Bond WestPac Bank 0% ( US961214CL57 ) in USD

Issuer WestPac Bank
Market price 100 %  ⇌ 
Country  Australia
ISIN code  US961214CL57 ( in USD )
Interest rate 0%
Maturity 01/12/2017 - Bond has expired



Prospectus brochure of the bond Westpac Banking US961214CL57 in USD 0%, expired


Minimal amount 2 000 USD
Total amount 650 000 000 USD
Cusip 961214CL5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Westpac Banking Corporation is Australia's second-largest bank by assets, offering a diverse range of financial services including personal and business banking, wealth management, and institutional banking across Australia, New Zealand, and the Pacific Islands.

The Bond issued by WestPac Bank ( Australia ) , in USD, with the ISIN code US961214CL57, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2017







424B5 1 a2222259z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
CALCULATION OF REGISTRATION FEE



Maximum
Amount of
aggregate offering
registration
Title of each class of securities to be registered

price

fee(1)

Senior Debt Securities

US$2,000,000,000
US$232,400

(1)
The registration fee of US$232,400 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-185478
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 14, 2012)
US$2,000,000,000
Westpac Banking Corporation
(ABN 33 007 457 141)
US$1,350,000,000 1.50% Notes due December 1, 2017
US$650,000,000 Floating Rate Notes due December 1, 2017
We are offering US$1,350,000,000 aggregate principal amount of our 1.50% notes due December 1, 2017, which we refer to as the fixed rate
notes, and US$650,000,000 aggregate principal amount of our floating rate notes due December 1, 2017, which we refer to as the floating rate notes
and, together with the fixed rate notes, as the notes. We will pay interest on the fixed rate notes at a rate of 1.50% per year. Interest on the fixed rate
notes will be payable semi-annually in arrears on June 1 and December 1 of each year, subject in each case to the applicable business day convention
set forth in this prospectus supplement, beginning on June 1, 2015. We will pay interest on the floating rate notes at a rate equal to the then applicable
U.S. Dollar three-month LIBOR rate plus 0.37%. Interest on the floating rate notes will be payable in arrears on March 1, June 1, September 1 and
December 1 of each year, subject in each case to the applicable business day convention set forth in this prospectus supplement, beginning on March 1,
2015. The notes will mature on December 1, 2017. We may redeem all, but not less than all, of each of the fixed rate notes and the floating rate notes if
specified events occur involving Australian taxation, as described under "Description of the Debt Securities--Redemption of Debt Securities--
Redemption for Taxation Reasons" in the accompanying prospectus.
The notes will be our direct, unconditional and unsecured senior obligations and will rank, except for certain debts required to be preferred by law,
equally with all of our other unsecured and unsubordinated obligations from time to time outstanding. For a description of debts preferred by law, see
"Ranking" in the accompanying prospectus. The fixed rate notes and the floating notes will each constitute a separate series of senior Debt Securities
described in the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
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Investing in the notes involves risks. To read about certain factors you should consider before investing in the notes, see "Forward-
Looking Statements" on page S-iii and "Risk Factors" beginning on page S-7 of this prospectus supplement, and the risk factors set forth in
our Annual Report on Form 20-F for the financial year ended September 30, 2014 filed with the Securities and Exchange Commission, which
we refer to as the 2014 Form 20-F and which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
The notes are not protected accounts or deposit liabilities of Westpac Banking Corporation for the purpose of the Banking Act 1959 of Australia,
which we refer to as the Australian Banking Act, and are not insured or guaranteed by (1) the Commonwealth of Australia or any governmental agency
of Australia, (2) the United States of America, the Federal Deposit Insurance Corporation or any other governmental agency of the United States or
(3) the government or any governmental agency of any other jurisdiction.
Per Fixed
Per Floating

Rate Note
Total

Rate Note

Total

Public Offering Price(1)


99.994% US$
1,349,919,000

100.000% US$
650,000,000
Underwriting Discount(2)


0.150% US$
2,025,000

0.150% US$
975,000
Proceeds to Westpac (before expenses)(1)


99.844% US$
1,347,894,000

99.850% US$
649,025,000
(1)
Plus accrued interest from December 1, 2014 if settlement occurs after that date.
(2)
The underwriters have agreed to reimburse us for certain of our expenses relating to this offering. See "Underwriting" on page S-22 for further information.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company and its
participants, including Euroclear Bank SA/NV and Clearstream Banking, société anonyme, on or about December 1, 2014.
Joint Book-Running Managers
BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
November 17, 2014
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT


PRESENTATION OF INFORMATION
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES
S-13
TAXATION
S-21
UNDERWRITING
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-28
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-28
CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-29
VALIDITY OF SECURITIES
S-29
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EXPERTS
S-30
EXPENSES
S-30

PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

2
WESTPAC BANKING CORPORATION

3
USE OF PROCEEDS

5
DESCRIPTION OF THE DEBT SECURITIES

6
TAXATION

24
PLAN OF DISTRIBUTION

33
WHERE YOU CAN FIND MORE INFORMATION

35
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

36
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

37
CURRENCY OF PRESENTATION AND EXCHANGE RATES

38
VALIDITY OF SECURITIES

39
EXPERTS

39
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S LIABILITY

39
S-i
Table of Contents
You should rely only on information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus with respect to the offering of the notes filed by us with the Securities and Exchange Commission, which we refer to as the SEC.
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with
different, additional or inconsistent information, you should not rely on it. You should assume that the information in this prospectus supplement, the
accompanying prospectus and any free writing prospectus with respect to the offering of the notes filed by us with the SEC and the documents
incorporated by reference herein and therein is only accurate as of the respective dates of such documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales of the notes are permitted. The
distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by
law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform
themselves about and observe any restrictions relating to the offering of the notes and the distribution of this prospectus supplement and the
accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be
used in connection with, an offer to sell, or a solicitation of an offer to buy, any notes offered by this prospectus supplement and the accompanying
prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
PRESENTATION OF INFORMATION
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus. The second part is the accompanying prospectus which gives more general information about our debt securities,
some of which may not apply to this offering.
If the information in this prospectus supplement is inconsistent with information contained in the accompanying prospectus or any document
incorporated by reference in this prospectus supplement or the accompanying prospectus on or prior to the date hereof, you should rely on the
information contained in this prospectus supplement.
Unless otherwise indicated, or the context otherwise requires, references in this prospectus supplement to the "Group," "we," "us" and "our" or
similar terms are to Westpac Banking Corporation and its controlled entities (within the meaning of Section 50AA of the Corporations Act 2001 of
Australia, which we refer to as the Australian Corporations Act), and references to "Westpac" are to Westpac Banking Corporation (ABN
33 007 457 141).
We publish our consolidated financial statements in Australian dollars. In this prospectus supplement, unless otherwise stated or the context
otherwise requires, references to "dollars", "$", or "A$" are to Australian dollars, references to "US$", "USD" or "U.S. dollars" are to United States
dollars and references to "NZ$", "NZD" or "NZ dollars" are to New Zealand dollars.
S-ii
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains or incorporates by reference statements that constitute "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act. Forward-looking statements are statements about
matters that are not historical facts. Forward-looking statements appear in a number of places in this prospectus supplement and the accompanying
prospectus and the information incorporated by reference herein and therein and include statements regarding our intent, belief or current expectations
with respect to our business and operations, market conditions, results of operations and financial condition, including, without limitation, future loan
loss provisions and financial support to certain borrowers. We use words such as "will", "may", "expect", "intend", "seek", "would", "should", "could",
"continue", "plan", "estimate", "anticipate", "believe", "probability", "risk" or other similar words to identify forward-looking statements. These
forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions
which are, in many instances, beyond our control and have been made based upon management's expectations and beliefs concerning future
developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that
the effect of future developments on us will be those anticipated. Actual results could differ materially from those which we expect, depending on the
outcome of various factors, including, but not limited to, those set forth in the 2014 Form 20-F and the other documents incorporated by reference in
this prospectus supplement or the accompanying prospectus. These factors include:
·
the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy, particularly changes
to liquidity, leverage and capital requirements;
·
the stability of Australian and international financial systems and disruptions to financial markets and any losses or business impacts we
or our customers or counterparties may experience as a result;
·
market volatility, including uncertain conditions in funding, equity and asset markets;
·
adverse asset, credit or capital market conditions;
·
changes to our credit ratings;
·
levels of inflation, interest rates, exchange rates and market and monetary fluctuations;
·
market liquidity and investor confidence;
·
changes in economic conditions, consumer spending, saving and borrowing habits in Australia, New Zealand and in other countries in
which we or our customers or counterparties conduct our or their operations and our ability to maintain or to increase market share and
control expenses;
·
the effects of competition in the geographic and business areas in which we conduct our operations;
·
information security breaches, including cyberattacks;
·
reliability and security of our technology and risks associated with changes to technology systems;
·
the timely development and acceptance of new products and services and the perceived overall value of these products and services by
customers;
·
the effectiveness of our risk management policies, including our internal processes, systems and employees;
·
the occurrence of environmental change or external events in countries in which we or our customers or counterparties conduct our or
their operations;
·
internal and external events which may adversely impact our reputation;
·
changes in political, social or economic conditions in any of the major markets in which we or our customers or counterparties operate;
S-iii
Table of Contents
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·
our ability to incur additional indebtedness and the limitations contained in the agreements governing such indebtedness;
·
the success of strategic decisions involving business expansion and integration of new businesses; and
·
various other factors beyond our control.
All forward-looking statements speak only as of the date made. We are under no obligation to update any forward-looking statements contained or
incorporated by reference in this prospectus supplement, whether as a result of new information, future events or otherwise.
S-iv
Table of Contents

SUMMARY
This summary highlights selected information about us and this offering. It does not contain all of the information that may be important to you in
deciding whether to purchase the notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents
that we have filed with the SEC that are incorporated by reference prior to deciding whether to purchase the notes.
Westpac Banking Corporation
We are one of the four major banking organizations in Australia and we are also one of the largest banking organizations in New Zealand. We
provide a broad range of banking and financial services in these markets, including retail, business and institutional banking and wealth management
services.
We have branches, affiliates and controlled entities throughout Australia, New Zealand and the Pacific region and maintain branches and offices in
some of the key financial centers around the world.
We were founded in 1817 and were the first bank to be established in Australia. In 1850 we were incorporated as the Bank of New South Wales by
an Act of the New South Wales Parliament. In 1982 we changed our name to Westpac Banking Corporation following our merger with the Commercial
Bank of Australia. On August 23, 2002, we were registered as a public company limited by shares under the Australian Corporations Act. Our principal
office is located at 275 Kent Street, Sydney, New South Wales, 2000, Australia. Our telephone number for calls within Australia is 132 032 and our
international telephone number is (+61) 2 9293 9270.
As at September 30, 2014, we had total assets of A$771 billion. Our market capitalization as of November 10, 2014 was approximately
A$104 billion.
Our operations comprise the following key customer-facing business divisions operating under multiple brands serving around 12.8 million
customers.
·
Australian Financial Services, which we refer to as AFS, is responsible for Westpac's Australian retail banking, business banking and
wealth operations. AFS also includes the product and risk responsibilities for Australian banking. It incorporates the operations of
Westpac Retail & Business Banking, which we refer to as Westpac RBB, St.George Banking Group, which we refer to as St.George,
and BT Financial Group (Australia), which we refer to as BTFG, as follows:
·
Westpac RBB is responsible for sales and service to consumer, small-to-medium enterprise customers, which we refer to as
SME, commercial and agribusiness customers (with turnover of up to A$100 million) in Australia under the Westpac brand.
Activities are conducted through Westpac RBB's network of branches, third-party distributors, call centers, automatic teller
machines, which we refer to as ATMs, Electronic Funds Transfer Point of Sale, which we refer to as EFTPOS, terminals,
internet and mobile banking services, business banking centers and specialized consumer and business relationship managers.
Support is provided by cash flow, trade finance, transactional banking, financial markets, property finance and wealth specialists;
·
St.George is responsible for sales and service to consumer, SME and corporate customers (businesses with facilities up to
A$150 million) in Australia under the St.George, BankSA, Bank of Melbourne and RAMS brands. RAMS is a financial services
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group specializing in mortgages and online deposits. Activities are conducted through St. George's network of branches, third-
party distributors, call centers, ATMs, EFTPOS terminals, internet and mobile banking services, business banking centers and
specialized consumer and business relationship managers. Support is provided by cash flow, trade finance, transactional

S-1
Table of Contents
banking, automotive and equipment finance, financial markets, property finance and wealth specialists; and
·
BTFG is Westpac's Australian wealth division. BTFG's funds management operations include the manufacturing and distribution
of investment, superannuation and retirement products, investment platforms including BT Wrap and Asgard, private banking,
financial planning, as well as equity capability and broking. BTFG's insurance solutions cover the manufacturing and distribution
of life, general and lenders mortgage insurance. BTFG's brands include Advance Asset Management, Ascalon, Asgard, BT, BT
Investment Management Ltd. (60.76% owned by us and consolidated in BTFG's Funds Management business), Licensee Select,
BT Select, Securitor and the Advice, Private Banking and Insurance operations of Bank of Melbourne, BankSA, St.George and
Westpac.
·
Westpac Institutional Bank, which we refer to as WIB, delivers a broad range of financial services to commercial, corporate, institutional
and government customers with connections to Australia and New Zealand, this includes a growing customer base in Asia. WIB
operates through dedicated industry relationship and specialist product teams, with expert knowledge in transactional banking, financial
and debt capital markets, specialized capital, and alternative investment solutions. Customers are supported through branches and
subsidiaries located in Australia, New Zealand, Asia, United States and United Kingdom.
·
Westpac New Zealand is responsible for sales and service of banking, wealth and insurance products for consumers, business and
institutional customers in New Zealand. Westpac conducts its New Zealand banking business through two banks in New Zealand:
·
Westpac New Zealand Limited, which is incorporated in New Zealand; and
·
Westpac Banking Corporation (NZ Division), a branch of Westpac, which is incorporated in Australia. The division operates via
an extensive network of branches and ATMs across both the North and South Islands.
Business and institutional customers are also served through relationship and specialist product teams. Banking products are provided
under the Westpac and WIB brands while insurance and wealth products are provided under Westpac Life and BT brands respectively.
Other divisions in the Group include:
·
Westpac Pacific, which provides banking services for retail and business customers in seven Pacific Island Nations. Branches, ATMs,
telephone banking and internet banking channels are used to deliver business activities in Fiji, Papua New Guinea, Vanuatu, Cook
Islands, Tonga, Solomon Islands and Samoa. Westpac Pacific's financial products include personal savings, business transactional
accounts, personal and business lending products, business services and a range of international products;
·
Group Services, encompassing technology, banking operations, compliance, legal and property services;
·
Treasury, which is primarily focused on the management of the Group's interest rate risk and funding requirements; and
·
Core Support, which comprises those functions performed centrally, including finance, risk and human resources.
On December 31, 2013, Westpac completed its previously announced acquisition of Lloyds Banking Group's Australian asset finance business,
Capital Finance Australia Limited, and its corporate loan portfolio, BOS International (Australia) Ltd, for A$1.45 billion.

S-2
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Table of Contents

The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see "Description
of the Notes" in this prospectus supplement and "Description of the Debt Securities" in the accompanying prospectus.
Issuer
Westpac Banking Corporation.
Notes Offered
US$1,350,000,000 aggregate principal amount of 1.50% fixed rate notes due December 1, 2017.

US$650,000,000 aggregate principal amount of floating rate notes due December 1, 2017.
Maturity Date
The notes will mature on December 1, 2017.
Interest Rate
We will pay interest on the fixed rate notes at a rate of 1.50% per year. We will pay interest on the floating
rate notes at a rate equal to the then applicable U.S. dollar three-month LIBOR rate plus 0.37%.
Interest Payment Dates
Interest on the fixed rate notes will be payable semi-annually in arrears on June 1 and December 1 of each
year, subject in each case to the applicable business day convention set forth below, beginning on June 1,
2015. Interest on the floating rate notes will be payable quarterly in arrears on March 1, June 1, September 1
and December 1 of each year, subject in each case to the applicable business day convention set forth
below, beginning on March 1, 2015. Any payment of principal or interest with respect to the fixed rate notes
required to be made on an interest payment date that is not a business day in New York, London and
Sydney will be made on the next succeeding business day, and no interest will accrue on that payment for
the period from and after the interest payment date to the date of payment on the next succeeding business
day. If any floating rate interest payment date (as defined herein) would fall on a day that is not a business
day, other than the floating rate interest payment date that is also the date of maturity for the floating rate
notes, that floating rate interest payment date will be postponed to the following day that is a business day,
except if such next business day is in a different month, in which case such floating rate interest payment
date will be the immediately preceding day that is a business day. If the date of maturity of the floating rate
notes is not a business day, payment of principal and interest on the floating rate notes will be made on the
following day that is a business day and no interest will accrue for the period from and after such date of
maturity of the floating rate notes.

S-3
Table of Contents
Ranking
The notes will be our direct, unconditional, unsubordinated and unsecured obligations and will rank, except
for certain debts required to be preferred by law, equally with all of our other unsecured and unsubordinated
obligations from time to time outstanding. For a description of debts preferred by law, see "Ranking" in the
accompanying prospectus. The notes will rank senior to our subordinated obligations, including any
subordinated debt securities.
Redemption for Taxation Reasons
Subject to certain limitations, the senior indenture provides that we will have the right to redeem each of the
fixed rate notes and the floating rate notes in whole, but not in part, as described in the accompanying
prospectus under the heading "Description of the Debt Securities--Redemption of Debt Securities--
Redemption for Taxation Reasons", with respect to the notes.

If we redeem the fixed rate notes or the floating rate notes in these circumstances, the redemption price of
each note redeemed will be equal to 100% of the principal amount of such note plus accrued and unpaid
interest on such note to but excluding the date of redemption.
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Use of Proceeds
We estimate that the net proceeds from the offering of the notes, after taking into account the underwriting
discount and deducting estimated offering expenses payable by us, will be US$1,996,539,100. We intend to
use the net proceeds for general corporate purposes.
Sinking Fund
The notes will not be entitled to the benefit of any sinking fund.
Form of Note
Notes, in global form, which we refer to as global notes, will be held in the name of The Depository Trust
Company, which we refer to as the Depositary or DTC, or its nominee.
Trustee
The Bank of New York Mellon, which we refer to as the trustee.

S-4

Table of Contents

Summary Financial Information
The following table sets forth summary consolidated financial information as of, and for the financial years ended, September 30, 2014, 2013,
2012, 2011 and 2010. We have derived the summary financial information from our audited consolidated financial statements and related notes as of,
and for the financial years ended, September 30, 2014, 2013, 2012, 2011 and 2010, which have been prepared in accordance with Australian
Accounting Standards and International Financial Reporting Standards as issued by the International Accounting Standards Board.
You should read this information together with the operating and financial review set forth in "Section 2" of our 2014 Form 20-F and our audited
consolidated financial statements and the accompanying notes included in our 2014 Form 20-F which is incorporated by reference in this prospectus
supplement. See "Where You Can Find More Information" in this prospectus supplement.
As of and for the financial year


ended September 30,



2014(1)

2014

2013(2)

2012(2)

2011(2)

2010(2)

(in US$
millions)


(Unaudited)

(in A$ millions)


Income statement(3)







Net interest income

11,832
13,542
12,821
12,502
11,996
11,842
Non-interest income

5,587
6,395
5,774
5,481
4,917
5,068














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Net operating income before operating
expenses and impairment charges

17,419
19,937
18,595
17,983
16,913
16,910
Operating expenses

(7,468)
(8,547)
(7,976)
(7,957)
(7,406)
(7,416)
Impairment charges

(568)
(650)
(847)
(1,212)
(993)
(1,456)














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Profit before income tax

9,383
10,740
9,772
8,814
8,514
8,038
Income tax expense

(2,722)
(3,115)
(2,947)
(2,812)
(1,455)
(1,626)
Profit attributable to non-controlling
interests

(55)
(64)
(74)
(66)
(68)
(66)














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Net profit attributable to owners of
Westpac Banking Corporation

6,606
7,561
6,751
5,936
6,991
6,346














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?














Balance sheet(3)







Loans

507,046 580,343 536,164 514,445 496,609 477,655
Other assets

166,440 190,499 164,933 164,167 173,619 140,622














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Total assets

673,486 770,842 701,097 678,612 670,228 618,277














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Deposits and other borrowings

402,620 460,822 424,482 394,991 370,278 337,385
Debt issues

133,022 152,251 144,133 147,847 165,931 150,971
Loan capital

9,487
10,858
9,330
9,537
8,173
9,632
Other liabilities

85,250
97,574
75,615
79,972
82,038
80,171














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
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Total liabilities

630,379 721,505 653,560 632,347 626,420 578,159














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
Total shareholders' equity and non-
controlling interests

43,107
49,337
47,537
46,265
43,808
40,118














?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?

S-5
Table of Contents

As of and for the financial year


ended September 30,



2014

2013

2012

2011

2010

Key Financial Ratios






Business Performance






Operating expenses to operating income ratio (%)

42.9
42.9
44.2
43.8
43.9
Net interest margin (%)

2.09
2.14
2.16
2.19
2.21
Capital adequacy






Total equity to total assets (%)

6.4
6.8
6.8
6.5
6.5
Total equity to total average assets (%)

6.7
6.9
6.9
7.0
6.6
APRA Basel III:






Common equity Tier 1 (%)(4)

9.0
9.1
8.2
n/a
n/a
Tier 1 ratio (%)(5)

10.6
10.7
10.3
9.7
9.1
Total capital ratio (%)(5)

12.3
12.3
11.7
11.0
11.0
Credit Quality






Net impaired assets to equity and collectively assessed
provisions (%)

2.5
4.1
5.6
6.3
6.2
Total provisions for impairment on loans and credit
commitments to total loans (basis points)

60
73
82
88
105
Other information






Full-time equivalent staff (number at financial year end)(6)
33,586 33,045 33,418 33,898 35,055

For the financial year ended


September 30,



2014

2013

2012

2011

2010



(Unaudited)

Ratio of earnings to fixed charges

1.57
1.48
1.36
1.32
1.35
(1)
Solely for the convenience of the reader, we have translated the amounts in this column from Australian dollars into U.S. dollars
using the noon buying rate in New York City for cable transfers of Australian dollars as certified for customs purposes for the
Federal Reserve Bank of New York as of September 30, 2014 of A$1.00 to US$0.8737. These translations should not be
considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at
any other exchange rate or as of that or any other date.
(2)
Where accounting classifications have changed or where changes in accounting policies are adopted retrospectively,
comparatives have been restated and may differ from results previously reported.
(3)
The above income statement extracts for the financial years ended September 30, 2014, 2013 and 2012 and balance sheet extracts
as of September 30, 2014 and 2013 are derived from the consolidated financial statements included in the 2014 Form 20-F. The
above income statement extracts for the financial years ended September 30, 2011 and 2010 and balance sheet extracts as of
September 30, 2012, 2011 and 2010 are derived from consolidated financial statements previously published.
(4)
Basel III as implemented by APRA became effective in Australia on January 1, 2013. The 2012 ratio has been presented as if
Basel III as implemented by APRA became effective on January 1, 2012. No ratios are presented for prior years. For further
information, refer to Note 31 to our audited consolidated financial statements in the 2014 Form 20-F.
(5)
Basel III as implemented by APRA became effective in Australia on January 1, 2013. Ratios for prior years are presented on a
http://www.sec.gov/Archives/edgar/data/719245/000104746914009339/a2222259z424b5.htm[11/19/2014 10:38:33 AM]


Basel II basis. For further information, refer to Note 31 to our audited consolidated financial statements in the 2014 Form 20-F.
(6)
Full-time equivalent staff includes full-time and pro-rata part-time staff. It excludes staff on unpaid absences (e.g. unpaid
maternity leave), overtime, temporary and contract staff.

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Table of Contents
RISK FACTORS
Investors should carefully consider the risks described below and in the other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus, including the risks described in the 2014 Form 20-F, before making an investment decision.
The risks and uncertainties described below and in such other information are not the only ones facing us or you, as holders of the notes. Additional
risks and uncertainties that we are unaware of, or that we currently deem immaterial, may become important factors that affect us or you, as holders of
the notes.
Because the senior indenture contains no limit on the amount of additional debt that we may incur, our ability to make timely payments on the
notes you hold may be affected by the amount and terms of our future debt
Our ability to make timely payments on our outstanding debt may depend on the amount and terms of our other obligations, including any
additional debt securities that we may issue. The senior indenture does not contain any limitation on the amount of indebtedness that we may issue in
the future. As we issue additional debt securities under the senior indenture or incur other indebtedness, unless our earnings grow in proportion to our
debt and other fixed charges, our ability to service the notes on a timely basis may become impaired.
The fixed rate notes and the floating rate notes will each constitute a separate series of debt securities under the senior indenture
Each time we issue debt securities under the senior indenture, the debt securities that we issue will constitute a separate series of debt securities for
purposes of the senior indenture (unless it is specifically provided that the debt securities so issued will constitute a reopening of an outstanding series of
debt securities). This may result in adverse consequences to holders of the notes if an event of default were to occur with respect to the debt securities
of a particular series but not with respect to the fixed rate notes or the floating rate notes. If this were to occur, holders of debt securities of the series in
respect of which such event of default shall have occurred may be entitled to accelerate the debt securities of such series while holders of the fixed rate
notes or the floating rate notes, in the absence of any event of default, would not be entitled to accelerate the fixed rate notes or the floating rate notes or
pursue any other remedy. As a result, holders of debt securities that have been accelerated may be entitled to payment in full in respect of their claims
while holders of other series of debt securities, including the fixed rate notes or the floating rate notes, that have not been accelerated will not be entitled
to any such payment until an event of default shall have occurred with respect to the debt securities of such series.
The terms of the senior indenture and the notes provide only limited protection against significant events that could adversely impact your
investment in the notes
The senior indenture governing the notes does not:
·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;
·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness or other obligations that would be senior to our equity
interests in our subsidiaries and therefore rank effectively senior to the notes with respect to the assets of our subsidiaries;
·
restrict our ability to repurchase or prepay any other of our securities or other indebtedness; or
·
restrict our ability to make investments or to repurchase, or pay dividends or make other payments in respect of, our common stock or
other securities ranking junior to the notes.
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Table of Contents
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the senior indenture and the notes do not
restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse
http://www.sec.gov/Archives/edgar/data/719245/000104746914009339/a2222259z424b5.htm[11/19/2014 10:38:33 AM]


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