Bond WestPac Corp 2.65% ( US961214EL30 ) in USD

Issuer WestPac Corp
Market price refresh price now   94.9557 %  ▲ 
Country  Australia
ISIN code  US961214EL30 ( in USD )
Interest rate 2.65% per year ( payment 2 times a year)
Maturity 15/01/2030



Prospectus brochure of the bond Westpac Banking Corp US961214EL30 en USD 2.65%, maturity 15/01/2030


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 961214EL3
Standard & Poor's ( S&P ) rating AA- ( High grade - Investment-grade )
Moody's rating Aa2 ( High grade - Investment-grade )
Next Coupon 16/07/2026 ( In 157 days )
Detailed description Westpac Banking Corp is one of Australia's "Big Four" banks, offering a wide range of financial products and services to personal and business customers domestically and internationally.

Westpac Banking Corp issued a USD 750,000,000 bond (CUSIP: 961214EL3, ISIN: US961214EL30) maturing January 15, 2030, currently trading at 90.229% of par value with a 2.65% coupon rate, paying semi-annually, rated AA- by S&P and Aa2 by Moody's, and having a minimum trading size of 2,000.







424B5 1 a2240445z424b5.htm 424B5
Table of Contents
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.
Table of Contents
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
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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
Westpac
(before
expenses)

99.833%US$ 748,747,500
99.606%US$
747,045,000
99.850%US$
748,875,000
(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
TABLE OF CONTENTS


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

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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
S-i
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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
S-ii
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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.
S-iii
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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.
S-iv
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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;
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·
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;
S-v
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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.
S-vi
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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 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 in 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 (+61) 2 9155 7713
and our international telephone number is (+61) 2 9155 7700.
As at September 30, 2019, we had total assets of A$907 billion. Our market capitalization as of January 7, 2020 was approximately A$88.9 billion.
Our business is focused in Australia and New Zealand, operating under multiple brands. The Group operates through an extensive branch and
ATM network, significant online capability, and call centers supported by specialist relationship and product managers. Our operations comprise the
following key divisions:
·
Consumer is responsible for sales and service to consumer customers in Australia. Consumer is also responsible for the Group's
insurance business which covers the manufacture and distribution of life, general and lenders mortgage insurances. The division also uses
a third party to manufacture certain general insurance products. Banking products are provided under the Westpac, St.George, BankSA,
Bank of Melbourne, and RAMS brands, while insurance products are provided under Westpac and BT brands. Consumer works with
Business and Westpac Institutional Bank, which we refer to as WIB, in the sales, service, and referral of certain financial services and
products including superannuation, platforms, auto lending and foreign exchange. The revenue from these products is mostly retained by
the product originators.
·
Business provides business banking and wealth facilities and products for customers across Australia. Business is responsible for
manufacturing and distributing facilities to small to medium enterprise, which we refer to as SME, and Commercial business customers
(including Agribusiness) generally for up to A$150 million in exposure. SME customers include relationship managed and non-
relationship managed SME customers (generally between A$100,000-A$250,000 facilities). The division offers a wide range of banking
products and services to support their borrowing, payments and transaction needs. In addition, specialist services are provided for cash
flow finance, trade finance, automotive and equipment finance and property finance. The division is also responsible for Private Wealth
and the manufacture and distribution of investments (including margin lending and equities broking), superannuation and retirement
products as well as wealth administration platforms. Business operates under the Westpac, St.George, BankSA, Bank of Melbourne, and
BT brands. Business works with
S-1
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Consumer and WIB in the sale, referral and service of select financial services and risk management products (including corporate
superannuation, foreign exchange and interest rate hedging). The revenue from these products is mostly retained by the product
originators.
·
WIB delivers a broad range of financial products and services to commercial, corporate, institutional and government customers
operating in, or with connections to Australia and New Zealand. WIB operates through dedicated industry relationship and specialist
product teams, with expert knowledge in transactional banking, and financial and debt capital markets. Customers are supported
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throughout Australia and via branches and subsidiaries located in New Zealand, the US, UK and Asia. WIB is also responsible for
Westpac Pacific, providing a full range of banking services in Fiji and PNG. WIB works with all the Group's divisions in the provision
of markets related financial needs, including foreign exchange and fixed interest solutions.
·
Westpac New Zealand is responsible for sales and service of banking, wealth and insurance products for consumer, business and
institutional customers in New Zealand. Westpac conducts its New Zealand banking business through two banks: Westpac New Zealand
Limited, which is incorporated in New Zealand, and Westpac Banking Corporation (New Zealand Branch), which is incorporated in
Australia. Westpac New Zealand 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 brand while insurance and wealth products are provided under Westpac Life and BT brands, respectively. New
Zealand also maintains its own infrastructure, including technology, operations and treasury.
·
Group Businesses include:
·
Treasury, which is responsible for the management of the Group's balance sheet including wholesale funding, capital and the
management of liquidity. Treasury also manages the interest rate risk and foreign exchange risks inherent in the balance sheet,
including managing the mismatch between Group assets and liabilities. Treasury's earnings are primarily sourced from managing
the Group's balance sheet and interest rate risk (excluding Westpac New Zealand) within set risk limits;
·
Group Technology, which is responsible for technology strategy and architecture, infrastructure and operations, applications
development and business integration in Australia;
·
Core Support, which comprises functions performed centrally, including Australian banking operations, property services,
strategy, finance, risk, compliance, legal, human resources, and customer and corporate relations; and
·
Following the Group's decision to restructure its wealth operations and exit its Advice business in March 2019, the residual
Advice operations (including associated remediation) and certain support functions of BTFG Australia have been transferred to
Group Businesses.
Group Technology costs are fully allocated to other divisions in the Group. Core Support costs are partially allocated to other divisions, while
Group Head Office costs are retained in Group Businesses. Group Businesses also includes earnings on capital not allocated to divisions, certain intra-
group transactions that facilitate the presentation of the performance of the Group's divisions, gains/losses from most asset sales, earnings and costs
associated with the Group's Fintech investments, and certain other head office items such as centrally raised provisions.
S-2
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Recent Developments
AUSTRAC civil proceedings
On November 20, 2019, AUSTRAC filed a Statement of Claim and commenced civil proceedings against Westpac in relation to an alleged
23 million contraventions since 2011 of its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act, which we refer to as
the AML/CTF Act. Under the AML/CTF Act, the maximum penalty per contravention varies from $17 million to $21 million, depending on when
during the relevant period it occurred. AUSTRAC claims that the alleged contraventions are the result of systemic failures in Westpac's control
environment, indifference by senior management, and inadequate oversight by its Board. The proceedings relate to non-reporting of 19.5 million
International Funds Transfer Instructions, which we refer to as IFTIs, and additionally, alleged failings in relation to record keeping and the passing on
to AUSTRAC of certain data required in IFTIs, failure to comply with correspondent banking obligations (including with respect to correspondent
banks that disclose higher money laundering and financing of terrorism risks, such as themselves having correspondent banking relationships with high
risk or sanctioned countries), AML/CTF Program failures and contraventions of our ongoing customer due diligence obligations in relation to 12
customers who were allegedly not monitored with a view to identifying, mitigating and managing child exploitation risks. See "Risk Factors--Risks
relating to our business--Our failure to comply with obligations pertaining to the prevention of financial crime, including the alleged failures subject to
the AUSTRAC civil proceedings initiated in November 2019, could have a material adverse effect on our business and reputation".
On December 9, 2019, the parties appeared in the Federal Court for a case management hearing in relation to the proceedings. The parties jointly
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told the Court that discussions regarding a Statement of Agreed Facts had commenced, and the Court adjourned the matter to be listed for a case
management hearing on March 2, 2020. Westpac is determined to resolve this matter with AUSTRAC and urgently fix its issues around financial crime
compliance.
AUSTRAC response plan
On November 24, 2019, Westpac released a Response Plan in relation to the issues raised by AUSTRAC in its Statement of Claim. The Response
Plan included a comprehensive set of actions across three areas:
·
Immediate fixes, including closing the LitePay product, which was a technology platform that facilitated low value international
payments, and the closing of the relevant Westpac Australasian Cash Management Product which was the technology platform at the core
of Westpac's failing to identify and report on IFTIs to AUSTRAC;
·
Lifting our standards, including priority screening and improving cross-industry data sharing; and
·
Protecting people, including investments to reduce the human impact of financial crime.
Westpac stated that it was committed to implementing its Response Plan as a matter of urgency and that it would work constructively with
AUSTRAC throughout this process. Westpac estimates that the commitments in its Response Plan will increase expenses by $80 million (pre-tax) in its
financial year 2020 when the majority will be incurred or paid for.
On November 28, 2019 and December 20, 2019, Westpac released details of the newly appointed Westpac Board Financial Crime Committee and
the appointment of Promontory and an Accountability Review advisory panel. Promontory will provide its assurance over Westpac's assessment of
management accountability and the adequacy of Westpac's Financial Crime Program, and the Accountability Review advisory panel will provide
recommendations on Board risk governance and
S-3
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Board accountability as part of Westpac's broader response plan. Westpac will make the recommendations of the Accountability Review advisory
panel's review public.
On December 9, 2019, Westpac also released a further update and advised that it had made a number of changes to its transaction monitoring and is
continuing to review its processes and report to AUSTRAC suspicious matters that are identified.
Executive and Board changes
On November 26, 2019, Westpac announced that following the AUSTRAC Statement of Claim, Brian Hartzer would be stepping down as CEO
with Chief Financial Officer, Peter King, taking over as acting CEO and Chief Operating Officer, Gary Thursby, acting as CFO. These changes were
effective from December 2, 2019.
In addition, Westpac also announced that Director Ewen Crouch would not seek re-election at Westpac's Annual General Meeting and that
Chairman Lindsay Maxsted was bringing forward his retirement as Chairman to the first half of 2020.
ASIC investigation
ASIC has also recently commenced an investigation concerning possible breaches of legislation it administers arising from AUSTRAC's actions in
relation to Westpac. Given it is in its early stages, it is unclear on the nature of any enforcement action that may be taken by ASIC, if any. For a
description of ASIC's powers, see "Risk factors--Our businesses are highly regulated and we have been or could be adversely affected by failing to
comply with laws, regulations or regulatory policy" in our 2019 Form 20-F.
APRA investigation and capital overlay
On December 17, 2019, APRA announced that it had formally commenced an investigation into possible breaches of the Australian Banking Act
by Westpac. APRA stated that it would focus on conduct that led to matters alleged in the AUSTRAC Statement of Claim and the actions taken to
rectify and remediate issues after they were identified, and examine whether Westpac, its directors and/or senior managers breached the Australian
Banking Act (including the Banking Executive Accountability regime), or contravened prudential standards.
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In addition, APRA announced that it would (i) impose a $500 million increase in Westpac's capital requirements to reflect the heightened
operational risk profile of Westpac and (ii) commence an extensive review program focused on Westpac's risk governance, including risk management,
accountability, remuneration, and culture. For a description of APRA's powers, see "Risk factors--Our businesses are highly regulated and we have
been or could be adversely affected by failing to comply with laws, regulations or regulatory policy" in our 2019 Form 20-F.
Westpac is committed to cooperating with APRA in all aspects of its investigation and review. The additional $500 million operational risk capital
requirement, which was implemented through an increase in risk-weighted assets, applies from December 31, 2019 and will bring the total operational
risk capital add-ons that Westpac is required to hold to $1 billion. This change is expected to reduce Westpac's Level 2 common equity tier 1 (CET1)
capital ratio by approximately 16 basis points, based on the Group's balance sheet as at September 30, 2019.
Class Action against Westpac Banking Corporation
On December 17, 2019, Westpac was served with a class action filed by Phi Finney McDonald on behalf of certain shareholders who acquired an
interest in Westpac securities between December 16, 2013 and November 19, 2019 (inclusive). The claim relates to market disclosure issues connected
to
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Westpac's monitoring of financial crime over the relevant period and matters which are the subject of the AUSTRAC civil proceedings described above.
The claim does not identify the amount of any damages sought. Westpac will be defending the claims.
Financial crime
As part of our routine procedures, we regularly detect and remediate financial crime non-compliance issues and as part of the AUSTRAC Response
Plan and other procedures we may find previously undetected issues. Some of these issues could be the subject of possible regulatory action against
Westpac and could result in significant monetary penalties. In addition to the matters specified in the Statement of Claim and the AUSTRAC Response
Plan described above, Westpac continues to progress a program of work to improve its management of financial crime risks (including Anti-Money
Laundering and Counter-Terrorism Financing (AML/CTF), sanctions, Anti-Bribery and Corruption, FATCA and Common Reporting Standards). This
work includes a review of our AML/CTF policies, the completeness of data feeding into our AML/CTF systems and our AML/CTF processes and
controls. Westpac has been regularly updating AUSTRAC on progress and continues to implement a number of improvements to its AML/CTF
Program, governance, policies, systems and controls together with related remediation work in respect of certain controls and reporting practices. These
efforts relate to enhancements to, or are in response to issues with, matters such as customer on-boarding, customer and payment screening, ongoing
customer due diligence, transaction monitoring and regulatory reporting (including in relation to IFTIs, Suspicious Matter Reports and Threshold
Transaction Reports).
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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 Senior Debt Securities" in the accompanying prospectus.
Issuer
Westpac Banking Corporation.
Notes Offered
US$750,000,000 aggregate principal amount of 2.000% notes due
January 13, 2023.
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US$750,000,000 aggregate principal amount of 2.650% notes due
January 16, 2030.
US$750,000,000 aggregate principal amount of floating rate notes due
January 13, 2023.
Maturity Date
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.
Interest Rate
We will pay interest on the 2.000% notes at a rate of 2.000% per year. We
will pay interest on the 2.650% notes at a rate of 2.650% 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 0.390%.
Interest Payment Dates
Interest on the 2.000% notes will be payable 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 below, beginning on July 13, 2020. Interest
on the 2.650% notes will be payable 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. Interest on the floating rate notes will be payable 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. 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 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.
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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 "Description of the Notes--Ranking" in this prospectus supplement. The
notes will rank senior to our subordinated obligations.
Redemption for Taxation Reasons
Subject to certain limitations, the senior indenture (as defined herein)
provides that we will have the right to redeem the 2.000% notes, the 2.650%
notes and/or the floating rate notes, in each case in whole, but not in part, as
described in the accompanying prospectus under the heading "Description of
the Senior Debt Securities--Redemption of Senior Debt Securities--
Redemption for Taxation Reasons", with respect to the notes.

If we redeem the 2.000% notes, the 2.650% notes or the floating rate notes in
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