Unibail-Rodamco. Table Of Contents

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1 September 2, 2011 Unibail-Rodamco Primary Credit Analyst: Maxime Puget, London +44(0) ; Secondary Contact: Anna Overton, London (44) ; Table Of Contents Major Rating Factors Rationale Outlook Business Description Business Risk Profile: Excellent; Well-Diversified And High-Quality Retail Property Portfolio Continues To Post Resilient Operating Performance Financial Risk Profile: Intermediate; Solid Cash Flow Generation While Debt Leverage Benefits From Favorable Market Trends Financial Statistics/Adjustments Related Criteria And Research 1

2 (Editor's Note: In the full analysis published Sept. 2, 2011, the adjustment to EBIT was incorrectly shown as positive in table 1. A corrected version follows.) Major Rating Factors Strengths: Very large and well-diversified European retail property portfolio with leading positions in stable markets, such as France. High-quality assets consisting mostly of dominant shopping centers located in large cities. Stable operating performance with low vacancy rates, a good tenant mix, and well-spread lease maturities. Management's good track record and clear operating strategy. Corporate Credit Rating A/Stable/A-1 Weaknesses: Large speculative development pipeline. Exposure to the depressed Spanish retail market and to more cyclical segments like offices and convention/exhibitions. Rationale The ratings on France-based property group Unibail-Rodamco reflect our view of its position as Europe's largest listed real estate company with leading market positions, notably in France; its well-diversified and high-quality property portfolio consisting mostly of dominant shopping centers located in major European cities; its stable operating performance with low vacancy rates, good tenant mix, and well-spread lease maturities; and management's good track record and clear focus on managing large shopping centers. Under our sector methodology we consider asset quality and asset diversity as the most relevant business risk factors for real estate companies. Partially offsetting these strengths are Unibail-Rodamco's large development program; its exposure to higher-risk countries like Spain and more volatile segments like offices and convention/exhibitions activities. To a lesser extent, we take into account the group's relatively shareholder-friendly financial policy as a financial risk. High dividend distributions are among the legal obligations of Unibail-Rodamco's real estate investment trust (REIT)-like structure and the group has a track record of extraordinary dividend payments. We believe that Unibail-Rodamco should continue to generate stable cash flow over the next months, mainly thanks to the high quality and geographic diversity of its retail property portfolio. These factors enable the group to attract and retain creditworthy tenants that can continue to pay rents in an economic slowdown. We also view positively management's strategy to focus on large shopping centers (those that have more than 6 million visitors per year) in large catchment areas, which are generally more resilient in downturns. The downside risk relates mostly to slower consumer spending trends in Europe, especially in countries like Spain, which could affect tenant quality and occupancy levels. Standard & Poor s RatingsDirect on the Global Credit Portal September 2,

3 Key business and profitability developments We see positive rental income growth for the group in 2011 and in 2012, probably in the low single digits. Our base assumptions include a slight acceleration in rent rate growth together with a continued high occupancy rate and a consistent lease maturity profile (of about four years). Planned asset sales, renovation works in shopping centers, and limited new project deliveries in the next two years will likely offset some of the organic growth in rental income. Profitability should remain stable over the period, in our view, and the fact that many tenancy agreements cover maintenance costs will continue to provide support. In the first half of 2011, the group's net rental income increased by 5.5% on a like-for-like basis. Retail assets income was up by 5.2%, office assets by 3.2%, and convention centers by 12.4%. Vacancy rate remained very low: 2% for retail assets and 8.2% for offices. The group's occupancy-cost ratio (an indicator of how much Unibail-Rodamco charges its tenants) remains manageable at 12.2%, supported by average sales growth of 4.2% at its retail tenants. Profitability remained strong for the six months with an EBITDA margin of 82% and a return on capital of 5.7%, in line with previous years. In terms of recent acquisitions, Unibail-Rodamco has concluded the purchase of the remaining 50% stake that it did not own in the Mokotow shopping center in Warsaw for about 240 million. This transaction will enable Unibail-Rodamco to expand in the Polish retail market, which has been generally resilient over the past three years. Key cash flow and capital-structure developments We anticipate that cash flow generation will continue its slight decline in 2011, due to signed or planned asset disposals and a higher level of cash interest to be paid, but should stabilize in We believe that debt leverage should remain close to a Standard & Poor's-adjusted loan-to-value (LTV) ratio of 40% in 2011 and 2012, supported by a slightly positive portfolio revaluation in 2011 and a stabilization of the level of debt. During the first half of 2011, investor demand for prime retail assets remained strong and pushed market yields down in Central Europe and Austria. This, together with the group's solid rental performance, contributed positively to Unibail-Rodamco's property portfolio revaluation: up 2.4% on like-for-like basis, compared with the previous year. Despite solid letting trends, higher cash interest payments weighed on cash flow generation, with FFO reaching 475 million on June 30, Liquidity The short-term rating on Unibail-Rodamco is 'A-1'. We assess the group's liquidity as adequate under our criteria. Our liquidity assessment is based on the following factors and assumptions: We project that the group's liquidity sources (including cash, FFO, and available credit facilities) over the next months will exceed its uses by more than 1.2x. We view Unibail-Rodamco's debt maturities over the next two years as manageable. In the event that EBITDA declines by 20%, we believe net sources would still adequately cover cash requirements and that the group could still comply with its financial covenants. The debt maturity profile appears well-managed, in our opinion, with an average maturity of four years and no large refinancing risks in the next two years. Cash sources include 87 million of cash and cash equivalents, 712 million of signed or planned asset disposals, and 2.5 billion of undrawn committed credit lines. The main liquidity use relates to 1.8 billion of debt maturing in less than year, including 579 million issued under 3

4 two commercial paper programs of 1 billion and 750 million. We anticipate that Unibail-Rodamco will continue to keep significant headroom under its debt covenants and enjoy easy access to capital markets and bank financing, as shown by its recent successful bond issuances. The quality of the group's portfolio and the low level of encumbered assets also add some financing flexibility, in our view. Outlook The stable outlook reflects our view that Unibail-Rodamco is likely to maintain an intermediate financial risk profile through stable cash flow generation. This, together with about 2.5 billion of asset disposals scheduled for the next two years, could help to reduce the amount of debt in the group's capital structure, which has increased since the 1.8 billion extraordinary dividend payment in We anticipate that the company should be able to maintain EBITDA interest coverage near 3.5x and an LTV ratio of less than 45% over the medium term. We could, however, lower the ratings should Unibail-Rodamco pursue an aggressive development program or a large debt-financed acquisition that would drive LTV over 45% on a prolonged basis. We would also view as credit-negative any material shift in the retail property markets leading, for example, to a sustained like-for-like rental income decline across the group's portfolio. Rating upside appears remote at this stage, given management's views on the optimal debt leverage for the group. Additionally, we believe it is unlikely that the operating cash flow base will increase significantly over the short to medium term. This is in the context of still-subdued consumer spending in Europe and because the group's main new projects are not anticipated to start generating cash before Business Description Unibail-Rodamco is Europe's largest listed real estate group, with a reported property portfolio value of 24.8 billion on June 30, Prime retail assets account 76% of the portfolio, while prime office assets, mostly located in the Paris region, account for 16%. The group also manages convention/exhibition centers and property services (8%). Unibail-Rodamco currently operates in 12 European countries, with a large geographic footprint in France (64% of the portfolio value). The group was formed in 2007, following the merger of real estate companies Unibail Holding (France) and Rodamco Europe N.V. (The Netherlands). Unibail-Rodamco is listed on Euronext Paris with a total market capitalization of 13.7 billion on Sept. 1, Business Risk Profile: Excellent; Well-Diversified And High-Quality Retail Property Portfolio Continues To Post Resilient Operating Performance The major supports for Unibail-Rodamco's excellent business risk profile are: Its large ( 24.8 billion), well-diversified property portfolio, which focuses mostly on food-anchored, dominant shopping centers (86% of the retail portfolio) with more than six million visits per year and significant barriers to entry that provide stable cash flows and resilient asset values. The quality of these assets generally stems from their prime locations with large catchment areas in major European cities. The high barriers to entry that restrict Standard & Poor s RatingsDirect on the Global Credit Portal September 2,

5 competition are generally due to strict planning regulations in areas like the Paris region. Although still skewed towards France (64% of the portfolio value), the group's portfolio benefits, in our view, from a good geographic diversification in mature economies. Its leading market positions in retail, which represents 76% of the portfolio. Unibail-Rodamco currently ranks as Europe's No. 1 shopping mall owner and No. 3 worldwide, with 77 shopping centers in 12 EU countries. The large footfall and the good geographic coverage attract prime retailers and put the group in a relatively strong position to negotiate rents with the tenants. The group's solid operating performance, supported mainly by the prime quality of its retail portfolio, which benefits from a high occupancy rate (98%), a relatively moderate occupancy cost (12.2%), and low customer delinquencies. Leases are mostly indexed-linked and well-spread with an average lease tenor of about four years. The portfolio of tenants is diversified, including large, profitable fashion retailers such as Hennes & Mauritz AB (not rated) and Inditex (not rated). Although 32% of the leases have break options in , we do not expect a significant rise in vacancies because of the attractiveness of the shopping centers. Its prime office properties (16% of the portfolio value) are large, modern buildings. They are located mostly in La Défense, a major business area near Paris, and in the city's central business district. The occupancy rate (92%) remains solid and the tenant mix comprises a large number of blue-chip corporations such as Société Génerale (A+/Stable/A-1) or Societe Nationale des Chemins de Fer Francais (AA+/Stable/A-1+). The average lease tenor is about five years and lease maturity schedules are well-spread. The experience and good track record of management, in terms of both strategy and execution. The group has a clear investment focus, which is to invest and manage a portfolio of large shopping centers producing stable income combined with an office portfolio that provides some higher returns. The group continues to successfully expand across Europe, as shown by the recent acquisition of the remaining 50% stake in the Mokotow shopping center in Warsaw (Poland). In our view, the stable operating performance, notably in terms of rental income growth, validates this strategy. These supports are partially offset, in our opinion, by: The group's highly capital-intensive investment program for the next four years. The development pipeline stands at 6.9 billion, or 28% of the portfolio's market value, as of June 30, Fixed investment commitments have increased to 2.3 billion (versus 1.3 billion one year ago). Brownfield projects, which we view as more risky than renovations or extensions, represent 70% of the pipeline. However, risk related to shopping center developments is mitigated through pre-letting, and construction risks are capped by turnkey contracts. The more cyclical nature of office and convention/exhibition segments (16% and 7% of the portfolio respectively). Asset valuations and rental income are generally more volatile for these assets than for shopping centers, as we observe that demand for office space usually correlates with unemployment rates. Convention activities remain a seasonal and cyclical business, but we note that Unibail-Rodamco benefits from a very strong market share in the Paris region. Unibail-Rodamco's exposure to the depressed Spanish retail market (9% of the portfolio value). High unemployment and fragile consumer spending due to austerity measures are affecting the creditworthiness of retailers and could affect vacancy rates in Spain. Although we note that the operating performance of the shopping centers in Madrid and Barcelona has been resilient. Unibail-Rodamco's significant asset rotation policy. In the first half of 2011, the group acquired 138 million of assets, disposing of over 814 million of buildings. Although it is consistent with the strategy of focusing on large retail assets, this policy results in a decline in operating cash flow until the new projects begin to operate. 5

6 Financial Risk Profile: Intermediate; Solid Cash Flow Generation While Debt Leverage Benefits From Favorable Market Trends We consider the main strengths of Unibail-Rodamco's intermediate financial risk profile to be: Debt service ratios that compare favorably with Unibail-Rodamco's Standard & Poor's-rated peers. As of June 30, 2011, the trailing-12-months EBITDA to interest coverage of 3.9x is supported by a steady rental performance and the low cost of debt (3.6% in the first half of 2011). Its prudent hedging policy against interest rate risk. 97% of Unibail-Rodamco's debt was hedged at June 30, 2011, and nearly 100% is hedged until 2014 through forward swaps, caps, and collars. This should enable the group to maintain a low cost of debt. Good financial flexibility. The debt maturities are well-spread with no large refinancing due in the next four years and an average tenor of 4.1 years. The group has a low level of secured debt (11% of total debt) and has been able to generate cash through 814 million of asset disposals in the first half of We consider the headroom under the debt covenants to be significant, with a reported leverage ratio of 38% on June 30, 2011 (versus maximum leverage of 60% authorized by the debt covenants) and a reported interest coverage ratio of 3.8x (versus the authorized minimum ratio of 2.0x). Well-diversified debt sources. Of current debt outstanding, 56% originates from capital markets and 44% from bank lending. The group has raised 555 million of debt since January 2011, including 350 million from capital markets, illustrating its easy access to financing. These strengths are partially offset by: A recent increase in distribution of funds to shareholders. Debt repayment metrics have declined with FFO to debt of 7.4% for the rolling 12 months to June 2011 (versus 13.7% one year ago). This is mainly due to the higher level of debt following the extraordinary dividend financing in However, debt leverage remained stable with an adjusted LTV of 39.5% at June 30, 2011, supported by favorable portfolio revaluations. Relatively large refinancing requirements. With 1.8 billion over the next 12 months, Unibail-Rodamco has large financing needs in the next two years. However, we consider these to be mitigated by the good availability of capital (debt and equity) to the group. A shareholder-friendly financial policy. We observe that the group proceeded with a 1.8 billion extraordinary shareholder cash distribution in 2010 and that its REIT-like structure is designed to ensure a continuous high dividend payout ratio (85%-95% of the recurring profit). However, we anticipate that the group will carefully manage its financial flexibility by keeping financial ratios well-below their internal limit over the business cycle, taking into consideration potential volatility in asset values and the large investment program. Financial Statistics/Adjustments Unibail-Rodamco reports under International Financial Reporting Standards. The group's real estate portfolio is accounted at fair market value. Standard & Poor's mainly adjusts the group's debt for: Fair value movements of debt ( 189 million at Dec. 31, 2010). Finance leases ( 62 million at Dec. 31, 2010). Standard & Poor s RatingsDirect on the Global Credit Portal September 2,

7 Long-term amounts due on investments ( 154 million at Dec. 31, 2010). Long- and short-term commitments to purchases non-controlling interests ( 46 million). Although Unibail-Rodamco treats its partners' accounts ( 638 million at Dec. 31, 2010) as debt in its financial statements, we exclude this amount from our debt calculations. We view partners' accounts as equity-like instruments, given the profit-based remuneration provided by minority shareholders and sized pro rata for their equity stakes. The amount relates mainly to the joint venture with the Chamber of Commerce of Paris in the group's conference/exhibition activities (ViParis) and two shopping centers in Spain. In addition, we add back capitalized interest ( 35 million on Dec. 31, 2010) to interest expense. Table 1 Reconciliation Of Unibail-Rodamco Reported Amounts With Standard & Poor's Adjusted Amounts (Mil. ) Unibail-Rodamco reported amounts --Financial year ended Dec. 31, Cash flow from operations Cash flow from operations Shareholders' Operating Interest Dividends Capital Debt equity Revenues EBITDA income expense paid expenditures Reported 10, , , , , , , , Standard & Poor's adjustments Postretirement benefit obligations (0.3) (0.3) Capitalized interest (35.1) (35.1) -- (35.1) Share-based compensation expense Reclassification of nonoperating income (expenses) Reclassification of interest, dividend, and tax cash flows Reclassification of working-capital cash flow changes (254.3) (254.3) Minority interests -- 1, Debt--fair value adjustments Debt--finance leases Debt--equity component of convertible debt Debt--long-term commitments to purchase noncontrolling interests Debt--current commitments to purchase noncontrolling interests (189.3) (0.2)

8 Table 1 Reconciliation Of Unibail-Rodamco Reported Amounts With Standard & Poor's Adjusted Amounts (Mil. ) (cont.) Debt--amounts due on investments Debt--current accounts with noncontrolling interests EBITDA--gain/(loss) on disposals of PP&E EBIT--loss/(gain) on asset revaluation (638.2) (113.7) (113.7) (1,702.3) Total adjustments (557.9) 1, (103.1) (1,784.6) 35.6 (289.7) (288.1) 0.0 (35.1) Standard & Poor's adjusted amounts Cash flow from operations Funds from operations Interest Dividends Capital Debt Equity Revenues EBITDA EBIT expense paid expenditures Adjusted 9, , , , , , Table 2 Unibail-Rodamco Peer Comparison Unibail-Rodamco Corio N.V. Klepierre S.A. Rating as of Sept. 2, 2011 A/Stable/A-1 BBB+/Stable/A-2 BBB+/Stable/A-2 (Mil. ) --Financial year ended Dec. 31, Gross rental income 1, EBITDA 1, Gross interest expense Asset revaluation 1, (408.8) Gains on disposals Net income from continuing operations 2, Funds from operations (FFO) Dividends 2, Debt 9, , ,742.5 Valuation of investment property 24, , ,114.0 Adjusted ratios EBITDA margin (%) EBITDA interest coverage (x) Return on capital (%) FFO/debt (%) Debt/EBITDA (x) Loan to value (%) Portfolio composition* (%) Retail Office Other Standard & Poor s RatingsDirect on the Global Credit Portal September 2,

9 Table 2 Unibail-Rodamco Peer Comparison (cont.) Other information* Weighted average cost of debt service (%) Proportion of debt fixed or capped (%) 77% 74% 63% Length of fixed/capped period (years) 4.0 > Weighted average debt maturity (years) Weighted average lease maturity (years) 4.0 > Vacancy rate for investment properties (%) *Based on company data Table 3 Unibail-Rodamco Financial Summary --Financial year ended Dec (Mil. ) Rating history A/Negative/A-1 A/Stable/A-1 A/Stable/A-1 A/Stable/A-1 A-/Stable/A-2 Gross rental income Net rental income 1, , , EBITDA 1, , , Interest expense Asset revaluation 1,702.3 (2,192.1) (1,773.2) 1, ,701.3 Gains/(losses) on disposal (40.2) Net income from continuing operations 2,187.6 (1,467.8) (1,116.0) ,139.8 Funds from operations (FFO) Investments 1, , , Dividends 2, Total debt 9, , , , ,041.7 Market value of portfolio 24, , , , ,856.0 Adjusted ratios EBITDA margin (%) EBITDA interest coverage (x) EBITDA/(interest plus dividends) (x) Return on capital (3.4) 25.6 FFO/debt (%) Debt/EBITDA (x) Loan to value (%) Related Criteria And Research All articles listed below are available on RatingsDirect on the Global Credit Portal, unless otherwise stated. Key Credit Factors: Global Criteria For Rating Real Estate Companies, June 21, 2011 Methodology And Assumptions: Standard & Poor's Standardizes Liquidity Descriptors For Global Corporate Issuers, July 2,

10 Criteria Methodology: Business Risk/Financial Risk Matrix Expanded, May 27, Corporate Criteria: Analytical Methodology, April 15, 2008 Ratings Detail (As Of September 2, 2011)* Unibail-Rodamco Corporate Credit Rating A/Stable/A-1 Commercial Paper Local Currency A-1 Senior Unsecured (15 Issues) A Short-Term Debt (1 Issue) A-1 Corporate Credit Ratings History 31-May Jul Jun Apr-2007 Business Risk Profile Financial Risk Profile A/Stable/A-1 A/Negative/A-1 A/Stable/A-1 A-/Watch Pos/A-2 Excellent Intermediate Debt Maturities On June 30, 2011: 2011: 1.13 bil. 2012: 1.04 bil. 2013: 875 mil. 2014: 525 mil and thereafter: 5.84 bil. Related Entities Rodamco Europe N.V. Issuer Credit Rating Commercial Paper Local Currency A-1 Senior Unsecured (2 Issues) A/Stable/A-1 *Unless otherwise noted, all ratings in this report are global scale ratings. Standard & Poor's credit ratings on the global scale are comparable across countries. Standard & Poor's credit ratings on a national scale are relative to obligors or obligations within that specific country. A Additional Contact: Industrial Ratings Europe; Additional Contact: Industrial Ratings Europe; Standard & Poor s RatingsDirect on the Global Credit Portal September 2,

11 Copyright 2011 by Standard & Poors Financial Services LLC (S&P), a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. No content (including ratings, credit-related analyses and data, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of S&P. The Content shall not be used for any unlawful or unauthorized purposes. S&P, its affiliates, and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions, regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or to make any investment decisions. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P's opinions and analyses do not address the suitability of any security. S&P does not act as a fiduciary or an investment advisor. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. S&P may receive compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, (free of charge), and and (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at 11

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