Obligation WestPac Bank 3.4% ( US961214DW04 ) en USD

WestPac Bank

97.7998 % ▲

Australie

US961214DW04 ( en USD )

3.4% par an ( paiement semestriel )

25/01/2028

Prospectus brochure de l'obligation Westpac Banking US961214DW04 en USD 3.4%, échéance 25/01/2028

2 000 USD

1 000 000 000 USD

961214DW0

AA- ( Haute qualité )

Aa2 ( Haute qualité )

25/07/2025 ( Dans 48 jours )

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 US961214DW04, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/01/2028

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214DW04, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214DW04, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

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

price

fee(1)

Senior Debt Securities

US$2,500,000,000

US$311,250

(1)
The registration fee of US$311,250 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents
As Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207931
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 9, 2016)
US$2,500,000,000
Westpac Banking Corporation
(ABN 33 007 457 141)
US$1,000,000,000 2.650% Notes due January 25, 2021
US$1,000,000,000 3.400% Notes due January 25, 2028
US$500,000,000 Floating Rate Notes due January 25, 2021
We are offering US$1,000,000,000 aggregate principal amount of our 2.650% notes due January 25, 2021, which we refer to as the as the 2.650% notes, US$1,000,000,000 aggregate
principal amount of our 3.400% notes due January 25, 2028, which we refer to as the 3.400% notes, and together with the 2.650% notes, as the fixed rate notes, and US$500,000,000 aggregate
principal amount of our floating rate notes due January 25, 2021, 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
2.650% notes at a rate of 2.650% per year semi-annually in arrears on January 25 and July 25 of each year, subject in each case to the applicable business day convention set forth in this
prospectus supplement, beginning on July 25, 2018. We will pay interest on the 3.400% notes at a rate of 3.400% per year semi-annually in arrears on January 25 and July 25 of each year,
subject in each case to the applicable business day convention set forth in this prospectus supplement, beginning on July 25, 2018. 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 0.340% quarterly in arrears on January 25, April 25, July 25 and October 25 of each year, subject in each case to the
applicable business day convention set forth in this prospectus supplement, beginning on April 25, 2018. The 2.650% notes and the floating rate notes will mature on January 25, 2021. The
3.400% notes will mature on January 25, 2028. We may redeem all, but not less than all, of the 2.650% notes, the 3.400% notes and/or the floating rate notes if specified events occur
involving Australian taxation, as described under "Description of the Debt Securities--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 Debt Securities--Description of the Senior Debt
Securities--Ranking" in the accompanying prospectus. Each of the 2.650% notes, the 3.400% notes and the floating rate notes will 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-v and "Risk Factors" beginning on page S-7 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, 2017 filed with the Securities and Exchange Commission, which
we refer to as the 2017 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 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
Total for
Per
Total for
Per
Total for
2.650%
2.650%
3.400%
3.400%
Floating Rate
Floating Rate

Note

Notes

Note

Notes

Note

Notes

Public Offering Price(1)

99.931%
US$
999,310,000
99.647%
US$
996,470,000

100.000%
US$
500,000,000
Underwriting Discount(2)

0.150%
US$
1,500,000

0.350%
US$
3,500,000

0.150%
US$
750,000
Proceeds to Westpac (before
expenses)

99.781%
US$
997,810,000
99.297%
US$
992,970,000

99.850%
US$
499,250,000
(1)
Plus accrued interest from January 25, 2018 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-22 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 25, 2018.
Joint Book-Running Managers
BofA Merrill Lynch

Goldman Sachs & Co. LLC
Morgan Stanley
Westpac Banking Corporation
January 17, 2018
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

PRESENTATION OF INFORMATION
S-iv
FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES
S-13
TAXATION
S-21
UNDERWRITING (CONFLICTS OF INTEREST)
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-28
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-28
CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-29
VALIDITY OF SECURITIES
S-29
EXPERTS
S-30
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S LIABILITY
S-30
EXPENSES
S-31

PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WESTPAC BANKING CORPORATION

4
USE OF PROCEEDS

6
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DESCRIPTION OF THE DEBT SECURITIES

7
DESCRIPTION OF ORDINARY SHARES

58
TAXATION

60
PLAN OF DISTRIBUTION

77
WHERE YOU CAN FIND MORE INFORMATION

79
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

79
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

80
CURRENCY OF PRESENTATION AND EXCHANGE RATES

80
VALIDITY OF SECURITIES

81
EXPERTS

81
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S LIABILITY

81
S-i
Table of Contents
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 Directive (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 2002/92/EC ("IMD"), 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 Directive. Consequently no key information document required by Regulation (EU)
No 1286/2014 (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 which has implemented the Prospectus Directive (each, a "Relevant Member State") will only be made to a legal entity which
is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly any person making or intending to make an offer in that
Relevant 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 Directive" means Directive 2003/71/EC (as amended, including by
Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
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
S-ii
Table of Contents
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 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,
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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
Table of Contents
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 Debt Securities,
including the 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
Table of Contents
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 our 2017 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;
·
regulatory investigations, litigation, fines, penalties, restrictions or other regulator imposed conditions, including as a result of our 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;
·
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, 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 in other countries in
which we or our customers or counterparties conduct their operations and our ability to maintain or to increase market share, margins
and fees, and control expenses;
·
the effects of competition in the geographic and business areas in which we conduct our operations;
·
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;
S-v
Table of Contents
·
the incidence or severity of our 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 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 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
Table of Contents
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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 132 032 and our
international telephone number is (+61) 2 9293 9270.
As at September 30, 2017, we had total assets of A$852 billion. Our market capitalization as of January 11, 2018 was approximately
A$107 billion.
Our operations comprise the following key customer-facing business divisions operating under multiple brands serving over 13 million customers.
·
Consumer Bank, which we refer to as CB, is responsible for sales and service to consumer customers in Australia under the Westpac,
St.George, BankSA, Bank of Melbourne and RAMS brands. Activities are conducted through a dedicated team of specialist consumer
relationship managers along with our call centers and our extensive network of branches and automatic teller machines, which we refer
to as ATMs. Customers are also supported by a range of internet and mobile banking solutions. CB also works in an integrated way with
BT Financial Group (Australia), which we refer to as BTFG, and Westpac Institutional Bank, which we refer to as WIB, in the sales and
service of select financial services and products, including in wealth and foreign exchange.
·
Business Bank, which we refer to as BB, is responsible for sales and service to micro, small-to-medium enterprise and commercial
business customers in Australia for facilities up to approximately $150 million. The division operates under the Westpac, St.George,
BankSA and Bank of Melbourne brands. Customers are provided with a wide range of banking and financial 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, property finance and treasury. The division is also responsible for consumer customers with
auto finance loans. BB works in an integrated way with BTFG and WIB in the sales and service of select financial services and products,
including corporate superannuation, foreign exchange and interest rate hedging.
·
BTFG is the Australian wealth management and insurance arm of the Westpac Group, providing a broad range of associated services.
BTFG's funds management operations include the
S-1
Table of Contents
manufacturing and distribution of investment, superannuation, retirement products, wealth administration platforms, private banking,
margin lending and equities broking. BTFG's insurance business covers the manufacturing and distribution of life, general and lenders
mortgage insurance. The division also uses third parties to manufacture certain general insurance products. In managing risk across all
insurance classes, the division reinsures certain risks using external providers. BTFG operates a range of wealth, funds management and
financial advice brands (including Ascalon, which is a boutique incubator of emerging fund managers) and operates under the banking
brands of Westpac, St.George, Bank of Melbourne and BankSA for Private Wealth and Insurance.
·
WIB delivers a broad range of financial products and 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 throughout Australia as well as via branches and subsidiaries located in New Zealand, the US, UK and Asia.
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WIB is also responsible for Westpac Pacific, currently providing a range of banking services in Fiji and PNG. WIB works in an
integrated way with all the Group's divisions in the provision of more complex financial needs, including across foreign exchange and
fixed interest solutions.
·
Westpac New Zealand is responsible for 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 (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. Westpac 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
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 comprises functions for the Australian businesses, is responsible for technology strategy and
architecture, infrastructure and operations, applications development and business integration; and
·
Core Support, which comprises functions performed centrally, including Australian banking operations, property services,
strategy, finance, risk, compliance, legal and human resources.
S-2
Table of Contents

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--Description of the Senior Debt Securities" in the accompanying
prospectus.
Issuer
Westpac Banking Corporation.
Notes Offered
US$1,000,000,000 aggregate principal amount of the 2.650% notes due January 25, 2021.

US$1,000,000,000 aggregate principal amount of the 3.400% notes due January 25, 2028.

US$500,000,000 aggregate principal amount of the floating rate notes due January 25, 2021.
Maturity Date
The 2.650% notes and the floating rate notes will mature on January 25, 2021. The 3.400% notes will
mature on January 25, 2028.
Interest Rate
We will pay interest on the 2.650% notes at a rate of 2.650% per year. We will pay interest on the 3.400%
notes at a rate of 3.400% 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 0.340%.
Interest Payment Dates
Interest on the 2.650% notes will be payable semi-annually in arrears on January 25 and July 25 of each
year, subject in each case to the applicable business day convention set forth below, beginning on July 25,
2018. Interest on the 3.400% notes will be payable semi-annually in arrears on January 25 and July 25 of
each year, subject in each case to the applicable business day convention set forth below, beginning on
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July 25, 2018. Interest on the floating rate notes will be payable quarterly in arrears on January 25, April 25,
July 25 and October 25 of each year, subject in each case to the applicable business day convention set forth
below, beginning on April 25, 2018. 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.
S-3
Table of Contents
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 Debt Securities--Description of the Senior Debt Securities--Ranking" in the accompanying prospectus.
The notes will rank senior to our subordinated obligations, including any Subordinated Debt Securities
described in the accompanying prospectus.
Redemption for Taxation Reasons
Subject to certain limitations, the senior indenture (as defined herein) provides that we will have the right to
redeem the 2.650% notes, the 3.400% 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 Debt Securities--
Description of the Senior Debt Securities--Redemption of Senior Debt Securities--Redemption for
Taxation Reasons", with respect to the notes.

If we redeem the 2.650% notes, the 3.400% notes or the floating rate 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$2,489,571,250. 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.
Form of Note
Notes, in global form, which we refer to as global notes, will be 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, which we refer to as the trustee.
S-4
Table of Contents

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Summary Financial Information
The following table sets forth summary consolidated financial information as of, and for the financial years ended, September 30, 2017, 2016,
2015, 2014 and 2013. We have derived the summary financial information from our audited consolidated financial statements and related notes as of,
and for the financial years ended, September 30, 2017, 2016, 2015, 2014 and 2013, which have been prepared in accordance with Australian
Accounting Standards and International Financial Reporting Standards as issued by the International Accounting Standards Board.
You should read this information together with the operating and financial review set forth in "Section 2" of our 2017 Form 20-F and our audited
consolidated financial statements and the accompanying notes included in our 2017 Form 20-F, each of which is incorporated by reference in this
prospectus supplement. See "Where You Can Find More Information" in this prospectus supplement.

As of and for the financial year ended September 30,

2017(1)

2017

2016

2015

2014

2013

(in US$

millions)

(in A$ millions)

Income statement(2),(3)

Net interest income

12,165

15,516

15,148

14,267

13,542

12,821
Non-interest income

4,928

6,286

5,837

7,375

6,395

5,774
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net operating income before operating expenses and impairment
charges

17,093

21,802

20,985

21,642

19,937

18,595
Operating expenses

(7,396)
(9,434)
(9,217)
(9,473)
(8,547)
(7,976)
Impairment charges

(669)
(853)
(1,124)
(753)
(650)
(847)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Profit before income tax

9,028

11,515

10,644

11,416

10,740

9,772
Income tax expense

(2,758)
(3,518)
(3,184)
(3,348)
(3,115)
(2,947)
Profit attributable to non-controlling interests

(6)
(7)
(15)
(56)
(64)
(74)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net profit attributable to owners of Westpac Banking
Corporation

6,264
7,990
7,445
8,012
7,561
6,751
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Balance sheet(2),(3)

Loans

536,976
684,919

661,926
623,316
580,343
536,164
Other assets

130,894
166,956

177,276
188,840
190,499
164,933
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total assets

667,870 851,875
839,202 812,156 770,842 701,097
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Deposits and other borrowings

418,335
533,591

513,071
475,328
460,822
424,482
Debt issues

131,991
168,356

169,902
171,054
152,251
144,133
Loan capital

13,850

17,666

15,805

13,840

10,858

9,330
Other liabilities

55,602

70,920

82,243

98,019

97,574

75,615
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total liabilities

619,778 790,533
781,021 758,241 721,505 653,560
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total shareholders' equity and non-controlling interests

48,092
61,342
58,181
53,915
49,337
47,537
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
S-5
Table of Contents

As of and for the financial year ended

September 30,

2017

2016

2015

2014

2013

Key Financial Ratios

Business Performance

Operating expenses to operating income ratio (%)

43.3
43.9
43.8
42.9
42.9
Net interest margin (%)

2.06
2.10
2.09
2.09
2.14
Capital adequacy

APRA Basel III:

Common equity Tier 1 (%)

10.6
9.5
9.5
9.0
9.1
Tier 1 ratio (%)

12.7
11.2
11.4
10.6
10.7
Total capital ratio (%)

14.8
13.1
13.3
12.3
12.3
Credit Quality

Total provisions for impairment on loans and credit commitments
to total loans (basis points)

45
54
53
60
73
Other information

Full-time equivalent employees (number at financial year end)(4)
35,096 35,580 35,484 36,596 35,894

For the financial year ended

September 30,

2017

2016

2015

2014

2013

(Unaudited)

Ratio of earnings to fixed charges

1.72 1.63 1.62
1.57
1.48
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(1)
Solely for the convenience of the reader, we have translated the amounts in this column from Australian dollars into U.S. dollars
using the noon buying rate in New York City for cable transfers of Australian dollars as certified for customs purposes for the
Federal Reserve Bank of New York as of September 30, 2017 of A$1.00 to US$0.7840. These translations should not be
considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at
any other exchange rate or as of that or any other date.
(2)
Where accounting classifications have changed or where changes in accounting policies are adopted retrospectively,
comparatives have been revised and may differ from results previously reported.
(3)
The above income statement extracts for the financial years ended September 30, 2017, 2016 and 2015 and balance sheet extracts
as of September 30, 2017 and 2016 are derived from the consolidated financial statements included in the 2017 Form 20-F. The
above income statement extracts for the financial years ended September 30, 2014 and 2013 balance sheet extracts as of
September 30, 2015, 2014 and 2013 are derived from consolidated financial statements previously published.
(4)
Full-time equivalent employees includes full-time, pro-rata part-time, overtime, temporary and contract staff.
S-6
Table of Contents
RISK FACTORS
Investors should carefully consider the risks described below and in the other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus, including the risks described in the 2017 Form 20-F, before making an investment decision.
The risks and uncertainties described below and in such other information are not the only ones facing us or you, as holders of the notes. Additional
risks and uncertainties that we are unaware of, or that we currently deem immaterial, may become important factors that affect us or you, as holders of
the notes.
Because the senior indenture contains no limit on the amount of additional debt that we may incur, our ability to make timely payments on the
notes you hold may be affected by the amount and terms of our future debt
Our ability to make timely payments on our outstanding debt may depend on the amount and terms of our other obligations, including any
additional Senior Debt Securities that we may issue. The senior indenture does not contain any limitation on the amount of indebtedness that we may
issue in the future. As we issue additional Senior Debt Securities under the senior indenture or incur other indebtedness, unless our earnings grow in
proportion to our debt and other fixed charges, our ability to service the notes on a timely basis may become impaired.
The 2.650% notes, the 3.400% notes and the floating rate notes will each constitute a separate series of Senior Debt Securities under the senior
indenture
Each time we issue Senior Debt Securities under the senior indenture, the Senior Debt Securities that we issue will constitute a separate series of
Senior Debt Securities for purposes of the senior indenture (unless it is specifically provided that the Senior Debt Securities so issued will constitute a
reopening of an outstanding series of Senior Debt Securities). This may result in adverse consequences to holders of the notes if an event of default
were to occur with respect to the Senior Debt Securities of a particular series but not with respect to the 2.650% notes, the 3.400% notes or the floating
rate notes. If this were to occur, holders of Senior Debt Securities of the series in respect of which such event of default shall have occurred may be
entitled to accelerate the Senior Debt Securities of such series while holders of the 2.650% notes, the 3.400% notes or the floating rate notes, in the
absence of any event of default, would not be entitled to accelerate the 2.650% notes, the 3.400% notes or the floating rate notes, as applicable, or
pursue any other remedy. As a result, holders of Senior Debt Securities that have been accelerated may be entitled to payment in full in respect of their
claims while holders of other series of Senior Debt Securities, including the 2.650% notes, the 3.400% notes or the floating rate notes, that have not
been accelerated will not be entitled to any such payment until an event of default shall have occurred with respect to the Senior Debt Securities of such
series.
The terms of the senior indenture and the notes provide only limited protection against significant events that could adversely impact your
investment in the notes
The senior indenture governing the notes does not:
·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;
https://www.sec.gov/Archives/edgar/data/719245/000104746918000271/a2234289z424b5.htm[1/19/2018 1:39:05 PM]

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