Bond WestPac Bank 0.578% ( US961214EK56 ) in USD

Issuer WestPac Bank
Market price 100 %  ▲ 
Country  Australia
ISIN code  US961214EK56 ( in USD )
Interest rate 0.578% per year ( payment 4 times a year)
Maturity 12/01/2023 - Bond has expired



Prospectus brochure of the bond Westpac Banking US961214EK56 in USD 0.578%, expired


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 961214EK5
Standard & Poor's ( S&P ) rating AA- ( High grade - Investment-grade )
Moody's rating Aa3 ( High grade - Investment-grade )
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 US961214EK56, pays a coupon of 0.578% per year.
The coupons are paid 4 times per year and the Bond maturity is 12/01/2023

The Bond issued by WestPac Bank ( Australia ) , in USD, with the ISIN code US961214EK56, 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 US961214EK56, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-228295
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$2,250,000,000
US$292,050

(1)
The registration fee of US$292,050 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 9, 2018)
US$2,250,000,000
Westpac Banking Corporation
(ABN 33 007 457 141)
US$750,000,000 2.000% Notes due January 13, 2023
US$750,000,000 2.650% Notes due January 16, 2030
US$750,000,000 Floating Rate Notes due January 13, 2023
We are offering US$750,000,000 aggregate principal amount of our 2.000% notes due January 13, 2023, which we refer to as the 2.000% notes, US$750,000,000 aggregate
principal amount of our 2.650% notes due January 16, 2030, which we refer to as the 2.650% notes, and, together with the 2.000% notes, as the fixed rate notes, and
US$750,000,000 aggregate principal amount of our floating rate notes due January 13, 2023, 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 2.000% notes at a rate of 2.000% per year semi-annually in arrears on January 13 and July 13 of each year, subject in each case to the
applicable business day convention set forth in this prospectus supplement, beginning on July 13, 2020. We will pay interest on the 2.650% notes at a rate of 2.650% per year semi-
annually in arrears on January 16 and July 16 of each year, subject in each case to the applicable business day convention set forth in this prospectus supplement, beginning on
July 16, 2020. 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 0.390% quarterly in arrears on
January 13, April 13, July 13 and October 13 of each year, subject in each case to the applicable business day convention set forth in the prospectus supplement, beginning on
April 13, 2020. The 2.000% notes and the floating rate notes will mature on January 13, 2023. The 2.650% notes will mature on January 16, 2030. We may redeem all, but not less
than all, of the 2.000% notes, the 2.650% notes and/or the floating rate notes if specified events occur involving Australian taxation, as described under "Description of the Senior
Debt Securities--Redemption of Senior 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 "Description of the Notes--Ranking" in this
prospectus supplement. Each of the 2.000% notes, the 2.650% notes and the floating rate notes will constitute a separate series of Senior Debt Securities described in the
accompanying prospectus.
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance that limit or prohibit the offer or sale of securities such as these notes to
certain types of investors. By purchasing, or making or accepting an offer to purchase, these notes from us and/or the underwriters in the United States, each prospective investor
represents, warrants, agrees with and undertakes to us and to each underwriter that it qualifies as a "qualified institutional buyer" as defined in Rule 144A of the Securities Act of
1933, as amended. See "Plan of Distribution" 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-v and "Risk Factors" beginning on page S-10 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, 2019 filed with the Securities
and Exchange Commission, which we refer to as the 2019 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 Federal Deposit
Insurance Corporation or any other governmental agency of the United States, (3) any compensation scheme of the Commonwealth of Australia or the United States, or (4) any
other jurisdiction or party government or any governmental agency of any other jurisdiction.
Per 2.000%
Total for 2.000%
Per 2.650%
Total for 2.650%
Per Floating
Total for Floating


Note

Notes

Note

Notes
Rate Note
Rate Notes

Public Offering
Price(1)
99.983%US$ 749,872,500
99.956%US$ 749,670,000 100.000%US$ 750,000,000
Underwriting
Discounts(2)
0.150%US$
1,125,000
0.350%US$
2,625,000
0.150%US$
1,125,000
Proceeds to
99.833%US$ 748,747,500
99.606%US$ 747,045,000
99.850%US$ 748,875,000
Westpac
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(before
expenses)
(1)
Plus accrued interest from January 16, 2020 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
(Conflicts of Interest)" on page S-33 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 S.A., on or about January 16, 2020.
Joint Book-Running Managers
Citigroup
HSBC
J.P.

RBC Capital
TD

Westpac Banking Corporation
Morgan
Markets
Securities
January 9, 2020
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Page

PROSPECTUS SUPPLEMENT


PRESENTATION OF INFORMATION
S-iv
FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-10
USE OF PROCEEDS
S-18
CAPITALIZATION
S-19
DESCRIPTION OF THE NOTES
S-20
TAXATION
S-32
UNDERWRITING (CONFLICTS OF INTEREST)
S-33
WHERE YOU CAN FIND MORE INFORMATION
S-40
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-40
CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-41
VALIDITY OF SECURITIES
S-41
EXPERTS
S-42
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S

LIABILITY
S-43
EXPENSES
S-44

PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WESTPAC BANKING CORPORATION

4
USE OF PROCEEDS

6
DESCRIPTION OF THE SENIOR DEBT SECURITIES

7
TAXATION

21
PLAN OF DISTRIBUTION

32
WHERE YOU CAN FIND MORE INFORMATION

34
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

34
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

35
CURRENCY OF PRESENTATION AND EXCHANGE RATES

35
VALIDITY OF SECURITIES

36
EXPERTS

36
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S

LIABILITY

36
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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 Regulation
(as defined below). The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 ("IDD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes
in any Member State of the EEA will only be made to a legal entity which is a qualified investor under the Prospectus Regulation
("Qualified Investors"). Accordingly any person making or intending to make an offer in that Member State of notes which are the subject
of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so with respect to Qualified
Investors. Neither Westpac nor the underwriters have authorized, nor do they authorize, the making of any offer of notes other than to
Qualified Investors in the EEA. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the
issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended, which we refer to as the FSMA. Accordingly,
such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, which we refer to as the Financial Promotion Order), or within Article 49(2)(a) to (d) of
the Financial Promotion Order, or to
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any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being
referred to in this paragraph as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any
investment or investment activity to which this prospectus supplement and the accompanying prospectus relate will be engaged in only
with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement or the accompanying prospectus or any of their contents.
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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 Senior 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.
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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", "aim" 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 this prospectus supplement, our 2019 Form 20-F and the other
documents incorporated by reference in this prospectus supplement or the accompanying prospectus. Those factors include, but are not
limited to:
·
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 and other actions, inquiries, litigation, fines, penalties, restrictions or other regulator imposed
conditions, including as a result of our actual or alleged failure to comply with laws (such as financial crime laws),
regulations or regulatory policy;
·
internal and external events which may adversely impact our reputation;
·
information security breaches, including cyberattacks;
·
reliability and security of our technology and risks associated with changes to technology systems;
·
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;
·
an increase in defaults in credit exposures because of a deterioration in economic conditions;
·
the conduct, behavior or practices of us or our staff;
·
changes to our credit ratings or the methodology used by credit rating agencies;
·
levels of inflation, interest rates, (including low or negative 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 other
countries (including as a result of tariffs and protectionist trade measures) in which we or our customers or counterparties
conduct our or their operations and our ability to maintain or to increase market share, margins and fees, and control
expenses;
·
the effects of competition, including from established providers of financial services and from non-financial services
entities, in the geographic and business areas in which we conduct our operations;
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·
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 internal processes, systems and employees;
·
the incidence or severity of Westpac-insured events;
·
the occurrence of environmental change (including as a result of climate change) or external events in countries in which
we or our customers or counterparties conduct our or their operations;
·
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;
·
the success of strategic decisions involving diversification or innovation, in addition to business expansion activity,
business acquisitions and the integration of new businesses;
·
our ability to incur additional indebtedness and any limitations contained in the agreements governing such indebtedness;
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.
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