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Westfield Corporation Annual Financial Report 31 December 2017

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Westfield Corporation Annual Financial Report 31 December 2017 Westfield Corporation Annual Financial Report 31 December 2017 Westfield Corporation Limited ABN 12 166 995 197 Annual Financial Report WESTFIELD CORPORATION (1) For the Financial Year ended 31 December 2017 Contents 1 Directors’ Report 35 Independent Audit Report 39 Income Statement 40 Statement of Comprehensive Income 41 Balance Sheet 42 Statement of Changes in Equity 43 Cash Flow Statement 44 Notes to the Financial Statements 85 Directors’ Declaration 86 Corporate Governance Statement 98 Investor Relations 99 Securityholders’ Information 100 Directory (1) Westfield Corporation (Group) comprises Westfield Corporation Limited and its controlled entities as defined in Note 2. Directors’ Report The Directors of Westfield Corporation Limited (Company) submit the following report for the period from 1 January 2017 to 31 December 2017 (Financial Year). 1. OPERATIONS AND ACTIVITIES 1.1 Strategy The performance of the Group for the year was solid and the Group remains confident with the strategy of developing and transforming Flagship assets. Over many years the Group has adapted and improved the portfolio to meet the changing needs of retailers, consumers and brands, and this remains a core strength. Since 2010, when the Group implemented a strategy focusing on the highest quality assets, the Group has completed $7 billion of developments, divested 29 assets valued at $7 billion and joint ventured 22 assets valued at $10 billion. The Group now has assets under management of $34.5 billion, of which 84% are Flagship assets. The Group is creating great experiences for retailers, consumers and brands and continue to benefit from the addition of food, leisure and entertainment and a broader mix of uses including many new concepts, emerging technologies and online brands. In the United States the Group has added over 130 retailers and brands that are new to the Group in the recently completed developments. The Group’s $8.5 billion development program is focused on creating pre-eminent retail, dining and entertainment destinations in some of the world’s top markets including London, Silicon Valley and Milan. The development program continues to transform the portfolio and is expected to generate significant value and earnings accretion for securityholders. 1.2 Financial results The Group reported FFO earnings for the year ended 31 December 2017 of $706.8 million. FFO per security was 34.0 cents, at the top end of the forecast. IFRS net profit of $1,551.2 million for the year includes FFO earnings of $706.8 million, $847.4 million of property revaluations, $54.7 million of leasing incentives amortisation, $39.1 million relating to the mark to market of derivatives and preference shares, $23.6 million loss on capital transactions, $22.9 relating to intangible amortisation and impairment and a $137.3 million benefit for deferred tax. The distribution for the year ended 31 December 2017 is 25.5 cents per security. The Group’s financial position is strong with balance sheet assets of $23.6 billion, gearing ratio of 38.1% and $2.6 billion in available liquidity. The Group has assets under management of $34.5 billion, of which 84% are Flagship assets. Flagship assets are leading centres in major markets typically with total annual sales in excess of $450 million, specialty annual sales in excess of $500 per square foot and anchored by a premium department store. Profit after tax, funds from operations and distribution for the period (i) 31 Dec 17 $million Net property income 802.7 Net project and management income 138.1 Overheads (119.9) Financing costs (131.7) Interest on other financial liabilities (16.9) Mark to market of derivatives and preference shares (39.1) Property revaluations 8 47.4 Gain/(loss) in respect of capital transactions (23.6) Intangible amortisation and impairment (22.9) Tax benefit 117.1 Profit after tax 1,551.2 Adjusted for: – Amortisation of leasing incentives and related leasing costs 54.7 – Mark to market of derivatives and preference shares 39.1 – Property revaluations (8 47.4) – (Gain)/loss in respect of capital transactions 23.6 – Intangible amortisation and impairment 22.9 – Deferred tax benefit (137.3) FFO (ii) 706.8 Less: amount retained (176.9) Dividend/distributions 529.9 FFO per security (cents) 34.01 Dividend/distribution per security (cents) 25.50 (i) The Group’s income and expenses have been prepared on a proportionate basis. The proportionate basis presents the net income from and net assets in equity accounted properties on a gross basis whereby the underlying components of net income are disclosed separately as revenues and expenses. (ii) FFO is a widely recognised measure of the performance of real estate investments groups by the property industry and is an important measure of operating performance of the Group. The analysis of the results has been completed on a proportionate basis as approximately 55% (by asset value) of the shopping centre investments are equity accounted. FFO earnings include net property income (before the amortisation of leasing incentives and related leasing costs), management and project income, corporate overheads, underlying net interest (excluding derivative mark to markets), currency gains and underlying taxation of the business (excluding deferred tax). WESTFIELD CORPORATION ANNUAL FINANCIAL REPORT 2017 // PAGE 1 Directors’ Report (continued) 1.3 Operating environment 1.5 Capital management In a challenging retail environment, the performance for the year was As at 31 December 2017, the Group has balance sheet assets of solid. The Group is transforming its portfolio by creating and operating $23.6 billion, including property investments of $21.4 billion. During the flagshio assets in leading world markets. During the year the Group year the Group raised $1.5 billion of bonds and extended $57.0 million successfully launched the redevelopment of Century City in Los (Group’s share $28.5 million) of mortgages. The Group continues to Angeles and the expansion of UTC in San Diego. The Group continued operate well within its covenants with gearing at 38.1%, secured debt to make good progress on the expansions at Westfield London and to total assets at 11.7%, interest cover at 3.2 times and unencumbered Valley Fair in Silicon Valley. For the year ended 31 December 2017 leverage of 229%. $847.4 million of revaluation gains were achieved, primarily driven by the uplift created from developments. 1.6 Transaction with Unibail-Rodamco The proposal to combine Westfield and Unibail-Rodamco will create a Net property income (on a FFO basis) was $857.4 million for the year $73 billion portfolio comprising 104 assets, of which $61 billion or 84% ended 31 December 2017 compared to $795.1 million for the year are flagship. ended 31 December 2016. an increase of $62.3 million or 7.8%. This increase is largely driven by the completed developments at the World The combined portfolio will operate leading assets in the United States Trade Center in New York in Q4 2016 and in Q4 2017 Century City in in New York, Los Angeles, Silicon Valley and the Washington DC area Los Angeles and UTC in San Diego. and in Europe in London, Paris, Madrid, Barcelona, Stockholm, Vienna and Milan. It will have strong growth prospects with a $14.6 billion The Group’s portfolio achieved comparable net operating income development program. growth of 2.2% for the year and was 93.2% leased at year end, with the Flagship portfolio at 94.9%. The Flagship portfolio achieved The proposal has the full support of the Lowy Family and the comparable net operating income growth of 2.7% for the year with the Westfield Board. Regional portfolio growing by 0.7%. For 2018, comparable NOI growth Documentation for the proposal is expected to be sent to is expected be in the range of 2.5% – 3%. Specialty sales productivity securityholders in April with the vote and implementation expected to was $733 psf up 2.0% for the year. The Flagship portfolio achieved occur later in the first half of 2018. specialty retail sales of $908 psf, up 2.7% with the Regional portfolio achieving specialty retail sales of $455 psf, down 0.3%. Under the terms of the agreement, the Group’s securityholders will receive a combination of US$2.67 of cash and 0.01844 securities in Management and project income was $138.1 million for the year Unibail-Rodamco for each Westfield stapled security. ended 31 December 2017. This includes income from managing centres held in joint ventures and airports, and project income The total transaction costs expected to be borne by the Group if the including developments at London, UTC, Valley Fair and Stratford. transaction proceeds are estimated to be approximately $250 million (comprising $36 million in redundancy and other employee related Financing costs of $145.1 million includes underlying interest before costs, $113 million of cost associated with the vesting of employee interest capitalised of $275.1 million and $130.0 million of interest share plan benefits, $87 million professional fees and $14 million in other capitalised on the Group’s developments including the Century City, transaction costs). Of this amount, $10.3 million has been incurred as at UTC, Valley Fair and Westfield London. 31 December 2017. In certain circumstances, if the transaction does not The mark to market of interest rate derivatives and preference shares proceed, a “break fee” of $150.0 million is payable by Unibail-Rodamco of $39.1 million primarily reflects the revaluation of the minority or by the Group. interests in the United States. 1.7 Digital The deferred tax benefit of $137.3 million includes an $82.6 million In November 2017, the Group rebranded its retail technology business one-time benefit arising from the increase to the taxable cost base of to OneMarket reflecting a shift in its business and operating model.
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