Obligation WestPac Bank 1.6% ( US961214BZ52 ) en USD

WestPac Bank

100 % ⇌

Australie

US961214BZ52 ( en USD )

1.6% par an ( paiement semestriel )

12/01/2018 - Obligation échue

Prospectus brochure de l'obligation Westpac Banking US961214BZ52 en USD 1.6%, échue

2 000 USD

1 000 000 000 USD

961214BZ5

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 US961214BZ52, paye un coupon de 1.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/01/2018

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424B5 1 a2212380z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE

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

offering price

registration fee(1)

Senior Debt Securities

US$2,250,000,000
US$306,900

(1)
The registration fee of US$306,900 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as
amended.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-185478
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 14, 2012)
US$2,250,000,000
(ABN 33 007 457 141)
US$1,250,000,000 0.95% Notes due January 12, 2016
US$1,000,000,000 1.60% Notes due January 12, 2018
We are offering US$1,250,000,000 aggregate principal amount of our 0.95% notes due January 12, 2016, which we refer to as the
2016 notes, and US$1,000,000,000 aggregate principal amount of our 1.60% notes due January 12, 2018, which we refer to as the 2018
notes and, together with the 2016 notes, as the notes. We will pay interest on the 2016 notes at a rate of 0.95% per year and on the 2018
notes at a rate of 1.60% per year. Interest on the notes will be payable semi-annually in arrears on January 12 and July 12 of each year,
subject in each case to the business day convention set forth in this prospectus supplement, beginning on July 12, 2013. The 2016 notes will
mature on January 12, 2016 and the 2018 notes will mature on January 12, 2018. We may redeem all, but not less than all, of each of the
2016 notes and the 2018 notes if specified events occur involving Australian taxation, as described under "Description of the Debt
Securities--Redemption of Debt Securities--Redemption for Taxation Reasons" in the accompanying prospectus.
The notes will be our direct, unconditional and unsecured senior obligations and will rank, except for certain debts required to be
preferred by law, equally with all of our other unsecured and unsubordinated obligations from time to time outstanding. For a description of
debts preferred by law, see "Ranking" in the accompanying prospectus. The 2016 notes and the 2018 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-7 of this prospectus supplement, and the risk factors set
forth in our Annual Report on Form 20-F for the year ended September 30, 2012, filed with the US Securities and Exchange
Commission on November 13, 2012, which we refer to as the 2012 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 of America, the Federal Deposit Insurance Corporation or any other
governmental agency of the United States or (3) the government or any governmental agency of any other jurisdiction.

Per 2016 Note Total for 2016 Notes Per 2018 Note Total for 2018 Notes

Public Offering Price(1)

99.885% US$
1,248,562,500
99.971% US$
999,710,000
Underwriting
Discount(2)

0.100% US$
1,250,000
0.250% US$
2,500,000
Proceeds to Westpac (before expenses)(1)

99.785% US$
1,247,312,500
99.721% US$
997,210,000
(1)
Plus accrued interest from January 14, 2013 if settlement occurs after that date.
(2)
The underwriters have agreed to reimburse us for certain of our expenses relating to this offering. See "Underwriting" on page S-19 for further information.
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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 January 14, 2013.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Wells Fargo Securities
January 7, 2013
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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-7

USE OF PROCEEDS
S-10

RATIO OF EARNINGS TO FIXED CHARGES
S-10

CAPITALIZATION
S-11

DESCRIPTION OF THE NOTES
S-12

TAXATION
S-18

UNDERWRITING
S-19

WHERE YOU CAN FIND MORE INFORMATION
S-24

INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-24

CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-25

VALIDITY OF SECURITIES
S-25

EXPERTS
S-26

EXPENSES
S-26

PROSPECTUS

ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING STATEMENTS

2

WESTPAC BANKING CORPORATION

3

USE OF PROCEEDS

5

DESCRIPTION OF THE DEBT SECURITIES

6

TAXATION

22

PLAN OF DISTRIBUTION

30

WHERE YOU CAN FIND MORE INFORMATION

32

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

33

ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

34

CURRENCY OF PRESENTATION AND EXCHANGE RATES

35
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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.
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 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.
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
appear in a number of places in this prospectus supplement and the information incorporated by reference herein 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
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limitation, future loan loss provisions and financial support to certain borrowers. We use words such as "will", "may", "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 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 which we expect, depending on the outcome of various factors, including, but
not limited to, those set forth in the 2012 Form 20-F and the other documents incorporated by reference in this prospectus supplement or the
accompanying prospectus. These factors include:
·
the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy,
particularly changes to liquidity, leverage and capital requirements;
·
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;
·
changes to our credit ratings;
·
levels of inflation, interest rates, exchange rates and market and monetary fluctuations;
·
market liquidity and investor confidence;
·
changes in economic conditions, consumer spending, saving and borrowing habits in Australia, in New Zealand and in other
countries in which we or our customers or counterparties conduct our or their operations and our ability to maintain or to
increase market share and control expenses;
·
the effects of competition in the geographic and business areas in which we conduct our operations;
·
reliability and security of our technology and risks associated with changes to technology systems;
·
the timely development and acceptance of new products and services and the perceived overall value of these products and
services by customers;
·
the effectiveness of our risk management policies, including our internal processes, systems and employees;
·
the occurrence of environmental change or external events in countries in which we or our customers or counterparties
conduct our or their operations;
·
internal and external events which may adversely impact our reputation;
·
changes 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 business expansion and integration of new businesses;
·
our ability to incur additional indebtedness and the 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, and do not intend, 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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SUMMARY
This summary highlights selected information about Westpac 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, 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 following our
merger with the Commercial Bank of Australia. On August 23, 2002, we were registered as a public company limited by shares under the
Australian Corporations Act. Our principal office is located at 275 Kent Street, Sydney, New South Wales, 2000, Australia. Our telephone
number for calls within Australia is 132 032 and our international telephone number is +61 2 9293 9270.
We have branches, affiliates and controlled entities throughout Australia, New Zealand and the near Pacific region and maintain
branches and offices in some of the key financial centers around the world. As at September 30, 2012, we had total assets of
A$675.0 billion. Our market capitalization as of January 4, 2013 was approximately A$81.5 billion.
We have three key customer-facing divisions. These divisions are Australian Financial Services, Westpac Institutional Bank and
Westpac New Zealand.
·
Australian Financial Services, which we refer to as AFS, is responsible for Westpac's Australian retail banking, business
banking and wealth operations. AFS also includes the product and risk responsibilities for Australian banking. It
incorporates the operations of Westpac Retail & Business Banking, which we refer to as Westpac RBB, St.George Banking
Group, which we refer to as St.George, and BT Financial Group Australia, which we refer to as BTFG.
·
Westpac RBB is responsible for sales and service for our consumer, small to medium enterprise customers and
commercial customers (typically with turnover of up to A$100 million) in Australia under the Westpac brand.
Activities are conducted through Westpac RBB's network of branches, business banking centers and specialized
consumer and business relationship managers, with the support of cash flow, financial markets and wealth
specialists, customer service centers, automated teller machines, which we refer to as ATMs, and internet and
mobile channels.
·
St.George is responsible for sales and service for our consumer, business and corporate customers in Australia
under the St.George, BankSA, Bank of Melbourne and RAMS brands. RAMS is a financial service group
specializing in mortgages. Consumer activities are conducted through a network of branches, third party distributors
call centers, ATMs, Electronic Funds Transfer Point of Sale 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

S-1
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business and corporate customers are conducted by relationship managers via business banking centers, internet and
customer service center channels.
·
BTFG is Westpac's Australian wealth management division. BTFG's 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. BTFG's insurance solutions cover the
manufacturing and distribution of life, general and lenders mortgage insurance. BTFG's brands include Advance
Asset Management, Ascalon, Asgard, BT, BT Investment Management (64.5% owned by us and consolidated in
BTFG's Funds Management business), BT Select, Licensee Select, Magnitude, Securitor, and the advice, private
banking and insurance operations of Bank of Melbourne, BankSA, St.George and Westpac.
·
Westpac Institutional Bank, which we refer to as WIB, delivers a broad range of financial services to commercial,
corporate, institutional and government customers with connections to Australia and New Zealand. WIB operates through
dedicated industry relationship and specialist product teams, with expert knowledge in transactional banking, financial and
debt capital markets, specialized capital, and alternative investment solutions. Customers are supported through branches
and subsidiaries located in Australia, New Zealand, the United States, the United Kingdom and Asia.
·
Westpac New Zealand is responsible for the sales and service of banking, wealth and insurance products for consumers,
business and institutional customers in New Zealand. Westpac conducts its New Zealand banking business through two
banks in New Zealand: Westpac New Zealand Limited, which is incorporated in New Zealand, and Westpac Banking
Corporation (NZ Division), which is incorporated in Australia. Westpac New Zealand operates via an extensive network o
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 and WIB brands while
insurance and wealth products are provided under Westpac Life and BT brands, respectively.
Other divisions in the Group include:
·
Pacific Banking, which provides banking services for retail and business customers in seven Pacific island nations.
Branches, ATMs, telephone banking and internet channels are used to deliver business activities in Fiji, Papua New Guinea
Vanuatu, Cook Islands, Tonga, Solomon Islands and Samoa. Pacific Banking's financial products include personal savings
accounts, business transactional accounts, personal and business lending products, business services and a range of
international products;
·
Group Services, encompassing technology, banking operations, legal and property services;
·
Treasury, which is primarily focused on the management of our interest rate risk and funding requirements; and
·
Core Support, which comprises those functions performed centrally, including finance, risk and human resources.

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