Obligation WestPac Bank 4.875% ( US961214BK83 ) en USD

WestPac Bank

100 % ⇌

Australie

US961214BK83 ( en USD )

4.875% par an ( paiement semestriel )

19/11/2019 - Obligation échue

Prospectus brochure de l'obligation Westpac Banking US961214BK83 en USD 4.875%, échue

2 000 USD

2 000 000 000 USD

961214BK8

N/A

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 US961214BK83, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/11/2019

Page 1 of 72
424B2 1 a2195191z424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157381
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 16, 2009)
US$4,000,000,000
LOGO

Westpac Banking Corporation
(ABN 33 007 457 141)
US$2,000,000,000 2.25% Notes due November 19, 2012
US$2,000,000,000 4.875% Notes due November 19, 2019
We are offering US$2,000,000,000 aggregate principal amount of our 2.25% notes due November 19, 2012, which we refer to as
the 2012 notes, and US$2,000,000,000 aggregate principal amount of our 4.875% notes due November 19, 2019, which we refer to as
the 2019 notes, and together with the 2012 notes, as the notes. We will pay interest on the 2012 notes at a rate of 2.25% per year and
on the 2019 notes at a rate of 4.875% per year. Interest on the notes will be payable semi-annually in arrears on May 19 and
November 19 of each year, beginning on May 19, 2010. The 2012 notes will mature on November 19, 2012 and the 2019 notes will
mature on November 19, 2019. We may redeem all, but not less than all, of each of the 2012 notes and the 2019 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 (including those in respect of our deposit liabilities in Australia as well as certain obligations to the Australian
Prudential Regulation Authority, which we refer to as APRA), equally with all of our other unsecured and unsubordinated obligations
from time to time outstanding. The 2012 notes and the 2019 notes will each constitute a separate series of senior Debt Securities
described in the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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-ii and "Risk Factors" on page S-6 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, 2009 filed with the Securities
and Exchange Commission on November 13, 2009, which we refer to as the 2009 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 for the purpose of the Banking Act 1959 of Australia 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.
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Per 2012 Note
Total for 2012 Notes
Per 2019 Note Total for 2019 Notes
Public Offering Price
99.916% US$1,998,320,000
99.929% US$1,998,580,000
Underwriting Discount(1)
0.250% US$
5,000,000
0.450%
US$
9,000,000
Proceeds to Westpac (before expenses)
99.666% US$1,993,320,000
99.479% US$1,989,580,000
(1)
See "Underwriting" on page S-17 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
November 19, 2009.

Joint Book-Running Managers
BofA Merrill Lynch
Citi
Deutsche Bank Securities

November 16, 2009
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PRESENTATION OF INFORMATION
S-ii
FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
RATIO OF EARNINGS TO FIXED CHARGES
S-8
CAPITALIZATION
S-9
DESCRIPTION OF THE NOTES
S-10
TAXATION
S-16
UNDERWRITING
S-17
WHERE YOU CAN FIND MORE INFORMATION
S-22
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-22
CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-23
VALIDITY OF SECURITIES
S-23
EXPENSES
S-23
PROSPECTUS

ABOUT THIS PROSPECTUS
ii
FORWARD-LOOKING STATEMENTS
ii
WESTPAC BANKING CORPORATION
1
USE OF PROCEEDS
3
DESCRIPTION OF THE DEBT SECURITIES
4
TAXATION
20
PLAN OF DISTRIBUTION
29
WHERE YOU CAN FIND MORE INFORMATION
31
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
31
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA
32
CURRENCY OF PRESENTATION AND EXCHANGE RATES
32
VALIDITY OF SECURITIES
33
EXPERTS
33
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S LIABILITY
33
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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.

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 into 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 into 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 "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 "dollar amounts", "$", or "A$" are to Australian dollars, references to "US$", "USD" or
"US dollars" are to United States dollars and references to "NZ$", "NZD" or "NZ dollars" are to New Zealand dollars.

FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference herein and therein are "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 include statements
regarding our intent, belief or current expectations with respect to our business and operations, market conditions and results of
operations and financial condition. We use words such as "will", "may",
S-ii
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"expect", "intend", "seek", "would", "should", "could", "continue", "plan", "estimate", "anticipate", "believe", "probability", "risk" or
other similar words to identify forward-looking statements. These forward-looking statements are subject to change and uncertainty
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
management's expectations or that the effect of future developments on us will be those anticipated by management. Actual results
could differ materially from those we expect, depending on the outcome of various factors, including, but not limited to, those set
forth in our 2009 Form 20-F and the other documents incorporated by reference in this prospectus supplement or the accompanying
prospectus. These factors include:
·
impacts of the global financial crisis, including adverse conditions in funding, equity and asset markets;

·
our ability to successfully complete the integration of St.George Bank Limited into Westpac's operations, including our
ability to realize anticipated synergies and the costs of achieving those synergies;

·
changes to our credit ratings;

·
inflation, interest rate, exchange rate, market and monetary fluctuations;

·
market liquidity and investor confidence;

·
the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy,
particularly changes to liquidity and capital requirements arising from the global financial crisis;

·
changes in consumer spending, saving and borrowing habits in Australia, New Zealand and in other countries in which
we conduct our operations;

·
the effects of competition in the geographic and business areas in which we conduct our operations;

·
the ability to maintain or 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 or economic conditions in any of the major markets in which we
operate;

·
stability of Australian and international financial systems and disruptions to financial markets and any losses we may
experience as a result;

·
our ability to complete, integrate or process acquisitions and dispositions;

·
our ability to incur additional indebtedness and any limitations contained in the agreements governing such additional
indebtedness; and

·
various other factors beyond our control.
All forward looking statements speak only as of the date made, and we undertake no obligation to update our forward looking
statements for any reason, whether as a result of new information, future events or otherwise.
S-iii
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SUMMARY
Westpac Banking Corporation
We are one of the four major banking organizations in Australia and, through our New Zealand operations, we are also one of the
largest banking organizations in New Zealand. We provide a broad range of banking and financial services in these markets, including
retail, business and institutional banking and wealth management services.
We 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. 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.
We have branches, affiliates and controlled entities throughout Australia, New Zealand and the near Pacific region and maintain
offices in some of the key financial centers around the world. On December 1, 2008, we merged with St.George Bank Limited, which
we refer to as St.George and which at the time was the fifth largest bank in Australia based on market capitalization. As at
September 30, 2009, we had total assets of A$589.6 billion. Our market capitalization as of November 13, 2009 was approximately
A$76.0 billion.
We have five key customer-facing business divisions. These businesses are Westpac Retail and Business Banking, St.George
Bank, BT Financial Group (Australia), Westpac Institutional Bank and New Zealand Banking.
·
Westpac Retail and Business Banking, which we refer to as WRBB, is responsible for sales, marketing, and customer
service for all consumer and small-to-medium enterprise customers within Australia under the Westpac and RAMS
brands. WRBB offers a broad range of financial products, including savings and transaction accounts, demand and term
deposits, credit cards, personal and housing loans, and business specific working capital, transactional, cash flow and
trade finance facilities. RAMS Home Loans is a home loan franchise distribution business. Consumer activities are
conducted through WRBB's nationwide network of branches (including in-store branches), RAMS franchise outlets,
home finance managers, specialized consumer relationship managers, call centers, automatic teller machines, which we
refer to as ATMs, and internet and telephone channels. For business customers, these activities are conducted by
specialized business relationship managers, with the support of cash flow, financial markets and wealth specialists, via
the branch network, business banking centers and internet and telephone channels. WRBB also includes the
management of our third party consumer and business relationships, and the operation of the RAMS franchise
distribution business.

·
St.George Bank is responsible for sales, marketing and customer service for our consumer, business and corporate
customers in Australia under the St.George and BankSA brands. Consumer activities are conducted through a network
of branches, third party distributors, call centers, ATMs, EFTPOS terminals and internet banking services. Business
and corporate customers (businesses with facilities typically up to A$150 million) are provided with a wide range of
banking and financial products and services, including specialist advice for cash flow finance, trade finance,
automotive and equipment finance, property finance, transaction banking and treasury services. Sales and service
activities for business and corporate customers are conducted by relationship managers via business banking centers,
internet and telephone banking channels.

·
BT Financial Group (Australia), which we refer to as BTFG, is Westpac's wealth management business. As a result of
the merger with St.George, our wealth management business now also
S-1
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includes operations under the Asgard, Advance, Licensee Select, Magnitude, BankSA and Securitor brands. BTFG
designs, manufactures and distributes financial products that are designed to help our customers achieve their financial
goals by administering, managing and protecting their assets. Funds Management operations include the manufacturing
and distribution of investment, superannuation and retirement products, investment platforms such as Wrap and Master
Trusts and private banking and financial planning. Insurance solutions cover the manufacturing and distribution of life,
general, lenders mortgage and deposit bonds insurance.
·
Westpac Institutional Bank, which we refer to as WIB, delivers a broad range of financial services to commercial,
corporate, institutional and government customers either based in, or with interests in, Australia and New Zealand.
WIB operates through dedicated sales industry teams, supported by specialist knowledge in financial and debt capital
markets, transactional banking, margin lending, broking and alternative investment solutions. Customers are supported
through Westpac branches and subsidiaries located in Australia, New Zealand, New York, London and Asia. WIB also
includes the Premium Business Group which was transferred from WRBB during the 2009 financial year.

·
New Zealand Banking is responsible for sales and service of banking, wealth and insurance products for consumers and
small to medium business customers in New Zealand. The division operates via an extensive network of branches and
ATMs across both the North and South Islands. Banking products are provided under the Westpac brand while wealth
and insurance products are provided by Westpac Life New Zealand and BT New Zealand. We conduct our New
Zealand banking business through two banks in New Zealand: consumer and business banking operations are provided
by Westpac New Zealand Limited, which is incorporated in New Zealand, and institutional customers are supported by
Westpac Banking Corporation (NZ Division), a branch of Westpac, which is incorporated in Australia and forms part
of WIB.
Other business divisions include:
·
Pacific Banking, which provides banking services for retail and business customers throughout near South Pacific
Island Nations;

·
Group Treasury, which is primarily focused on the management of our interest rate risk and funding requirements;

·
Product and Operations, which is responsible for consumer and business product development and operations;

·
Technology, which is responsible for developing and maintaining reliable and flexible technology capabilities and
technology strategies; and

·
Core Support, which comprises those functions performed centrally including finance, risk, legal and human resources.
S-2
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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 Debt Securities" in the accompanying
prospectus.
Issuer
Westpac
Banking
Corporation.

Notes Offered
US$2,000,000,000 aggregate principal amount of 2.25% notes due
November 19, 2012.

US$2,000,000,000 aggregate principal amount of 4.875% notes due
November 19, 2019.

Maturity Date
The 2012 notes will mature on November 19, 2012 and the 2019 notes will
mature on November 19, 2019.

Interest Rate
2.25% per year in the case of the 2012 notes and 4.875% per year in the case of
the 2019 notes.

Interest Payment Dates
May 19 and November 19 of each year, beginning May 19, 2010. Any payment
of principal, premium or interest 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.

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 (including those in respect of our deposit liabilities in Australia as well as
certain obligations to APRA), equally with all of our other unsecured and
unsubordinated obligations from time to time outstanding. The notes will rank
senior to our subordinated obligations, including any subordinated debt
securities.

Redemption for Taxation Reasons
Subject to certain limitations, the indenture provides that we will have the right
to redeem each of the 2012 notes and the 2019 notes in whole, but not in part, at
any time within 90 days following the occurrence of a tax event, as defined 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 2012 notes or the 2019 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$3,982,673,400. 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.
S-3
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Form of Note

Notes, in global form, which we refer to as global notes, 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 (as successor to the Chase Manhattan Bank),
which we refer to as the trustee.

Summary Financial Information
We have derived the following summary financial information as of, and for the financial years ended, September 30, 2009, 2008
and 2007 from our audited consolidated financial statements and related notes which have been prepared in accordance with
Australian Equivalents to International Financial Reporting Standards, which we refer to as A-IFRS, and International Financial
Reporting Standards as issued by the International Accounting Standards Board.
You should read this information together with "Operating and financial review and prospects" and our audited consolidated
financial statements and the accompanying notes included in our 2009 Form 20-F which is incorporated by reference in this
prospectus supplement.
As of and for the financial year

ended September 30,

2009(1)
2009

2008(2)
2007(2)
(in US$

millions)
(in A$ millions)

(Unaudited)

Income statement

Net interest income
10,276
11,646 7,222
6,313
Non-interest income
4,288
4,859 4,383
4,006

Net operating income before operating expenses and impairment charges
14,564
16,505 11,605
10,319
Operating expenses
(6,328)
(7,171) (5,455)
(4,689)
Impairment charges
(2,857)
(3,238) (931)
(482)

Profit from ordinary activities before income tax expense
5,379
6,096 5,219
5,148
Income tax expense
(2,276)
(2,579) (1,287)
(1,630)
Net profit attributable to minority interests
(63)
(71) (73)
(67)

Net profit attributable to equity holders
3,041
3,446 3,859
3,451

Balance sheet

Loans
408,956
463,459
313,545
275,377
Other assets
111,296
126,128
126,131
102,243

Total assets
520,252
589,587
439,676
377,620

Deposits
290,712
329,456
233,730
202,054
Debt issues and acceptances
117,380
133,024
100,369
87,126
Loan capital
9,828
11,138 8,718
7,704
Other liabilities
70,061
79,398 77,388
62,828

Total liabilities
487,981
553,016
420,205
359,712

Shareholders' equity and minority interest
32,270
36,571 19,471
17,908

S-4
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