Obligation WestPac Bank 4.625% ( US961214AH63 ) en USD

WestPac Bank

100 % ⇌

Australie

US961214AH63 ( en USD )

4.625% par an ( paiement semestriel )

31/05/2018 - Obligation échue

Prospectus brochure de l'obligation Westpac Banking US961214AH63 en USD 4.625%, échue

1 000 USD

394 000 000 USD

961214AH6

NR

NR

Westpac Banking Corporation est une grande banque australienne offrant une gamme de services financiers aux particuliers, aux entreprises et aux institutions, incluant les services bancaires, les prêts, les investissements et la gestion de patrimoine.

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214AH63, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2018

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214AH63, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214AH63, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant Rule 424(b)(2)
Registration No. 333-010546
Prospectus supplement
(To prospectus dated July 8, 1999)
$350,000,000

ABN 33 007 457 141
4.625% Subordinated Notes due 2018
Interest payable June 1 and December 1
Issue price: 99.399%
We are offering $350,000,000 aggregate principal amount of our 4.625% subordinated notes due June 1, 2018.
We will pay interest on these subordinated notes semi-annually on June 1 and December 1 of each year,
beginning on December 1, 2003. The subordinated notes will mature on June 1, 2018. We may redeem all, but
not less than all, of the subordinated notes if particular events occur involving, among other things, Australian
taxation, as described under "Description of the Subordinated Notes-Redemption for Taxation Reasons."
The subordinated notes will be subordinated in right of payment to the claims of our higher-ranked creditors, as
described under "Description of the Subordinated Notes--Subordination" in this prospectus supplement. The
subordinated notes will be issued only in registered form in denominations of US$1,000.
The subordinated notes are not deposit liabilities of Westpac in Australia or New Zealand for the purposes of
Section 13A of the Banking Act 1959 of Australia or of Section 23 of the Westpac Banking Corporation Act
1982 of New Zealand, and are not insured by the United States Federal Deposit Insurance Corporation or any
other governmental agency in either the United States or Australia.
Neither the United States Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Underwriting

Price to Public1

Proceeds to Us
Discounts
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Per Note

99.399%

.750%

98.649%
Total

$
347,896,500
$
2,625,000
$
345,271,500
(1)
Plus accrued interest from May 21, 2003, if settlement occurs after that date.
It is expected that delivery of the subordinated notes will be made in book-entry form through The Depository
Trust Company and its participants, including the Euroclear System and Clearstream Banking, société anonyme,
on or about May 21, 2003.
JPMorgan
Deutsche Bank Securities
HSBC
May 16, 2003
Table of contents
Prospectus supplement
Page

Statement Regarding Forward-Looking Statements

S-3
Where You Can Find More Information

S-4
Westpac Banking Corporation

S-5
The Offering

S-6
Use of Proceeds

S-7
Ratio of Earnings to Fixed Charges

S-7
Selected Consolidated Financial Information

S-8
Capitalization and Capital Adequacy

S-11
Description of the Subordinated Notes

S-13
Underwriting

S-22
Taxation

S-24
Australian Exchange Control Restrictions

S-27
Legal Opinions

S-28
Experts

S-28
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Independent Accountants

S-28
Prospectus
Page

Westpac Banking Corporation

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
The Debt Securities We May Offer

3
Description of the Debt Securities

3
Taxation

16
Plan of Distribution

19
Where You Can Find More Information

20
Incorporation of Information We File with the SEC

20
Enforceability of Certain Civil Liabilities

21
Currency of Presentation and Exchange Rates

21
Validity of Debt Securities

22
Experts

22
In this prospectus supplement, references to "Westpac," "we," "us" and "our" are to Westpac Banking
Corporation.
If you want to find out more information about us, please see the sections in this prospectus supplement and the
accompanying prospectus entitled "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC."
The distribution of this prospectus supplement and the accompanying prospectus and the offer or sale of the
subordinated notes may be restricted in particular jurisdictions. You should inform yourself about and observe
any applicable restrictions. 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 subordinated notes by
anyone in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make the offer or
solicitation. For a description of particular restrictions on offers and sales of the subordinated notes and the
distribution of this prospectus supplement and the accompanying prospectus, see "Underwriting" below.
This prospectus supplement must be read in conjunction with the accompanying prospectus. This prospectus
supplement may add, update or change information in the accompanying prospectus. In addition, the information
incorporated by reference in the accompanying prospectus may have added, updated or changed information in
the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information
in the accompanying prospectus (or any information incorporated therein by reference), this prospectus
supplement will apply and will supersede such information in the accompanying prospectus.
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You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. Westpac has not authorized anyone to make any representation in connection
with the subordinated notes or to provide you with information that differs from that contained in this prospectus
supplement and the accompanying prospectus. You should not assume that the information contained in this
prospectus supplement and the accompanying prospectus, and the information incorporated by reference, is
accurate as of any date other than the date of this prospectus supplement and date of the accompanying
prospectus, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or
any sales of the subordinated notes.
In this prospectus supplement and the accompanying prospectus, references to "A$" are to Australian dollars and
references to "$" and "US$" are to United States dollars.
Statement regarding forward-looking statements
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference
contain "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to us, including our business operations, strategy, financial
performance and condition. These statements appear under the heading "Operational and financial review and
prospects" and elsewhere in our Annual Report on Form 20-F for the year ended September 30, 2002 and in our
profit announcement, which is attached as an exhibit to our Form 6-K, dated May 15, 2003, that includes our
results for the six months ended March 31, 2003, each incorporated in this prospectus supplement by reference.
Forward-looking statements can generally be identified by the use of forward-looking words such as "may,"
"will," "expect," "intend," "plan," "estimate," "anticipate," "believe," "continue" or other similar words. We have
based these forward-looking statements on our current expectations and projections about future events. These
forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from our expectations or projections described in the forward-looking statements.
The factors that could cause this to occur include, among other things, the following:
·
inflation, interest rate, exchange rate, market and monetary fluctuations;
·
the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and
government policy;
·
changes in consumer spending, saving and borrowing habits in Australia and in other countries in
which we conduct our operations;
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·
the effects of competition in the geographic and business areas in which we conduct operations;
·
the ability to increase market share and control expenses;
·
the timely development of and acceptance of new products and services and the perceived overall
value of these products and services by users;
·
technological changes;
·
demographic changes and changes in political, social and economic conditions in any of the major
markets in which we operate; and
·
various other factors beyond our control.
S-3
We are under no duty to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise after the date of this prospectus supplement.
Where you can find more information
We file reports and other information with the United States Securities and Exchange Commission (the "SEC").
See "Where You Can Find More Information" and "Incorporation of Information We File with the SEC" in the
accompanying prospectus for information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus. You may read and copy our SEC filings at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C., 20549. You may also request copies of our SEC
filings upon payment of the SEC's duplicating fee, by writing to the SEC's Public Reference Room. You may
obtain information regarding the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies
of our SEC filings and other information may also be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York. Our SEC filings are also available to the public at the SEC's web site at http://www.
sec.gov.
We have filed a registration statement with the SEC on Form F-3 under the Securities Act with respect to the
subordinated notes. For further information about us and the subordinated notes, you should refer to the
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registration statement and its exhibits. This prospectus supplement and the accompanying prospectus summarize
material provisions of agreements and other documents that we refer you to. However, because this prospectus
supplement and the accompanying prospectus may not contain all the information you may find important, you
should review the full text of these documents. We have included or incorporated by reference copies of these
documents as exhibits to the registration statement.
We incorporate by reference our Annual Report on Form 20-F for the year ended September 30, 2002, which
includes our audited consolidated financial statements for the fiscal year ended September 30, 2002 and related
notes, and our report on Form 6-K, dated May 15, 2003, which includes, among other things, our interim
financial report and our profit announcement, each for the six months ended March 31, 2003. These forms were
filed with the SEC under Section 13(a) of the Exchange Act.
S-4
Westpac Banking Corporation
We are one of the four major banking organizations in Australia and also one of the largest banks in New
Zealand. We provide a broad range of banking and financial services in these markets, including retail,
commercial and institutional banking and wealth management activities.
We were founded in 1817 and were the first bank to be established in Australia. In 1850 we were incorporated as
the Bank of New South Wales by an Act of the New South Wales Parliament. In 1982 we changed our name to
Westpac Banking Corporation. On August 23, 2002, we were registered as a public company limited by shares
under the Australian Corporations Act of 2001 (the "Corporations Act"). Our principal office is located at 60
Martin Place, Sydney, New South Wales, 2000, Australia and our telephone number is (61) (2) 9226-3311.
We have branches, affiliates and controlled entities throughout Australia, New Zealand and the Pacific region
and maintain offices in key financial centers around the world. At March 31, 2003, our market capitalization was
$27 billion. Our operations comprise four key areas of business, through which we serve approximately
7.5 million customers. These four areas of business are:
·
Business and Consumer Banking: providing retail banking and other financial services to
individuals and small to medium-size businesses in all states and territories of Australia;
·
BT Financial Group: providing investment, retirement planning and life insurance services that
enable customers to build, manage and protect personal wealth;
·
Westpac Institutional Bank: providing banking and financial services to corporate, institutional
and government customers, and also supplying products to small and medium-size businesses
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primarily in Australia and New Zealand; and
·
New Zealand Retail: providing a full range of retail, commercial and wealth management services
to customers throughout New Zealand.
S-5
The offering
Issuer
Westpac Banking Corporation
Securities Offered
$350,000,000 aggregate principal amount of 4.625%
subordinated notes due June 1, 2018.
Maturity Date
June 1, 2018.
Interest Payment
June 1 and December 1, commencing December 1, 2003. The
Dates
subordinated notes bear interest at the rate of 4.625% per year.
Denominations
$1,000 and integral multiples of $1,000
Form
Global form by DTC and its participants
Ratings
The subordinated notes have been assigned a rating of A1 by
Moody's Investors Service, Inc. and A+ by Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies,
Inc. A security rating is not a recommendation to buy, sell or
hold securities and is subject to revision or withdrawal at any
time by the assigning rating organization.
Ranking
The subordinated notes:

· are direct and unsecured obligations of Westpac;

· rank equally with all the existing and future unsecured and
subordinated debt of Westpac having a fixed maturity date,
except for certain debts as described in this prospectus
supplement;

· are junior to any unsubordinated debt of Westpac; and
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· are effectively junior to the secured debt and to all existing
and future unsecured and unsubordinated debt and other
liabilities of our subsidiaries.
Use of Proceeds
We estimate that we will receive net proceeds from this offering
of approximately $344,871,500, which we intend to use for
general corporate purposes.
Further Issues
We may create and issue further subordinated notes ranking
equally with the subordinated notes in all respects, so that the
further subordinated notes will be consolidated and form a
single series with the subordinated notes and will have the same
terms as to status, redemption or otherwise as the subordinated
notes.
S-6
Use of proceeds
We intend to use the proceeds from the sale of the subordinated notes for general corporate purposes.
Ratio of earnings to fixed charges
The following table sets forth, for the periods indicated, our ratios of earnings to fixed charges, actual and
adjusted to give effect to the issuance and sale of the subordinated notes offered hereby:
Six Months
Year ended September 30,

ended March 31,
2003
2002
2001
2000
1999
1998

Actual

1.58 1.58 1.46 1.43 1.41 1.33
As adjusted

1.57 1.57
--
--
--
--
For the purpose of calculating the ratio of earnings to fixed charges, "earnings" consist of earnings from
continuing operations before income taxes and fixed charges, excluding capitalized interest and gross up for tax-
equivalent income. "Fixed charges" consist of interest costs (including interest on deposits), the interest factor in
rentals, amortization of debt issuance costs and capitalized interest. The ratio of earnings to fixed charges has
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been prepared in accordance with Australian GAAP. The ratio of earnings to fixed charges would not be
materially different if prepared in accordance with US GAAP.
S-7
Selected consolidated financial information
We have derived the following selected consolidated financial information as of and for (i) the fiscal years ended
September 30, 2002, 2001, 2000, 1999 and 1998 from our audited consolidated financial statements and related
notes, which are included in our Annual Reports on Form 20-F for those fiscal years and (ii) the six months
ended March 31, 2003 and 2002 from our unaudited consolidated financial statements and related notes attached
as an exhibit to our Form 6-K, dated May 15, 2003, which is incorporated by reference in this prospectus
supplement. The interim results, in our management's opinion, include all adjustments necessary for a fair
presentation of our financial condition and results of operation. You should read this information together with
"Operational and financial review and prospects" and the audited consolidated financial statements and the
related notes included in our Annual Report on Form 20-F for the year ended September 30, 2002 and the
unaudited consolidated financial statements and related notes included in our Form 6-K, dated May 15, 2003.
Our financial statements have been prepared in accordance with the accounting policies described in note 1 to the
financial statements, being in accordance with Australian GAAP. Australian GAAP varies in certain respects
from US GAAP. For an explanation of these variances, see note 45 to the financial statements included in our
Annual Report on Form 20-F for the year ended September 30, 2002.
In addition, there were the following variances between Australian GAAP and US GAAP during the half year
ended March 31, 2003. We issued Westpac Fixed Income Resettable Securities (FIRsTS) in December 2002 and
raised $655 million net of issue costs. Under Australian GAAP, the FIRsTS are classified as equity in Westpac,
and as such, have not been classified as outside equity interest or as debt. Under US GAAP, the FIRsTS would be
classified as debt in the statement of financial position, and distributions and amortization of issue costs would be
treated as interest expense. In addition, retention payments are required to be paid to certain former employees of
recently acquired entities. Under Australian GAAP, retention payments have been provided for and have been
treated as a fair value adjustment in determining the carrying value of acquired goodwill. Under US GAAP,
retention payments are required to be recognized as an expense over the period of service provided by the
employees.
US$1
A$
A$
US$1
A$
A$
A$
A$
A$

Six months ended March 31,
Year ended September 30,

2003
2003
2002
2002
2002
2001
2000
1999
1998

Unaudited Unaudited Unaudited Unaudited

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(in millions unless otherwise stated)

CONSOLIDATED INCOME
STATEMENT DATA

Interest income

2,947
4,875
4,604
5,573
9,220
10,258
9,390
7,876
8,647
Tax equivalent gross up2

59
98
67
84
139
149
169
127
128

Interest income (including gross
up)

3,006
4,973
4,671
5,657
9,359
10,407
9,559
8,003
8,775
Interest expense

(1,673)
(2,767)
(2,511)
(3,067)
(5,074)
(6,207)
(5,721)
(4,400)
(5,155)

Net interest income (including
gross up)

1,333
2,206
2,160
2,590
4,285
4,200
3,838
3,603
3,620
Non-interest income

864
1,429
1,362
1,800
2,978
2,537
2,414
2,155
2,003

Net Operating income (including
gross up)

2,197
3,635
3,522
4,390
7,263
6,737
6,252
5,758
5,623
Bad and Doubtful Debts

(129)
(214)
(271)
(279)
(461)
(433)
(202)
(171)
(168)

Operating income after charge for
bad and doubtful debts (including
gross up)

2,068
3,421
3,251
4,111
6,802
6,304
6,050
5,587
5,455
Non-interest expenses

(1,170)
(1,935)
(1,788)
(2,415)
(3,995)
(3,570)
(3,503)
(3,434)
(3,392)

Profit from ordinary activities
before income tax and abnormal
items (including gross up)

898
1,486
1,463
1,696
2,807
2,734
2,547
2,153
2,063
Tax equivalent gross up2

(59)
(98)
(67)
(84)
(139)
(149)
(169)
(127)
(128)

Profit from ordinary activities
before income tax and abnormal
items (excluding gross up)

839
1,388
1,396
1,613
2,668
2,585
2,378
2,026
1,935
Income tax expense

(201)
(333)
(376)
(285)
(471)
(677)
(660)
(567)
(589)

Net profit

638
1,055
1,020
1,328
2,197
1,908
1,718
1,459
1,346
Abnormal items (net of tax)3

--
--
--
--
--
--
--
--
(70)

S-8
Outside equity interests in
operating profit after income tax
(2)
(4)
(2)
(3)
(5)
(5)
(3)
(3)
(4)

Operating profit attributable to
equity holders

636
1,051
1,018
1,325
2,192
1,903
1,715
1,456
1,272

EARNINGS RATIOS

Average fully paid ordinary
shares outstanding

1,815
1,815
1,812
1,812
1,812
1,801
1,883
1,881
1,879
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