Westfield Am Trust

Westfield
America
Trust
ANNUAL
REPORT1997

SHOPPING IN THE
USA
• Nine out of 10 American adults shop each month at
shopping centres. That translates into an average of
185 million shopping visits by adults every month.
• Retail sales in shopping centres represent approximately
52% of all US retail sales.
• In America, adults average 37 trips per annum to a
shopping centre of more than 800,000 square feet
(approximately 75,000 square metres).
• In malls of this size, shoppers average 77 minutes per trip.
• 46% of shoppers go to regional malls with no destination
in mind. They simply go to shop. Of the rest, 22% go to
shop at a particular store, 19% go for specific purpose
and 13% go for food or entertainment.
*All figures from International Council of Shopping Center surveys 1997.

MID
missouri
RIVERS MALL

1
Manager’s Report 2
Regional Market Overview 13
The Directors 26
Financial & Statutory Statements 29
Corporate Directory 77
Westfield
America Trust
The portfolio is well balanced, being
Westfield America Trust is an Australian
property trust which listed on the
Australian Stock Exchange in July 1996.
The Trust’s sole investment is an interest
in Westfield America Inc., one of the
largest regional mall real estate
investment trusts in the US.
Westfield America’s portfolio comprises
22 regional centres and three power
centres totalling 2.2 million square
geographically diversified across ten
metropolitan areas in the states of
California, Colorado, Connecticut,
Maryland, Missouri, New York and
Washington.
Growth continued during 1997 as the
portfolio was expanded through the
acquisition of additional property
interests and the redevelopment and
expansion of existing centres.
metres. The centres are anchored by
many of America’s leading retailers.

eport
MANAGER’S
Westfield America Trust (WAT) has
a 50.8% share in Westfield America
Inc. (WEA). In May 1997, WEA
was listed on the New York Stock
Exchange which has positioned
investors of WEA and WAT for
future income and capital growth.
2
FRANK LOWY AO, CHAIRMAN
WESTFIELD AMERICA MANAGEMENT LIMITED

3
We are pleased to report on what has been a very
(ii) Acquisition of new centres
exciting year for Westfield America Trust, as we
continued to strengthen the performance of our
property portfolio and pursue opportunities for
future growth.
ACQUISITIONS Since January 1997, WEA
has made five property acquisitions totalling
US$456 million:
(i) Acquisition of existing partners’ interests
in joint venture centres
●
●
Wheaton Plaza, Maryland/Washington DC
A 68% interest was acquired for US$51.0
million. This one level enclosed centre is
anchored by JC Penney, Hecht’s and
Montgomery Ward. The centre has
approximately 111,100 square metres of total
gross leasable retail area with approximately
140 specialty stores.
Northwest Plaza, St Louis, Missouri A
●
●
Annapolis Mall, Maryland Ownership
was increased from 30% to 100% at a cost
of US$133 million.
Meriden Square, Connecticut Ownership
was increased from 50% to 100% at a cost
100% interest was purchased for US$111.0
million. Northwest Plaza, the largest enclosed
centre in St Louis has more than 157,000
square metres of retail space. The centre is
anchored by Famous-Barr, Dillard’s, JC Penney
and Sears and has 171 specialty stores.
of US$54.5 million.
●
Crestwood Plaza, St Louis, Missouri
Since year end, 100% of this 93,400
square metre centre was acquired for
US$106.4 million.
AUSTRALIAN PUBLIC
WESTFIELD HOLDINGS LIMITED
73.8%
26.2%
US PUBLIC
Westfield America Trust (WAT)
EUROPEAN
INVESTOR (ABP)
23.4% 50.8% 16.3% 9.5%
Westfield America Inc. (WEA)
Portfolio of 25 Shopping US Centres

highlights
FINANCIAL
December 1997
US$ Millions % Change A$ Millions % Change
Total Assets 2,538.9 +33.94% 3,886.3 +63.24%
Net Assets 1,284.7 +33.16% 1,970.4 +62.61%
Unitholders’ Equity 652.1 +26.81% 1,000.2 +54.85%
Earnings before Withholding Tax 112.7 +30.44%* 147.3 +35.39%*
*annualised increase over half year to 31 December 1996
COMPOUND ANNUAL RATES OF RETURN †
to 31 December 1997
30
25
20
26.3%
20.3%
26.7%
22.8%
Westfield
America
Trust
15
10
12.2%
15.3%
Property
Trust
Index
5
0
1 year 18 months (since listing)
All
Ordinaries
Index
† These returns have been calculated by ASX based on the ASX Accumulation Index adjusted to reflect
the earnings per unit pre-withholding tax for which Australian Investors receive a tax credit.
Prospectus
1997 Forecast Dec 1997 Dec 1996 % Change
Number of Units on Issue (Millions) 789.9 822.4 626.9 +31.19%
Net Asset Backing – ($A Per Unit) $1.02 $1.22 $1.03 +18.45%
Earnings before Withholding Tax –
($A Cents Per Unit) 9.97 9.98 4.64 +7.54%*
Cash Distribution – ($A Cents Per Unit) 9.02 9.26 4.24 +9.20%*
Record date 13 February 1998
4
Distribution payment date 27 February 1998
*annualised increase over half year to 31 December 1996

5
These acquisitions have increased WEA’s
market share in a number of regions in which
it already had a major presence. This provides
opportunities for marketing synergies by
introducing the distinctive “Westfield
Shoppingtown” branding which has been
successfully established in Australia for
many years.
REDEVELOPMENTS Redevelopment is
integral to maximising returns as centres need
to be regularly repositioned to gain competitive
advantage from ever-changing market conditions.
Michaels and Loehmann’s. Upgrade of existing
specialty stores and mall finishes were also
undertaken during 1997.
Enfield Square, Connecticut Enfield Square
was redeveloped with the addition of a Sears
store that opened in early 1997. The centre
now has three anchors, Filene’s, JC Penney
and Sears.
Eastland Shopping Center, Los Angeles,
California Eastland has been substantially
converted from an outdated enclosed mall into
power centre.
The Westfield America portfolio remained
dynamic in 1997 with several redevelopments
planned and implemented.
THE DISNEY STORE
With 12 stores
in the Westfield America portfolio,
Disney is one of many successful and
innovative retailers servicing the
growing consumer demand for
entertainment and lifestyle products.
Mission Valley Center, San Diego, California
Mission Valley Center added a new Wolfgang Puck
restaurant to the expansion completed in 1996.
That redevelopment included a 20-screen AMC
theatre, themed restaurants and big box retailers
such as Bed, Bath & Beyond, Nordstrom Rack,

The existing Mervyn’s department store was
renovated and a new Target discount store added.
The centre was completed with big box retailers
and category killer retailers, including Old Navy,
Burlington Coat Factory, Loehmanns, Chicks
Sporting Goods, Baby’s ’R’ Us and Club Disney.
Redevelopment is currently underway at
South Shore Mall in Bayshore, New York
At South Shore Mall a new Sears store was
completed and opened in September 1997 along
with an upgrade of the existing mall and a new
food court. Construction of new specialty shops
in the redevelopment is on schedule and will be
progressively opened with the final stage
including a new Lord & Taylor anchor to be
completed by late 1998.
Development work is currently underway at
Mission Valley West in San Diego, California
where a power centre is being redeveloped with
new big box retailers and restaurants.
New Agreements with Department Stores
In May 1997 Westfield secured commitments
from both Nordstrom and the May Company’s
Lord & Taylor to open new anchor stores at
West County Center, St Louis, Missouri as part
of a major redevelopment planned for late 2001.
In December 1997, we announced new Lord &
Taylor stores for Annapolis Mall – Maryland,
Meriden Square – Connecticut, and South Shore
Mall – New York. The addition of this prominent
anchor will broaden the customer base of these
already successful centres.
PROPERTY OPERATIONS Property income
for the year was $147.3 million an increase of
35.4% over the annualised figure for the initial
period of operation, the half year ended
31 December 1996. This reflects the impact of
new acquisitions, the first full year of trading in
MOTHERHOOD MATERNITY
With eight stores in the portfolio,
Motherhood Maternity is typical of those
retailers benefiting from the recent ‘baby
boom’ in the US where births have
exceeded four million a year for the first
time since the early 1960s.
6

7
ROBINSONS MAY is one of the
eight divisions of the May Department
Stores Company. With a total of 20
stores representing six of its divisions in
the Westfield America portfolio, the May
Company is Westfield’s largest
department store anchor.
redeveloped centres, and increased returns
from the existing portfolio. Mall store space
(excluding centres under development) was
93% leased at 31 December 1997 compared
with 92% a year earlier.
Total mall store retail sales in the portfolio for
the 12 months ended 31 December 1997 were
US$1.44 billion representing a 4.4% increase on a
comparable square metre basis over the prior year.
The US economy remained in positive growth
throughout 1997. With consumer confidence
high, national unemployment at a 24-year low of
around 4.7% and growth in real wages at 4% by
year end, economists predict that consumer
fundamentals point solidly towards continued
strong spending growth by US households in 1998.
Westfield is optimistic about the future of
the regional shopping centre business as new and
innovative specialty retailers continue to lease
CURRENT TRENDS There has been a major
shift in fashion spending over the past six years
with increasing popularity in casual/unisex
dressing and value-oriented ready-to-wear,
including casual and athletic footwear. Westfield
management has sought out unisex tenants such
as Eddie Bauer, J. Crew, The Gap, Banana
Republic, American Eagle and others who have
successfully catered to this trend.
Research also reflects a “baby boom” in the
US in the years 1989–1993 where births
exceeded 4 million a year for the first time since
the early 1960s. There are now 20 million
Americans between the ages of four and eight
years. As a result of this new “baby boom”,
special effort has been made to attract children’s
space, offering greater merchandise selection for
our customers.

OLD NAVY A division of fashion retailer
GAP Inc., Old Navy’s success is based on
value priced unisex apparel – a popular
trend in women’s fashion today. Old Navy
opened as part of the centre’s new and
successful ‘big box’ retail format.
retailers increasing the variety of merchandise
available at the centres. Successful retailers such
as The Gap, are expanding their formats into
larger stores and developing new niche market
ready-to-wear retailers such as Gap Kids,
Baby Gap, Motherhood Maternity and
Gymboree as well as related children’s retailers
for toys, software and video tapes. This has been
complemented by marketing activities tailored
to attract parents and children through activities
such as Kids Club and centre promotions.
concepts with stores such as Gap Kids, Baby
Gap, Old Navy and Banana Republic.
Westfield’s expertise in leasing, research,
marketing and merchandising helps management
identify and respond quickly to retail trends
ensuring the product mix is always contemporary
and meets the demands of our customers.
8
Another fast growing market sector in the US is
the teenager market. There are now more than
37 million teens in the US resulting in an
increase in sales of junior fashion. As the new
baby boomers reach their teenage years, tenants
such as Wet Seal, Contempo Casuals, Pacific Sun
Wear and The Limited will benefit.
NEW RETAILERS New retailers such as The
Disney Store, Starbucks Coffee, Garden Botanica,
Crate & Barrell, The Nature Company and
California Pizza Kitchen are just some of the
CUSTOMER SERVICE Essential to successful
shopping centres is management focused on
providing efficient, customer-friendly services for
the people who shop in the centres and the
retailers who lease space in them. The Westfield
customer service system has been introduced to
train and focus personnel in the US on retailer
and customer service.
Westfield is gradually branding the centres
through advertising, promotions and customer

9
service programs which have been successful in
building shopper recognition and loyalty.
Mission Valley Center, North County Fair,
Plaza Bonita and Plaza Camino Real.
MULTI-CENTRE MARKETS The portfolio
currently comprises four distinct multicentre
regions in:
St Louis, Missouri, where Westfield has five of the
ten major regional shopping centres: Mid Rivers
Mall, Northwest Plaza, South County Center,
West County Center and Crestwood Plaza;
Connecticut, with four of the ten major regional
shopping centres: Connecticut Post Mall,
Enfield Square, Meriden Square and Trumbull
Shopping Park;
Maryland, where Westfield has three of the eight
major regional shopping centres in the Maryland
This ‘clustering’ of centres enables Westfield
to benefit from market synergies. In January of
this year, WEA commenced the branding of its
centres in the St Louis and Connecticut regions
under the Westfield banner. It is anticipated
that this will be extended to WEA centres in the
San Diego and Maryland/Washington DC regions
later in the year.
PROPERTY REVALUATIONS Pursuant to the
Trust Deed, Westfield America Trust revalues its
centres every three years by rotation. Five
properties were independently revalued as at
31 December 1997 resulting in a net increase of
A$30.6 million in revaluation reserves.
portion of the Washington DC area: Annapolis
Mall, Montgomery Mall and Wheaton Plaza; and
San Diego, California, where Westfield has
four of the ten major regional shopping centres:
GLORIA JEAN’S A mix of great
coffee and gifts is the essence of the
Gloria Jean’s formula which has grown
from a one shop family business to more
than 195 outlets in 36 US states (six in
Westfield centres), two in Mexico and
three in Westfield centres in Australia.

US LISTING Westfield America Inc.’s successful
listing in May 1997 raised approximately
US$300 million of new capital. In addition,
at that time, WEA also acquired options over
49 million shares in Westfield Holdings Limited
at an exercise price of A$4.67. These options
are currently “in the money” with Westfield
Holdings shares closing at A$5.90 on
31 December 1997.
BONUS UNIT ISSUE At the same time
as the US listing of WEA, Westfield Holdings
Limited also facilitated a bonus issue of 3 units
for every 100 units held by investors in Westfield
America Trust. These units were issued at nil
consideration to unitholders and represent a
permanent 3% increase in unitholders’ interests
in the Trust.
Bonus units carried an entitlement to the full
distribution commencing 1 July 1997.
UNITS ON ISSUE At the end of 1997 there
were 822.4 million units on issue. The table
below contains details of issues during 1997.
DETAILS DATE UNITS
Placement 2 Jan 1997 163,023,111
pursuant to Prospectus 2nd closing
Placement 18 May 1997 32,479,700
pursuant to exercise of an option by a US investor
DISTRIBUTION After allowing for US
withholding tax (for which Australian investors
receive a tax credit) the full year’s cash
distribution was 9.26 cents per unit, representing
a 9.2% increase over the annualised distribution
for WAT’s initial period of operation, the half
year to 31 December 1996.
1997 earnings before withholding tax was
9.98 cents per unit of which approximately
52% is tax advantaged. This represents an
annualised increase of 7.5% over the half year
to 31 December 1996.
SATURDAY MATINEE The shift
towards combining retailing with
entertainment has not only meant a
growing number of cinema complexes
in shopping centres, but more
entertainment-oriented retailers.
10

11
CUSTOMER SERVICE The Westfield
Customer Service System has been
successfully introduced into the
Westfield centres. Customer service
personnel are on hand to help with free
strollers and wheelchairs, valet parking,
gift vouchers, parents’ facilities and
general centre information.
These results exceed the forecasts in the
Prospectus issued at the time of WAT’s listing
in 1996.
STATUTORY INFORMATION Information
relating to principal activities, investment and
borrowing policy, interest in property, units held
by the manager or its associates and fees and
charges paid to the manager or its associates is
set out on pages 71 and 72.
Westfield America Management Limited
ACN 072 780 619
Manager, Westfield America Trust
THE FUTURE We are confident in our ability to
meet our 1998 goals of increasing occupancy,
increasing income and implementing our
redevelopment plans. With a strong US economy,
excellent retail markets and well located regional
centres, Westfield America is well positioned for
1998 and beyond. We will continue to pursue
Frank P Lowy AO, Chairman
13 February 1998
acquisitions and redevelopment opportunities
which will increase unitholders’ total returns.

personnel
KEY
OF YOUR MANAGER
RICHARD GREEN
Co-President. Richard has 30
years’ experience in retail,
shopping centre management,
development, leasing and
construction. He spent 12
years with May Centres Inc.
before joining Westfield in
1980. He is a trustee of the
International Council of
Shopping Centres.
PETER LOWY
Co-President. Peter has been
managing Westfield’s US
operations since 1990 after
nearly a decade with
Westfield Holdings in
Sydney. He has 18 years
experience in both the
shopping centre business and
international finance having
worked in investment
banking in London and
New York.
MARK STEFANEK
Chief Financial Officer.
Mark brings to his
responsibility for financial
analysis, funding, reporting
and administration, over
20 years of experience in
public accounting; and
regional mall and real
estate development, most
recently with the Disney
Corporation.
DIMITRI VAZELAKIS
Senior Executive Vice
President Development &
Construction.
Dimitri has 17 years
experience with Westfield
spending the last 11 years in
the US. With a civil
engineering background and
an MBA, Dimitri is
responsible for development,
design and construction
across the portfolio.
ROGER BURGHDORF
Senior Executive Vice
President of Leasing and
Centre Management. With
more than 25 years in the US
retail business, Roger has
developed strong
relationships with every
major retailer in the US and
was Director of Leasing at
CenterMark Properties Inc.
where he was responsible for
leasing the portfolio for 4
years prior to joining
Westfield in 1994.
RANDALL SMITH
Executive Vice President of
Marketing. Randy is
responsible for marketing,
market research and public
relations. With over
20 years experience in the
field, Randy was Vice
President Corporate
Marketing and Public
Relations with CenterMark
before joining Westfield in
1994. He is a member of the
International Council of
Shopping Centres’ Research
VICTOR HOOG ANTINK
General Manager
– Westfield America Trust.
Victor joined Westfield in
1995 and has over 20 years
experience in real estate.
Prior to joining Westfield,
Victor was a director of an
investment bank where he
was responsible for the
financial structuring of
property related transactions.
CHRISTINE GODFREY
Investor Relations Manager
– Westfield America Trust.
Christine joined Westfield
in 1988 and was appointed
Investor Relations Manager
in June 1996. Over the last
nine years, Christine has
gained considerable
experience from varied roles
within the corporate
finance, centre management
and development divisions
of Westfield’s Australian
operations.
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Advisory Task Force.
WESTFIELD AMERICA TRUST

13
WESTFIELD AMERICA’S
regional markets
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MID
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coast
EAST
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WEST
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PORTFOLIO
overview
No. of Book Value Total Leaseable Specialty Leaseable No. of Specialty
Region Centres A$Millions Area (Sq. metres)* Area (Sq. metres)* Retailers
West Coast 10 970.3 845,100 346,200 1,145
Mid West 7 604.7(A) 550,400 210,300 739
East Coast 8 1,769.4 737,500 294,800 1,104
Total 25 3,344.4(A) 2,133,000 851,300 2,988
* Areas rounded to the nearest 100 sq. metres and exclude office suites.
(A) Excludes acquisition costs of Crestwood Plaza purchased in January 1998.

14coast
WEST
Topanga Plaza, Los Angeles, California
One of the top 10 centres in Southern California

15
WASHINGTON STATE
Vancouver Mall
REGIONAL TRADING AREAS
CALIFORNIA
Los Angeles
Eagle Rock Plaza
Eastland Shopping Center
The Plaza At West Covina
Topanga Plaza
San Diego
Mission Valley Center
Mission Valley – West
North County Fair*
*(Not managed by Westfield Group)
Plaza Bonita
Plaza Camino Real
Westfield’s
multi-centre
marketing
in California
While shopping centres in the US have many
differences from their Australian counterparts,
Australians visiting Westfield shopping centres
in the US would notice several similarities
with the Westfield Shoppingtowns they know
at home.
There are physical signs like the red uniformed
customer service staff and distinctive red braces
on the cleaning staff. There are the customer
service initiatives like free baby strollers and
wheel-chairs designed to make shopping more
comfortable for people of all ages.
Building the awareness of Westfield’s dedication
to improving the performance of its retail
property assets makes good business sense in
a market the size of San Diego, for example,
Westfield has five shopping centres in the San
Diego market which is forecast to grow in
population by 3.8% over the next five years –
one of the fastest growing local markets in
which Westfield operates.
Mission Valley Center, Mission Valley –
West, Plaza Bonita and Plaza Camino Real
share common television and radio stations
and newspapers which means advertising costs
can be shared giving the marketing team real
opportunities for advertising efficiencies.
Even in a market the size of Los Angeles,
with close to 9.4 million people, the Westfield
name is beginning to make an appearance.
Topanga Plaza, for example, is now labelled
Topanga Plaza – a Westfield Shoppingtown –
as part of a long-term strategy to build
recognition of the benefits of Westfield’s
consistent intensive management approach for
both customers and retailers.
which has a population of 2.7 million.

coast
WEST
EASTLAND SHOPPING CENTER When Robinsons May
department store relocated from Eastland Shopping Center
in California to The Plaza at West Covina – another
property in the Westfield America Inc. portfolio – it gave
Eastland the opportunity for a complete re-positioning.
profiles
PROPERTY
EASTLAND SHOPPING CENTER, CALIFORNIA
West Coast
Eastland Shopping Center was built in 1957 and last
renovated in 1979. The redevelopment of the centre
was planned to ensure the property complemented
The Plaza at West Covina which had been expanded
and renovated in 1993.
Total Specialty
Book Value Book Value Leasable Leasable
WEA as at 31/12/97 as at 31/12/97 Area Area
Shopping Centre Location Equity A$ Millions US$ Millions Sq M* Sq M*
CALIFORNIA
Eagle Rock Plaza Los Angeles 100% 38.7 25.3 43,900 15,100
Eastland Shopping Center West Covina 100% 75.7 49.4 67,800 47,900
Mission Valley Center San Diego 76% 157.2 102.5 127,000 46,100
Mission Valley West San Diego 76% (B) (B) 19,800 19,800
North County Fair Escondido 45% 64.3 41.9 116,700 34,900
Plaza Bonita National City 100% 193.7 126.3 76,300 29,100
Plaza Camino Real Carlsbad 40% 66.0 43.0 106,700 39,900
The Plaza at West Covina West Covina 100% 213.8 139.4 109,000 48,800
Topanga Plaza Canoga Park 42% 96.2 62.7 97,500 34,500
WASHINGTON
Vancouver Mall Vancouver 50% 64.7 42.2 80,400 30,100
16
TOTAL WEST COAST 970.3 632.7 845,100 346,200
* Areas rounded to the nearest 100 square metres.
(B) Mission Valley Center and Mission Valley West valued as one property, with a total book value of A$157.2 million (US$102.5 million).

17
The result is a ‘power centre’ which was created
by reconfiguring the interiors for lease with a
‘big box’ retail format, emphasising variety and
value-for-money shopping.
at the centre in a separate building in January
1998. Club Disney is a place for families to
hold children’s parties complete with games,
interactive entertainment and food.
Construction began in 1996 and was essentially
completed this year. The centre is anchored by
Target at one end and Mervyn’s department store
at the other. Three new retailers were introduced
to the centre this year – Chicks (sporting goods);
With access from two ramps off a major
highway that takes 250,000 cars past the
property every day, Eastland Shopping Center
has great visibility and the repositioning is
proving a success.
Loehman’s (ready-to-wear fashion) and the
Burlington Coat Factory (specialising in coats
as well as children’s wear and other department
store lines).
As many of Westfield’s regional malls move
towards integrating entertainment with shopping,
the ‘big box’ formula is also keeping up with the
trend. California’s second Club Disney opened
THE PLAZA AT WEST COVINA, CALIFORNIA
Approximate Primary Average
No. of No. of Trade Area Household
Parking Specialty Population Income + Major Retailers and
Spaces Retailers 000s $US Special Features
2,314 68 538 51,000 Robinsons-May, Montgomery Ward, Four-screen cinema.
4,569 29 487 55,000 Power centre format anchored by Target, SportsMart,
Old Navy Clothing Co., Baby’s ’R’ Us, Club Disney.
6,525 93 1,054 50,000 Robinsons-May, Montgomery Ward, Macy’s,
Bed, Bath & Beyond, Nordstrom Rack, AMC 20-screen
theatre, Seau’s sports bar, Loehmans, Michaels.
950 15 1,054 50,000 Redevelopment to power centre underway.
5,700 168 759 64,000 Nordstrom, Robinsons-May (2), JC Penney, Macy’s, Sears.
4,331 146 647 43,000 Robinsons-May, JC Penney, Montgomery Ward and Mervyn’s.
6,379 155 470 55,000 Macy’s (2), Sears, Robinsons-May, JC Penney.
5,970 194 805 57,000 Sears, Macy’s, JC Penney, Robinsons-May.
5,448 131 835 75,000 Nordstrom, Sears, Robinsons-May, Montgomery Ward.
5,812 146 300 54,000 Meier & Frank, Nordstrom, Sears, JC Penney, Mervyn’s.
47,998 1,145

west
MID
18
Mid Rivers Mall, St Louis, Missouri
The most recently redeveloped centre in the St Louis portfolio

19
MISSOURI
St Louis
Crestwood Plaza
Mid Rivers Mall
Northwest Plaza
South County Center
West County Center
Cape Girardeau
West Park Mall
REGIONAL TRADING AREAS
COLORADO
Westland Towne Center
Westfield growing
strong in St Louis
The result is opportunities to negotiate multiple
leasing deals with retailers who want full
Westfield is unique in the shopping centre
business for promoting its centres under
one banner.
market coverage in Missouri’s strongest retail
market and to redevelop and appropriately
position each Centre to complement each other
and to compete more effectively in their markets.
The goal is to achieve consistent expectations
among shoppers and retailers of the quality of
Westfield’s properties, customer services and
management.
With the acquisition of Northwest Plaza during
1997 and Crestwood Plaza in January 1998,
Westfield became the largest retail landlord in
St Louis with five highly successful shopping
centres. The company’s strong retail track
record in St Louis has led to good relationships
with regional as well as national retailers.
The name Westfield is becoming familiar
through press and radio advertising which
brands Mid Rivers Mall in St Peters, South
County Center in St Louis, West County Center
in Des Peres, Northwest Plaza in St Louis and
the most recent acquisition of Crestwood Plaza
(also in St Louis) as Westfield Shoppingtowns.
The groundwork is being laid for future benefits
to be reaped from a portfolio of well positioned
regional shopping centres that are skillfully
managed and redeveloped over time to enhance
their capacity to generate optimum returns.

west
MID
NORTHWEST PLAZA Northwest Plaza, purchased by
WEA in December 1997 is St Louis’ largest enclosed
super-regional shopping mall. The centre is located
approximately 20 kilometres north-west of down-town
St Louis. It was opened in 1965 as an open-air centre,
being subsequently renovated and enclosed in 1989.
The centre has 171 specialty stores and is anchored by
Famous-Barr, Dillard’s, JC Penney and Sears.
The St Louis metropolitan area has a population of more
than 2.5 million people and an average annual household
income of approximately US$56,600. The market ranks
third nationally by the number of Top 100 Industrial
Companies headquartered there.
NORTHWEST PLAZA, MISSOURI
profiles
PROPERTY
Mid West
Total Specialty
Book Value Book Value Leasable Leasable
WEA as at 31/12/97 as at 31/12/97 Area Area
Shopping Centre Location Equity A$ Millions US$ Millions Sq M* Sq M*
MISSOURI
Crestwood Plaza St Louis 100% (C) (C) 93,400 37,500
Mid Rivers Mall St Louis 100% 144.3 94.1 86,000 33,800
Northwest Plaza St Louis 100% 170.3 111.1 157,000(D) 67,000
South County Center St Louis 100% 107.7 70.2 69,700 23,700
West County Center St Louis 100% 67.7 44.1 54,200 14,200
West Park Mall Cape Girardeau 100% 76.1 49.6 46,400 21,100
COLORADO
Westland Towne Center Lakewood 100% 38.6 25.2 43,700 13,000
TOTAL MID WEST 604.7 394.3 550,400 210,300
20
* Areas rounded to the nearest 100 square metres.
(C) Crestwood Plaza was acquired in January 1998 at a cost of US$106.4 million.
(D) Area of office suites totalling 13,900 square metres is excluded.

21
With its strong retail mix, this recent addition
to the Westfield America portfolio along with
the newest acquisition of Crestwood Plaza,
makes Westfield the largest retail landlord in the
St Louis metropolitan area with approximately
460,300 square metres of retail space and over
640 tenants.
WEST COUNTY CENTER On the verge of a
major expansion, Westfield this year secured the
confirmation that two key anchors – Lord & Taylor
The centre currently has two anchor stores;
Famous-Barr and JC Penney and approximately
66 specialty stores.
With building to begin in the near future, current
plans will nearly double the size of the centre to
around 102,000 square metres of retail space
with more than 150 specialty stores and also
includes the upgrade of existing anchor and
specialty stores. The renovation will be opened
in stages with completion due in 2001.
and Nordstrom would open new stores as part of
a major redevelopment of the Centre.
West County Center serves an affluent suburban
market area in West St Louis County with
current average household annual income of
US$87,000.
WEST COUNTY CENTER, MISSOURI
Approximate Primary Average
No. of No. of Trade Area Household
Parking Specialty Population Income + Major Retailers and
Spaces Retailers 000s $US Special Features
4,410 144 580 56,000 Famous-Barr, Dillard’s, Sears, 10-screen Cinema.
4,029 161 291 57,000 Famous-Barr, Dillard’s, JC Penney, Sears.
8,950 171 480 50,000 Famous-Barr, Dillard’s, JC Penney, Sears.
4,233 100 496 52,000 Famous-Barr, JC Penney, Dillard’s.
3,009 66 328 87,000 Famous-Barr, JC Penney.
3,409 82 220 38,000 Famous-Barr, JC Penney, Venture.
2,727 15 274 49,000 Sears, Super Kmart.
30,767 739

coast
EAST
22
Annapolis Mall, Maryland
Serving Maryland’s capital and the Washington DC market

23
CONNECTICUT
Connecticut Post Mall
Enfield Square
Meriden Square
Trumbull Shopping Park
REGIONAL TRADING AREAS
NEW YORK
South Shore Mall
MARYLAND
Annapolis Mall
Montgomery Mall
Wheaton Plaza
Westfield starts
branding in
Connecticut
Connecticut has around 3.28 million people
Westfield is redirecting its marketing plans to
include television advertising in Connecticut
where WEA has a substantial presence with
Trumbull Shopping Park, Connecticut Post
Mall, Enfield Square and Meriden Square.
The immediacy, emotional impact and reach
of television is a good fit for shopping centre
marketing and the critical mass of four
centres gives Westfield the opportunity to
maximise exposure while strictly controlling
operating costs.
and is recognised for its increasing affluence.
Average household annual income is forecast
to grow from US$72,571 to US$83,301 in
the next five years. Currently 35.6% of the
population has a household annual income
averaging US$75,000 or more. By 2002
it is estimated that proportion will grow
to 42.3%.
Quality centres successfully serving their local
markets will ensure Connecticut’s Westfield
Shoppingtowns are able to capitalise on the
growth in spending capacity through a mix
of superior merchandise offering, customer
service and strong community-based
marketing initiatives.

EAST
SHORE MALL in Bay Shore, New York
coastSOUTH
opened in 1963, and was transformed this year
through a major renovation, into a bright, expansive,
modern centre. New retailers have attracted many
more shoppers and substantially strengthened the
mall’s position in the Long Island market.
Between 1980 and 1996 the average income in South
Shore Mall’s trade area increased by 6.6% a year. The
current average household annual income is US$76,000
and over the next five years growth is expected
profiles
MONTGOMERY MALL, MARYLAND to be around 4% a year.
PROPERTY
East Coast
Total Specialty
Book Value Book Value Leasable Leasable
WEA as at 31/12/97 as at 31/12/97 Area Area
Shopping Centre Location Equity A$ Millions US$ Millions Sq M* Sq M*
CONNECTICUT
Connecticut Post Mall Milford 100% 226.6 147.7 77,100 39,900
Enfield Square Enfield 100% 77.6 50.6 63,200 24,000
Meriden Square Meriden 100% 164.9 107.5 68,000 27,500
Trumbull Shopping Park Trumbull 100% 299.9 195.5 110,900 46,100
MARYLAND
Annapolis Mall Annapolis 100% 287.0 187.1 92,200 38,100
24
Montgomery Mall Bethesda 100% 357.5 233.1 115,900 42,900
Wheaton Plaza Wheaton 68% 78.5 51.2 111,100(E) 45,700
NEW YORK
South Shore Mall Bay Shore 100% 277.4 180.8 99,100 30,600
TOTAL EAST COAST 1,769.4 1,153.5 737,500 294,800
* Areas rounded to the nearest 100 square metres.
(E) Area of office suites totalling 16,700 square metres is excluded.

25
innovation providing comfortable, private facilities
for parents of young children and babies.
MERIDEN SQUARE was relaunched in 1993
after extensive expansion and renovation. The
centre has taken on a bright new look and its
MERIDEN SQUARE, CONNECTICUT
The redevelopment added Sears as South Shore
Mall’s third anchor, bringing the total retail space
to approximately 99,100 square metres. Since
opening in September 1997, traffic counts at
South Shore Mall are up by 25% and the
performance of Sears is exceeding its own
expectations. Lord & Taylor are also planning a
new store at the centre to open in late 1998.
South Shore Mall includes Long Island’s first
shopping centre parenting room – a Westfield
tenant mix includes over 113 specialty stores,
a food court and 3 department stores: Filene’s,
JC Penney and Sears.
In September of 1997, WEA increased its
ownership of this centre from 50% to 100%
at a cost of US$54.5 million.
In December, Westfield announced a
redevelopment including a new Lord & Taylor
department store and approximately 6,500
square metres of specialty shops would be
added to the centre by late 1999.
Approximate Primary Average
No. of No. of Trade Area Household
Parking Specialty Population Income + Major Retailers and
Spaces Retailers 000s $US Special Features
5,000 137 431 60,000 Filene’s, JC Penney, Caldor.
3,412 87 305 62,000 JC Penney, Filene’s. Sears.
3,380 114 432 63,000 Filene’s, JC Penney, Sears. Lord & Taylor to open late 1999.
5,000 173 558 84,000 Macy’s Filene’s, JC Penney, Lord & Taylor.
4,800 155 473 70,000 Hecht’s, Montgomery Ward, JC Penney, Nordstrom.
Lord & Taylor to open late 1998.
6,400 173 602 92,000 Hecht’s, Sears, Nordstrom, JC Penney.
6,000 140 453 74,000 Hecht’s, JC Penney, Montgomery Ward.
4,500 125 503 76,000 Macy’s, JC Penney, Sears. Lord & Taylor to open late 1998.
38,492 1,104
+ U.S. national average household annual income US$53,200.

FRANK P LOWY AO Chairman
Frank Lowy is Executive
Chairman and co-founder of
Westfield Holdings. He is a
Member of the Board of The
Reserve Bank and a Director
of Daily Mail and General
Trust plc (UK).
PROFESSOR FREDERICK
G HILMER AO
Non-Executive Director and Non-
Executive Deputy Chairman,
Frederick Hilmer holds degrees in
Law from the Universities of Sydney,
and Pennsylvania and MBA from the
Wharton School of Finance. He was
Chairman of the Federal
Government’s National Competition
Policy Review conducted in 1992/93.
He is a professor at the Australian
Graduate School of Management,
UNSW, Chairman of Pacific Power,
Director of Foster’s Brewing Group
Limited, Port Jackson Partners
Limited and Chairman of the Advisory
Board of Fujitsu Australia Ltd.
directors
THE
of
Westfield
America
Management
Limited
DAVID H LOWY
Executive Director, David
Lowy holds a Bachelor of
Commerce degree from the
University of NSW.
He joined Westfield Holdings in
1977 and spent a number of
years working in the US. In
1981 he returned to work in
Australia and was appointed
Managing Director in 1987 and
Managing Director, Corporate
& International in 1997.
He is a member of the Royal
Alexandra Children’s Hospital
Fund Executive Committee.
PETER S LOWY
Executive Director, Peter Lowy
holds a Bachelor of Commerce
degree from the University of
NSW. Prior to joining Westfield
Holdings in 1983, he worked in
investment banking in the US and
UK. He resides in the US and
was appointed Managing Director
responsible for Westfield’s US
operations in 1997.
26

ROBERT A FERGUSON
Non-Executive Director, Robert
Ferguson holds an Honours
Degree in Economics from the
University of Sydney and is an
Associate of the Securities
Institute of Australia. He is
Managing Director of Bankers
Trust Australia Limited.
DAVID M GONSKI
Non-Executive Director, David
Gonski holds degrees in Law and
Commerce. He is a solicitor and a
principal of Wentworth Associates
Pty Ltd. He is Chairman of
Hoyts Cinemas Limited, the
Bundanon Trust and President of
the Art Gallery of New South
Wales Trust. In 1996 he was
appointed to report to the Federal
Government on Commonwealth
film funding. His other
directorships include Coca-Cola
Amatil Limited, John Fairfax
Holdings Limited and Mercantile
Mutual Holdings Ltd.
STEPHEN P JOHNS
Executive Director, Stephen Johns
holds a Bachelor of Economics
degree from the University of
Sydney and is an Associate of the
Institute of Chartered Accountants
in Australia. He joined Westfield
Holdings in 1970 and was
appointed Secretary and
subsequently General Manager,
Finance, prior to becoming
Finance Director of Westfield
Holdings in 1985. Appointed
Group Finance Director in 1997.
27
STEVEN M LOWY
Executive Director, Steven Lowy
holds a Bachelor of Commerce
(Honours) degree from the
University of NSW. In 1997 he
was appointed Managing Director
responsible for Westfield’s
operations in Australia. Prior to
joining Westfield Holdings in
1987, he worked in investment
banking in the US for two years.
He is a Director of the Victor
Chang Cardiac Research Institute.
DEAN R WILLS AO
Non-Executive Director, Dean
Wills is Chairman of Coca-Cola
Amatil Limited, Chairman of
National Mutual Holdings Ltd,
Deputy Chairman of the
Australian Grand Prix
Corporation and a Director of
John Fairfax Holdings Limited.
CARLA ZAMPATTI AM
Appointed Non-Executive
Director in 1997, Carla Zampatti
is Executive Chairman of the Carla
Zampatti Group of Companies
established in 1970. She is a
Director of McDonald’s Australia,
International Wool Secretariat,
Australian Quality Council,
Australian Graduate School of
Management, the Textile Clothing
& Footwear Advisory Panel and
Patron of the Alliance of
Independent Girls’ School.
Her awards include Ufficiale
of the Italian Republic, 1981,
Qantas/ Bulletin Businesswoman
of the Year, 1980/81.

29
STATUTORY &
Financial
Statements
for
Westfield
America
Trust

WESTFIELD AMERICA TRUST
CONSOLIDATED STATEMENT OF CONSTITUTION
of the Fund
As at 31 December 1997
NOTE US$ MILLION A$ MILLION
CURRENT ASSETS
1(n) 31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Cash 40.1 12.7 57.6 16.0
Bank Bills Receivable 11.1 8.6 14.2 10.8
Receivables 2 14.2 7.9 21.9 10.0
Other 3 9.3 2.3 13.2 2.9
Total Current Assets 74.7 31.5 106.9 39.7
NON-CURRENT ASSETS
Investments 4,5 2,443.9 1,851.5 3,748.3 2,325.5
Other 6 20.3 12.5 31.1 15.6
Total Non-Current Assets 2,464.2 1,864.0 3,779.4 2,341.1
Total Assets 2,538.9 1,895.5 3,886.3 2,380.8
CURRENT LIABILITIES
Accounts payable 7 78.3 56.8 112.4 71.4
Borrowings 8 7.7 7.1 11.8 9.0
Total Current Liabilities 86.0 63.9 124.2 80.4
NON-CURRENT LIABILITIES
Accounts payable 9 9.7 10.0 14.9 12.6
Borrowings 10 1,158.5 856.8 1,776.8 1,076.1
Total Non-Current Liabilities 1,168.2 866.8 1,791.7 1,088.7
Total Liabilities 1,254.2 930.7 1,915.9 1,169.1
Net Assets 1,284.7 964.8 1,970.4 1,211.7
EQUITY INTERESTS
Chief Entity Interest
Units on Issue 11 658.3 501.8 822.4 626.9
Reserves 12 (6.2) 12.4 177.8 19.0
Undistributed Income 0.0 0.0 0.0 0.0
Equity attributable to Unitholders
of Westfield America Trust 652.1 514.2 1,000.2 645.9
Outside Equity Interests
Capital on Issue 583.2 439.7 741.2 549.2
Reserves 49.4 10.9 229.0 16.6
Undistributed Income (0.0) – (0.0) –
Total Outside Equity Interests 13 632.6 450.6 970.2 565.8
Total Equity Interests 1,284.7 964.8 1,970.4 1,211.7
30
The accompanying notes form an integral part of these Financial Statements.
Amounts shown as 0.0 represent amounts less than $50,000 that have been rounded down.

WESTFIELD AMERICA TRUST
31
CONSOLIDATED DISTRIBUTION
Statement
For the year ended 31 December 1997
OPERATING REVENUE
NOTE US$ MILLION A$ MILLION
1(n) 31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Shopping Centre Rental and Other Income 242.3 104.6 325.1 132.1
Department Store Lease Rental 8.3 4.2 11.1 5.3
Interest Income 9.9 0.9 13.2 1.2
Other Income 0.0 0.0 0.1 0.1
260.5 109.8 349.5 138.7
LESS - EXPENDITURE
Rates, Taxes and Other Property
Outgoings 14 79.6 35.2 106.9 44.4
Interest and Other Borrowing Costs 15 60.8 27.0 81.5 34.1
Department Store Debt Interest Expense 15 5.4 2.7 7.2 3.5
Legal Fees 0.7 0.9 1.0 1.1
Auditors’ Remuneration 16 0.6 0.2 0.8 0.2
Trustee Fees 0.1 0.0 0.1 0.0
Manager’s Service Fee 23 – – – –
Advisor’s Service Fee 23 – – – –
Other Expenses 0.6 0.6 0.8 0.8
147.8 66.6 198.3 84.1
Currency Translation Gains/(Losses) – – (3.9) (0.2)
Earnings Before Withholding Tax
and Outside Equity Interests 112.7 43.2 147.3 54.4
Less - United States Withholding Tax 5.5 2.7 7.1 3.4
Earnings After Withholding Tax
but before Outside Equity Interests 26 107.2 40.5 140.2 51.0
Less - Earnings After Withholding Tax
Attributable to Outside Equity Interests 48.3 19.4 64.8 24.4
Distributable Income 58.9 21.1 75.4 26.6
Less - Distribution Paid 27.8 – 35.4 –
Less - Distribution Payable 31.1 21.1 40.0 26.6
Undistributed Income brought forward 0.0 – 0.0 –
Undistributed Income carried forward 0.0 0.0 0.0 0.0
Earnings attributable to members
of Westfield America Trust
Operating profit before tax attributable to members 63.4 23.1 81.2 29.1
United States Withholding Tax attributable
to members- (subject to foreign tax credits) (4.5) (2.0) (5.8) (2.5)
Operating profit after tax attributable to members 58.9 21.1 75.4 26.6
Basic Earnings per Unit (cents) 17
- Before United States Withholding Tax 7.79 3.68 9.98 4.64
- After United States Withholding Tax 7.23 3.36 9.26 4.24
The accompanying notes form an integral part of these Financial Statements.
Amounts shown as 0.0 represent amounts less than $50,000 that have been rounded down.

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
1 STATEMENT OF PRINCIPAL
ACCOUNTING POLICIES
(a) Basis of Preparation
The Financial Statements are a general purpose
financial report which have been prepared in
accordance with the requirements of the Corporations
Law, applicable Australian Accounting Standards and
other mandatory professional reporting requirements.
The Financial Statements have been prepared on the
basis of historical cost accounting and do not purport to
disclose current values except where, in accordance with
the requirements of the Trust Deed, Group property
investments are revalued at intervals of not more than
three years. Such valuations are reflected in the
Financial Statements of the Group. On the occasion of
a revaluation of a Group property investment by way of
independent valuation, the remaining assets in that
class are reviewed and appropriate adjustments made
for any material increment or decrement. For the
property investments in which the Group has coownership,
the Financial Statements reflect the Group’s
proportionate share of the valuation.
The accounting policies adopted are in all material
respects consistent with those applied in the previous
year except as otherwise stated.
(b) Principles of Consolidation
The Consolidated Financial Statements include the
results, assets and liabilities of the Chief Entity,
Westfield America Trust (“WAT”), its controlled entities
and partially owned property partnerships as noted
below. WAT, its controlled entities and partially owned
property partnerships are collectively referred to as the
“Economic Entity” or the “Group”.
The Group has significant co-ownership interests in a
number of properties. These interests are held through
partial ownership in property partnerships, including
ownership interests above 50% but less than 100%. For
presentation purposes, in order to reflect the substance
of the investments in the underlying properties, the
Group’s proportionate share of each partnership’s
income and expenditure, and its assets and liabilities
have been included in their respective classifications in
these Financial Statements.
Where entities adopt accounting policies which differ
from those of the Chief Entity, adjustments have been
made so as to ensure consistency with the Chief Entity,
and compliance with applicable Australian Accounting
Standards and the provisions of the Trust Deed
constituting the Chief Entity. All intercompany balances
and transactions, and unrealised profits arising from
intra-economic entity transactions, have been
eliminated in full.
The names of the controlled entities and the
proportionately consolidated property partnerships, and
the Group’s beneficial interests therein are set out in
Note 25.
(c) Foreign Currencies
Translation of foreign currency transactions
Transactions in foreign currencies of entities within the
economic entity are converted to local currency at the
rate of exchange ruling at the date of the transaction or
at hedge rates where applicable.
Amounts payable to and by the entities within the
economic entity that are outstanding at the balance date
and are denominated in foreign currencies have been
converted to local currency using rates of exchange
ruling at the end of the year.
Except for certain specific hedges and hedges of foreign
currency operations, all resulting exchange differences
arising on settlement or re-statement are brought to
account in determining the earnings before withholding
tax and outside equity interest for the financial year,
and transaction costs, premiums and discounts on
forward currency contracts are deferred and amortised
over the life of the contract.
Hedges of foreign operations
Exchange gains and losses on instruments which hedge
investments in foreign operations are taken to the
foreign currency translation reserve on consolidation.
Translation of accounts of foreign operations
All overseas operations are deemed self sustaining as
each is financially and operationally independent of
WAT. The Financial Statements of overseas operations
are translated to Australian dollars using the current
rate method and any exchange differences are taken
directly to the foreign currency translation reserve.
Applicable exchange rates
Assets and liabilities of the Group’s United States
operations have been translated into Australian Dollars
at the year end exchange rate of A$1.00 = US$0.6520
(1996:A$1.00 = US$0.7962). Revenue has been
translated into Australian Dollars at the average rate
applicable for the year, 1997:A$1.00 = US$0.7452
(1996:A$1.00 = US$0.7919). Operating profit
attributable to members and tax expense reflect the US
Dollar hedge rates applicable for the year, 1997:A$1.00
= US$0.7808 (1996: A$1.00 = US$0.7924).
(d) Revenue
Revenue from rents and other property income (net of
bad debts and additional provision for doubtful debts)
is brought to account on an accruals basis, and if not
received at balance date, is reflected in the Statement of
32

WESTFIELD AMERICA TRUST
33
1 STATEMENT OF PRINCIPAL
ACCOUNTING POLICIES (CONTINUED)
(d) Revenue (continued)
Constitution of the Fund as receivables. Percentage rent
is brought to account on an accruals basis. Recoveries
from tenants are recognised as income in the year the
applicable costs are accrued.
Profits from the sale of property investments are
recognised upon settlement and after contractual
duties are completed.
(e) Expenditure
Expenditure including rates, taxes and other outgoings,
is brought to account on an accruals basis.
(f) Income Tax
Under current Income Tax legislation, WAT is not liable
to income tax including capital gains tax, provided it
distributes an amount at least equal to its distributable
income (as defined in the Trust Deed) for the year.
Westfield America Inc., formerly CenterMark Properties
Inc. (“WEA”), is a Real Estate Investment Trust
(“REIT”) for United States Income Tax purposes. To
maintain its REIT status, WEA is required to distribute
at least 95% of its taxable income to shareholders and
meet certain asset and income tests as well as certain
other requirements. As a REIT, WEA will generally not
be liable for federal and state income taxes in the United
States, provided it satisfies the necessary requirements
and distributes 100% of its taxable income to its
shareholders.
(g) Investments
Property investments
Land and buildings are considered as having the
function of an investment and therefore are regarded
as a composite asset, the overall value of which is
influenced by many factors, the most prominent being
income yield, rather than by the diminution of value of
the building content due to the effluxion of time.
Accordingly, the buildings and any component thereof
(including plant and equipment) are not
depreciated.
Property investments are not revalued to an amount
above their recoverable amount, and where carrying
values exceed this recoverable amount, assets are
written down. In determining recoverable amount, the
expected net cash flows have been discounted to their
present value using a market determined risk adjusted
discount rate.
Other investments
Investments in participating mortgage loan and unlisted
options over listed securities are carried at the lower of
cost or expected recoverable amount.
(h) Replacements and Maintenance
The Group’s major source of income is from its
investment in shopping centre properties. Whilst no
provision for maintenance is made in respect of these
properties, in order to maintain these assets to provide
the existing economic return, regular revaluations are
made which take into account the need for future
repairs, replacements and maintenance of a substantial
but infrequent nature which are capitalised when
incurred.
Expenditures for repairs and maintenance that are not
of a substantial or infrequent nature are expensed as
incurred. Certain of these costs are chargeable to the
tenants as provided in their leases and such
reimbursements are included in operating revenue.
(i) Properties Subject to Development
Expenses capitalised to properties subject to
development include the cost of acquisition,
development, rates, taxes and financing charges
during development.
(j) Cash Flows
For the purposes of the Statement of Cash Flows, cash
includes cash on hand and at bank, short term money
market deposits and bank accepted bills of exchange
readily convertible to cash, net of bank overdrafts.
(k) Financial Information Expressed in United States
Dollars
In addition to all amounts reported in Australian
Dollars (“A$” or “$”), where appropriate, United States
Dollar amounts or equivalent amounts (“US$”) have
also been provided in respect of certain assets, liabilities,
revenue and expenditure.
The amounts reported in US$ have been taken directly
from the US$ denominated Financial Statements of the
relevant controlled entities, or, where a currency other
than the US$ is the functional currency, have been
translated into US$ at the exchange rate ruling at the
date of the transaction and at the hedge rate in respect
of specifically hedged items.
(l) Derivatives and Other Financial Instruments
The Group’s activities expose it to changes in interest
rates and foreign exchange rates. There are policies and
limits approved by the Board of Directors of the
Manager in respect of the usage of derivative and other
financial instruments to hedge cash flows subject to
interest rate and currency risks. Management reports to
the Board on a regular basis as to the monitoring of the
policies in place.
The accounting policies adopted in relation to material
financial instruments are detailed as follows:

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
1 STATEMENT OF PRINCIPAL
ACCOUNTING POLICIES (CONTINUED)
Recognised Financial Instruments
(i) Financial Assets
Investment in Participating Mortgage Loan
The investment is carried at the lower of cost or
recoverable amount. Interest income is recognised on
an accruals basis. Terms and conditions are set out in
Note 4.
Investment in Unlisted Securities
Unlisted securities are carried at the lower of cost or
expected recoverable amount. Terms and conditions
are set out in Note 4.
(ii) Financial Liabilities
Bank Loans and Notes Payable
Bank loans and notes payable are carried at cost.
Interest is charged as an expense on an accruals basis.
Terms and conditions are set out in Note 10.
Unrecognised Derivative Financial Instruments
Interest Rate Swaps
The Group enters into interest rate swap agreements
that are used to convert certain variable interest rate
borrowings to fixed interest rates. The swaps are
entered into with the objective of hedging the risk of
interest rate fluctuations in respect of underlying
borrowings. Net receipts and payments in relation to
interest rate swaps are recognised as interest income
and interest expense as appropriate on an accruals
basis over the life of the hedges. Terms and conditions
are set out in Note 22.
Forward Exchange Contracts
The Group enters into forward exchange contracts
where it agrees to sell specified amounts of foreign
currencies in the future at predetermined exchange
rates. The objective is to minimise the risk of
exchange rate fluctuation in respect of a proportion of
its foreign currency denominated future earnings
covering the period to 31 December 1998. The value
of the forward exchange contracts are brought to
account in conjunction with the income to which the
hedges relate. Terms and conditions are set out in
Note 22.
The Group only enters into derivative financial
instruments to hedge underlying borrowings and
cash flows. The Group does not trade in derivative
financial instruments for speculative purposes. In
conjunction with its advisers, the Group continually
reviews its exposures and upgrades its treasury
policies and procedures. Revenues or expenses arising
from changes in the net market values of hedging
instruments are matched and brought to account with
the carrying values and income streams of the
underlying assets or liabilities.
Disclosure of Market Values
The applicable market rates and prices in respect of
derivative and other financial instruments are set out
in the notes to these Financial Statements.
(m)Rounding
Pursuant to ASC Class Order 97/1006, the amounts
shown in the Financial Statements have, unless
otherwise indicated, been rounded to the nearest
tenth of a million dollars.
(n) Financial Period and Comparative Figures
The current financial period comprises the twelve
months ended 31 December 1997. The comparative
figures report on the period from 28 March 1996,
being the date WAT was constituted, to 31 December
1996, and includes the results of WEA and the
proportionate share of its property interests from 1
July 1996, being the date WAT acquired its
controlling interest in WEA, to 31 December 1996.
WAT did not trade during the period from 28 March
1996 to 30 June 1996.
Where appropriate, certain comparative figures have
been restated in order to comply with the current
year’s presentation of the Financial Statements.
34

WESTFIELD AMERICA TRUST
35
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
2 RECEIVABLES
Trade debtors 18.4 15.1 28.3 19.0
Less: Provision for doubtful debts (refer below) (4.2) (7.2) (6.4) (9.0)
Movement in Provision for doubtful debts
14.2 7.9 21.9 10.0
Balance at beginning of the year (7.2) (7.6) (11.0) (9.5)
Bad debts previously provided for written-off
during the year 3.8 3.5 5.9 4.3
Bad and doubtful debts expensed/provided
for during the year (0.8) (3.1) (1.3) (3.8)
Balance at end of the year (4.2) (7.2) (6.4) (9.0)
3 OTHER CURRENT ASSETS
Other debtors, prepayments and deferred costs 9.3 2.3 13.2 2.9
9.3 2.3 13.2 2.9
4 INVESTMENTS
Shopping centre, department stores and other
property investments, based on independent
valuations and acquisition costs, as appropriate
(refer Notes 5a and 5b) 2,271.8 1,815.9 3,484.4 2,280.7
Shopping centre construction in progress, at cost 11.9 35.6 18.3 44.8
2,283.7 1,851.5 3,502.7 2,325.5
Investment in participating mortgage loan at cost* 145.0 – 222.3 –
Investment in unlisted options over listed
securities at cost** 15.2 – 23.3 –
2,443.9 1,851.5 3,748.3 2,325.5
* In May 1997, WEA made a non-recourse participating mortgage loan of US$145.0 million to Westfield Holdings
Limited (“WHL”) entities. This loan has a ten year term and is secured by a first ranking mortgage over WHL’s
50% indirect interest in the Garden State Plaza shopping centre. It may be prepaid without penalty after the fifth
year of the term. The loan carries interest at a fixed rate of 8.5% p.a. together with a further participating interest
of up to 2.5% p.a. based on the yield of the Garden State Plaza shopping centre.
** This represents the purchase price of options to acquire 49.0 million WHL ordinary shares at an exercise price
payable on acquisition of $4.67 per share. The options are exercisable during the two year period ending on
21 May 2002. As at 31 December 1997, the quoted price of WHL ordinary shares was $5.90.

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
TOTAL CAPITAL CAPITAL
ORIGINAL EXPENDITURE EXPENDITURE BOOK
ACQUISITION SINCE INDEPENDENT SINCE VALUE
OWNERSHIP COST ACQUISITION VALUATION VALUATION 31 DEC 1997
FREEHOLD PROPERTY INTEREST % US$ MILLION US$ MILLION US$ MILLION US$ MILLION US$ MILLION
5a
DETAILS OF INVESTMENTS
(expressed in US$)
Annapolis Mall 30.0% 54.3 0.0 54.0 (i) 0.0 54.0
Annapolis Mall (refer (a) below) 70.0% 133.0 0.1 n/a – 133.1
Connecticut Post Mall 100.0% 139.2 0.3 147.4 (i) 0.3 147.7
Eagle Rock Plaza 100.0% 24.7 0.7 24.6 (i) 0.7 25.3
Eastland Center 100.0% 23.2 26.3 23.1 (i) 26.3 49.4
Enfield Square 100.0% 43.5 1.5 50.6 (ii) – 50.6
Meriden Square 50.0% 50.9 1.2 50.7 (i) 1.2 51.8
Meriden Square (refer (b) below) 50.0% 54.5 1.2 n/a – 55.7
Mid Rivers Mall 100.0% 74.5 13.8 94.1 (ii) – 94.1
Mission Valley Center East &West 75.8% 85.6 17.3 85.2 (i) 17.3 102.5
Montgomery Mall 100.0% 230.6 0.2 233.1 (ii) – 233.1
North County Fair 45.0% 41.0 1.1 40.8 (i) 1.1 41.9
Northwest Plaza (refer (c) below) 100.0% 111.1 – n/a – 111.1
Plaza Bonita 100.0% 122.2 0.5 126.3 (ii) – 126.3
Plaza Camino Real 40.0% 43.0 0.2 42.8 (i) 0.2 43.0
South County Center 100.0% 69.6 0.9 69.3 (i) 0.9 70.2
South Shore Mall 100.0% 142.8 29.6 151.2 (i) 29.6 180.8
The Plaza at West Covina 100.0% 135.7 4.4 135.0 (i) 4.4 139.4
Topanga Plaza 42.0% 62.6 0.4 62.3 (i) 0.4 62.7
Trumbull Shopping Park 100.0% 181.8 5.0 190.5 (i) 5.0 195.5
Vancouver Mall 50.0% 41.0 1.4 40.8 (i) 1.4 42.2
West County Center 100.0% 44.3 0.0 44.1 (i) 0.0 44.1
West Park Mall 100.0% 49.1 0.7 49.6 (ii) – 49.6
Westland Towne Center 100.0% 25.1 0.2 25.0 (i) 0.2 25.2
Wheaton Plaza (refer (d) below) 68.0% 51.2 – n/a – 51.2
Shopping centre investments 2,034.5 107.0 89.0 2,180.5
Department stores and other
property investments 91.3 – 91.3 (i) – 91.3
Shopping centre, department stores
and other property investments 2,125.8 107.0 89.0 2,271.8
36
(i) The independent valuations were carried out by Landauer Associates Inc. (Registered Valuers) as at 31 March 1996. The
independent valuations as at 31 March 1996 were used to revalue the property portfolio to fair value on 1 July 1996 following
the acquisition by WAT of its initial interest in WEA. The valuations were performed predominantly using the discounted cash
flow valuation method, with use of the comparable sale and replacement method where appropriate according to the nature of
the property. These investments are carried at their latest revalued amount inclusive of capital expenditure since the latest
valuation and will be revalued as part of the Group’s current progressive three year revaluation programme.
(ii) The independent valuations were carried out by Landauer Associates Inc. (Registered Valuers) as at 31 December 1997. The
valuations were performed predominantly using the discounted cash flow valuation method, with use of the comparable sale and
replacement method where appropriate according to the nature of the property. These investments have been revalued as part
of the Groups’ current progressive three year revaluation programme.
(a) On 3 June 1997, WEA acquired the remaining 70% interest in Annapolis Mall together with a 100% interest in an adjacent
property for US$133.0 million.
(b) On 15 September 1997, WEA acquired the remaining 50% interest in Meriden Square for US$54.5 million.
(c) In December 1997, WEA acquired a 100% interest in Northwest Plaza for US$111.1 million.
(d) On 30 May 1997, WEA acquired a 68% interest in Wheaton Plaza for US$51.2 million.
Since the end of the financial year, WEA acquired a 100% interest in Crestwood Plaza, St Louis, Missouri for US$106.4 million.

WESTFIELD AMERICA TRUST
37
TOTAL CAPITAL CAPITAL
ORIGINAL EXPENDITURE EXPENDITURE BOOK
ACQUISITION SINCE INDEPENDENT SINCE VALUE
OWNERSHIP COST ACQUISITION VALUATION VALUATION 31 DEC 1997
FREEHOLD PROPERTY INTEREST % A$ MILLION A$ MILLION A$ MILLION A$ MILLION A$ MILLION
5b
DETAILS OF INVESTMENTS
(expressed in A$)
Annapolis Mall 30.0% 83.2 0.1 82.8 (i) 0.1 82.9
Annapolis Mall (refer (a) below) 70.0% 204.0 0.2 n/a – 204.1
Connecticut Post Mall 100.0% 213.5 0.5 226.1 (i) 0.5 226.6
Eagle Rock Plaza 100.0% 37.9 1.0 37.7 (i) 1.0 38.7
Eastland Center 100.0% 35.6 40.3 35.4 (i) 40.3 75.7
Enfield Square 100.0% 66.7 2.3 77.6 (ii) – 77.6
Meriden Square 50.0% 78.1 1.8 77.7 (i) 1.8 79.5
Meriden Square (refer (b) below) 50.0% 83.6 1.8 n/a – 85.4
Mid Rivers Mall 100.0% 114.2 21.2 144.3 (ii) – 144.3
Mission Valley Center East & West 75.8% 131.3 26.5 130.7 (i) 26.5 157.2
Montgomery Mall 100.0% 353.5 0.3 357.5 (ii) – 357.5
North County Fair 45.0% 62.9 1.7 62.6 (i) 1.7 64.3
Northwest Plaza (refer (c) below) 100.0% 170.3 – n/a – 170.3
Plaza Bonita 100.0% 187.4 0.8 193.7 (ii) – 193.7
Plaza Camino Real 40.0% 66.0 0.4 65.6 (i) 0.4 66.0
South County Center 100.0% 106.8 1.4 106.3 (i) 1.4 107.7
South Shore Mall 100.0% 219.0 45.5 231.9 (i) 45.5 277.4
The Plaza at West Covina 100.0% 208.1 6.7 207.1 (i) 6.7 213.8
Topanga Plaza 42.0% 96.0 0.6 95.6 (i) 0.6 96.2
Trumbull Shopping Park 100.0% 278.8 7.7 292.2 (i) 7.7 299.9
Vancouver Mall 50.0% 62.9 2.1 62.6 (i) 2.1 64.7
West County Center 100.0% 68.0 0.1 67.6 (i) 0.1 67.7
West Park Mall 100.0% 75.4 1.0 76.1 (ii) – 76.1
Westland Towne Center 100.0% 38.5 0.3 38.3 (i) 0.3 38.6
Wheaton Plaza (refer (d) below) 68.0% 78.5 – n/a – 78.5
Shopping centre investments 3,120.2 164.3 136.7 3,344.4
Department stores and other
property investments 140.0 – 140.0 (i) – 140.0
Shopping centre, department stores
and other property investments 3,260.2 164.3 136.7 3,484.4
(i) The independent valuations were carried out by Landauer Associates Inc. (Registered Valuers) as at 31 March 1996. The
independent valuations as at 31 March 1996 were used to revalue the property portfolio to fair value on 1 July 1996 following
the acquisition by WAT of its initial interest in WEA. The valuations were performed predominantly using the discounted cash
flow valuation method, with use of the comparable sale and replacement method where appropriate according to the nature of
the property. These investments are carried at their latest revalued amount inclusive of capital expenditure since the latest
valuation and will be revalued as part of the Group’s current progressive three year revaluation programme.
(ii) The independent valuations were carried out by Landauer Associates Inc. (Registered Valuers) as at 31 December 1997. The
valuations were performed predominantly using the discounted cash flow valuation method, with use of the comparable sale and
replacement method where appropriate according to the nature of the property. These investments have been revalued as part
of the Groups’ current progressive three year revaluation programme.
(a) On 3 June 1997, WEA acquired the remaining 70% interest in Annapolis Mall together with a 100% interest in an adjacent
property for $204.0 million.
(b) On 15 September 1997, WEA acquired the remaining 50% interest in Meriden Square for $83.6 million.
(c) In December 1997, WEA acquired a 100% interest in Northwest Plaza for $170.3 million.
(d) On 30 May 1997, WEA acquired a 68% interest in Wheaton Plaza for $78.5 million.
Since the end of the financial year, WEA acquired a 100% interest in Crestwood Plaza, St Louis, Missouri for $163.2 million.

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
6 OTHER NON-CURRENT ASSETS
Other debtors and deferred costs 20.3 12.5 31.1 15.6
20.3 12.5 31.1 15.6
7 ACCOUNTS PAYABLE
Trade creditors 19.2 9.5 29.4 12.0
Other creditors and accruals 14.8 15.4 22.8 19.3
United States Withholding Tax payable – 0.7 – 0.9
Distribution payable to Unitholders 31.1 21.1 40.0 26.6
Dividend and distribution payable to
Outside Equity Interests 13.2 10.1 20.2 12.6
78.3 56.8 112.4 71.4
8 BORROWINGS
Bank overdrafts - unsecured – 0.0 – 0.0
Notes payable - secured
relating to shopping centre 5.1 4.7 7.8 5.9
relating to department store 2.6 2.4 4.0 3.1
7.7 7.1 11.8 9.0
9 ACCOUNTS PAYABLE
Other creditors and accruals 9.7 10.0 14.9 12.6
9.7 10.0 14.9 12.6
10 BORROWINGS
Bank loans - relating to shopping centre 463.0 5.0 710.0 6.3
Notes payable
- secured
relating to shopping centre 623.6 777.2 956.4 976.2
relating to department stores 71.9 74.6 110.4 93.6
1,158.5 856.8 1,776.8 1,076.1
Non-current bank loans in relation to shopping centres represent an unsecured revolving credit facility of
US$600.0 million ($920.2 million) with a consortium of banks. In January 1998, this facility was increased by
US$200.0 million to US$800.0 million ($1,227.0 million). The facility is an interest only floating rate facility
maturing in May 2000 extendable at each anniversary date for a further period of one year.
Current and non-current notes payable in relation to shopping centres are due to banks and insurance companies.
These are primarily fixed rate notes secured by mortgages against the shopping centres on a non-recourse basis
and are for terms expiring on varying dates between 1999 and 2002 with one note maturing in 2022. They are
primarily interest only notes, payable monthly.
38

WESTFIELD AMERICA TRUST
39
10 BORROWINGS (continued)
Current and non-current notes payable in relation to department stores are due to insurance companies. These
fixed rate notes are secured against department stores and the leases thereon, on a non-recourse basis. The notes
are in two series with principal amounts amortising over the period to 2004 and to 2014 respectively. They are
payable quarterly.
Details of secured current and non-current notes payable in relation to each property are set out below:
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Connecticut Post Mall – 73.5 – 92.3
Eastland Center – 4.8 – 6.1
Meriden Square – 25.0 – 31.4
Mid Rivers Mall 53.2 53.2 81.6 66.8
Mission Valley Center East & West 56.9 28.7 87.1 36.3
Montgomery Mall 121.5 121.5 186.4 152.6
North County Fair 22.3 22.5 34.2 28.2
Plaza Bonita 59.0 59.0 90.5 74.1
Plaza Camino Real 14.7 14.9 22.6 18.7
South County Center 28.7 28.7 44.1 36.1
South Shore Mall – 73.4 – 92.1
The Plaza at West Covina 60.6 60.6 93.0 76.1
Topanga Plaza 24.0 24.2 36.9 30.4
Trumbull Shopping Park 140.9 145.0 216.1 182.1
Vancouver Mall 15.8 15.9 24.2 20.0
West County Center 16.8 16.8 25.7 21.0
West Park Mall 14.2 14.2 21.7 17.8
Department stores 74.6 77.0 114.5 96.7
Total secured notes payable (current and non-current) 703.2 858.9 1,078.6 1,078.8

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
11 ISSUED CAPITAL
Units on Issue
Ordinary Units of $1.00
each Fully Paid
Number
of Units
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Balance at beginning of the year 626,859,567 501.8 – 626.9 –
Public offering during the year
(allotment date - 28 June 1996) – 321.8 – 402.0
Placements during the year
(allotment dates - 28 June 1996
and 1 July 1996) – 180.0 – 224.9
Placement during the year
(allotment date - 2 January 1997) 163,023,111 130.5 – 163.0 –
Allotment on exercise of
Ordinary Options
(allotment date - 18 May 1997) 32,479,700 26.0 – 32.5 –
Redemption of units
(redemption date - 30 June 1997) (19,105,282) – – – –
Bonus Issue
(allotment date - 30 June 1997) 19,105,282 – – – –
Balance at end of the year 822,362,378 658.3 501.8 822.4 626.9
Options on Issue
Number
of Options
Special Options - Series A 940,000 convertible to 117,426,609 WAT fully paid $1.00 Units
Special Options - Series B 270,000 convertible to 36,000,000 WAT fully paid $1.00 Units
153,426,609
40
Ordinary Options
Each Ordinary Option had entitled the holder to convert 1 WEA Common Share into 20 fully paid $1.00 Units.
During the year 1,623,985 Ordinary Options were exercised resulting in the issue of 32,479,700 Units. On 16 May
1997, as a consequence of the listing of the Common Shares of WEA on the New York Stock Exchange,
the remaining 11,805,125 Ordinary Options then on issue expired.
Special Options
Each Series A Special Option entitles the holder to subscribe for 124.92 fully paid $1.00 Units in exchange for
either US$100.00 ($134.05) or 1 WEA Preference Share. The Series A Special Options are exercisable during the
thirteen year period ending on 1 July 2011. At 31 December 1997, there were 940,000 Series A Special Options
on issue which are convertible to 117,426,609 WAT $1.00 Units.
During the year 270,000 Series B Special Options were issued for a cash consideration of $2.7 million. Each Series
B Special Option entitles the holder the right to subscribe for 133.33 fully paid $1.00 Units in exchange for either
US$100.00 ($134.05) or 1 WEA Preference Share. The Series B Special Options are exercisable
during the thirteen year period ending on 21 May 2012. At 31 December 1997, there were 270,000 Series B
Special Options on issue which are convertible to 36,000,000 WAT $1.00 Units.

WESTFIELD AMERICA TRUST
41
12 RESERVES
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Asset Revaluation Reserve 21.9 12.4 30.2 15.5
Asset Reallocation Reserve (28.1) – (36.3) –
Foreign Currency Translation Reserve – – 183.9 3.5
Movements in Reserves
Asset Revaluation Reserve
(6.2) 12.4 177.8 19.0
Balance at beginning of the year 12.4 – 15.5 –
Transfer upon acquisition by WAT of
additional interest in controlled entity 3.2 – 4.0 –
Transfer upon acquisition by WAT of shares
in controlled entity previously owned by
Outside Equity Interests 0.6 – 0.8 –
Reallocation of attributable asset revaluation
reserve upon the issuance of additional equity
by controlled entity to Outside Equity Interests (4.5) – (5.6) –
Increment on revaluation of property investments 10.2 12.4 15.5 15.5
Balance at end of the year 21.9 12.4 30.2 15.5
Asset Reallocation Reserve
Balance at beginning of the year – – – –
Reallocation of attributable net assets
upon the issuance of additional equity by
controlled entity to Outside Equity Interests (28.1) – (36.3) –
Balance at end of the year (28.1) – (36.3) –
Foreign Currency Translation Reserve
Balance at beginning of the year – – 3.5 –
Exchange differences arising on translation
of the Financial Statements of overseas operations – – 180.4 3.5
Balance at end of the year – – 183.9 3.5

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
13 OUTSIDE EQUITY INTERESTS
Analysis of Outside Equity Interests in
controlled entities -Westfield America, Inc.
Share Capital
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
32,211,425 Common Shares (1996: 21,586,565) 463.1 345.6 590.1 431.7
940,000 Series A Preference Shares (1996:940,000) 94.0 94.0 117.4 117.4
270,000 Series B Preference Shares (1996:Nil) 26.0 – 33.6 –
124 Non-Voting Preference Shares (1996:105) 0.1 0.1 0.1 0.1
Asset Revaluation Reserve 21.3 10.9 29.4 13.6
Asset Reallocation Reserve 28.1 – 36.3 –
Foreign Currency Translation Reserve – – 163.3 3.0
Undistributed Income (0.0) – (0.0) –
Movements in Outside Equity Interests
632.6 450.6 970.2 565.8
Balance at beginning of the year 450.6 565.8
Issue of Share Capital
20,400,000 Common Shares 274.0 354.0
270,000 Series B Preference Shares 26.0 33.6
122 Non-Voting Preference Shares 0.1 0.1
Redemption of Share Capital
8,151,155 Common shares (130.5) (163.0)
103 Non-Voting Preference Shares (0.1) (0.1)
Acquisition by WAT of 1,623,985 Common
Shares from Outside Equity Interests (26.0) (32.6)
Transfer upon acquisition by WAT of
additional interest in controlled entity (3.2) (4.0)
Transfer upon acquisition by WAT of
shares in controlled entity previously
owned by Outside Equity Interests (0.6) (0.8)
Reallocation of asset revaluation reserve
upon the issuance of additional equity by
controlled entity to Outside Equity Interests 4.5 5.6
Reallocation of attributable net assets
upon the issuance of additional equity by
controlled entity to Outside Equity Interests 28.1 36.3
Increment on revaluation of property investments 9.7 15.1
Exchange differences arising on translation
of the Financial Statements of overseas operations – 160.2
42
Earnings After Withholding Tax
Attributable to Outside Equity Interests 48.3 64.8
Dividends Paid and Payable to Outside Equity Interests (48.3) (64.8)
Balance at end of the year 632.6 970.2

WESTFIELD AMERICA TRUST
43
13 OUTSIDE EQUITY INTERESTS (continued)
The Series A Preference Shares were issued on commercial terms that are substantially similar to WEA’s Common
Shares. These Preference Shares were issued concurrent with the restructure of WEA upon the acquisition by WAT
of a controlling interest therein during July 1996.The Series B Preference Shares were also issued on commercial
terms that are substantially similar to WEA’s Common Shares. The Series B Preference Shares were issued
concurrent with the issuance of an additional 20.4 million Common Shares by WEA upon the completion of its
Initial Public Offering in May 1997.
The holders of the 940,000 Series A and the 270,000 Series B Preference Shares are entitled to an annual dividend
per share equivalent to the greater of US$8.50 ($10.99) or the annual dividend paid in respect of a Common
Share. The holder of each Preference Share is entitled to be paid US$100.00 ($134.05) upon liquidation. The
Series A and Series B Preference Shares may be redeemed at the option of WEA any time after 1 July 2003 and
21 May 2004 respectively, upon payment of US$100.00 ($134.05) per share together with any accrued dividend.
2 Non-Voting Preference Shares are entitled to an annual dividend of US$35.00 ($45.24) per share. The holder
of each Non-Voting Preference Share is entitled to be paid US$550.00 ($737.27) upon liquidation. The Non-
Voting Preference Shares may be redeemed at the option of WEA any time after 20 February 1999 upon payment
of US$550.00 ($737.27) per share together with any accrued dividend.
122 Non-Voting Preference Shares are entitled to an annual dividend of US$50.00 ($64.63) per share. The holder
of each Non-Voting Preference Share is entitled to be paid US$550.00 ($737.27) upon liquidation. The Non-
Voting Preference Shares may be redeemed at the option of WEA any time after 31 January 2002 upon payment
of US$550.00 ($737.27) per share together with any accrued dividend.
14 RATES, TAXES AND OTHER PROPERTY
OUTGOINGS
Rates, Taxes and Other Property Outgoings
include the following charges/(credits):
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Property Maintenance and Repairs expenses 8.2 4.7 11.1 5.9
Amortisation of deferred costs 0.6 – 0.8 –
Real Estate Management Fees paid and
payable to the Manager or its Associates 8.3 3.4 11.1 4.3
Expense Reimbursement to the
Manager or its Associates # 14.4 7.0 19.4 8.8
Included in the above amounts are Real Estate
Management Fees and Reimbursible Expenses
payable at 31 December 1997 of : 1.1 0.8 1.8 1.0
# The expense reimbursement noted above excludes costs in respect of the Initial Public Offering of common stock
and the listing of WEA on the New York Stock Exchange. Refer Note 23(iii)(c).

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
15 INTEREST AND OTHER
BORROWING COSTS
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Interest costs 67.4 30.6 90.4 38.7
Other borrowing costs 0.2 0.0 0.2 0.1
Less: amounts capitalised (1.4) (0.9) (1.9) (1.2)
Interest and other borrowing costs expensed 66.2 29.7 88.7 37.6
16 AUDITORS’ REMUNERATION
Amounts paid or due and payable to:
Auditors of the Chief Entity: - for audit services 0.116 0.020 0.156 0.025
- for other services 0.029 – 0.039 –
Amounts paid or due and payable to:
Affiliate of the Auditors of the
Chief Entity: - for audit services 0.337 0.155 0.452 0.197
- for other services 0.096 – 0.148 –
0.578 0.175 0.795 0.222
In addition to the above, fees amounting to US$0.379 million (A$0.509 million) were paid or were payable by the
Group during the financial year to an affiliate of the Auditors of the Chief Entity for professional services in respect
of the WEA Initial Public Offering and listing on the New York Stock Exchange.
17 EARNINGS PER UNIT
Basic Earnings Per Unit
US CENTS
A CENTS
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
- Before United States Withholding Tax 7.79 3.68 9.98 4.64
- After United States Withholding Tax 7.23 3.36 9.26 4.24
Diluted Earnings Per Unit Before and After Withholding Tax are not materially different to the Basic Earnings Per
Unit noted above.
Basic Earnings Per Unit Before Withholding Tax is calculated by dividing the Earnings Before Withholding Tax
attributable to WAT by the weighted average number of Ordinary Units on issue during the year. Basic Earnings
Per Unit After Withholding Tax is calculated by dividing the Distributable Income by the weighted average number
of ordinary units on issue during the year.
Diluted Earnings Per Unit Before and After Withholding Tax is calculated by dividing the Earnings Before
Withholding Tax attributable to WAT and the Distributable Income, respectively, in respect of the relevant
financial year as adjusted for earnings arising from proceeds on issue of potential Ordinary Units by the weighted
average number of Ordinary and potential Ordinary Units outstanding during that financial year.
The weighted average number of Ordinary Units for the financial year was 814,353,685 units (1996: 626,859,567 units).
Potential ordinary units include unexpired Special Options convertible to ordinary units. At 31 December 1997,
there were 153,426,609 potential Ordinary Units on issue of which none were considered to be materially dilutive.
44

WESTFIELD AMERICA TRUST
45
18 NET ASSET BACKING PER UNIT
US$ A$
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Net Asset Backing Per Unit 0.79 0.82 1.22 1.03
Net asset backing per unit is calculated by dividing the Equity Attributable to Unitholders of Westfield America
Trust by the number of Ordinary Units on issue at the end of the financial year.
19 CONTINGENT LIABILITIES
The Redevelopment Agency of the City of West Covina issued US$45.0 million ($69.0 million) of special tax
assessment municipal bonds (Original Bonds) on 1 March 1990, to finance land acquisition for the expansion of
the shopping centre and additional site improvements. During 1996, the Agency refinanced the Original Bonds by
issuing certain serial and term bonds with a total face value of US$51.2 million ($78.5 million) (New Bonds)
proceeds of which were used to redeem the Original Bonds. Special taxes levied against the property, which are
recoverable from tenants pursuant to the terms of their leases, together with incremental property tax,
incremental sales tax, and park and ride revenues will be used to pay the principal and interest on the New Bonds
and the administrative expense of the Agency. Principal and interest payments on the New Bonds
commenced in 1996 and will continue to 2022. The Group has the contingent obligation to satisfy any shortfall
in annual debt service requirements after tenant recoveries.
The Group is involved in several lawsuits in the normal course of business. However, management believes that
the ultimate outcome of such pending litigation will not materially affect the results of operations or the
financial position of the Group.
The Group also has contingent liabilities, estimated at US$8.1 million ($12.5 million) (1996: US$12.1 million
($15.2 million)), arising from obligations in respect of the performance of works pursuant to lease,
construction and development commitments.
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
20 CAPITAL EXPENDITURE COMMITMENTS
Expenditure contracted but not provided for:
Due within one year 55.4 35.8 85.0 45.0
Due after one year – – – –
55.4 35.8 85.0 45.0
The above capital expenditure is committed to redevelop and expand investment properties owned by the Group.
21 UNHEDGED FOREIGN CURRENCY ITEMS
Unhedged US$ monetary assets - current 43.6 10.5 66.9 13.2
- non-current 165.3 12.5 253.5 15.7
Unhedged US$ monetary liabilities - current (54.9) (42.9) (84.2) (53.8)
- non-current (1,168.2) (866.8) (1,791.8) (1,088.8)
(1,014.2) (886.7) (1,555.6) (1,113.7)
Unhedged US$ non-monetary
assets - current – – – –
- non-current 2,298.9 1,851.5 3,526.0 2,325.4
Unhedged US$ non-monetary
liabilities - current – – – –
- non-current – – – –
Net unhedged position 1,284.7 964.8 1,970.4 1,211.7

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
22 INTEREST AND CURRENCY HEDGES
The Group has entered into fixed interest rate
hedges in respect of its borrowings as follows:
Principal amount of fixed interest rate borrowings 703.2 658.8 1,078.6 827.4
Notional principal amount of other fixed rate
payable instruments 225.0 125.0 345.1 157.0
Effective fixed rate borrowings 928.2 783.8 1,423.7 984.4
Effective fixed interest rate borrowings as a
proportion of total borrowings 80% 91% 80% 91%
Average effective fixed rate (inclusive of margins) of
hedges and borrowings, including delayed start hedges 7.46% 7.77% 7.46% 7.77%
Average remaining term (in months) of fixed rate
hedges and borrowings, including delayed start hedges 93 58 93 58
The average commercial borrowing rate at 31 December 1997 for similar types of borrowings and hedging
arrangements is 7.38%.
The Chief Entity has entered into currency hedges in respect of a substantial proportion of the dividends
(net of withholding tax) and distributions that are forecast to be receivable from its controlled entities in
US$ in respect of the period to 31 December 1998, as follows :
31 DEC 1997 31 DEC 1996
CONTRACTS EXERCISABLE CONTRACTS EXERCISABLE
WITHIN BETWEEN 13 WITHIN BETWEEN 13
12 MONTHS AND 18 MONTHS 12 MONTHS AND 30 MONTHS
Forward exchange contracts to receive A$ million 76.1 24.3 64.2 95.9
to pay US$ million (58.7) (18.5) (50.3) (73.7)
Forward exchange contracts are not recognised on the balance sheet until the underlying transactions are recorded.
The average forward exchange rate for the above contacts is A$1.00 = US$0.7689. The average forward exchange
rate at 31 December 1997 for contracts with similar maturity profiles was A$1.00 = US$0.6566.
Credit Risk
The Group’s maximum exposures to credit risk at balance date in relation to each class of recognised financial asset
is the carrying amount of those assets as indicated in the balance sheet.
In relation to unrecognised financial assets, credit risk arises from the potential failure of counterparties to meet
their obligations under the contract or arrangement. As at 31 December 1997, the Group’s maximum credit risk
exposure in relation to these was US$0.1 million ($0.2 million).
In accordance with the policies determined by the board of the Manager, credit risk is spread among a number of
counterparties. The counterparties to derivative financial instruments and fixed interest rate borrowings consist of
a number of prime financial institutions.
46

WESTFIELD AMERICA TRUST
47
23 RELATED PARTY TRANSACTIONS
Related party transactions that occurred during the financial year are set out below unless already disclosed
elsewhere in these Financial Statements.
(i) 1996 WAT Prospectus
As foreshadowed in the 1996 WAT Prospectus, on 2 January 1997, 163,023,111 units in WAT were allotted to
an entity in the Westfield Holdings Limited Group (“WHL Group”) for US$130.5 million ($163.0 million). On
the same day, WAT acquired from WEA for US$130.5 million ($163.0 million), an additional 13.9%
shareholding in WEA.
(ii) Listing of WEA on New York Stock Exchange
A number of transactions took place in connection with the listing of WEA on the New York Stock Exchange
on 16 May, 1997. Where applicable, certain of these transactions were approved by WAT unitholders at an
Extraordinary General Meeting held on 17 April 1997. The transactions concerned were:
(a) WEA made a US$145.0 million ($222.4 million) non-recourse participating mortgage loan to WHL Group
entities that hold a 50% indirect interest in the Garden State Plaza shopping centre. Other terms of this loan
are described in Note 4.
(b) The period for the exercise by WEA of an option that it holds over the WHL Group’s 50% indirect interest
in the Garden State Plaza shopping centre (“the GSP Option”) was extended. The final date for the exercise
of this Option is now 31 May 2000. In addition, the exercise of the GSP Option will now require the approval
of at least 75% of the independent directors of WEA and, in circumstances where the purchase price on exercise
(as determined by independent valuation) exceeds US$200.0 million ($306.7 million) (before taking into
account the US$145.0 million ($222.4 million) participating mortgage loan referred to in (a) above), the
approval of a majority of WEA Stockholders (other than the WHL Group, its affiliates (including WAT) and
interests associated with the Lowy family) voting on that issue at a Stockholders Meeting.
(c) WEA purchased options over 49.0 million ordinary shares in WHL for a total cash consideration of
A$19.6 million (US$15.2 million). Other details regarding these options are provided in Note 4.
(d) A new Investors Agreement was entered into between WEA, the WAT Trustee and members of the WHL
Group. This Agreement, which replaced the previous Stockholders Agreement, regulates certain matters with
respect to the election of directors of WEA. Under this agreement, the WHL Group also agreed, subject to
certain terms, that it will not acquire ownership interests in competing retail properties for so long as it is
Advisor to WEA and the manager of shopping centres in the WEA shopping centre portfolio.
The new Investors Agreement continues a first right of refusal held by the WHL Group in respect of warrants
over WEA Common Shares owned by WAT and extends that first right of refusal to additional warrants
obtained by WAT (see paragraph (n) below).
Under the new Investors Agreement the WHL Group agreed, in the event that the GSP Option is exercised by
WEA, to receive the net purchase price payable (after taking into account the US$145.0 million ($222.4
million) participating mortgage loan) in the form of WEA Common Shares at the then ruling market price.
(e) As a consequence of the termination of the existing Stockholders Agreement, various rights previously held by
the WAT Trustee with respect to the approval of transactions entered into by WEA were terminated. The continuation
of these approval rights was inappropriate in view of the listing of WEA on the New York Stock Exchange.
(f) At a Stockholders Meeting of WEA, the WAT Trustee voted in support of amendments to WEA’s articles
consequent upon the listing of WEA. The amendments to the WEA articles involved alterations to the capital
structure of WEA and procedures for the election of directors.
(g) The term of the Advisory Agreement between WEA and the WHL Group (as Advisors) was amended. This
agreement now has an initial fixed term of 3 years with subsequent renewals to occur annually unless the WAT
Trustee and at least 75% of the independent directors of WEA agree that the performance of the WHL Group
has not met required standards or that the Advisors fees are not fair (subject to rights of the WHL Group to
adjust the fee). Further, the basis of fees payable to the WHL Group was amended to be equal to 25% of the
excess of annual funds from operations of WEA over a stipulated level. This fee is to be capped at the level
previously payable, i.e. 0.55% of the net equity value of WEA.

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
(h) The term of the Management Agreement between the WHL Group and WEA with respect to the shopping
centres in WEA’s portfolio was amended. The Management Agreement will now have a term similar to the term
of the amended Advisory Agreement (see paragraph (g) above).
(i) The Master Development Framework Agreement between the WHL Group and WEA was amended so that
it is terminable by WEA upon the approval of the WAT Trustee and 75% of the independent directors of WEA
in circumstances where the Management Agreements (see paragraph (h) above) and the Advisory Agreements
(see paragraph (g) above) have been terminated. Such termination will not apply to development projects that
are under way or in respect of which substantial pre-development work has been undertaken.
(j) The right of WEA to terminate the Advisory Agreement, Management Agreements and the Master
Development Framework Agreement in circumstances where the aggregate interest of WAT and the WHL
Group in WEA falls below 20% was terminated.
(k) Ordinary Options held by the WHL Group over WAT units were terminated in accordance with their terms
as a consequence of the listing of WEA on the New York Stock Exchange.
(l) Furman Selz LLC received brokerage/underwriting fees amounting to US$1.7 million ($2.3 million) in
connection with the listing of WEA on the New York Stock Exchange. Roy Furman, who is the Vice Chairman
of Furman Selz LLC, is a director of WEA.
(m) Members of the Lowy family agreed with WEA that they will not acquire certain ownership interests in
shopping centre properties in the United States so long as the WHL Group is the Advisor to WEA and the
Manager of the shopping centres and interests associated with the Lowy family have significant ownership
and management involvement in the WHL Group.
(n) WAT acquired for fair market value additional warrants over 2,089,552 WEA Common Shares. These
additional warrants have a 20 year term and an exercise price of US$15.00 ($19.37) per Common Share.
(o) On 30 June 1997, 19,105,282 WAT units held by a WHL Group entity were cancelled for nil consideration
to facilitate a bonus issue of 19,105,282 WAT units. This bonus issue was made on a 3 for 100 basis to
unitholders in WAT other than the WHL Group and interests associated with the Lowy family and on an
equivalent basis to Stichting Pensioenfonds ABP as the holder of Special Options in WAT.
(iii)Other
(a) Property management fees amounting to US$8.3 million ($11.1 million) were payable to the WHL Group
in respect of the current financial year.
(b) During the financial year, WEA paid US$45.9 million ($61.6 million) to the WHL Group in respect of
expansion and redevelopment costs.
(c) During the financial year, the Group reimbursed the WHL group entities US$1.7 million ($2.3 million)
for external fees and costs incurred by those entities in respect of WEA’s Initial Public Offering and listing on
the New York Stock Exchange.
(d) During the financial year, the Group received interest amounting to US$8.3 million ($11.2 million) in
respect of the participating mortgage loan to WHL Group entities.
48

WESTFIELD AMERICA TRUST
49
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
23 RELATED PARTY
TRANSACTIONS (continued)
(e) Advisory and Manager’s Service Fees
Advisory Fee paid or due and payable to Associates
of the Manager, determined in accordance with the
provisions of the Advisory Agreement – – – –
Manager’s Service Fee paid or due and payable to
the Manager, determined in accordance with the
provisions of the Trust Deed – – – –
WEA has engaged Westfield U.S. Advisory L.P. (“Advisor”) to provide information, advice and assistance to WEA
and to undertake certain duties and responsibilities on behalf of, and subject to, the supervision of WEA. The
Advisor will be paid an annual Advisory Fee equal to the lesser of 0.55% of the net equity value of WEA, or, 25%
of the annual Funds From Operations of WEA in excess of a base amount of Funds From Operations as adjusted
from time to time to reflect new issues of common stock. The term “Funds From Operations” means net income/
(loss) (computed in accordance with generally accepted accounting principles in the United States) (“GAAP”)
excluding gains (or losses) from debt restructuring and sales of property, plus real estate related depreciation and
amortisation and after adjustments for consolidated partnerships and joint ventures.
WAT and Westfield America Management Limited (“Manager”) entered into an agreement whereby WAT will be
managed by the Manager for which the Manager will be paid an annual fee of 0.55% of the net asset value of WAT.
In addition, the Manager has agreed that this fee payable by WAT will be reduced by an amount equivalent to the
proportion of the Advisory Fee paid by WEA to the Advisor which is attributable to WAT’s ownership interest
in WEA.
The Manager and the Advisor agreed at the time of the listing of WAT to forgo the entitlement to their Service Fees
for the period from 28 March 1996, the inception of WAT, to 31 December 1997.
24 FINANCIAL REPORTING BY SEGMENTS
The Group operates solely as a retail property investor in the United States.

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
INTEREST
NOTES BENEFICIAL % CONSOLIDATED %
50
25 DETAILS OF CONSOLIDATED CONTROLLED
ENTITIES AND PROPORTIONATELY
CONSOLIDATED PROPERTY OWNING
ASSOCIATE ENTITIES
Chief Entity
Westfield America Trust ad 100.00 100.00
Consolidated Controlled Entities
Westfield America Inc. bdh 50.76 100.00
Westfield America of Meriden Square Inc bdh 50.76 100.00
Westfield America of Annapolis Inc bdh 50.76 100.00
Westfield America of Bonita Inc bdh 50.76 100.00
Westfield America of Missouri Inc bdh 50.76 100.00
Westfield America of Vancouver Inc bdh 50.76 100.00
Westfield America of West Covina Inc bdh 50.76 100.00
CMF Inc bdh 50.76 100.00
Eagle Rock Properties Inc bdh 50.76 100.00
Mid Rivers Office Development I Inc bdh 50.76 100.00
Montgomery Mall Properties Inc bdh 50.76 100.00
Northwest Plaza Limited Liability Corporation bdeh 50.76 100.00
Residential Rental and Investments Inc bdh 50.76 100.00
South Counties Properties Inc bdh 50.76 100.00
Topanga Center Inc bdh 50.76 100.00
West Park Mall Inc bdh 50.76 100.00
Westfield Management Inc bdh 50.76 100.00
Westland HCI Inc bdh 50.76 100.00
Westland Milford Properties Inc bdh 50.76 100.00
Westland Partners Inc bdh 50.76 100.00
Westland Properties Inc bdh 50.76 100.00
Westfield America of Wheaton Inc bdeh 50.76 100.00
Annapolis Mall Limited Partnership cdfh 50.76 100.00
Connecticut Post Limited Partnership cdh 50.76 100.00
Montgomery Mall Limited Partnership cdh 50.76 100.00
Meriden Square Partnership cdgh 50.76 100.00
West Park Partners Limited Partnership cdh 50.76 100.00
Westland Shopping Center Limited Partnership cdh 50.76 100.00
Westland South Shore Mall Limited Partnership cdh 50.76 100.00
Proportionately Consolidated Property
Owning Associate Entities
EWH Escondido Associates Limited Partnership cdi 22.84 45.00
M-R St. Peters Limited Partnership cdh 25.38 50.00
MBM Associates - New Limited Partnership cdh 0.51 1.00
Mid Rivers Limited Partnership cdh 16.92 33.33
Mission Valley Partnership cdh 38.48 75.80
Owensmouth Office Associates Limited Partnership cdh 10.79 21.25
Plaza Camino Real Partnership cdh 20.30 40.00
Topanga Plaza Partnership cdh 21.32 42.00
Vancouver Mall Partnership cdh 25.38 50.00
West Valley Partnership cdi 21.57 42.50
Wheaton Plaza Shopping Centre Limited Partnership cdeh 34.52 68.00
Notes
a Trust.
b Company - incorporated in the United States.
c Partnership - formed in the United States.
d Principal activity - property investment.
e Business entity acquired in the current year.
f Additional 70% of business entity acquired in the current year.
g Additional 50% of business entity acquired in the current year.
h Business entity audited by affiliates of the auditors of the Chief Entity.
i Business entity audited by other auditors.

WESTFIELD AMERICA TRUST
51
26 STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Receipts in the course of operations 233.3 112.3 313.0 141.8
Payments in the course of operations (81.9) (41.2) (109.9) (52.0)
Interest received 9.3 0.8 12.5 1.0
CASH IN/(OUT) FLOWS FROM OPERATING
ACTIVITIES 160.7 71.9 215.6 90.8
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property investments and
construction in progress (401.0) (27.1) (551.6) (34.2)
Payments for purchases of unlisted securities (15.2) – (19.6) –
Investment in participating mortgage loan (145.0) – (187.3) –
Payments for the purchase of controlled and
proportionately consolidated entities, net
of cash acquired – (418.2) – (522.4)
Payments in respect of non-operating assets and
liabilities acquired on purchase of controlled and
proportionately consolidated entities – (50.9) – (63.6)
CASH IN/(OUT) FLOWS FROM INVESTING
ACTIVITIES (561.2) (496.2) (758.5) (620.2)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of capital to Unitholders 130.5 444.8 163.0 555.7
Redemption of capital in respect of
Outside Equity Interests (130.6) – (163.1) –
Issue of capital to Outside Equity Interests 297.5 134.1 384.3 167.5
Borrowings - repayments – (117.1) – (146.4)
Borrowings - proceeds 306.4 26.3 431.5 33.2
Interest paid (70.0) (31.2) (93.9) (39.4)
Distributions paid (48.9) – (62.1) –
Dividends and distributions paid by controlled
entities to Outside Equity Interests (44.7) (9.3) (56.7) (11.7)
United States Withholding Taxes paid (9.8) (2.0) (12.5) (2.5)
CASH IN/(OUT) FLOWS FROM FINANCING
ACTIVITIES 430.4 445.6 590.5 556.4
NET CASH IN/(OUT) FLOWS FOR THE YEAR 29.9 21.3 47.6 27.0
CASH BALANCE AT BEGINNING OF THE YEAR 21.3 – 26.8 –
Exchange gains/(losses) on cash balance brought
forward at the beginning of the year – – (2.6) (0.2)
CASH BALANCE AT END OF THE YEAR 51.2 21.3 71.8 26.8

WESTFIELD AMERICA TRUST
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
26 STATEMENT OF CASH FLOWS (continued)
(a) COMPONENTS OF CASH
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Cash 40.1 12.7 57.6 16.0
Bank Bills Receivable 11.1 8.6 14.2 10.8
Bank overdrafts – (0.0) – (0.0)
(b) RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES TO EARNINGS
AFTER WITHHOLDING TAX BUT BEFORE
OUTSIDE EQUITY INTERESTS
51.2 21.3 71.8 26.8
Net cash in/(out) flows from operating activities 160.7 71.9 215.6 90.8
Currency translation differences – – (3.9) (0.2)
Bad debt provision 3.0 0.4 4.0 0.6
Interest expense (66.1) (29.7) (88.7) (37.5)
United States Withholding Tax expense (5.5) (2.7) (7.1) (3.4)
(Decrease)/Increase in other net assets
attributable to operating activities 15.1 0.6 20.3 0.7
Earnings After Withholding Tax but before
Outside Equity Interests 107.2 40.5 140.2 51.0
52
(c) MATERIAL ACQUISITION AND DISPOSAL
OF CONTROLLED AND PROPORTIONATELY
CONSOLIDATED ENTITIES
Consideration
Cash – 434.9 – 543.3
Units issued - refer Note (d) below – 57.0 – 71.2
Outside equity interests – 449.5 – 561.6
Fair value of net assets of entities acquired
– 941.4 – 1,176.1
Cash – 16.7 – 20.9
Receivables – 31.2 – 39.0
Property investments and construction in progress – 1,824.4 – 2,279.1
Creditors and accruals – (82.1) – (102.6)
Notes payable – (825.5) – (1,031.2)
Outflow of cash paid, net of cash acquired
– 964.7 – 1,205.2
Cash consideration – 434.9 – 543.3
Cash acquired – (16.7) – (20.9)
– 418.2 – 522.4

WESTFIELD AMERICA TRUST
53
26 STATEMENT OF CASH FLOWS (continued)
(d) NON CASH FINANCING AND INVESTING ACTIVITIES
On 28 June 1996, WAT allotted 71,205,498 Units and 10,930,672 Ordinary Options to WHL Group entities in
return for 7.86% of the then issued capital of WEA. In May 1997, WAT allotted 32,479,700 Units to a holder of
Common Shares in WEA pursuant to the exercise of Ordinary Options. In consideration for the foregoing, WAT
received 1,623,985 WEA Common Shares.
(e) FINANCING FACILITIES
Firmly committed financing facilities
available to the Group are as follows:
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Total financing facilities # 1,307.1 939.5 2,004.7 1,180.0
Amounts utilised (1,166.2) (852.6) (1,788.6) (1,070.8)
Available financing facilities # 140.9 86.9 216.1 109.2
Cash (see Note 26(a)) 51.2 21.3 71.8 26.8
Total available financing facilities 192.1 108.2 287.9 136.0
# Financing facilities comprise:
(a) term loans from banks and financial institutions in respect of specific retail property investments; and
(b) bank facilities for general corporate and property redevelopment purposes.
Available financing facilities comprise term loans for general corporate and property redevelopment purposes
(refer details as set out in Note 10) and undrawn bank facilities as set out below:
(i) - an unsecured revolving credit facility of US$600.0 million ($920.2 million) with a consortium of banks.
The facility is an interest only floating rate facility maturing in May 2000 extendable at each anniversary date
for a further period of one year. At 31 December 1997, amounts available under this facility totalled
US$137.0 million ($210.1 million). In January 1998, this facility was increased by US$200.0 million to
US$800.0 million ($1,227.0 million).
(ii) - an unsecured revolving credit facility of $6.0 million (US$3.9 million) with a bank. The facility is an interest
only floating rate facility maturing in June 1998 extendable at each anniversary date for a further period of
one year. At 31 December 1997, amounts available under this facility totalled $6.0 million (US$3.9 million).

WESTFIELD AMERICA TRUST – CHIEF ENTITY
STATEMENT OF CONSTITUTION
of the Fund
As at 31 December 1997
CURRENT ASSETS
NOTE US$ MILLION A$ MILLION
1(k) 31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Cash 6.5 1.3 8.5 1.6
Bank Bills Receivable 11.1 8.6 14.2 10.8
Receivables 2 18.5 12.0 23.8 15.2
Total Current Assets 36.1 21.9 46.5 27.6
NON-CURRENT ASSETS
Investments 3 647.3 501.8 994.0 626.9
Total Non-Current Assets 647.3 501.8 994.0 626.9
Total Assets 683.4 523.7 1,040.5 654.5
CURRENT LIABILITIES
Accounts Payable 4 31.3 21.9 40.3 27.6
Total Current Liabilities 31.3 21.9 40.3 27.6
Total Liabilities 31.3 21.9 40.3 27.6
Net Assets 652.1 501.8 1,000.2 626.9
EQUITY INTERESTS
Units on Issue 5 658.3 501.8 822.4 626.9
Reserves 6 (6.2) – 177.8 –
Undistributed Income 0.0 0.0 0.0 0.0
Total Equity Interests 652.1 501.8 1,000.2 626.9
The accompanying notes form an integral part of these Financial Statements.
Amounts shown as 0.0 represent amounts less than $50,000 that have been rounded down.
54

WESTFIELD AMERICA TRUST – CHIEF ENTITY
55
DISTRIBUTION
Statement
For the year ended 31 December 1997
OPERATING REVENUE
NOTE US$ MILLION A$ MILLION
1(k) 31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Interest Income 0.7 0.5 1.0 0.6
Dividends from Controlled Entities 31.2 12.3 40.0 15.5
Distributions from Controlled Entities 37.1 10.8 47.6 13.6
LESS - EXPENDITURE
69.0 23.6 88.6 29.7
Legal Fees 0.1 0.0 0.1 0.1
Auditors’ Remuneration 7 0.1 0.0 0.2 0.0
Trustee Fees 0.1 0.0 0.1 0.0
Manager’s Service Fee 11 – – – –
Other Expenses 0.1 0.4 0.3 0.5
0.4 0.5 0.7 0.6
Earnings Before Withholding Tax 68.6 23.1 87.9 29.1
Less - United States Withholding Tax 4.5 2.0 5.8 2.5
Earnings After Withholding Tax 13 64.1 21.1 82.1 26.6
Less - Amounts Transferred to Reserves 6 5.2 – 6.7 –
Distributable Income 58.9 21.1 75.4 26.6
Less - Distribution Paid 27.8 – 35.4 –
Less - Distribution Payable 31.1 21.1 40.0 26.6
Undistributed Income brought forward 0.0 – 0.0 –
Undistributed Income carried forward 0.0 0.0 0.0 0.0
Basic Earnings per Unit (cents) 8
- Before United States Withholding Tax 7.79 3.68 9.98 4.64
- After United States Withholding Tax 7.23 3.36 9.26 4.24
The accompanying notes form an integral part of these Financial Statements.
Amounts shown as 0.0 represent amounts less than $50,000 that have been rounded down.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the period ended 31 December 1997
1 STATEMENT OF PRINCIPAL
ACCOUNTING POLICIES
(a) Basis of Preparation
The Financial Statements are a general purpose
financial report which have been prepared in
accordance with the requirements of the Corporations
Law, applicable Australian Accounting Standards and
other mandatory professional reporting requirements.
The Financial Statements have been prepared on the
basis of historical cost accounting and do not purport
to disclose current values except where indicated.
The accounting policies adopted are in all material
respects consistent with those applied in the previous
year except as otherwise stated.
(b) Foreign Currencies
Transactions in foreign currencies are converted to
local currency at the rate of exchange ruling at the
date of the transaction or at hedge rates where
applicable.
Amounts payable to and by the Chief Entity that are
outstanding at the balance date and are denominated
in foreign currencies have been converted to local
currency using rates of exchange ruling at the end of
the year.
Except for certain specific hedges, all resulting
exchange differences arising on settlement or restatement
are brought to account in determining the
earnings before withholding tax for the financial year,
and transaction costs, premiums and discounts on
forward currency contracts are deferred and
amortised over the life of the contract.
(c) Revenue
Dividends and capital distributions paid and payable
by controlled entities to the Chief Entity have,
following appropriate adjustments to comply with
applicable Australian Accounting Standards and
requirements of the Trust Deed, been recorded as
income in the Financial Statements of the Chief
Entity on an accruals basis.
(d) Expenditure
Expenditure is brought to account on an accruals
basis.
(e) Income Tax
Under current Income Tax legislation, the Chief
Entity is not liable to income tax including capital
gains tax, provided it distributes an amount at least
equal to its distributable income (as defined in the
Trust Deed) for the year.
(f) Investments
Investment in a controlled entity is revalued at each
balance date to reflect the Chief Entity’s
proportionate interest in the underlying net asset
value of the controlled entity.
(g) Cash Flows
For the purposes of the Statement of Cash Flows, cash
includes cash on hand and at bank, short term money
market deposits and bank accepted bills of exchange
readily convertible to cash, net of bank overdrafts.
(h) Financial Information Expressed in United States
Dollars
In addition to all amounts reported in Australian
Dollars (“A$” or “$”), where appropriate, United
States Dollar amounts or equivalent amounts
(“US $”) have also been provided in respect of certain
assets, liabilities, revenue and expenditure.
The amounts reported in US$ have been translated at
the hedge rate in respect of specifically hedged items,
the average rate in respect of all other profit and loss
items and the year end rate in respect of all other
balance sheet items.
(i) Derivatives and Other Financial Instruments
The Chief Entity’s activities expose it to changes in
foreign exchange rates. There are policies and limits
approved by the Board of Directors of the Manager in
respect of the usage of derivative and other financial
instruments to hedge cash flows subject to currency
risks. Management reports to the Board on a regular
basis as to the monitoring of the policies in place.
The accounting policies adopted in relation to
material financial instruments are detailed as follows:
56

WESTFIELD AMERICA TRUST – CHIEF ENTITY
57
1 STATEMENT OF PRINCIPAL
ACCOUNTING POLICIES (continued)
Recognised Financial Instruments
Financial Assets
Investments
Investment in a controlled entity is revalued at each
balance date to reflect the Chief Entity’s
proportionate interest in the underlying net asset
value of the controlled entity. Terms and conditions
are set out in Note 3.
Unrecognised Derivative Financial Instruments
Forward Exchange Contracts
The Chief Entity enters into forward exchange contracts
where it agrees to sell specified amounts of foreign
currencies in the future at predetermined exchange
rates. The objective is to minimise the risk of exchange
rate fluctuation in respect of a proportion of its foreign
currency denominated future earnings covering the
period to 31 December 1998. The value of the forward
exchange contracts are brought to account in
conjunction with the income to which the hedges relate.
Terms and conditions are set out in Note 10.
The Chief Entity only enters into derivative financial
instruments to hedge underlying cash flows. The
Chief Entity does not trade in derivative financial
instruments for speculative purposes. In conjunction
with its advisers, the Chief Entity continually reviews
its exposures, and upgrades its treasury policies and
procedures. Revenues or expenses arising from
changes in the net market values of hedging
instruments are matched and brought to account with
the carrying values and income streams of the
underlying assets or liabilities.
Disclosure of Market Values
The applicable market rates and prices in respect of
derivative and other financial instruments are set out
in the notes to these Financial Statements.
(j) Rounding
Pursuant to ASC Class Order 97/1006, the amounts
shown in the Financial Statements have, unless
otherwise indicated, been rounded to the nearest
tenth of a million dollars.
(k) Financial Period and Comparative Figures
The current financial period comprises the twelve
months ended 31 December 1997. The comparative
figures report on the period from 28 March 1996,
being the date the Chief Entity was constituted, to 31
December 1996. On 1 July 1996, the Chief Entity
acquired its controlling interest in Westfield America,
Inc. (“WEA”). Westfield America Trust (“WAT”) did
not trade during the period from 28 March 1996 to
30 June 1996.
Where appropriate, certain comparative figures have
been restated in order to comply with the current
year’s presentation of the Financial Statements.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
2 RECEIVABLES
Other debtors 4.1 0.0 5.3 0.1
Amounts due from Westfield America, Inc. 14.4 12.0 18.5 15.1
18.5 12.0 23.8 15.2
3 INVESTMENTS
Shares in Westfield America, Inc., a controlled
entity, at Manager’s valuation (based on the Chief
Entity’s proportionate interest in the underlying net
asset value of the controlled entity) (1996: at cost)* 644.8 501.8 990.7 626.9
Investment in unlisted securities at cost** 2.5 – 3.3 –
647.3 501.8 994.0 626.9
* The market value at 31 December 1997 was US$699.0 million ($1,072.1 million) based on US$17.00 per share
($26.07 per share) being the quoted price of WEA ordinary shares at that date.
** Represents options to acquire:
(a) 6,246,096 WEA ordinary shares at an exercise price of US$16.01 per share. The options are exercisable
during the twenty year period ending on 1 July 2016.
(b) 2,089,552 WEA ordinary shares at an exercise price of US$15.00 per share. The options are exercisable
during the twenty year period ending on 21 May 2017.
4 ACCOUNTS PAYABLE
Trade creditors 0.2 0.4 0.3 0.6
United States Withholding Tax payable – 0.4 – 0.4
Distribution payable to Unitholders 31.1 21.1 40.0 26.6
31.3 21.9 40.3 27.6
58

WESTFIELD AMERICA TRUST – CHIEF ENTITY
59
5 ISSUED CAPITAL
Units on Issue
Ordinary Units of $1.00
each Fully Paid
Number
of Units
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Balance at beginning of the year 626,859,567 501.8 – 626.9 –
Public offering during the year
(allotment date - 28 June 1996) – 321.8 – 402.0
Placements during the year
(allotment dates - 28 June 1996
and 1 July 1996) – 180.0 – 224.9
Placement during the year
(allotment date - 2 January 1997) 163,023,111 130.5 – 163.0 –
Allotment on exercise of
Ordinary Options
(allotment date - 18 May 1997) 32,479,700 26.0 – 32.5 –
Redemption of units
(redemption date - 30 June 1997) (19,105,282) – – – –
Bonus Issue
(allotment date - 30 June 1997) 19,105,282 – – – –
Balance at end of the year 822,362,378 658.3 501.8 822.4 626.9
Options on Issue
Number
of Options
Special Options - Series A 940,000 convertible to 117,426,609 WAT fully paid $1.00 Units
Special Options - Series B 270,000 convertible to 36,000,000 WAT fully paid $1.00 Units
153,426,609
Ordinary Options
Each Ordinary Option had entitled the holder to convert 1 WEA Common Share into 20 fully paid $1.00 Units.
During the year 1,623,985 Ordinary Options were exercised resulting in the issue of 32,479,700 Units. On 16 May
1997, as a consequence of the listing of the Common Shares of WEA on the New York Stock Exchange,
the remaining 11,805,125 Ordinary Options then on issue expired.
Special Options
Each Series A Special Option entitles the holder to subscribe for 124.92 fully paid $1.00 Units in exchange for
either US$100.00 ($134.05) or 1 WEA Preference Share. The Series A Special Options are exercisable during the
thirteen year period ending on 1 July 2011. At 31 December 1997, there were 940,000 Series A Special Options
on issue which are convertible to 117,426,609 WAT $1.00 Units.
During the year 270,000 Series B Special Options were issued for a cash consideration of $2.7 million. Each Series
B Special Option entitles the holder the right to subscribe for 133.33 fully paid $1.00 Units in exchange for either
US$100.00 ($134.05) or 1 WEA Preference Share. The Series B Special Options are exercisable
during the thirteen year period ending on 21 May 2012. At 31 December 1997, there were 270,000 Series B
Special Options on issue which are convertible to 36,000,000 WAT $1.00 Units.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
6 RESERVES
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Asset Revaluation Reserve (13.5) – 168.4 –
Option Premium Reserve 2.1 – 2.7 –
General Reserve * 5.2 – 6.7 –
(6.2) – 177.8 –
* In accordance with the provisions of the Trust Deed, dated 28 March 1996 as amended, the Manager, Westfield
America Management Limited, has determined that $6.7 million (US$5.2 million) be transferred from Earnings
After Withholding Tax to General Reserve. Accordingly, Distributable Income (which is equal to Net Accounting
Income) of the Trust for the Accrual Period for the year ended 31 December 1997 is $75.4 million (US$58.9
million).
Movements In Reserves
Asset Revaluation Reserve
Balance at beginning of the year – – – –
Revaluation of investment in
Westfield America, Inc. (13.5) – 168.4 –
Balance at end of the year (13.5) – 168.4 –
Option Premium Reserve
Balance at beginning of the year – – – –
Premium on issue of 270,000 Series B
Special Options 2.1 – 2.7 –
Balance at end of the year 2.1 – 2.7 –
General Reserve
Balance at beginning of the year – – – –
Amounts transferred from earnings during the period 5.2 – 6.7 –
Balance at end of the year 5.2 – 6.7 –
7 AUDITORS’ REMUNERATION
Amounts paid or due and payable to:
Auditors of the Chief Entity - for audit services 0.116 0.020 0.156 0.025
- for other services 0.029 – 0.039 –
0.145 0.020 0.195 0.025
60

WESTFIELD AMERICA TRUST – CHIEF ENTITY
61
US CENTS
A CENTS
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
8 EARNINGS PER UNIT
Basic Earnings Per Unit
- Before United States Withholding Tax 7.79 3.68 9.98 4.64
- After United States Withholding Tax 7.23 3.36 9.26 4.24
Diluted Earnings Per Unit Before and After Withholding Tax are not materially different to the Basic Earnings Per
Unit noted above.
Basic Earnings Per Unit Before Withholding Tax is calculated by dividing the Earnings Before Withholding Tax
attributable to WAT by the weighted average number of Ordinary Units on issue during the year. Basic Earnings
Per Unit After Withholding Tax is calculated by dividing the Distributable Income by the weighted average number
of Ordinary Units on issue during the year.
Diluted Earnings Per Unit Before and After Withholding Tax is calculated by dividing the Earnings Before
Withholding Tax attributable to WAT and the Distributable Income, respectively, in respect of the relevant
financial year as adjusted for earnings arising from proceeds on issue of potential Ordinary Units by the
weighted average number of Ordinary and potential Ordinary Units outstanding during that financial period.
The weighted average number of Ordinary Units for the financial year was 814,353,685 Units
(1996: 626,859,567 Units).
Potential ordinary units include unexpired Special Options convertible to Ordinary Units. At 31 December 1997,
there were 153,426,609 potential Ordinary Units on issue of which none were considered to be materially dilutive.
9 NET ASSET BACKING PER UNIT
US$ A$
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Net Asset Backing Per Unit 0.79 0.80 1.22 1.00
Net asset backing per unit is calculated by dividing Total Equity Interests by the number of Ordinary Units on
issue at the end of the financial period.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
10 CURRENCY HEDGES
The Chief Entity has entered into currency hedges in respect of a substantial proportion of the dividend (net of
withholding tax) and distributions that are forecast to be receivable from its controlled entities in US$ in respect
of the period to 31 December 1998, as follows:
31 DEC 1997 31 DEC 1996
CONTRACTS EXERCISABLE CONTRACTS EXERCISABLE
WITHIN BETWEEN 13 WITHIN BETWEEN 13
12 MONTHS AND 18 MONTHS 12 MONTHS AND 30 MONTHS
Forward exchange contracts to receive A$ million 76.1 24.3 64.2 95.9
to pay US$ million (58.7) (18.5) (50.3) (73.7)
Forward exchange contracts are not recognised on the balance sheet until the underlying transactions are recorded.
The average forward exchange rate for the above contacts is A$1.00 = US$0.7689. The average forward exchange
rate at 31 December 1997 for contracts with similar maturity profiles was A$1.00 = US$0.6566.
Credit Risk
The Chief Entity’s maximum exposures to credit risk at balance date in relation to each class of recognised
financial asset is the carrying amount of those assets as indicated in the balance sheet.
In relation to unrecognised financial assets, credit risk arises from the potential failure of counterparties to meet
their obligations under the contract or arrangement. As at 31 December 1997, the Chief Entity’s maximum credit
risk exposure in relation to these was nil.
In accordance with the policies determined by the board of the Manager, credit risk is spread among a number of
counterparties. The counterparties to derivative financial instruments and fixed interest rate borrowings consist of
a number of prime financial institutions.
62

WESTFIELD AMERICA TRUST – CHIEF ENTITY
63
11 RELATED PARTY TRANSACTIONS
Related party transactions that occurred during the financial period are set out below unless already disclosed
elsewhere in these Financial Statements.
(i) 1996 WAT Prospectus
As foreshadowed in the 1996 WAT Prospectus, on 2 January 1997 163,023,111 units in WAT were allotted to
an entity in the Westfield Holdings Limited Group (“WHL Group”) for US$130.5 million ($163.0 million).
On the same day, WAT acquired from WEA for US$130.5 million ($163.0 million), an additional 13.9%
shareholding in WEA.
(ii) Listing of WEA on New York Stock Exchange
A number of transactions took place in connection with the listing of WEA on the New York Stock Exchange
on 16 May 1997. Where applicable, certain of these transactions were approved by WAT unitholders at an
Extraordinary General Meeting held on 17 April 1997. The transactions concerned were:
(a) WEA made a US$145.0 million ($222.4 million) non-recourse participating mortgage loan to WHL Group
entities that hold a 50% indirect interest in the Garden State Plaza shopping centre. This loan has a ten year
term and is secured by a first ranking mortgage over WHL’s 50% indirect interest in the Garden State Plaza
shopping centre. It may be prepaid without penalty after the fifth year of the term. The loan carries interest at
a fixed rate of 8.5% p.a. together with a further participating interest of up to 2.5% p.a. based on the yield of
the Garden State Plaza shopping centre.
(b) The period for the exercise by WEA of an option that it holds over the WHL Group’s 50% indirect
interest in the Garden State Plaza shopping centre (“the GSP Option”) was extended. The final date for the
exercise of this Option is now 31 May 2000. In addition, the exercise of the GSP Option will now require the
approval of at least 75% of the independent directors of WEA and, in circumstances where the purchase price
on exercise (as determined by independent valuation) exceeds US$200.0 million ($306.7 million) (before
taking into account the US$145.0 million ($222.4 million) participating mortgage loan referred to in (a)
above), the approval of a majority of WEA Stockholders (other than the WHL Group, its affiliates (including
WAT) and interests associated with the Lowy family) voting on that issue at a Stockholders Meeting.
(c) WEA purchased options over 49.0 million ordinary shares in WHL for a total cash consideration of
A$19.6 million (US$19.6 million). The options have an exercise price payable on acquisition of $4.67 per
share. The options are exercisable during the two year period ending on 21 May 2002.
(d) A new Investors Agreement was entered into between WEA, the WAT Trustee and members of the WHL
Group. This Agreement, which replaced the previous Stockholders Agreement, regulates certain matters with
respect to the election of directors of WEA. Under this agreement, the WHL Group also agreed, subject to
certain terms, that it will not acquire ownership interests in competing retail properties for so long as it is
Advisor to WEA and the manager of shopping centres in the WEA shopping centre portfolio.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
11 RELATED PARTY TRANSACTIONS (continued)
The new Investors Agreement continues a first right of refusal held by the WHL Group in respect of
warrants over WEA Common Shares owned by WAT and extends that first right of refusal to additional
warrants obtained by WAT (see paragraph (n) below).
Under the new Investors Agreement the WHL Group agreed, in the event that the GSP Option is
exercised by WEA, to receive the net purchase price payable (after taking into account the US$145.0 million
($222.4 million) participating mortgage loan) in the form of WEA Common Shares at the then ruling market price.
(e) As a consequence of the termination of the existing Stockholders Agreement, various rights previously held by
the WAT Trustee with respect to the approval of transactions entered into by WEA were terminated. The continuation
of these approval rights was inappropriate in view of the listing of WEA on the New York Stock Exchange.
(f) At a Stockholders Meeting of WEA, the WAT Trustee voted in support of amendments to WEA’s articles
consequent upon the listing of WEA. The amendments to the WEA articles involved alterations to the capital
structure of WEA and procedures for the election of directors.
(g) The term of the Advisory Agreement between WEA and the WHL Group (as Advisors) was amended. This
agreement now has an initial fixed term of 3 years with subsequent renewals to occur annually unless the WAT
Trustee and at least 75% of the independent directors of WEA agree that the performance of the WHL Group
has not met required standards or that the Advisors fees are not fair (subject to rights of the WHL Group to
adjust the fee). Further, the basis of the fees payable to the WHL Group was amended to be equal to 25% of
the excess of annual funds from operations of WEA over a stipulated level. This fee is to be capped at the level
previously payable, i.e. 0.55% of the net equity value of WEA.
(h) The term of the Management Agreement between the WHL Group and WEA with respect to the
shopping centres in WEA’s portfolio was amended. The Management Agreement will now have a term similar
to the term of the amended Advisory Agreement (see paragraph (g) above).
(i) The Master Development Framework Agreement between the WHL Group and WEA was amended so that it is
terminable by WEA upon the approval of the WAT Trustee and 75% of the independent
directors of WEA in circumstances where the Management Agreements (see paragraph (h) above) and the Advisory
Agreements (see paragraph (g) above) have been terminated. Such termination will not apply to development
projects that are under way or in respect of which substantial pre-development work has been undertaken.
(j) The right of WEA to terminate the Advisory Agreement, Management Agreements and the Master
Development Framework Agreement in circumstances where the aggregate interest of WAT and the WHL
Group in WEA falls below 20% was terminated.
64

WESTFIELD AMERICA TRUST – CHIEF ENTITY
65
11 RELATED PARTY TRANSACTIONS
(k) Ordinary Options held by the WHL Group over WAT units were terminated in accordance with their terms
as a consequence of the listing of WEA on the New York Stock Exchange.
(l) Furman Selz LLC received brokerage/underwriting fees amounting to US$1.7 million ($2.3 million)
in connection with the listing of WEA on the New York Stock Exchange. Roy Furman, who is the
Vice Chairman of Furman Selz LLC, is a director of WEA.
(m) Members of the Lowy family agreed with WEA that they will not acquire certain ownership interests in
shopping centre properties in the United States so long as the WHL Group is the Advisor to WEA and the
Manager of the shopping centres and interests associated with the Lowy family have significant
ownership and management involvement in the WHL Group.
(n) WAT acquired for fair market value additional warrants over 2,089,552 WEA Common Shares. These
additional warrants have a 20-year term and an exercise price of US$15.00 ($19.37) per Common Share.
(o) On 30 June 1997, 19,105,282 WAT units held by a WHL Group entity were cancelled for nil consideration
to facilitate a bonus issue of 19,105,282 WAT units. This bonus issue was made on a 3 for 100 basis to
unitholders in WAT other than the WHL Group and interests associated with the Lowy family and on an
equivalent basis to Stichting Pensioenfonds ABP as the holder of Special Options in WAT.
(iii)Other
(a) Property management fees amounting to US$8.3 million ($11.1 million) were payable by WEA to the
WHL Group in respect of the current financial year.
(b) During the financial year, WEA paid US45.9 million ($61.6 million) to the WHL Group in respect of
expansion and redevelopment costs.
(c) During the financial year, WEA reimbursed the WHL Group entities US$1.7 million ($2.3 million) for
external fees and costs incurred by those entities in respect of WEA’s Initial Public Offering and listing on the
New York Stock Exchange.
(d) During the financial year, WEA received interest amounting to US$8.3 million ($11.2 million) in respect
of the participating mortgage loan to WHL Group entities.

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
11 RELATED PARTY TRANSACTIONS (continued)
(e) Manager’s Service Fees
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Manager’s Service Fee paid or due and payable to
the Manager, determined in accordance with the
provisions of the Trust Deed – – – –
Westfield America Trust (“WAT”) and Westfield America Management Limited (“Manager”) entered into an
agreement whereby WAT will be managed by the Manager for which the Manager will be paid an annual fee of
0.55% of the net asset value of WAT. In addition, the Manager has agreed that this fee payable by WAT will be
reduced by an amount equivalent to the proportion of the Advisory Fee paid by WEA to Westfield U.S. Advisory
L.P. (“Advisor”) which is attributable to WAT’s ownership interest in WEA.
WEA has engaged Westfield U.S. Advisory L.P. (“Advisor”) to provide information, advice and assistance to WEA
and to undertake certain duties and responsibilities on behalf of, and subject to, the supervision of WEA. The
Advisor will be paid an annual Advisory Fee equal to the lesser of 0.55% of the net equity value of WEA, or, 25%
of the annual Funds From Operations of WEA in excess of a base amount of Funds From Operations
as adjusted from time to time to reflect new issues of common stock. The term “Funds From Operations” means
net income/(loss) (computed in accordance with generally accepted accounting principles in the United States)
(“GAAP”) excluding gains (or losses) from debt restructuring and sales of property, plus real estate related
depreciation and amortisation and after adjustments for consolidated partnerships and joint ventures.
The Manager and the Advisor agreed at the time of the listing of WAT to forgo the entitlement to their Service Fees
for the period from 28 March 1996, the inception of WAT, to 31 December 1997.
12 FINANCIAL REPORTING BY SEGMENTS
The Chief Entity operates solely as a retail property investor in the United States.
66

WESTFIELD AMERICA TRUST – CHIEF ENTITY
67
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
13 STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Payments in the course of operations (0.7) (0.0) (0.9) (0.1)
Dividends and distributions from controlled entities 65.9 11.0 84.3 13.9
Interest received 0.7 0.5 0.9 0.7
CASH IN/(OUT) FLOWS FROM OPERATING
ACTIVITIES 65.9 11.5 84.3 14.5
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for the purchase of controlled entity (130.5) (444.7) (163.1) (555.7)
Payments for purchase of options in
controlled entity (2.5) – (3.3) –
CASH IN/(OUT) FLOWS FROM INVESTING
ACTIVITIES (133.0) (444.7) (166.4) (555.7)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of capital to Unitholders 130.5 444.8 163.0 555.7
Issue of options 2.1 – 2.7 –
Distributions paid (48.9) – (62.1) –
United States Withholding Taxes paid (8.9) (1.7) (11.2) (2.1)
CASH IN/(OUT) FLOWS FROM FINANCING
ACTIVITIES 74.8 443.1 92.4 553.6
NET CASH IN/(OUT) FLOWS FOR THE YEAR 7.7 9.9 10.3 12.4
CASH BALANCE AT BEGINNING OF THE YEAR 9.9 – 12.4 –
Exchange gains/(losses) on cash balance brought
forward at the beginning of the year 0.0 – 0.0 –
CASH BALANCE AT END OF THE YEAR 17.6 9.9 22.7 12.4
(a) COMPONENTS OF CASH
Cash 6.5 1.3 8.5 1.6
Bank Bills Receivable 11.1 8.6 14.2 10.8
Bank overdrafts – – – –
17.6 9.9 22.7 12.4

WESTFIELD AMERICA TRUST – CHIEF ENTITY
NOTES TO AND FORMING PART OF
the Financial Statements
For the year ended 31 December 1997
13 STATEMENT OF CASH FLOWS (continued)
(b) RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES TO EARNINGS
AFTER WITHHOLDING TAX
US$ MILLION
A$ MILLION
31 DEC 1997 31 DEC 1996 31 DEC 1997 31 DEC 1996
Net cash in/(out) flows from operating activities 65.9 11.5 84.3 14.5
United States Withholding Tax expense (4.5) (2.0) (5.8) (2.5)
(Decrease)/Increase in other net assets
attributable to operating activities 2.7 11.6 3.6 14.6
Earnings After Withholding Tax 64.1 21.1 82.1 26.6
(c) NON CASH FINANCING AND INVESTING ACTIVITIES
On 28 June 1996, WAT allotted 71,205,498 Units and 10,930,672 Ordinary Options to WHL Group entities in
return for 7.86% of the then issued capital of WEA. In May 1997, WAT allotted 32,479,700 Units to a holder of
Common Shares in WEA pursuant to the exercise of Ordinary Options. In consideration for the foregoing, WAT
received 1,623,985 WEA Common Shares.
(d) FINANCING FACILITIES
Firmly committed financing facilities
available to the Chief Entity are as follows:
Total financing facilities # 3.9 4.8 6.0 6.0
Amounts utilised – – – –
Available financing facilities # 3.9 4.8 6.0 6.0
Cash (see note 13(a)) 17.6 9.9 22.7 12.4
Total available financing facilities 21.5 14.7 28.7 18.4
# Financing facilities comprise bank facilities for general corporate purposes.
Available financing facilities at 31 December 1997 comprise an unsecured revolving credit facility of $6.0 million
(US$3.9 million) with a bank for general corporate purposes. The facility is an interest only floating rate facility
maturing in June 1998 extendable at each anniversary date for a further period of one year.
68

WESTFIELD AMERICA TRUST
69
INDEPENDENT
Audit Report
Independent Audit Report
To the Unit Holders of Westfield America Trust
Scope
We have audited the Financial Statements of Westfield America Trust for the year ended 31 December 1997 being the
Distribution Statement and Statement of Cash Flows for the year ended 31 December 1997, Statement of Constitution
of the Fund at that date, notes to and forming part of the Financial Statements and the Manager’s Statement. The
Financial Statements include the Financial Statements of Westfield America Trust, and the consolidated Financial
Statements of the economic entity comprising Westfield America Trust and the entities it controlled at the period end
or from time to time during the financial period. The Manager, at the direction of the Trustee, is
responsible for the preparation and presentation of the Financial Statements and the information contained therein.
We have conducted an independent audit of the Financial Statements in order to express an opinion on them to the
Unitholders of Westfield America Trust.
Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance as
to whether the financial statements are free of material misstatement. Our procedures included examination, on a test
basis, of evidence supporting the amounts and other disclosures in the financial statements, and the evaluation of
accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion
as to whether, in all material respects, the financial statements are presented fairly in accordance with Australian
accounting standards, other mandatory professional reporting requirements, statutory requirements, and the
provisions of the Trust Deed so as to present a view which is consistent with our understanding of the Trust’s and the
economic entity’s financial position, the result of their operations and their cash flows. The audit opinion expressed in
this report has been formed on the above basis.
The names of the entities controlled during all, or part of, or at the end of the financial period but of which we have
not acted as auditor are disclosed in Note 25. We have however, received sufficient information and explanations
concerning these entities to enable us to form an opinion on the consolidated Financial Statements.
Audit Opinion
In our opinion, the Financial Statements of Westfield America Trust are properly drawn up:
(a) so as to give a true and fair view of:
(i) the state of affairs of Westfield America Trust and the economic entity as at 31 December 1997, and its profit
and cash flows for the financial year ended on that date; and
(ii) the other matters required by Divisions II of Part 3.6 of the Corporations Law to be dealt with in the Financial
Statements;
(b) in accordance with the Trust Deed, dated 28 March 1996, as amended, constituting the Westfield America Trust;
(c) in accordance with the provisions of the Corporations Law; and
(d) in accordance with the applicable Accounting Standards and other mandatory professional reporting
requirements.
ERNST & YOUNG
Brian J Long
Partner
Sydney
Date Opinion Formed: 13 February 1998

WESTFIELD AMERICA TRUST
MANAGER’S
Statement
For the year ended 31 December 1997
In the opinion of the directors of Westfield America Management Limited as Manager of the Westfield America Trust,
the accompanying Financial Statements, which have been prepared in accordance with the requirements of the
Corporations Law, the provisions of the Trust Deed dated 28 March 1996, as amended, applicable Accounting
Standards and other mandatory professional reporting requirements are drawn up so as to give a true and fair view
of the state of affairs of the Westfield America Trust as at 31 December 1997 and the results of the activities of the
Trust for the year ended 31 December 1997.
Signed in accordance with a resolution of the Directors of Westfield America Management Limited (ACN 072 780 619).
Sydney, 13 February 1998
Frank P Lowy AO
Chairman
Stephen P Johns
Director
70

WESTFIELD AMERICA TRUST
71
STATUTORY
Statements
Additional information for the year ended 31 December 1997
COMMENCEMENT DATE OF THE TRUST AND LIFE OF THE TRUST
Westfield America Trust (“Trust”) was constituted on 28 March 1996 and commenced operations on 1 July 1996. The
Trust will terminate on 28 March 2076 unless sooner terminated upon the occurrence of certain events described in the
Trust Deed or by law.
PRINCIPAL ACTIVITIES
The principal activities of the Trust are, through its investment in Westfield America Inc., formerly CenterMark Properties
Inc. (“WEA”), the ownership and improvement of major shopping centres in the United States.
INVESTMENT AND BORROWING POLICY
(i) The policy for investment by the Trust for the time being is to invest in US retail property by means of its
shareholding investment in WEA.
(ii) The Trust itself has a nominal loan facility which it utilises from time to time for working capital purposes.
BONUS ISSUE
On 30 June 1997, 19,105,282 units held by associates of Westfield America Management Limited (“Manager”) were
cancelled for nil consideration to facilitate a bonus issue of 19,105,282 units. This bonus issue was made on a 3 for 100
basis to unitholders other than the Manager and interests associated with the Lowy family and on an equivalent basis to
Stichting Pensioenfonds ABP as the holder of Special Options in WAT.
INTEREST IN PROPERTY
At 31 December 1997, the Trust owned 50.76% of the capital of WEA. The Manager and its Associates owned 17.07%
of the capital of WEA at 31 December 1997 and at the date of this report.
Details of acquisitions of share capital in WEA by the Trust during the current financial year are set out as follows:
(i) As specified in the arrangements detailed in the Prospectus dated 15 May 1996, in January 1997 the Trust
allotted 163,023,111 $1.00 fully paid units to a Westfield Holdings Limited (“WHL”) entity for US$130.5 million
cash consideration. On the same day, the Trust acquired, for US$130.5 cash consideration, an additional 8,151,155
WEA Common Shares.
(ii) In May 1997, the Trust allotted 32,479,700 Units to holders of Common Shares in WEA following the exercise of
1,623,985 Ordinary Options. In consideration for the foregoing, the Trust received 1,623,985 WEA Common Shares.
The Trust did not dispose of any interest in shopping centre property held during the year ended 31 December 1997.
VALUE OF ASSETS OF THE TRUST
The value of the assets of the Trust has changed as a result of the following transactions:
(a) investment in a participating mortgage loan;
(b) investment in unlisted securities;
(c) acquisition of 68% interest in Wheaton Plaza, the remaining 70% interest in Annapolis Mall, the remaining 50%
interest in Meriden Square, 100% of Northwest Plaza and 100% of Crestwood Plaza; and
(d) capital expenditure on properties.
Further information in respect of the above is set out in Notes 4 and 5 of the Consolidated Financial Statements.

WESTFIELD AMERICA TRUST
STATUTORY
Statements (continued)
Additional information for the year ended 31 December 1997
UNITS HELD BY MANAGER OR ITS ASSOCIATES
100 units were held by the Manager or its nominee at 31 December 1997. Associates of the Manager held 291,729,836
units at 31 December 1997 and at the date of this report.
FEES AND CHARGES PAID TO THE MANAGER OR ITS ASSOCIATES
Fees and Charges paid and payable by the Trust to the Manager or its Associates in relation to the affairs of the Trust
during the year ended 31 December 1997 are as follows:
A$ million
Manager's Service Charge - calculated in accordance with the terms of the Trust Deed
NIL
Real Estate Management Fees 11.1
Construction Costs and Architects’ Fees 61.6
Reimbursement of expenditure 19.4
REVENUE ATTRIBUTABLE TO UNITHOLDERS OF THE
WESTFIELD AMERICA TRUST
Cents per unit
Revenue per Unit 24.11
Earnings before Withholding Tax and Manager’s Service Charge per Unit 9.98
Cash distribution per Unit 9.26
The weighted average number of units used in the calculation of earnings per Unit is 814,353,685 Units.
72

WESTFIELD AMERICA TRUST
73
TRUSTEE’S
Report
For the year ended 31 December 1997
The Financial Statements for the year ended 31 December 1997 have been prepared by Westfield America
Management Limited under delegation by us.
The auditor of the Westfield America Trust (the “Trust”), Ernst & Young, (the “Auditor”) who has been appointed by
us in accordance with the Trust Deed has conducted an audit of these Financial Statements.
A review of the operations of the Trust and the results of those operations of the year is contained in the Manager’s Report.
Based on our ongoing program of monitoring of the Trust and the Manager and our review of the Financial Statements
we believe that:
(i) the Trust has been conducted in accordance with its stated investment policies, the Trust Deed as amended and
Prospectus; and
(ii) the Financial Statements have been appropriately prepared and contain all relevant and required disclosures.
We are not aware of any material matter or significant change in the state of affairs of the Trust occurring up to the date
of this report that requires disclosure in the Financial Statements and the notes to them that has not already been disclosed.
BUY-BACK PROVISION
The Trust Deed and the Corporations Law specifically requires the Trustee to supervise the making and maintaining
of adequate buy-back arrangements by the Manager and to monitor the maintaining of such arrangements and the
extent of compliance with the buy-back covenant.
The Manager’s covenant in the Trust Deed to buy-back Trust units is suspended whilst the units remain listed on the
Australian Stock Exchange.
The Trust Manager intends that the Australian Stock Exchange listing of Trust units will, at all times, be maintained.
As at the date of this statement, whilst the units of the Westfield America Trust remain listed, no buy-back arrangements
are necessary.
Ilija Janjis
For and On Behalf Of
Perpetual Trustee Company Limited
(A.C.N. 000 001 007)
Sydney, 13 February 1998

WESTFIELD AMERICA TRUST
CORPORATE
Statement
GOVERNANCE
The main corporate governance practices of Westfield America Trust (“the Trust”) are set out below. Unless otherwise
stated, these practices were in place for the entire year.
Trustee Role
The Trustee of Westfield America Trust, Perpetual Trustee Company Limited, is Australia’s largest independent trustee
organisation having extensive experience in acting as trustee of unit trusts including listed property trusts.
The Trustee’s role is to ensure that the Trust is administered and maintained and that unitholders’ interests are
adequately safeguarded in conformity with the terms of the Trust Deed and applicable legal requirements and
consistently with prudential standards appropriate to the operation of a major public trust.
The Trustee’s duties include the review and approval of investment proposals with respect to the assets of the trust
that are forwarded to it from time to time by the management company of the Trust.
The Board of Directors of Westfield America Management Limited
Westfield America Management Limited is the management company of Westfield America Trust.
The ultimate responsibility for corporate governance of the management company resides with its Board of Directors
which comprises ten directors, five being Non-Executive Directors. The Board increased to ten members during the
year with the appointment of Carla Zampatti AM as a Non-Executive Director on 8 April 1997. The Chairman of the
Board is F P Lowy AO, and the Deputy Chairman is F G Hilmer AO. It is the policy of the Board that its membership
should reflect an appropriate balance between executives possessing extensive direct experience and expertise in the
core business activities of the Trust, and non-executive members who have outstanding track records and reputations
attained at the highest levels of industry and who are able to bring to the Board a broad range of general commercial
expertise and experience.
The membership of the Board is reviewed by the full Board from time to time having regard to the ongoing needs of
the Trust. The appointment of a new member to the Board is only made after consultation with, and consensus being
achieved among, the Non-Executive Directors.
Full Board meetings are held at regular intervals with about ten regular meetings being held during a financial year
and additional meetings being held if necessary. Directors are provided with Board reports containing sufficient
information to enable informed discussion of all agenda items in advance of Board meetings. Any Non-Executive
Director may, if that Director deems it necessary, seek independent legal advice on any matter connected with the
performance of their duties. In such cases, the Company will reimburse the reasonable costs of such advice. Directors
are asked to notify the Company Secretary in advance of seeking such advice.
The names of the Directors of the management company in office at the date of this statement are set out on pages 26 to 27.
Board Responsibilities
The Board of the management company seeks to ensure that the business objectives and operations of the Trust are
being effectively managed in a manner that complies with Trust Deed requirements, are properly focussed upon the
business objectives of the Trust, and conform to regulatory and ethical requirements.
The Board has established an Audit and Compliance Committee to assist it in discharging its responsibilities. This
committee is described below.
74

WESTFIELD AMERICA TRUST
75
Audit and Compliance Committee
The Audit and Compliance Committee comprises two Non-Executive Directors and one Executive Director, namely:
F G Hilmer AO (Chairman)
D M Gonski
D H Lowy
On 6 February 1997, F P Lowy AO resigned from his position on the Audit and Compliance Committee.
D H Lowy was appointed a member to the Audit and Compliance Committee to replace F P Lowy AO.
The primary function of the Audit and Compliance Committee is to ensure that an effective internal control
framework exists through the establishment and maintenance of adequate internal controls to safeguard the assets of
the Trust and to ensure the integrity and reliability of financial and management reporting systems. The Audit and
Compliance Committee:
• reviews and reports to the Board on the half-yearly and annual reports and financial statements of the Trust;
• is responsible for nominating the external auditor and reviewing the adequacy, scope and quality of the annual
statutory audit and half yearly statutory audit review;
• reviews the effectiveness of the internal control environment, including the effectiveness of internal control procedures;
• monitors and reviews the reliability of financial reporting;
• monitors and reviews the compliance of the management company with the Trust Deed and applicable laws and
regulations;
• determines the scope of the internal audit function to ensure that its resources are adequate and effectively used,
including the co-ordination of the internal and external audit functions.
• monitors the adequacy and effectiveness of compliance systems in relation to the legal exposures of the Trust.
The Audit and Compliance Committee has resolved as a matter of principle that the management company should
have in place an adequate compliance and control framework based upon appropriate written procedures,
policies and guidelines to enable the areas of legal risk to the Trust to be identified and appropriately reacted to and
to ensure that members of staff are informed as to those areas of material legal risk relevant to the operational
activities in which they were engaged.
Compliance officers have been appointed for the Trust and are responsible for reviewing and monitoring the efficacy of
compliance systems on an ongoing basis to ensure appropriate measures are in place to educate staff as to their compliance
responsibilities, and to report to the Audit and Compliance Committee on the operation of compliance procedures.
The Audit and Compliance Committee meets with the internal and external auditors at least twice a year and more
frequently if required. The internal and external auditors have a direct line of communication at any time to either
the Chairman of the Audit and Compliance Committee or the Chairman of the Board.
The Audit and Compliance Committee reports to the full Board after each committee meeting.

WESTFIELD AMERICA TRUST
STOCK EXCHANGE
Information
Twenty Largest Unitholders as at 31 January 1998
The percentage of the total holding of the 20 largest unitholders in the Trust is 73.05% as at 31 January 1998.
No. of % of Issued
Ordinary Units Ordinary Units
1 WestUS Pty Limited 163,023,111 19.82
2 Cordera Holdings Pty Limited 67,572,059 8.22
3 Westfield US Investments Pty Limited 45,284,198 5.51
4 Westpac Custodian Nominees Limited 44,262,106 5.38
5 Perpetual Trustees Australia Limited 35,728,485 4.34
6 Australian Mutual Provident Society 35,196,739 4.28
7 National Nominees Limited 33,350,832 4.06
8 MLC Limited 30,832,119 3.75
9 Chase Manhattan Nominees Limited 22,501,657 2.74
10 Permanent Trustee Australia Limited 19,510,006 2.37
11 Permanent Trustee Australia Limited 16,773,022 2.04
12 Permanent Trustee Australia Limited 12,831,529 1.56
13 Perpetual Trustees Victoria Limited 11,943,838 1.45
14 Queensland Investment Corporation 11,375,793 1.38
15 Perpetual Trustee Company Limited 9,758,881 1.19
16 Citicorp Nominees Pty Limited 9,408,487 1.14
17 MMI Workers Compensation (NSW) Limited 8,418,600 1.02
18 Perpetual Trustees Nominees Limited 8,109,829 0.99
19 FSS Trustee Corporation 7,640,446 0.93
20 Zurich Australia Limited 7,259,144 0.88
600,780,881 73.05
SPREAD OF ORDINARY UNITHOLDERS AS AT 31 JANUARY 1998
Holding
No. of Unitholders
1 - 1,000 230
1,001 - 5,000 3,427
5,001 - 10,000 1,489
10,001 - 100,000 1,745
100,001 and over 202
Total number of Ordinary unitholders 7,093
72 ordinary unitholders hold less than a marketable parcel. There is one holder of the Special Options.
Unitholders are entitled to one vote per unit held. The holders of the Special Options have no right to vote
at a meeting of unitholders.
76

Directory
Manager of the Trust
Westfield America
Management Limited
(ACN 072 780 619)
Registered Office
Level 24, Westfield Towers
100 William Street
SYDNEY NSW 2011
Telephone (02) 9358 7000
Facsimile (02) 9358 7881
Directors of Westfield America
Management Limited
Frank P Lowy, AO Chairman
Frederick G Hilmer, AO Deputy Chairman
Robert A Ferguson
David M Gonski
Stephen P Johns
David H Lowy
Peter S Lowy
Steven M Lowy
Dean R Wills, AO
Carla Zampatti, AM
Secretary
Craig van der Laan de Vries
General Manager
Victor P Hoog Antink
Investor Relations Manager
Christine M Godfrey
Trustee for Unitholders
Perpetual Trustee Company Limited
(ACN 000 001 007)
39 Hunter Street
SYDNEY NSW 2000
Investor Information
For enquiries about your investment,
ring or write to:
Investor Relations Department
Westfield America Management Limited
Level 24, 100 William Street
SYDNEY NSW 2011
Telephone (02) 9358 7459
Facsimile (02) 9358 7881
Freecall 1800 689 393
Unit Registry
For enquiries related to the register,
ring or write to:
Corporate Registry Services Pty Ltd
(ACN 078 279 277)
Level 2, 321 Kent Street
SYDNEY NSW 1115
Telephone (02) 9290 4111
Facsimile (02) 9262 3574
Bankers
National Australia Bank Limited
Australia & New Zealand Banking
Group Limited
Commonwealth Bank of Australia
Union Bank of Switzerland
Listings
Westfield America Trust
WFA on Australian Stock Exchange
Westfield America Inc.
WEA on New York Stock Exchange
Auditors
Ernst & Young
The Ernst & Young Building
Level 16, 321 Kent Street
SYDNEY NSW 2000
DESIGNED AND PRODUCED BY ARMSTRONG MILLER+McLAREN