500.3
and/or existing shares (ORNANE) 500.0
Principal debt - - - - 0.3
Mark-to-market of debt - - - -
Accrued interest - - - - -
Bonds and EMTNs 433.1 8,990.1 13,085.3 22,508.5 22,793.8
Principal debt (1) 467.0 8,993.8 13,081.8 22,542.6 22,733.0
Accrued interest 133.6 - - 133.6 242.9
Issuance costs (80.0) - - (80.0) (86.5)
Bond redemption premium (85.3) - - (85.3) (91.5)
Mark-to-market of debt (2.2) (3.7) 3.5 (2.4) (4.1)
Bank borrowings 141.2 456.1 863.4 1,460.7 1,384.2
Principal debt 150.0 463.1 863.4 1,476.5 1,395.1
Accrued interest 6.4 - - 6.4 5.4
Borrowings issue fees (32.6) - - (32.6) (25.0)
Bank overdrafts & current accounts to balance out 18.4 - - 18.4 16.4
cash flow
Mark-to-market of debt (1.0) (7.0) - (8.0) (7.7)
Other financial liabilities 310.0 108.7 1,331.6 1,750.3 1,670.3
Interbank market instruments and negotiable
instruments 310.0 - - 310.0 250.0
Accrued interest on interbank market instruments
and negotiable instruments
- - - - -
Current accounts with non-controlling interests (2) - 108.7 1,331.6 1,440.3 1,420.3
Lease liabilities (3) 55.0 210.4 641.4 906.8 784.9
Total financial debt 939.3 9,765.3 15,921.7 26,626.3 27,133.5

7.2.2. Financial debt breakdown and outstanding duration to maturity

(1) Includes currency impacts on debt raised in foreign currency for an amount of +€71.0 Mn as at June 30, 2022 (+€38.2 Mn as at Dec. 31, 2021). The amount shown in the Financial Resources note (€22,471.6 Mn) corresponds to the amount of bonds after impact of derivatives instruments on debt raised in foreign currencies.

(2) They are considered as non-current as they are financing the related assets.

(3) During H2-2021, URW entered into a new amendment with the airport authority of Los Angeles which provide for rent reliefs related to the minimum annual guaranteed rent for certain months. Based on the terms of the amendment, URW applied the rent relief as a lease modification accounting according to IFRS 16 to remeasure the lease liability and the right of use asset based on information known at the date of reporting (i.e. enplanements). As a result lease liability (the minimum in-substance fixed lease payments) and the right of use have been remeasured to take into account the evolution of the enplanements as at June 30, 2022.

The variation of financial debt by flows breaks down as follows:

(€ Mn) Dec. 31,
2021
Cash flows (1) Variation Non-cash flows June 30,
Increase (2) Decrease of accrued
interests (3)
Variation
of scope
Currency
translation
Fair value
impact
Others (4) 2022
Net share settled bonds
convertible into new
and/or existing shares
(ORNANE)
500.3 - (500.0) - - - (0.3) - -
Bonds and EMTNs 22,793.8 - (520.4) (112.5) - 331.8 1.6 14.2 22,508.5
Bank borrowings 1,384.2 293.2 (251.6) 1.4 - 34.7 0.4 (1.6) 1,460.7
Other financial
liabilities
1,670.3 106.6 (26.6) - - - - - 1,750.3
Lease liabilities 784.9 5.6 (11.0) - - 23.4 - 103.9 906.8
Total 27,133.5 405.5 (1,309.6) (111.1) - 389.9 1.7 116.5 26,626.3

(1) The cash flows differ from those in the Consolidated statement of cash flows mainly due to the variation of guarantee deposits received. (2) Net of bonds and EMTNs issuance costs and bank borrowings issue fees.

(3) The variation of accrued interest is included in lines Financial income / Financial expenses of the Consolidated statement of cash flows. (4) The variation of Others includes straight-lining of premiums & fees on EMTNs and Bank borrowings and additional recognition of lease liabilities in application of IFRS 16.

7.2.3. Characteristics of bonds and EMTNs issued on the first half of 2022

There are no new bonds and EMTNs issued in H1-2022.

7.2.4. Covenants

As at June 30, 2022, the LTV1 ratio amounted to 42.0% (43.3% as at December 31, 2021).

The Interest Coverage Ratio ("ICR") for the period stood at 4.5x2 (3.3x as at December 31, 2021).

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

June 30, 2022 Europe Credit facility
covenants level
US Credit facility
covenants level
Rule 144A and Reg S
bonds
covenants level
LTV 42.0% < 60% < 65% < 65%
ICR 4.5x > 2x > 1.5x > 1.5x
FFO/NFD3 7.5% > 4% na. na.
Secured debt ratio4 2.4% na. < 50% < 45%
Unencumbered leverage ratio5 1.9x na. > 1.5x > 1.25x

These covenants are tested twice a year based on the Group's IFRS financial statements.

1 Loan-to-Value (LTV) = Net financial debt / Total assets excluding €960 Mn of goodwill not justified by fee business as per the Group's European leverage covenants, including transfer taxes. The proportionate LTV ratio was 43.8%.

2 Proportionate ICR of 4.1x.

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

4 Secured debt/Total assets.

5 Unencumbered assets/unsecured debt.

As at June 30, 2022:

  • 100% of the Group's credit facilities and loans allow a 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.
  • 69% 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:

Covenant level range % of non-recourse mortgage
incl. this feature in such covenant
Debt Yield covenants1 5%-7.5% 31%
ICR covenants 1.25x - 3.5x 42%
LTV covenants 55% -125% 57%
  • 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.

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.

7.2.5. Other financing activities

In the consolidated statement of cash flows, "Other financing activities" include mainly costs paid on derivatives purchase and disposals.

7.2.6. Debt market value

The market value of URW's fixed-rate and index-linked debt is presented in the table below.

June 30, 2022 Dec. 31, 2021
(€Mn) Carrying value Market value Carrying value Market value
Fixed-rate and index-linked debt
Fixed-rate & index-linked borrowings, interbank
instruments and negotiable market instruments 23,183.9 19,095.6 23,993.6 (1) 24,608.3

(1) ORNANE included, at market value.

Financial debt is valued at market value based on market rates and on spread issuers at each closing date.

1 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.

7.2.7. Net financial debt

Net financial debt is determined as below:

Net financial debt

(€Mn) June 30, 2022 Dec. 31, 2021
Amounts accounted for in Balance sheet
Net share settled bonds convertible into new and/or existing shares (ORNANE) - 500.3
Non-current bonds and borrowings 24,835.3 24,774.6
Current borrowings and amounts due to credit institutions 884.3 1,073.7
Total financial liabilities 25,719.6 26,348.6
Adjustments
Mark-to-market of debt 10.4 11.5
Current accounts with non-controlling interests (1,440.3) (1,420.3)
Impact of derivative instruments on debt raised in foreign currency (71.0) (38.2)
Accrued interest / issuance fees 57.9 (45.3)
Total financial liabilities (nominal value) 24,276.5 (1) 24,856.3 (1)
Cash & cash equivalents (2,151.9) (1) (2,256.1) (1)
Net financial debt 22,124.6 22,600.2

(1) Bank overdrafts & current accounts to balance out cash flow are included in the total financial liabilities, for €18.4 Mn as at June 30, 2022, and for €16.4 Mn as at December 31, 2021.

Net cash at period-end

(€Mn) June 30, 2022 Dec. 31, 2021
Marketable Securities (1) 10.7 12.4
Short term deposit (2) 1,450.0 1,200.0
Cash 691.2 1,043.6
Total Asset 2,151.9 2,256.1
Bank overdrafts and current accounts to balance out cash flow (18.4) (16.4)
Total Liabilities (18.4) (16.4)
Net cash at period-end 2,133.6 (3) 2,239.7

(1) This item includes investments in money-market SICAV (marketable securities) denominated in SEK at fair value through Profit and Loss.

(2) All short term deposit are denominated in EUR.

(3) The high level of cash as at June 30, 2022, aims to cover URW's debt repayment needs corresponding to the bonds and bank loans outstanding as at June 30, 2022, and maturing within one year of €945.3 Mn (including €467.0 Mn of bonds).

7.3. Fair value hierarchy of financial assets and liabilities

The table below presents the fair value breakdown among the three hierarchical levels defined by IFRS 13.

(€Mn) Fair value measurement at June 30, 2022
Total Level 1 Level 2 Level 3
Assets
Fair value through profit or loss
Investment in financial assets 184.4 - - 184.4
Derivatives 221.4 - 221.4 -
Marketable Securities 10.7 10.7 - -
Fair value through equity
Financial assets 32.3 - - 32.3
Total 448.8 10.7 221.4 216.7
Liabilities
Fair value through profit or loss
Commitment to non-controlling interest 37.3 - - 37.3
Derivatives 648.7 - 648.7 -
Other non-current liabilities 60.6 - - 60.6
Total 746.6 - 648.7 97.9

7.4. Management of exchange risks

7.4.1. Measure of exposure to foreign exchange risks as at June 30, 2022 (€Mn)

The Group is active in countries outside the Eurozone. When converted into euros, the income and value of the Group's investments may be influenced by fluctuations in exchange rates against the euro. The Group's policy objective is to apply a broadly consistent 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.

Exposure sensitivity to currency exchange rate

Measure of the exposure to other risks as at June 30, 2022 (€Mn)

Currency Assets Liabilities Net Exposure Hedging
instruments
Exposure net of
hedges
USD 11,716 (5,109) 6,606 0 6,606
GBP 2,892 (1,264) 1,627 0 1,627
SEK 2,849 (263) 2,585 0 2,585
Others 632 (609) 23 496 518
Total 18,088 (7,246) 10,842 496 11,338

Exposure sensitivity to currency exchange rate

Before hedging, the main exposures kept 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 H2-2022) would have an impact on shareholders' equity and on the recurring net result as follows:

June 30, 2022 Dec. 31, 2021
(€Mn) Net recurring
result Gain/(Loss)
Equity
Gain/(Loss)
Net recurring
result Gain/(Loss)
Equity
Gain/(Loss)
Impact of an increase of +10% in
the EUR/USD exchange
(9.7) (600.6) (17.5) (552.3)
Impact of an increase of +10% in
the EUR/GBP exchange
(3.8) (147.9) (9.9) (134.3)
Impact of an increase of +10% in
the EUR/SEK exchange
(3.7) (235.0) (7.4) (186.6)

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.

7.5. Risk management policy

7.5.1. Market risk

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 interest rate fluctuations on the debt it has taken out to finance its investments and maintain the cash position it requires and exchange rate fluctuations due to the Group's activities in countries outside the Eurozone, in particular in the US and the UK.

Liquidity risk

The average maturity of the Group's debt as at June 30, 2022, considering the undrawn credit lines1 and cash on hand, stood at 8.5 years and at 7.6 years without taking into account the undrawn credit lines and cash on hand.

URW's debt repayment needs for the next 12-months (€945 Mn) are fully covered by the cash on hand (€2,152 Mn) and available undrawn credit lines2 (€9,885 Mn), including a \$3,187 Mn (c. €3,068 Mn) multi-currency revolving credit facility.

The amount of bonds, mortgage, bank loans, current accounts and overdrafts outstanding as at June 30, 2022, and maturing or amortising within one year is €635 Mn (including €467 Mn of bonds). The amount of short-term paper maturing in the 12-months is €310 Mn.

The credit facilities maturing over the next 12 months amount to €3,481 Mn. URW is considering opportunities to extend or renew part of these lines.

URW's long-term refinancing policy consists of diversifying the Group's expiry schedules and financial resources. Accordingly (on IFRS basis), bonds & EMTN issues represented 93% of financial nominal debt at June 30, 2022, bank loans, mortgages and overdrafts 6% and short-term paper 1%.

Counterparty risk

Due to its use of derivatives to minimise its interest and exchange rate risk, the Group is exposed to potential counterparty defaults. The counterparty risk is the risk of replacing the derivative transactions at current market rates in the case of default. To limit counterparty risk, URW relies solely on major international banks for its hedging operations.

In case of derivative termination, netting can apply as a result of existing agreements between the Group and the banks. The related amounts of derivative instruments would be €51.0 Mn for assets and €579.9 Mn for liabilities.

1 Subject to covenants.

2 Subject to covenants.

7.5.2. Interest rate risk management

Average cost of debt

The average cost of debt corresponds to the ratio between "recurring financial expenses (excluding the ones on financial leases and 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)" and "average net debt over the period".

The average cost of debt as at June 30, 2022, was 2.0% (2.0%), representing the blended average cost of 1.5% for Euro and SEK denominated debt and 3.8% for USD and GBP denominated debt.

This average cost of debt was in particular impacted by:

  • The cost of carry of the undrawn credit lines and of the cash kept on its balance sheet;
  • The cost of the mortgage debt refinanced at a JV level or put in place in the context of partial disposals;
  • The impact of rating downgrades on the cost of the Group's credit lines and financing;
  • The coupons of bonds raised in 2021 to increase the Group's liquidity position;
  • Lower use of the Group's short-term paper programme;
  • Increase in interest rates mitigated by hedging instruments in place;
  • Foreign exchange rate evolution, particularly with a strengthening of the USD vs. Euro, increasing the translation into Euro of the financial expenses incurred in USD.

Measuring interest rate risk

The Group does not have a micro-hedging strategy, except when both currency exchange risk and interest rate risk are hedged, which enables it not to correlate its liquidity risk and interest rate risk management. Consequently, the maturities of the debts and hedging instruments can be dissociated and the outstanding derivatives instruments can hedge a part of the fixed rate debt maturing in the following years.

The interest cost of outstanding debt was fully hedged as at June 30, 2022, through both:

  • Debt kept at a fixed rate; and
  • Hedging in place as part of URW's macro hedging policy.

Measuring interest rate exposure

In H1-2022, short term interest rates increased across currencies by +37.7 bps for 3M Euribor, +207.6 bps for 3M US Libor and +121.1 bps for 3M Sonia.

Based on the Group's budgeted net debt on a proportionate basis, if interest rates1 (Euribor, Libor, Sonia) were to rise/decrease, above the levels at the beginning of the year, the recurring result in H2-2022 would be impacted by:

Euros (€Mn) USD (\$Mn) GBP (£Mn) Total eq. EUR
-25 bps interest rate 10.7 0.2 0.0 10.9
+25 bps interest rate (10.7) (0.2) 0.0 (10.9)
+100 bps interest rate (16.1) (0.8) 0.0 (16.9)
+200 bps interest rate (16.3) (1.7) 0.0 (17.9)

The impact of a rate increase on the recurring financial expenses would remain limited in case of an increase of +100 bps or +200 bps, due to hedging instruments in place.

1 The impact on exchange rates due to this theoretical increase or decrease of 25 bps in interest rates is not taken into account. The theoretical impact of a rise or decrease in interest rates is calculated relative to the applicable rates as at December 31, 2021: 3M Euribor (-0.572%), 3M USD Libor (0.209%) and 3M Sonia (0.337%).

7.5.3. Credit risk

Credit risk arises from cash and equivalents as well as credit exposures with respect to rental customers. Credit risk is managed on a Group level. The Group structures the level of credit risk it accepts by placing limits on its exposure to a single counterparty, or groups of counterparties, and to geographical and industry segments. Such risks are subject to at least an annual review, and often more frequently. The Group has policies in place to ensure that rental contracts are made with customers with an appropriate credit history.

According to IFRS 9, the estimated provision corresponds to the amount which the company does not expect to recover. Though, when collecting a tenant deposit or obtaining a bank guarantee, URW partially covers the possible future losses.

URW's provision policy meets the simplified model of IFRS 9:

  • The estimated losses are calculated on a homogeneous segment of receivables;
  • The rate of estimated loss reflects the best estimation of the expected future losses, on the considered client segment: URW respects the notion of back testing (comparisons are performed with historical rates of losses) and if needed, the rates are adjusted to take into account any new trigger event; and
  • Historical data are reviewed to better reflect the actual situation and integrate the best estimates for the near future.

The Group applies the following rules to calculate the provision for doubtful accounts as at June 30, 2022:

  • Receivables from tenants under bankruptcies proceedings were fully depreciated;
  • Doubtful debt provisions are defined on the basis of an estimated default rate based on a forward looking approach. This percentage of default may be refined by the tenant segment and position of the Shopping Centre in its catchment area. Ultimately, this default is rationalised based on recent events like tenants bankruptcies during H1-2022 and also the evolution of shop closures in the past quarters; and
  • This percentage was applied on the amount of receivables from which security deposit and deferred amounts not yet due were deducted.

The amounts of tenants receivables and the related provisions for doubtful debtors from the retail activities have decreased during the period. This decrease was mitigated by an increase in receivables from the Office activity, mainly as a result to Trinity leasing progress.

The total accounts receivable from retail activities decreased by -€20.1 Mn in total (-€25.8 Mn on a proportionate basis) vs. December 31, 2021, and by -€30.8 Mn (-€43.6 Mn on a proportionate basis) excluding +€10.7 Mn (+€17.8 Mn on a proportionate basis) of currency effect. This decrease includes +€5.9 Mn (+€8.6 Mn on a proportionate basis) of reversal of provisions net of allowances booked in the result for the period (vs. -€50.0 Mn of allowances in H1-2021 and -€65.4 Mn on a proportionate basis).

As at June 30, 2022, the gross amount of receivables amounted to €743.9 Mn and the provision for doubtful debtors to -€219.5 Mn compared to €766.8 Mn and -€234.3 Mn, respectively, at the end of December 2021.

NOTE 8. TAXES

8.1. Income tax expenses

(€Mn) H1-2022 H1-2021 2021
Recurring deferred and current tax on:
- Allocation / reversal of provision concerning tax issues
- Other recurring results
0.6
(36.5)
(1.8)
14.9 (1)
(0.9)
(14.4)
Total recurring tax (35.9) 13.1 (15.3)
Non-recurring deferred and current tax on:
- Change in fair value of investment properties and impairment
of intangible assets
- Other non-recurring results
(1.8)
(11.1)
77.4
1.2
65.7
(17.5)
Total non-recurring tax (12.9) 78.6 48.2
Total tax
Total tax paid
(48.8)
(33.0)
91.7
(4.4)
32.9
(27.3)

(1) The positive amount corresponds mainly to a carry back of tax losses in the US.

(€Mn) H1-2022 H1-2021 2021
Current tax (36.6) 18.3 (5.4)
Deferred tax (12.2) 73.4 38.3
Total tax (48.8) 91.7 32.9

8.2. Deferred taxes

H1-2022 change

(€Mn) Dec. 31,
2021
Variation Reclassifi
cations
Scope
impacts
Currency
translation
June 30,
2022
Deferred tax liabilities (1,918.0) (1.5) (0.4) 34.0 5.8 (1,880.1)
Deferred tax on investment
properties
(1,734.4) 1.2 (0.4) 34.0 6.2 (1,693.4)
Deferred tax on intangible
assets
(183.6) (2.7) - - (0.4) (186.7)
Other deferred tax 24.6 (11.7) 0.2 - (1.3) 11.8
Tax loss carry-forward (1) 45.9 (5.3) (0.2) - 0.3 40.7
Other (1) (21.3) (6.4) 0.4 - (1.6) (28.9)
Total deferred tax liabilities (1,893.4) (13.2) (0.2) 34.0 4.5 (1,868.3)
Deferred tax assets
Tax loss carry-forward 31.3 2.4 0.2 - (0.6) 33.3
Other deferred tax assets 8.0 (1.4) - - 0.2 6.8
Provision on tax loss carry
forward
(17.0) - - - (0.2) (17.2)
Total deferred tax assets 22.3 1.0 0.2 - (0.6) 22.9

(1) Deferred tax assets and liabilities within a same tax group are offset.

Deferred tax liabilities on properties refer to:

  • 1) those countries where there is no REIT regime (like the SIIC-regime in France), providing a tax exemption on recurring income and capital gains on property sales with an obligation to distribute part of their net result, or
  • 2) countries where such tax efficient status does exist, but where the structure of URW in its current form and under current legislation would lead to tax amounts to be paid in case of capital gains on property sales.

NOTE 9. PROVISIONS

The determination of the amount of provisions for liabilities and charges requires the use of estimates, assumptions and judgment made by management based on information available or situations prevalent at the date of preparation of the accounts, information and situation which may vary from the subsequent actual events, as well as on the basis of estimated conditions at a given date.

H1-2022 change

(€Mn) Dec. 31,
2021
Allocations Reversals
used
Rever
sals not
used
Foreign
currency
translation
impact
Other
movements
June 30,
2022
Non-current provisions 55.5 2.4 (0.5) (1.5) 3.1 0.2 59.1
Non-current provisions excluding employee
benefits
42.5 2.2 (0.4) (1.5) 3.1 0.2 46.0
Employee benefits 13.0 0.2 (0.1) - - - 13.1
Current provisions 34.6 4.2 (6.1) (9.9) 0.1 (0.9) 22.1
Total 90.1 6.6 (6.6) (11.4) 3.2 (0.7) 81.2

NOTE 10. OTHER CURRENT LIABILITIES

Other current liabilities breakdown as follows:

(€Mn) June 30, 2022 Dec. 31, 2021
Tax and social liabilities 497.0 453.1
Other liabilities 336.1(1) 214.2
Total other current liabilities 833.1 667.4

(1) The increase of other liabilities is mainly due to the sale of Gera Arcaden for €116 Mn (see note 1. Significant events of the first half of 2022).

NOTE 11. EMPLOYEE BENEFITS

Company Savings Plan

Subscription to the Company Savings Plan is offered to employees in France who have been with the Group for more than three months. The subscription period is opened once per year, after the share capital increase reserved to employees has been authorised by the Management Board, which also sets the subscription price. The subscription price is equal to the average of the opening share prices on the Eurolist of Euronext Paris over the 20 trading days preceding the decision of the Management Board, less a 30% discount. The Group also makes a top-up contribution applied exclusively to voluntary contributions (including profit-sharing), made by employees to the Group URW Fund (fund fully vested in stapled shares as from June 2018). These voluntary contributions are limited to a maximum of one quarter of the annual salary with a cap of €25,000 (for shares acquired at the discount).

The total cost of subscriptions to the Company Savings Plan (employer contribution and difference between the subscription price and the share price on the date of the capital increase) amounted to €3.3 Mn in the first half of 2022 compared to €3.0 Mn in 2021.

Stock option plans

There are currently six plans for stock options granted to Directors and employees of the Group. The plans granted as from 2019 have a duration of eight years1 and may be exercised at any time, in one or more installments, as from the third anniversary of the date of their allocation2 .

For plans until 2021:

All plans are subject to both internal and external performance conditions.

The external performance is assessed on the basis of the Total Shareholders Return (TSR) of URW's shares (with dividends reinvested) against a Reference Index3 and a Corporate Social Responsibility (CSR) external rating. These KPIs weight 45% and 5% of the performance achievement respectively.

The internal performance is assessed on the basis of the attainment of URW's Adjusted Recurring Earnings per Share (AREPS) guidance communicated to investors4 , and on the level of achievement of the CSR agenda Better Places 2030, Group-wide5 . These KPIs weight 45% and 5% of the performance achievement respectively.

For plans as from 2022:

The stock-options are subject to:

  • Two external market performance condition for up to 45% of the shares granted:
    • o The first condition, based on a relative criteria, for up to 35% of the shares granted: the TSR of the URW's share must be higher than that of the Reference Index over a period of three years, from March 8, 2022, to March 8, 2025. The reference prices used in the measurement of the TSR correspond to the average of the closing prices of the last 90 days preceding the start and end dates of the measurement period.
    • o The second condition, based on an absolute criteria, for up to 10% of the shares granted: the TSR of URW's share must be higher than 20% over a period of three years, from March 8, 2022, to March 8, 2025. The reference prices used in the measurement of the TSR correspond to the average of the closing prices of the last 90 days preceding the start and end dates of the measurement period.
  • Two non-market performance conditions for up to 55% of the shares granted: Adjusted Recurring Earnings Per Share (AREPS) growth compared to forecasts communicated to the market for 35% of the shares granted and criteria based on Corporate Social Responsibility ("CSR") Indicators for 20% of shares granted.

1 The duration was seven years for the plans granted before 2019.

2 The exercise was possible only as from the fourth anniversary of the grant date for the plans granted before 2019.

3 For the 2018 performance, the TSR taken into account is the one of Unibail-Rodamco before the Westfield Acquisition against index EPRA Eurozone "retail and office".

4 For the 2018 performance, the performance is assessed on the attainment of the Recurring Earning Per Share (REPS) guidance on the scope of Unibail-Rodamco standalone.

5 For the 2018 performance, the assessment is based on the scope Unibail-Rodamco standalone and on the integration of the US, the UK and Italy into URW's CSR agenda.

The performance-related stock-options allocated in May 2022 were valued:

  • at €1.35 for those subject to relative criteria;
  • at €1.26 for those subject to absolute criteria;
  • and at €1.51 for those subject to non-market conditions (i.e. AREPS and internal/external CSR), using a Monte Carlo model.
at €1.35 for those subject to relative criteria;
at €1.26 for those subject to absolute criteria;
and at €1.51 for those subject to non-market conditions (i.e. AREPS and internal/external CSR), using a
Monte Carlo model.
This valuation is based on an initial exercise price of €66.68, the share price at the date of allocation of €52.68, a
vesting period of three years, an estimated duration of 3.7 years, a market volatility of 23.99%, a dividend assumption
for 2023 to 2026, a risk-free interest rate of -0.20% and a volatility of the reference composite index of 14.61% with
a correlation reference composite index/URW of 75.23%.
Stock options are accounted for in accordance with IFRS 2. The expense recorded on the income statement in relation
to stock options came to €1.2 Mn in the first half of 2022 and €1.0 Mn in the first half of 2021.
The table below shows allocated stock options not exercised at the period-end:
Plan Exercise period (1) Adjusted
subscription
price (€) (2)
Number of
options
granted
Adjustments
in number of
options (2)
Number of
options
cancelled
Number of
options
exercised
Potential
additional
number of
(3)
shares
2015 from 04/03/2019
to 03/03/2022
256.81 615,860 - 615,860 - -
2015 plan 2015 from 05/09/2019
to 04/09/2022
238.33 7,225 - 7,225 - -
(n°8) 2016 from 09/03/2020
to 08/03/2023
227.24 611,608 - 202,525 1,913 407,170
2017 from 08/03/2021
to 07/03/2024
218.47 611,611 - 172,139 - 439,472
2018
plan
(n°9)
2018 from 06/03/2022
to 05/03/2025
190.09 630,135 - 165,127 - 465,008
2019
(n°10)
plan
2019 from 20/03/2022
to 19/03/2026
144.55 748,372 - 186,705 - 561,667
2020
(n°11)
plan
2020 from 22/03/2023
to 21/03/2027
92.03 885,291 - 212,535 - 672,756
2021
(n°12)
plan
2021 from 19/05/2024
to 18/05/2029
69.41 950,295 - 102,340 - 847,955
2022
(n°13)
plan
2022 from 09/03/2025
to 08/03/2030
68.68 1,217,386 - 74,383 - 1,143,003
6,277,783 - 1,738,839 1,913 4,537,031

Performance share plans

All the shares are subject to both external and internal performance conditions, except those allocated in May 2018 which are only subject to internal performance conditions. The performance conditions are the same as for the Stock-Options described above.

The awards allocated in May 2022 were valued:

  • at €16.05 (30.5%) for those with TSR subject to the relative criteria share in € (and as % of grant price);
  • at €9.67 (18.4%) for those with TSR subject to the absolute criteria share in € (and as % of grant price);
This valuation is based on the share price at the date of allocation of €52.68, a vesting period of three years, a market
volatility of 26.03%, a volatility of the reference composite index of 15.29% with a correlation reference composite
index/URW of 77.18%, a dividend assumption for 2023, 2024 and 2025, and a risk-free interest rate of -0.28%.
Performance shares are accounted for in accordance with IFRS 2. The expense recorded on the income statement in
relation to performance shares came to €6.1 Mn in the first half of 2022 and €5.4 Mn in the first half of 2021.
The table below shows allocated performance shares not yet delivered at the period-end:
Starting date of
the vesting
period (1)
Number of
performance
shares allocated
Number of
performance
shares
cancelled
Number of
performance
shares acquired
Potential
additional
number of
shares (2)
2017 39,770 16,269 23,501 -
March 2018 82,539 56,219 26,320 -
May 2018 38,130 8,901 29,229 -
March 2019 172,174 122,082 50,092 -
March 2020 489,440 117,248 - 372,192
May 2021 371,846 40,276 - 331,570
March 2022 808,872 35,944 - 772,928
2,002,771 396,939 129,142 1,476,690

NOTE 12. SHARE CAPITAL AND DIVIDENDS

12.1. Number of shares

Change in share capital

Total number
of shares
As at Dec. 31, 2021 138,594,416
Capital increase reserved for employees under Company Savings Plan 105,741
Shares granted 66,931
As at June 30, 2022 138,767,088

Average number of shares diluted and undiluted

H1-2022 H1-2021 2021
Average number of shares (undiluted) 138,666,999 138,495,491 138,545,360
Dilutive impact
Potential shares via stock options - - -
Attributed performance shares (unvested) (1) 744,739 442,560 418,750
Potential shares via ORNANE - 1,678,955 1,225,243
Potential shares via ORA - - -
Average number of shares (diluted) 139,411,737 140,617,006 140,189,353

(1) Correspond only to shares or stock options and attributed performance shares which are in the money and for which the performance conditions are fulfilled.

12.2. Dividends

NOTE 13. OFF-BALANCE SHEET COMMITMENTS AND CONTINGENT LIABILITIES

13.1. Commitments given

12.2.
Dividends
Given the statutory results of Unibail-Rodamco-Westfield SE in 2021, the Group has no obligation to pay a dividend
in 2022 for the fiscal year 2021 under the SIIC regime and other REIT regimes it benefits from. Consequently,
Unibail-Rodamco-Westfield SE's SIIC distribution obligation, standing at €1,020.8 Mn as at December 31, 2021,
will be delayed until Unibail-Rodamco-Westfield SE has sufficient statutory results to meet this obligation.
NOTE 13. OFF-BALANCE SHEET COMMITMENTS AND CONTINGENT LIABILITIES
The amounts are disclosed under IFRS. All significant commitments are shown below. The Group does not have any complex commitments.
13.1.
Commitments given
Commitments given (€Mn) Description Maturities June 30, 2022 Dec. 31, 2021
1) Commitments related to the scope of the consolidated Group 26.4 24.0
Commitments for
acquisitions/disposals
- Purchase undertakings and earn-out 2022 to 2026 8.8 5.9
Commitments given as part of
specific transactions
- Warranties and bank letters of credit given in the course of
the ordinary business
2022+ 17.7 18.0
2) Commitments related to Group financing 1,728.7 1,683.6
Financial guarantees given - Mortgages and first lien lenders (1) 2022+ 1,276.5 1,195.0
- Guarantees relating to entities under the equity method or
not consolidated (2)
2022+ 452.2 488.6
3) Commitments related to Group operational activities 1,727.3 1,587.2
- Properties under construction: residual commitments for
works contracts and forward purchase agreements (3)
2022+ 1,188.6 1,062.9
Commitments related to development - Residual commitments for other works contracts 2022+ 7.3 0.3
activities - Commitments subject to conditions precedent 2022 to 2028 212.5 214.3
- Commitments for construction works (4) 2022 to 2064 212.2 209.5
Commitments related to operating
contracts
- Rental of premises and equipment 2022+ 23.4 22.3
- Other 2022+ 83.3 77.8
Total commitments given 3,482.4 3,294.7
(1)
(2)
(3)
The outstanding balances at the reporting date of the debts and drawn credit lines which are secured by mortgages. The gross amount of
mortgages was €1,291.6 Mn as at June 30, 2022 (€1,195.0 Mn as at December 31, 2021).
Corresponds to guarantees provided by the Group in the US relating to associates under equity method or entities under foreclosure, for a
portion of the principal amount of the loans greater than the Group's stake.
Comprises financial guarantees given to the City of Paris regarding the Triangle Tower project.

(4) Under the 50-year lease contract to operate Porte de Versailles (Paris), an amount of €497.0 Mn for renovation works and €227.2 Mn for maintenance works have to be spent (i.e. €724.2 Mn, representing an initial commitment of €362.1 Mn (Group share), of which €529.3 Mn has already been invested).

Commitments relating to Group financing

  • The €2,000 Mn hybrid securities issued on April 16, 2018 are deeply subordinated perpetual instruments with a coupon deferral option. The coupon is to be paid when a mandatory payment event occurs, such as the approval of a dividend payment, though the Group can suspend payments while making the minimum required REIT distributions.

  • Westfield America Limited Partnership, Urban Shopping Centres and Westfield Growth have guaranteed loans entered into by joint ventures for a portion of the principal amount of the loans greater than their stake in the joint ventures.

The Group as one of the General Partners of Urban Shopping Centres has committed to maintain and allocate to Urban's minority limited partners a certain amount of qualified non-recourse debt.

Other unquantifiable commitments given related to the scope of the consolidated Group

  • For a number of recent acquisitions of properties in France, Unibail-Rodamco-Westfield SE has committed to the French tax authorities to retain these interests for at least five years, in accordance with the SIIC tax regime.
  • For a number of disposals, the Group granted usual representations and warranties to the purchasers.
  • The agreements in connection with joint investments with partners may include usual clauses like (i) a lock-up period during which the shareholders have to retain their interest in shared subsidiaries or (ii) arrangements pursuant to which the parties can organise the exit of the shareholders (e.g.: right of first offer, tag-along right in case the partner sells its shares to a third party).

Other commitments given related to Group operational activities

  • The Group's 50% subsidiary SCI Propexpo has committed that the Espace Champerret venue in Paris, France, will continue to be used as an exhibition hall until 2066.
  • In a number of countries in which the Group operates, specific tax regimes for real estate companies exist. For many companies of the Group, eligible for such regimes, the Group has opted to use such regimes. Although the details of those regimes are not exactly the same for all countries, one of the standard elements is a requirement to distribute all/nearly all of the recurring income, a large part of the capital gains and all dividends received from other companies that have opted for the application of such specific regime. URW SE's SIIC distribution obligation stands at €1,020.8 Mn as at December 31, 2021: it will be delayed until URW SE has sufficient statutory results to meet this obligation.
  • In 2014, the City of Brussels selected Unibail-Rodamco-Westfield as the co-developer, with its partners BESIX and CFE, of the NEO project. BESIX has the possibility to increase its interest in the Mall of Europe from 12.5% to 20% before the construction of the project.

CFE has an option to sell its shares in the Mall of Europe to Unibail-Rodamco-Westfield from December 31 following the opening of the shopping centre and during a period of one year. If the put is not exercised, the Group has an option to buy CFE's shares in the Mall of Europe.

BESIX has an option to sell its shares in the Mall of Europe to Unibail-Rodamco-Westfield from the end of the second full year after the opening of the shopping centre and lasting 38 months from such date.

Unibail-Rodamco-Westfield SE together with the parent companies of BESIX and CFE provided guarantees to the City of Brussels with respect of all payment obligations of the joint ventures which will develop the project. Several counter guarantees were provided between Unibail-Rodamco-Westfield SE, BESIX and CFE, to ensure that each joint venture shall not bear any financial consequence beyond its program and that the ultimate shareholder shall not bear more than its share in each joint venture.

  • In the context of the master concession developer agreement at John F. Kennedy International Airport – Terminal One, URW SE guarantees to JFK NTO LLC, performance of all obligations of its subsidiary, URW Airports JFK T1, LLC, including but not limited to the prompt payment of the concession rents when due and all other amounts due and payable under the concession agreement. The concession rents are fully variable and based on passenger enplanements, and the first payments will start with the opening of the terminal to the public expected in phases between 2026-2030.

13.2. Commitments received

13.2.
Commitments received
Commitments received (€Mn) Description Maturities June 30, 2022 Dec. 31, 2021
1) Commitments related to the scope of the consolidated Group 49.2 2.5
Commitments for
acquisitions/disposals
- Sales undertakings 2022 49.2 2.5
2) Commitments related to Group financing 9,885.3 9,859.0
Financial guarantees received - Undrawn credit lines (1) 9,885.3 9,859.0
3) Commitments related to Group operational activities 935.6 793.6
Other contractual commitments
received related to operations
- Bank guarantees on works and others 2022+ 18.1 15.5
- Other (2) 2022 to 2028 446.8 339.5
Assets received as security, - Guarantees received relating to Hoguet regulation (France) 2022 104.5 104.5
mortgage or pledge, as well as
guarantees received
- Guarantees received from tenants 2022+ 275.4 255.0
- Guarantees received from contractors on works 2022+ 90.7 79.1
Total commitments received 10,870.1 10,655.2
(1)
These agreements contain financial covenants based on the Group's IFRS financial statements. Certain credit lines are also subject to an
early prepayment clause (in full or in part) in the event of a change in ownership or a series of disposals reducing portfolio assets below a
(2) given threshold. No amount is secured by mortgages as at June 30, 2022.
Mainly comprises counter-guarantees received from JV's partners in the Triangle Tower project.

13.3. Contingent liabilities

The Group is involved in an arbitration procedure with PEAB involving claims regarding the development of Westfield Mall of Scandinavia. The process involves claims by both sides and is expected to take time to resolve. Based on the risk analysis, no provision was recorded in the consolidated accounts.

The Group is subject to a tax audit in France which resulted in a notification of reassessments. The vast majority of reassessments under proposal are denied by the Group and no provision was recorded in the consolidated accounts based on the risk analysis performed by the Group and its tax advisors.

NOTE 14. SUBSEQUENT EVENTS

On July 1, 2022, URW completed the sale of Gera Arcaden as described in note 1.2. URW also entered into a management contract and will continue the asset and property management of the centre through its German thirdparty asset management business.

On July 7, 2022, URW closed the disposal of Almere Centrum, announced on June 14, 2022, to a group of private investors led by the UMB Group for a NDP of €155 Mn, in line with the last appraisal value.

On July 13, 2022, URW signed and closed the sale of Carré Sénart Shopping Parc to a French institutional investor for an agreed NDP of €120 Mn, above last appraisal value.

On July 15, 2022, URW's partner in Aupark exercised its call option for the acquisition of an additional 27% stake.

On July 21, 2022, URW signed an agreement with a real estate company for the sale of Villeneuve 2, in France. The transaction is expected to complete in September 2022, subject to standard closing conditions.

Period from January 1 to June 30, 2022

To the Shareholders,

At your request and in our capacity as statutory auditors of Unibail-Rodamco-Westfiled SE, and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Unibail-Rodamco-Westfield SE, for the period from January 1 to June 30, 2022,
  • the verification of the information presented in the half-yearly management report.

Management is responsible for the preparation and presentation of these condensed Half-yearly consolidated Financial Statements. Our responsibility is to express a conclusion on this Financial Statements based on our review.

Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of the condensed Half-yearly consolidated Financial Statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Paris-La Défense, July 27, 2022

The statutory auditors

Deloitte & Associés ERNST & YOUNG AUDIT

Emmanuel Gadret Jean-Yves Jégourel Antoine Flora

UPDATE OF THE RISK FACTORS (GEOPOLITICAL IMPACTS ONLY)

The effects of the continuing war in Ukraine, combined with strong inflationary pressures and international and/or local disruptions to supply chains, particularly for energy, are likely to have significant and (potentially) lasting impacts on the growth prospects of the economies of the countries in which the Group operates. In addition, consumption could slow down, putting pressure on the retail sector. Inflation is likely to increase the Group's operating costs and expenses as well as its financial expenses. In addition, Central Bank interventions to combat inflation could have more negative effects than expected and, in particular, trigger a recession. Finally, the governments of the countries concerned could be led to take initiatives, temporary or permanent, in terms of energy sobriety and moderation of indexation clauses.

Statement of the person responsible for the condensed consolidated interim financial statements and the half-year financial report as at June 30, 2022, filed with the French Financial Authorities (Autorité des Marchés Financiers "AMF")

I confirm, to the best of my knowledge, that the condensed consolidated interim financial statements have been prepared in accordance with the applicable accounting and financial reporting standards and give an accurate and fair view of the financial situation of the Company and of the entities taken as a whole included in the scope of consolidation.

The interim management report presents a fair view of the development and performance of the business and the impact on the results and on the financial situation of the Company for the first semester 2022, including the principal transactions between related parties as well as a description of the main risks and the principal uncertainties to which it is exposed for the next six months.

Paris, July 27, 2022

Fabrice Mouchel Chief Financial Officer, Management Board member

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