SEGRO PLC ANNUAL REPORT & ACCOUNTS 2018 WorldReginfo - 1531a081-b214-4cc0-84a4-58255048d996 SEGRO PLC | ANNUAL REPORT & ACCOUNTS 2018 CONTENTS SEGRO is a UK Real Estate Investment Trust (REIT), and a leading owner, asset manager and developer of modern warehousing and industrial property. OUR BUSINESS MODEL IN ACTION CHAIR’S INTRODUCTION 01-05 SEE PAGES 12-20 SEE PAGES 60-61 OVERVIEW WHAT WE DO 02 WHERE WE DO IT 04 06-58 STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT 06 MARKET OVERVIEW 09 OUR BUSINESS MODEL 12 OUR BUSINESS MODEL IN ACTION 14 59-108 OUR STRATEGY 21 GOVERNANCE REGIONAL REVIEW 28 CHAIR’S INTRODUCTION 60 FINANCE REVIEW 31 GOVERNANCE REPORT 62 KEY PERFORMANCE INDICATORS 38 REGIONAL REVIEWS BOARD OF DIRECTORS 62 SEE PAGES 28-30 RESPONSIBLE SEGRO 40 NOMINATION COMMITTEE REPORT 77 PRINCIPAL RISKS 52 AUDIT COMMITTEE REPORT 79 REMUNERATION 84 MARKET OVERVIEW REMUNERATION POLICY 100 SEE PAGES 09-11 DIRECTORS’ REPORT 106 STATEMENT OF DIRECTORS’ 108 RESPONSIBILITIES 109-181 FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT 110 TO THE MEMBERS OF SEGRO PLC GROUP INCOME STATEMENT 117 GROUP STATEMENT OF 117 COMPREHENSIVE INCOME RESPONSIBLE SEGRO SEE PAGES 40-51 BALANCE SHEETS 118 FOR MORE INFORMATION ON SEGRO’S ACTIVITIES AND PERFORMANCE, PLEASE VISIT OUR WEBSITE: STATEMENTS OF CHANGES IN EQUITY 119 WWW.SEGRO.COM/INVESTORS CASH FLOW STATEMENTS 121 NOTES TO THE FINANCIAL STATEMENTS 122 FOR MORE INFORMATION WITHIN THIS REPORT FIVE-YEAR FINANCIAL RESULTS 181 The Directors present the Annual Report for the year ended 31 December 2018 which includes the Strategic Report, Governance report and audited Financial Statements for the year. References to ‘SEGRO’, the ‘Group’, the ‘Company’, ‘we’ or ‘our’ are 182-185 to SEGRO plc and/or its subsidiaries, or any of them as the context may require. Pages 02 to 58 inclusive, comprise the Strategic FURTHER INFORMATION Report, pages 106 to 107 inclusive comprise the Directors’ Report and pages 84 to 99 inclusive comprise the Directors’ Remuneration FINANCIAL INFORMATION 182 Report, each of which have been drawn up and presented in accordance with English company law and the liabilities of the SHAREHOLDER INFORMATION 183 Directors in connection with these sections shall be subject to the limitations and restrictions provided by such law. GLOSSARY OF TERMS 184 The Annual Report contains forward-looking statements. For further information see inside back cover. WorldReginfo - 1531a081-b214-4cc0-84a4-58255048d996 01 OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS FINANCIAL HIGHLIGHTS A STRONG PERFORMANCE ADJUSTED PROFIT BEFORE TAX1 IFRS PROFIT BEFORE TAX CHIEF EXECUTIVE’S STATEMENT +24.4% +12.6% SEE PAGES 06-08 £241.5m £1,099.1m 2017: £194.2m 2017: £976.3m ADJUSTED EARNINGS PER SHARE1 IFRS EARNINGS PER SHARE +17.6% +7.0% 23.4p 105.4p 2017: 19.9p 2017: 98.5p In 2018, SEGRO has delivered another strong set of operating EPRA NAV PER SHARE1 IFRS NAV PER SHARE +16.9% +16.2% metrics, completed a record volume of developments and continued to strengthen its 650p 644p capital structure.” 2017: 556p 2017: 554p DAVID SLEATH CHIEF EXECUTIVE PORTFOLIO VALUE2 TOTAL DIVIDEND PER SHARE +13.3% £9.4bn 18.8p 2017: £8.0bn 2017: 16.6p Important Explanatory Notes about Alternative Performance Metrics used in this Report 1 EPRA and Adjusted metrics: The Financial Statements are prepared under IFRS. SEGRO management monitors a number of adjusted performance indicators in assessing and managing the performance of the business which they believe reflect the underlying recurring performance of the property rental business which is the Group’s core operating activity. These include those defined by EPRA as part of their mission to establish consistency of calculation across the European listed real estate sector. Pages 128-129 contain more information about the adjustments and the reconciliation of these to IFRS equivalents. 2 Proportionally consolidated figures and metrics: SEGRO owns assets both wholly itself and through stakes in 50-50 joint ventures. In the Financial Statements, the profit from joint ventures is stated as a single figure in the Income Statement and the net asset value of joint ventures is stated as a single equity figure on the Balance Sheet; Note 7 to the Financial Statements provides the component parts of these figures. In operational terms, SEGRO does not distinguish between assets held in joint ventures from those assets which are wholly-owned. Therefore, unless specifically stated, in the Strategic Report, performance metrics and financial figures are stated reflecting SEGRO’s wholly-owned assets and its share of joint venture assets (known commonly as a “proportionally consolidated” basis). Where the Strategic Report refers to the area of a property, it is stated at 100 per cent of the space, irrespective of whether the property is wholly-owned or held in a joint venture. WorldReginfo - 1531a081-b214-4cc0-84a4-58255048d996 02 SEGRO PLC | ANNUAL REPORT & ACCOUNTS 2018 OVERVIEW WHAT WE DO We own, develop and manage warehouse and industrial properties for our customers in the UK and Continental Europe. OUR PURPOSE: BIG BOX WAREHOUSES EXAMPLES OF USERS OF OUR BIG BOX SPACE: WE CREATE THE LOCATED IN NATIONAL/REGIONAL Retailers (online and traditional) SPACE THAT ENABLES DISTRIBUTION HUBS EXTRAORDINARY Third party logistics and transport companies Big box warehouses are typically used for storage THINGS TO HAPPEN Manufacturers and processing of goods for regional, national and international distribution by larger trucks. The Distributors and wholesalers requirement for large land plots means that they POSITIONED TO SATISFY tend to be located some distance from the ultimate CHANGES IN CONSUMER customer but on major transport routes (mainly AND BUSINESS BEHAVIOUR: motorways, but also ports, rail freight terminals and airports) to allow rapid transit. Warehouses have a vital role to play as part of national and international infrastructure. They provide the space to store, sort, create and distribute products and are important sources of employment. We create the environments that enable our customers to run their unique operations and achieve their goals. OUR VALUES: Our core beliefs about how we do business which guide our decision making, large and small. They are the way in which we work together to make things happen. SAY IT LIKE IT IS STAND SIDE BY SIDE BIG BOX WAREHOUSE KEEP ONE EYE ON THE HORIZON IF THE DOOR IS CLOSED… DOES IT MAKE THE BOAT GO FASTER? FOR MORE INFORMATION SEE PAGE 42 WorldReginfo - 1531a081-b214-4cc0-84a4-58255048d996 03 OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS EMPLOYEES CUSTOMERS TOTAL SPACE TOTAL AUM 315 1,155 7m sq m £11b n OUR TOP 20 CUSTOMERS: URBAN WAREHOUSES EXAMPLES OF USERS OF Our top 20 customers represent OUR URBAN SPACE: 8 1 LOCATED IN OR CLOSE TO MAJOR CITIES headline rent of £119 million 7 in aggregate, 31% of the Retailers and supermarkets 6 Urban warehouses are located within easy reach of Group’s total headline rent at 2 population centres and business districts. They are Parcel delivery and third party 31 December 2018 5 used by a wide variety of customers who need rapid logistics companies access to their own customers and to labour and are 1. Deutsche Post DHL 4 Food preparation companies 3 therefore close to main roads and public transport. 2. FedEx Land supply in and around urban areas tends to be Data centre operators less available so urban warehouses tend to be smaller. 3. Worldwide Flight Services Air cargo handling companies They are often clustered in estates which can comprise 4. Amazon CUSTOMER TYPE BY multi-let terraces of smaller units (typically <3,500 sq m), Wholesalers HEADLINE RENT 5. Royal Mail larger detached single-let warehouses (typically larger (SEGRO SHARE) than 3,500 sq m) or a mixture of the two. 6. British Airways 1. Transport and logistics 23% 7. Equinix 2. Retail (physical 19% and online) 8. Sainsbury’s 3. Food and 18% 9. La Poste (DPD) general manufacturing 10. Tesco 4. Post and 11% parcel delivery 11. DSV 5. Technology, media 8% 12. Virtus and telecoms 6. Wholesale and 7% 13. Mars retail distribution 14. Leroy Merlin 7. Services and utilities 7% 15. IKEA 8. Other 7% 16. ID Logistics 17. Geodis 18. Hermes 3 1 19. Yoox Net-a-Porter 20. Marks & Spencer 2 URBAN WAREHOUSES ASSET TYPE BY VALUE (SEGRO SHARE) 1. Urban warehousing 67% 2. Big box warehousing 31% 3. Other uses 2% READ MORE ABOUT OUR PORTFOLIO IN OPERATIONAL REVIEW ON PAGES 28-30 WorldReginfo - 1531a081-b214-4cc0-84a4-58255048d996 04 SEGRO PLC | ANNUAL REPORT & ACCOUNTS 2018 OVERVIEW WHERE WE DO IT Our portfolio is concentrated in areas expected to benefit from strong occupier demand with limited supply of competing product. Our buildings are located in, or close to, major urban conurbations and around key transport hubs. REGIONAL PORTFOLIO BY VALUE: OUR MAIN LOCATIONS: 1 1 6 1 2 5 40% 2 17% 3 3 4 4 3 2 1. GREATER LONDON 2. THAMES VALLEY Providing modern space in Providing modern space GEOGRAPHICAL SPLIT a supply-constrained market. for growing businesses. BIG BOX WAREHOUSES BY VALUE (SEGRO SHARE) 1. London Airports 19% 1. Slough Trading Estate 16% Demand for large warehouses for inventory storage 1. Greater London 40% 2. Park Royal 16% 2. Rest of Thames Valley 1% and regional, national and international distribution 2. Thames Valley 17% 3. Rest of London 5% 3. Rest of SEGRO 83% is growing, particularly amongst retailers. 3. National Logistics 11% 4. Rest of SEGRO 60% 4. Southern Europe 15% – France 9% – Italy/Spain 6% 5. Northern Europe 11% 1 1 2 2 3 – Germany/Austria 10% 3 4 – Netherlands 1% 11% 15% 6. Central Europe 6% – Poland 5% – Czech Republic 1% 3. NATIONAL LOGISTICS 4. SOUTHERN EUROPE URBAN WAREHOUSES Facilitating efficient supply chains Increasing development in France; and parcel delivery.