Sydney, October 02, 2012 -- Moody's Investors Service has today assigned a senior unsecured rating of A2 to Westfield Group'sUS$500 million in 144A Notes. The outlook on the rating is negative.

RATINGS RATIONALE

The notes are issued by wholly-owned subsidiaries, WEA Finance LLC, WT Finance (Aust) Pty Limited and WT Finance (NZ) Limited. The Notes are unconditionally guaranteed by Westfield Holdings Limited, Westfield Management Limited (in its capacity as Responsible Entity and Trustee of Westfield Trust), and Westfield America Management Limited (in its capacity as Responsible Entity and Trustee of Westfield America Trust), and certain of their subsidiaries.

The Notes will rank pari passu with the guarantors' other existing senior unsecured debt. Proceeds of the issue will be used to repay borrowings under the Group's revolving credit facilities and to place on deposit. The notes have a maturity date of October 2022.

Westfield's A2/P-1 ratings reflect the group's solid market position given its ownership of a diverse portfolio of high-quality retail properties. This has allowed the group to generate relatively stable operating income.

The rating also considers the group's solid liquidity profile and proven ability to access capital. Westfield has a well-established operational track record through the various stages of the property cycle in four key mature global property markets. The group's management team is well-regarded.

Westfield's high quality asset base is evidenced by the following key factors: 1) extensive asset base of retail centres spread across Australia, the USA, United Kingdom and New Zealand, 2) high quality tenant base, comprising circa 23,900 retail outlets, with long committed lease terms from anchor tenants, 3) consistently high occupancy rates across economic cycles, and 4) a well respected brand / franchise name. These extensive property assets provide a relatively high level of reliability to the group's earnings profile, providing the foundation for the A2 rating.

Financial leverage (Net Debt/EBITDA) was 7.7 times at December 2011, and Westfield's operating and capital management plan will likely result in the ratio declining to below 6.5 times over the next 12-24 months. Specifically, Net Debt/EBITDA will likely be around 6.6-6.7 times in FY2012, decreasing to around 6.4-6.5 times in FY2013.

However, the A2 rating has a negative outlook, reflecting a degree of uncertainty regarding Westfield's ability to achieve leverage metrics on a consistent basis. Factors that Moody's will be mindful of, given the recent weak positioning within the rating, include how the group will manage the balance between shareholder interests and debt holder interests over time, how Westfield's capital management strategy unfolds over the coming months and indication of Westfield's intent in relation to maintaining leverage at the level consistent with an A2 rating.

The outlook on Westfield's long-term rating could return to stable if there is more evidence that financial leverage will remain below 6.5 times on a consistent basis. An upgrade of the ratings in the near term is unlikely, given the group's forecast financial metrics and positioning within the rating.

The A2/P-1 ratings continue to reflect Westfield's strong franchise name and portfolio of diversified, high quality retail properties. The ratings also consider its solid liquidity and track record of access to capital. It furthermore reflects the expectation that its share of future developments will be substantially funded via retained earnings and/or recycling of property assets.

The outlook on Westfield's long-term rating could return to stable if there is more evidence that financial leverage will decline to below 6.5 times on a consistent basis. An upgrade of the ratings in the near term is unlikely, given the group's forecast financial metrics and positioning within the rating.

On the other hand, the ratings could be downgraded if Westfield experiences weakened financial metrics, with Net Debt/EBITDA staying above 6.5 times on a consistent basis. This could result from a material weakening in the operating environment in Australia and the US, or if there is a material increase in debt-funded development pipeline or acquisitions. Further buy-back of securities beyond what was recently announced - but which we view as unlikely - could also pressure the rating.

The principal methodology used in this rating was Moody's Approach for REITs and Other Commercial Property Firms published in July 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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