Bond WestPac Bank 2.85% ( US961214CX95 ) in USD

WestPac Bank

100 % ▲

Australia

US961214CX95 ( in USD )

2.85% per year ( payment 2 times a year)

13/05/2026

Prospectus brochure of the bond Westpac Banking US961214CX95 en USD 2.85%, maturity 13/05/2026

2 000 USD

1 500 000 000 USD

961214CX9

AA- ( High grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

13/11/2025 ( In 103 days )

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 US961214CX95, pays a coupon of 2.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/05/2026

The Bond issued by WestPac Bank ( Australia ) , in USD, with the ISIN code US961214CX95, was rated Aa3 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by WestPac Bank ( Australia ) , in USD, with the ISIN code US961214CX95, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

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

offering price

registration fee(1)

Senior Debt Securities

US$4,000,000,000

US$402,800

(1)
The registration fee of US$402,800 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended. Pursuant to
Rule 457(p) under the US Securities Act of 1933, as amended, registration fees of US$446,960 paid with respect to securities previously
registered, but not sold, were applied to the registrant's registration statement on Form F-3 filed on November 10, 2015 (Registration No. 333-
207931) from the registrant's registration statement on Form F-3 (Registration No. 333-185478) as amended by Post-Effective Amendment
No. 1, filed with the US Securities and Exchange Commission, which we refer to as the Commission, on April 30, 2015, which we refer to as
Post-Effective Amendment No. 1. Post-Effective Amendment No. 1 applied registration fees of $749,080 previously paid with respect to
securities previously registered, but not sold, under the registration statement on Form S-3 (Registration No. 333-166670), filed with the
Commission on May 10, 2010, which we refer to as the Prior Registration Statement, by Westpac Securitisation Management Pty Limited,
which we refer to as Securitization, a wholly-owned subsidiary of the registrant. The Prior Registration Statement applied registration fees of
$368,400 previously paid with respect to securities previously registered, but not sold, under the registration statement on Form S-3
(Registration No. 333-143396), filed with the Commission on May 31, 2007 by Crusade Management Limited, a wholly-owned subsidiary of
the registrant, and carried forward $12,400,000,000 of unsold securities from a previous registration statement on Form S-3 (Registration
No. 333-140399) filed by Securitization with the Commission on February 2, 2007 in connection with which a filing fee of $380,680 was paid.
US$377,625 of such previously paid registration fees were previously used to offset the registration fee payable pursuant to the prospectus
supplement dated November 17, 2015 and US$302,120 of such previously paid registration fees were previously used to offset the registration
fee payable pursuant to the prospectus supplement dated May 18, 2015. The balance of such previously paid registration fees of $69,335 is being
applied to offset the registration fee for this offering. Accordingly, a registration fee of US$333,465 is being paid at this time.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207931
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 10, 2015)
US$4,000,000,000
Westpac Banking Corporation
(ABN 33 007 457 141)
US$750,000,000 1.650% Notes due May 13, 2019
US$1,250,000,000 2.100% Notes due May 13, 2021
US$1,500,000,000 2.850% Notes due May 13, 2026
US$250,000,000 Floating Rate Notes due May 13, 2019
US$250,000,000 Floating Rate Notes due May 13, 2021
We are offering US$750,000,000 aggregate principal amount of our 1.650% notes due May 13, 2019, which we refer to as the 2019 fixed rate notes, US$1,250,000,000 aggregate
principal amount of our 2.100% notes due May 13, 2021, which we refer to as the 2021 fixed rate notes, US$1,500,000,000 aggregate principal amount of our 2.850% notes due May 13, 2026,
which we refer to as the 2026 fixed rate notes and, together with the 2019 fixed rate notes and the 2021 fixed rate notes, as the fixed rate notes, and US$250,000,000 aggregate principal
amount of our floating rate notes due May 13, 2019, which we refer to as the 2019 floating rate notes, and US$250,000,000 aggregate principal amount of our floating rate notes due May 13,
2021, which we refer to as the 2021 floating rate notes and, together with the 2019 floating rate notes, as the floating rate notes and, together with the fixed rate notes, as the notes. We will
pay interest on the 2019 fixed rate notes at a rate of 1.650% per year semi-annually in arrears on May 13 and November 13 of each year, subject in each case to the applicable business day
convention set forth in this prospectus supplement, beginning on November 13, 2016. We will pay interest on the 2021 fixed rate notes at a rate of 2.100% per year semi-annually in arrears on
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May 13 and November 13 of each year, subject in each case to the applicable business day convention set forth in this prospectus supplement, beginning on November 13, 2016. We will pay
interest on the 2026 fixed rate notes at a rate of 2.850% per year semi-annually in arrears on May 13 and November 13 of each year, subject in each case to the applicable business day
convention set forth in this prospectus supplement, beginning on November 13, 2016. We will pay interest on the 2019 floating rate notes at a rate equal to the then applicable U.S. Dollar
three-month LIBOR rate plus 0.710% quarterly in arrears on February 13, May 13, August 13 and November 13 of each year, subject in each case to the applicable business day convention set
forth in this prospectus supplement, beginning on August 13, 2016. We will pay interest on the 2021 floating rate notes at a rate equal to the then applicable U.S. Dollar three-month LIBOR
rate plus 1.000% quarterly in arrears on February 13, May 13, August 13 and November 13 of each year, subject in each case to the applicable business day convention set forth in this
prospectus supplement, beginning on August 13, 2016. The 2019 fixed rate notes and the 2019 floating rate notes will mature on May 13, 2019. The 2021 fixed rate notes and the 2021 floating
rate notes will mature on May 13, 2021. The 2026 fixed rate notes will mature on May 13, 2026. We may redeem all, but not less than all, of the 2019 fixed rate notes, the 2021 fixed rate
notes, the 2026 fixed rate notes, the 2019 floating rate notes, and/or the 2021 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. Each of the 2019 fixed
rate notes, the 2021 fixed rate notes, the 2026 fixed rate notes, the 2019 floating rate notes and the 2021 floating rate notes will 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.
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-iv and "Risk Factors" beginning on page S-7 of this prospectus supplement, and the risk factors set forth in
our U.S. Interim Financial Results Announcement for the half-year ended March 31, 2016 furnished to the Securities and Exchange
Commission on Form 6-K dated May 4, 2016, which we refer to as the 2016 U.S. Interim Financial Results Announcement 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 2019
Per 2021
Per 2026
Per 2019
Per 2021
Fixed Rate
Fixed Rate
Fixed Rate
Floating Rate
Floating Rate

Note

Total

Note

Total

Note

Total

Note

Total

Note

Total

Public
Offering
Price(1)
99.997% US$749,977,500 99.821% US$1,247,762,500 99.612% US$1,494,180,000
100.000% US$250,000,000
100.000% US$250,000,000
Underwriting
Discount(2)
0.150% US$
1,125,000
0.250% US$
3,125,000
0.350% US$
5,250,000
0.150% US$
375,000
0.250% US$
625,000
Proceeds to
Westpac
(before
expenses)
99.847% US$748,852,500 99.571% US$1,244,637,500 99.262% US$1,488,930,000
99.850% US$249,625,000
99.750% US$249,375,000
(1)
Plus accrued interest from May 13, 2016 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 May 13, 2016.
Joint Book-Running Managers
BofA Merrill Lynch
Citigroup
Goldman, Sachs & Co.
J.P. Morgan
May 9, 2016
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

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PRESENTATION OF INFORMATION
S-iii
FORWARD-LOOKING STATEMENTS
S-iv
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
EXPERTS
S-30
EXPENSES
S-30

PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WESTPAC BANKING CORPORATION

4
USE OF PROCEEDS

6
DESCRIPTION OF THE DEBT SECURITIES

7
TAXATION

25
PLAN OF DISTRIBUTION

35
WHERE YOU CAN FIND MORE INFORMATION

37
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

37
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

38
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.
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (and any
amendments thereto) as implemented in member states of the European Economic Area. This prospectus supplement and the accompanying prospectus
have been prepared on the basis that all offers of the notes in the member states of the European Economic Area will be made pursuant to an exemption
under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of the notes. Accordingly, any person making or
intending to make any offer within the European Economic Area of notes which are the subject of the offering contemplated in this prospectus
supplement and the accompanying prospectus should only do so in circumstances in which no obligation arises for Westpac or any underwriter to
produce a prospectus for such offers. Neither Westpac nor any underwriter has authorized, nor do they authorize, the making of any offer of the notes
through any financial intermediary, other than offers made by the underwriters which constitute the final placement of the notes contemplated in this
prospectus supplement.
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S-ii
Table of Contents
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.
Certain amounts that appear in this prospectus supplement may not sum due to rounding.
S-iii
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. Words such as "will", "may", "expect", "intend", "seek", "would", "should", "could",
"continue", "plan", "estimate", "anticipate", "believe", "probability", "risk" or other similar words are used 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 expected, depending on the
outcome of various factors, including, but not limited to, those set forth in our Annual Report on Form 20-F for the financial year ended September 30,
2015, which we refer to as our 2015 Form 20-F, as applicable, and the 2016 U.S. Interim Financial Results Announcement 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;
·
regulatory investigations, litigation, fines, penalties, restrictions or other regulator imposed conditions;
·
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;
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·
the conduct, behavior or practices of us or our staff;
·
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 incidence or severity of our insured events;
S-iv
Table of Contents
·
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 to the value of our intangible assets;
·
changes in political, social or economic conditions in any of the major markets in which we or our customers or counterparties operate;
·
our ability to incur additional indebtedness and the limitations contained in the agreements governing such indebtedness;
·
the success of strategic decisions involving diversification or innovation, in addition to 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-v
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
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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 one of the largest banking organizations in New Zealand. We provide a broad
range of banking and financial services in these markets, including consumer, business and institutional banking and wealth management services.
We have branches, affiliates and controlled entities throughout Australia, New Zealand, Asia 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 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 March 31, 2016, we had total assets of A$831.8 billion. Our market capitalization as of May 2, 2016 was approximately A$99.9 billion.
Beginning October 1, 2015, our operations comprised the following five primary customer-facing business divisions operating under multiple
brands serving around 13 million customers.
·
Consumer Bank, which we refer to as CB, is responsible for sales and service to consumer customers in Australia under the Westpac,
St. George, BankSA, Bank of Melbourne and RAMS brands. Activities are conducted through a dedicated team of specialist consumer
bankers along with an extensive network of branches, call centers and ATMs. Customers are also supported by a range of internet and
mobile banking solutions. Through its network of branches, CB also assists with the provision of banking services to small business and
commercial customers. In addition, CB works in an integrated way with BTFG and WIB in the sales and service of select financial
services and products including in wealth and foreign exchange.
·
Business Bank, which we refer to as BB, is responsible for sales and service to micro, SME and commercial business customers for
facilities up to approximately $150 million. The division operates under the Westpac, St. George, BankSA and Bank of Melbourne
brands. Customers are provided with a wide range of banking and financial products and services to support their lending, payments and
transaction needs. In addition, specialist services are provided for cash flow finance, trade finance, automotive and equipment finance,
property finance and treasury services. The division is also responsible for consumer customers with auto finance loans. BB works in an
integrated way with BTFG and WIB in the sales and service of select financial services and products including corporate superannuation,
foreign exchange and interest rate hedging.
·
BT Financial Group (Australia), which we refer to as BTFG, is the wealth management and insurance arm of the Westpac Group
providing a broad range of associated services. BTFG's funds management operations include the manufacturing and distribution of
investment, superannuation, retirement products, wealth administration platforms, private banking, margin lending and equity broking.
BTFG's insurance covers the manufacturing and distribution of life, general and lenders mortgage insurance. The division also uses third
parties for the manufacture
S-1
Table of Contents
of certain general insurance products as well as actively reinsuring its risk using external providers excluding consumer credit insurance.
BTFG operates a range of wealth, funds management, and financial advice brands and operates under the banking brands of Westpac
St. George, Bank of Melbourne and BankSA for Private Wealth and Insurance. BT Investment Management Limited, which we refer to
as BTIM, is 31% owned by BTFG (following a partial sale in 2015) with the business being equity accounted from July 2015. BTFG
works in an integrated way with all the Group's Australian divisions in supporting the insurance and wealth needs of customers.
·
Westpac Institutional Bank, which we refer to as WIB, delivers a broad range of financial products and services to retail, commercial,
corporate, institutional and government customers in Australia and New Zealand as well as through branches and subsidiaries in the
United States, the United Kingdom and Asia. WIB is also responsible for Westpac Pacific, providing a range of banking services in Fiji,
PNG and Vanuatu. 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. WIB works in
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partnership with all the Group's divisions in the provision of financial solutions.
·
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 automatic teller machines,
which we refer to as 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 brand while insurance and wealth products
are provided under Westpac Life and BT brands, respectively. New Zealand also has local infrastructure, including technology,
operations and treasury.
Other divisions in the Group include:
·
Customer & Business Services, which encompasses banking operations, customer contact centers, product marketing, compliance, legal
and property services;
·
Group Technology, which comprises functions responsible for technology strategy and architecture, infrastructure and operations,
applications development and business integration;
·
Treasury, the primary focus of which is the management of the Group's interest rate risk and funding requirements by managing the
mismatch between Group assets and liabilities; and
·
Core Support, which comprises those functions including finance, risk and human resources.
S-2
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$750,000,000 aggregate principal amount of the 1.650% fixed rate notes due May 13, 2019.

US$1,250,000,000 aggregate principal amount of the 2.100% fixed rate notes due May 13, 2021.

US$1,500,000,000 aggregate principal amount of the 2.850% fixed rate notes due May 13, 2026.

US$250,000,000 aggregate principal amount of floating rate notes due May 13, 2019.

US$250,000,000 aggregate principal amount of floating rate notes due May 13, 2021.
Maturity Date
The 2019 fixed rate notes and the 2019 floating rate notes will mature on May 13, 2019.

The 2021 fixed rate notes and the 2021 floating rate notes will mature on May 13, 2021.

The 2026 fixed rate notes will mature on May 13, 2026.
Interest Rate
We will pay interest on the 2019 fixed rate notes at a rate of 1.650% per year. We will pay interest on the
2021 fixed rate notes at a rate of 2.100% per year. We will pay interest on the 2026 fixed rate notes at a rate
of 2.850% per year. We will pay interest on the 2019 floating rate notes at a rate equal to the then applicable
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U.S. dollar three-month LIBOR rate plus 0.710%. We will pay interest on the 2021 floating rate notes at a
rate equal to the then applicable U.S. dollar three-month LIBOR rate plus 1.000%.
Interest Payment Dates
Interest on the fixed rate notes will be payable semi-annually in arrears on May 13 and November 13 of each
year, subject in each case to the applicable business day convention set forth below, beginning on
November 13, 2016. Interest on the floating rate notes will be payable quarterly in arrears on February 13,
May 13, August 13 and November 13 of each year, subject in each case to the applicable business day
convention set forth below, beginning on August 13, 2016. 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
S-3
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business day in New York, London and Sydney, 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.
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 the 2019
fixed rate notes, the 2021 fixed rate notes, the 2026 fixed rate notes, the 2019 floating rate notes and/or the
2021 floating rate notes, in each case 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 2019 fixed rate notes, the 2021 fixed rate notes, the 2026 fixed rate notes, the 2019 floating
rate notes or the 2021 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.
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$3,980,869,700. 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
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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, 2015, 2014,
2013, 2012 and 2011 and as of, and for the half-years ended March 31, 2016 and 2015. 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, 2015, 2014, 2013, 2012 and 2011,
and our unaudited interim consolidated financial statements and related notes as of, and for the half-years ended, March 31, 2016 and 2015, 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 Annual Report on our 2015
Form 20-F, and our audited consolidated financial statements and the accompanying notes included in our 2015 Form 20-F and the operating and
financial review set forth in "Section 2" and "Section 3" of our 2016 U.S. Interim Financial Results Announcement and our unaudited consolidated
financial statements and the accompanying notes included in our 2016 U.S. Interim Financial Results Announcement, each of 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 half-year
As of and for the financial year

ended March 31,

ended September 30,

2016(1)

2016

2015

2015(1)

2015(2)

2014(2)

2013(2)

2012(2)

2011(2)

(in US$
(in US$

millions)

(in A$ millions)

millions)

(in A$ millions)

(Unaudited)

Income statement(3)

Net interest income

5,740

7,477

6,984

10,953

14,267

13,542

12,821

12,502

11,996
Non-interest income

2,300

2,996

3,013

5,662

7,375

6,395

5,774

5,481

4,917
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net operating income before
operating expenses and
impairment charges

8,040

10,473

9,997

16,615

21,642

19,937

18,595

17,983

16,913
Operating expenses

(3,507)
(4,568)
(4,410)
(7,273)
(9,473)
(8,547)
(7,976)
(7,957)
(7,406)
Impairment charges

(512)
(667)
(341)
(578)
(753)
(650)
(847)
(1,212)
(993)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Profit before income tax

4,021

5,238

5,246

8,764

11,416

10,740

9,772

8,814

8,514
Income tax expense

(1,173)
(1,528)
(1,604)
(2,570)
(3,348)
(3,115)
(2,947)
(2,812)
(1,455)
Profit attributable to non-
controlling interests

(7)
(9)
(33)
(43)
(56)
(64)
(74)
(66)
(68)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net profit attributable to
owners of Westpac
Banking Corporation

2,841
3,701
3,609
6,151
8,012
7,561
6,751
5,936
6,991
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Balance sheet(3)

Loans

491,855
640,687
605,064

478,520
623,316
580,343
536,164
514,445
496,609
Other assets

146,687
191,073
190,897

144,972
188,840
190,499
164,933
164,167
173,619
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total assets

638,542
831,760
795,961

623,492
812,156
770,842
701,097
678,612
670,228
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Deposits and other
borrowings

379,433
494,246
466,743

364,909
475,328
460,822
424,482
394,991
370,278
Debt issues

126,720
165,065
168,151

131,318
171,054
152,251
144,133
147,847
165,931
Loan capital

9,993

13,017

11,905

10,625

13,840

10,858

9,330

9,537

8,173
Other liabilities

77,884
101,451

98,845

75,249

98,019

97,574

75,615

79,972

82,038
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total liabilities

594,030 773,779 745,644
582,101 758,241 721,505 653,560 632,347 626,420
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total shareholders' equity
and non-controlling
interests

44,512
57,981
50,317
41,391
53,915
49,337
47,537
46,265
43,808
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
S-5
Table of Contents

As of and for
the half-year
ended
As of and for the financial year

March 31,

ended September 30,

2016

2015

2015

2014

2013

2012

2011

(Unaudited)

Key Financial Ratios

Business Performance

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Operating expenses to operating income ratio
(%)

43.6
44.1
43.8
42.9
42.9
44.2
43.8
Net interest margin (%)

2.09
2.06
2.09
2.09
2.14
2.16
2.19
Capital adequacy

APRA Basel III:

Common equity Tier 1 (%)(4)

10.5
8.8
9.5
9.0
9.1
8.2
n/a
Tier 1 ratio (%)(5)

12.1
10.3
11.4
10.6
10.7
10.3
9.7
Total capital ratio (%)(5)

14.0
12.1
13.3
12.3
12.3
11.7
11.0
Credit Quality

Total provisions for impairment on loans and
credit commitments to total loans (basis
points)

57
58
53
60
73
82
88
Other information

Full-time equivalent staff (number at financial
year end)(6)
32,021 33,704 32,620 33,586 33,045 33,418 33,898

For the financial year ended

For the half-

September 30,

year ended
March 31,

2016

2015

2014

2013

2012

2011

(unaudited)

Ratio of earnings to fixed charges

1.61 1.62
1.57
1.48
1.36
1.32
(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 March 31, 2016 of A$1.00 to US$0.7677. 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 half-years ended March 31, 2016 and 2015 are derived from the unaudited
consolidated financial statements included in the 2016 U.S. Interim Financial Results Announcement. The above income
statement extracts for the financial years ended September 30, 2015, 2014 and 2013 and balance sheet extracts as of
September 30, 2015 and 2014 are derived from the consolidated financial statements included in the 2015 Form 20-F. The above
income statement extracts for the financial years ended September 30, 2012 and 2011 and balance sheet extracts as of
September 30, 2013, 2012 and 2011 are derived from consolidated financial statements previously published.
(4)
Basel III was not effective in Australia until on January 1, 2013. The 2012 ratio has been presented on a proforma Basel III basis.
For further information, refer to Note 33 to our audited consolidated financial statements in the 2015 Form 20-F.
(5)
Basel III was not effective in Australia until January 1, 2013. Comparatives are presented on a Basel II basis. For further
information, refer to Note 33 to our audited consolidated financial statements in the 2015 Form 20-F.
(6)
Full-time equivalent employees 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.
S-6
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 2016 U.S. Interim Financial Results Announcement,
before making an investment decision. The risks and uncertainties described below and in such other information are not the only ones facing us or
http://www.sec.gov/Archives/edgar/data/719245/000104746916013094/a2228637z424b5.htm[5/11/2016 4:23:47 PM]

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