Obligation WestPac Bank 2.35% ( US961214EH28 ) en USD

WestPac Bank

100 % ▲

Australie

US961214EH28 ( en USD )

2.35% par an ( paiement semestriel )

19/02/2025 - Obligation échue

Prospectus brochure de l'obligation Westpac Banking US961214EH28 en USD 2.35%, échue

2 000 USD

1 250 000 000 USD

961214EH2

AA- ( Haute qualité )

Aa3 ( Haute qualité )

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 US961214EH28, paye un coupon de 2.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/02/2025

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214EH28, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par WestPac Bank ( Australie ) , en USD, avec le code ISIN US961214EH28, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2240074z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
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$1,250,000,000

US$162,250

(1)
The registration fee of US$162,250 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-228295
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 9, 2018)
US$1,250,000,000
Westpac Banking Corporation
(ABN 33 007 457 141)
US$1,250,000,000 2.350% Notes due February 19, 2025
We are offering US$1,250,000,000 aggregate principal amount of our 2.350% notes due February 19, 2025, which we refer to as the notes. We
will pay interest on the notes at a rate of 2.350% per year semi-annually in arrears on February 19 and August 19 of each year, subject in each case to
the applicable business day convention set forth in this prospectus supplement, beginning on February 19, 2020. The notes will mature on February 19,
2025. We may redeem all, but not less than all, of the notes if specified events occur involving Australian taxation, as described under "Description of
the Senior Debt Securities--Redemption of Senior Debt Securities--Redemption for Taxation Reasons" in the accompanying prospectus.
The notes will be our direct, unconditional and unsecured senior obligations and will rank, except for certain debts required to be preferred by law,
equally with all of our other unsecured and unsubordinated obligations from time to time outstanding. For a description of debts preferred by law, see
"Description of the Notes--Ranking" in this prospectus supplement. The notes will constitute a separate series of Senior Debt Securities described in
the accompanying prospectus.
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance that limit or prohibit the offer or sale of
securities such as these notes to certain types of investors. By purchasing, or making or accepting an offer to purchase, these notes from us and/or the
underwriters in the United States, each prospective investor represents, warrants, agrees with and undertakes to us and to each underwriter that it
qualifies as a "qualified institutional buyer" as defined in Rule 144A of the Securities Act of 1933, as amended. See "Plan of Distribution" in the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
Investing in the notes involves risks. To read about certain factors you should consider before investing in the notes, see "Forward-
Looking Statements" on page S-v and "Risk Factors" beginning on page S-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, 2019 filed with the Securities and Exchange Commission, which
we refer to as the 2019 Form 20-F, and which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
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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 Federal Deposit Insurance Corporation or any other governmental agency of the United States, (3) any compensation
scheme of the Commonwealth of Australia or the United States, or (4) any other jurisdiction or party government or any governmental agency of any
other jurisdiction.

Per Note
Total

Public Offering Price(1)
99.972%US$
1,249,650,000
Underwriting Discounts(2)

0.250%US$
3,125,000
Proceeds to Westpac (before expenses)
99.722%US$
1,246,525,000
(1)
Plus accrued interest from November 19, 2019 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-20 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 November 19, 2019.
Joint Book-Running Managers
BofA Securities
J.P. Morgan
RBC Capital Markets
Westpac Banking Corporation
Co-Managers
BMO Capital Markets Corp.

CIBC Capital Markets

Scotiabank
November 12, 2019
TABLE OF CONTENTS

Page

PROSPECTUS SUPPLEMENT

PRESENTATION OF INFORMATION
S-iv
FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-12
TAXATION
S-19
UNDERWRITING (CONFLICTS OF INTEREST)
S-20
WHERE YOU CAN FIND MORE INFORMATION
S-27
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-27
CURRENCY OF PRESENTATION AND EXCHANGE RATES
S-28
VALIDITY OF SECURITIES
S-28
EXPERTS
S-29
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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
DESCRIPTION OF THE SENIOR DEBT SECURITIES

7
TAXATION

21
PLAN OF DISTRIBUTION

32
WHERE YOU CAN FIND MORE INFORMATION

34
INCORPORATION OF INFORMATION WE FILE WITH THE SEC

34
ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA

35
CURRENCY OF PRESENTATION AND EXCHANGE RATES

35
VALIDITY OF SECURITIES

36
EXPERTS

36
LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S LIABILITY

36
S-i
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You should rely only on information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus with respect to the offering of the notes filed by us with the Securities and Exchange Commission, which we refer to as the SEC.
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with
different, additional or inconsistent information, you should not rely on it. You should assume that the information in this prospectus supplement, the
accompanying prospectus and any free writing prospectus with respect to the offering of the notes filed by us with the SEC and the documents
incorporated by reference herein and therein is only accurate as of the respective dates of such documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales of the notes are permitted. The
distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by
law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform
themselves about and observe any restrictions relating to the offering of the notes and the distribution of this prospectus supplement and the
accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be
used in connection with, an offer to sell, or a solicitation of an offer to buy, any notes offered by this prospectus supplement and the accompanying
prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation (as defined
below). The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 ("IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in
any Member State of the EEA will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors").
Accordingly any person making or intending to make an offer in that Member State of notes which are the subject of the offering contemplated in this
prospectus supplement and the accompanying prospectus may only do so with respect to Qualified Investors. Neither Westpac nor the underwriters have
authorized, nor do they authorize, the making of any offer of notes other than to Qualified Investors in the EEA. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the
notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as amended, which we refer to as the FSMA. Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, which we refer to as the
Financial Promotion Order), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to
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S-ii
Table of Contents
any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to in this
paragraph as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any investment or investment activity to
which this prospectus supplement and the accompanying prospectus relate will be engaged in only with, relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this prospectus supplement or the accompanying prospectus or any of their contents.
S-iii
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 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 2019 Form 20-F and the other documents incorporated
by reference in this prospectus supplement or the accompanying prospectus. Those factors include, but are not limited to:
·
the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy, particularly changes
to liquidity, leverage and capital requirements;
·
regulatory investigations and other actions, inquiries, litigation, fines, penalties, restrictions or other regulator imposed conditions,
including as a result of our actual or alleged failure to comply with laws (such as financial crime laws), regulations or regulatory policy;
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·
internal and external events which may adversely impact our reputation;
·
information security breaches, including cyberattacks;
·
reliability and security of our technology and risks associated with changes to technology systems;
·
the stability of Australian and international financial systems and disruptions to financial markets and any losses or business impacts we
or our customers or counterparties may experience as a result;
·
market volatility, including uncertain conditions in funding, equity and asset markets;
·
adverse asset, credit or capital market conditions;
·
an increase in defaults in credit exposures because of a deterioration in economic conditions;
·
the conduct, behavior or practices of us or our staff;
·
changes to our credit ratings or the methodology used by credit rating agencies;
·
levels of inflation, interest rates, (including low or negative rates), exchange rates and market and monetary fluctuations;
·
market liquidity and investor confidence;
·
changes in economic conditions, consumer spending, saving and borrowing habits in Australia, New Zealand and other countries
(including as a result of tariffs and protectionist trade measures) in which we or our customers or counterparties conduct our or their
operations and our ability to maintain or to increase market share, margins and fees, and control expenses;
·
the effects of competition, including from established providers of financial services and from non-financial services entities, in the
geographic and business areas in which we conduct our operations;
S-v
Table of Contents
·
the timely development and acceptance of new products and services and the perceived overall value of these products and services by
customers;
·
the effectiveness of our risk management policies, including internal processes, systems and employees;
·
the incidence or severity of Westpac-insured events;
·
the occurrence of environmental change (including as a result of climate change) or external events in countries in which we or our
customers or counterparties conduct our or their operations;
·
changes to the value of our intangible assets;
·
changes in political, social or economic conditions in any of the major markets in which we or our customers or counterparties operate;
·
the success of strategic decisions involving diversification or innovation, in addition to business expansion activity, business acquisitions
and the integration of new businesses;
·
our ability to incur additional indebtedness and any limitations contained in the agreements governing such indebtedness; and
·
various other factors beyond our control.
All forward-looking statements speak only as of the date made. We are under no obligation to update any forward-looking statements contained or
incorporated by reference in this prospectus supplement, whether as a result of new information, future events or otherwise.
S-vi
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Table of Contents

SUMMARY
This summary highlights selected information about us and this offering. It does not contain all of the information that may be important to you in
deciding whether to purchase the notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents
that we have filed with the SEC that are incorporated by reference prior to deciding whether to purchase the notes.
Westpac Banking Corporation
We are one of the four major banking organizations in Australia and one of the largest banking organizations in New Zealand. We provide a broad
range of banking and financial services in these markets, including consumer, business and institutional banking and wealth management services.
We have branches, affiliates and controlled entities throughout Australia, New Zealand, Asia and in the Pacific region, and maintain branches and
offices in some of the key financial centers around the world.
We were founded in 1817 and were the first bank established in Australia. In 1850, we were incorporated as the Bank of New South Wales by an
Act of the New South Wales Parliament. In 1982, we changed our name to Westpac Banking Corporation following our merger with the Commercial
Bank of Australia. On August 23, 2002, we were registered as a public company limited by shares under the Australian Corporations Act. Our principal
office is located at 275 Kent Street, Sydney, New South Wales, 2000, Australia. Our telephone number for calls within Australia is (+61) 2 9155 7713
and our international telephone number is (+61) 2 9155 7700.
As at September 30, 2019, we had total assets of A$907 billion. Our market capitalization as of November 5, 2019 was approximately
A$94.8 billion.
Our business is focused in Australia and New Zealand, operating under multiple brands. The Group operates through an extensive branch and
ATM network, significant online capability, and call centers supported by specialist relationship and product managers. Our operations comprise the
following key divisions:
·
Consumer is responsible for sales and service to consumer customers in Australia. Consumer is also responsible for the Group's
insurance business which covers the manufacture and distribution of life, general and lenders mortgage insurances. The division also uses
a third party to manufacture certain general insurance products. Banking products are provided under the Westpac, St.George, BankSA,
Bank of Melbourne, and RAMS brands, while insurance products are provided under Westpac and BT brands. Consumer works with
Business and Westpac Institutional Bank, which we refer to as WIB, in the sales, service, and referral of certain financial services and
products including superannuation, platforms, auto lending and foreign exchange. The revenue from these products is mostly retained by
the product originators.
·
Business provides business banking and wealth facilities and products for customers across Australia. Business is responsible for
manufacturing and distributing facilities to small to medium enterprise, which we refer to as SME, and Commercial business customers
(including Agribusiness) generally for up to A$150 million in exposure. SME customers include relationship managed and non-
relationship managed SME customers (generally between A$100,000-A$250,000 facilities). The division offers a wide range of banking
products and services to support their borrowing, payments and transaction needs. In addition, specialist services are provided for cash
flow finance, trade finance, automotive and equipment finance and property finance. The division is also responsible for Private Wealth
and the manufacture and distribution of investments (including margin lending and equities broking), superannuation and retirement
products as well as wealth administration platforms. Business operates under the Westpac, St.George, BankSA, Bank of Melbourne, and
BT brands. Business works with
S-1
Table of Contents
Consumer and WIB in the sale, referral and service of select financial services and risk management products (including corporate
superannuation, foreign exchange and interest rate hedging). The revenue from these products is mostly retained by the product
originators.
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·
WIB delivers a broad range of financial products and services to commercial, corporate, institutional and government customers
operating in, or with connections to Australia and New Zealand. WIB operates through dedicated industry relationship and specialist
product teams, with expert knowledge in transactional banking, and financial and debt capital markets. Customers are supported
throughout Australia and via branches and subsidiaries located in New Zealand, the US, UK and Asia. WIB is also responsible for
Westpac Pacific, providing a full range of banking services in Fiji and PNG. WIB works with all the Group's divisions in the provision
of markets related financial needs, including foreign exchange and fixed interest solutions.
·
Westpac New Zealand is responsible for sales and service of banking, wealth and insurance products for consumer, business and
institutional customers in New Zealand. Westpac conducts its New Zealand banking business through two banks: Westpac New Zealand
Limited, which is incorporated in New Zealand, and Westpac Banking Corporation (New Zealand Branch), which is incorporated in
Australia. Westpac New Zealand operates via an extensive network of branches and ATMs across both the North and South Islands.
Business and institutional customers are also served through relationship and specialist product teams. Banking products are provided
under the Westpac brand while insurance and wealth products are provided under Westpac Life and BT brands, respectively. New
Zealand also maintains its own infrastructure, including technology, operations and treasury.
·
Group Businesses include:
·
Treasury, which is responsible for the management of the Group's balance sheet including wholesale funding, capital and the
management of liquidity. Treasury also manages the interest rate risk and foreign exchange risks inherent in the balance sheet,
including managing the mismatch between Group assets and liabilities. Treasury's earnings are primarily sourced from managing
the Group's balance sheet and interest rate risk (excluding Westpac New Zealand) within set risk limits;
·
Group Technology, which is responsible for technology strategy and architecture, infrastructure and operations, applications
development and business integration in Australia;
·
Core Support, which comprises functions performed centrally, including Australian banking operations, property services,
strategy, finance, risk, compliance, legal, human resources, and customer and corporate relations; and
·
Following the Group's decision to restructure its wealth operations and exit its Advice business in March 2019, the residual
Advice operations (including associated remediation) and certain support functions of BTFG Australia have been transferred to
Group Businesses.
Group Technology costs are fully allocated to other divisions in the Group. Core Support costs are partially allocated to other divisions, while
Group Head Office costs are retained in Group Businesses. Group Businesses also includes earnings on capital not allocated to divisions, certain intra-
group transactions that facilitate the presentation of the performance of the Group's divisions, gains/losses from most asset sales, earnings and costs
associated with the Group's Fintech investments, and certain other head office items such as centrally raised provisions.
S-2
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 Senior Debt Securities" in the accompanying prospectus.
Issuer
Westpac Banking Corporation.
Notes Offered
US$1,250,000,000 aggregate principal amount of the notes due February 19,
2025.
Maturity Date
The notes will mature on February 19, 2025.
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Interest Rate
We will pay interest on the notes at a rate of 2.350% per year.
Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on February 19
and August 19 of each year, subject in each case to the applicable business
day convention set forth below, beginning on February 19, 2020. Any
payment of principal or interest with respect to the 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.
Ranking
The notes will be our direct, unconditional, unsubordinated and unsecured
obligations and will rank, except for certain debts required to be preferred by
law, equally with all of our other unsecured and unsubordinated obligations
from time to time outstanding. For a description of debts preferred by law,
see "Description of the Notes--Ranking" in this prospectus supplement. The
notes will rank senior to our subordinated obligations.
Redemption for Taxation Reasons
Subject to certain limitations, the senior indenture (as defined herein)
provides that we will have the right to redeem the notes, in whole, but not in
part, as described in the accompanying prospectus under the heading
"Description of the Senior Debt Securities--Redemption of Senior Debt
Securities--Redemption for Taxation Reasons", with respect to the notes.

If we redeem the 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 discounts and deducting estimated offering
expenses payable by us, will be US$1,246,215,250. 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.
S-3
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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
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Summary Financial Information
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The following table sets forth summary consolidated financial information as of, and for the financial years ended, September 30, 2019, 2018,
2017, 2016 and 2015. 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, 2019, 2018, 2017, 2016 and 2015 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 2019 Form 20-F and our audited
consolidated financial statements and the accompanying notes included in our 2019 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,

2019(1)
2019

2018

2017

2016

2015

(in US$

millions)
(in A$ millions)

Income statement(2),(3)

Net interest income

11,405 16,907 16,505 15,516 15,148 14,267
Net fee income

1,116
1,655
2,424
2,603
2,611
2,808
Net wealth management and insurance income

694
1,029
2,061
1,800
1,899
2,228
Trading income

627
929
945
1,202
1,124
964
Other income

88
129
72
529
59
1,241
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net operating income before operating expenses
and impairment charges

13,930 20,649 22,007 21,650 20,841 21,508
Operating expenses

(6,817) (10,106) (9,566) (9,282) (9,073) (9,339)
Impairment charges

(536)
(794)
(710)
(853) (1,124)
(753)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Profit before income tax

6,577
9,749 11,731 11,515 10,644 11,416
Income tax expense

(1,996) (2,959) (3,632) (3,518) (3,184) (3,348)
Profit attributable to non-controlling interests

(5)
(6)
(4)
(7)
(15)
(56)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Net profit attributable to owners of Westpac
Banking Corporation

4,576
6,784
8,095
7,990
7,445
8,012
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Balance sheet(2),(3)

Loans
482,184 714,770 709,690 684,919 661,926 623,316
Other assets
129,426 191,856 169,902 166,956 177,276 188,840
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total assets
611,610 906,626 879,592 851,875 839,202 812,156
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Deposits and other borrowings
379,966 563,247 559,285 533,591 513,071 475,328
Debt issues
122,411 181,457 172,596 168,356 169,902 171,054
Loan capital

14,724 21,826 17,265 17,666 15,805 13,840
Other liabilities

50,318 74,589 65,873 70,920 82,243 98,019
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total liabilities
567,419 841,119 815,019 790,533 781,021 758,241
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total shareholders' equity and non-
controlling interests

44,191 65,507 64,573 61,342 58,181 53,915
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
S-5
Table of Contents
As of and for the financial year ended

September 30,

2019

2018

2017

2016

2015

Key Financial Ratios

Business Performance

Operating expenses to operating income ratio (%)
48.94 43.47 42.87 43.53 43.42
Net interest margin (%)

2.12
2.13
2.06
2.10
2.09
Capital adequacy

APRA Basel III:

Common equity Tier 1 (%)
10.67 10.63 10.56
9.48
9.50
Tier 1 ratio (%)
12.84 12.78 12.66 11.17 11.38
Total capital ratio (%)
15.63 14.74 14.82 13.11 13.26
Credit Quality

Total provisions for expected credit losses/impairment on loans and
credit commitments to total loans (basis points)(4)

54
43
45
54
53
Other information

Full-time equivalent employees (number at financial year end)(5)
33,288 35,029 35,096 35,580 35,484
https://www.sec.gov/Archives/edgar/data/719245/000104746919006287/a2240074z424b5.htm[11/14/2019 8:52:54 AM]

(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, 2019 of A$1.00 to US$0.6746. 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 policy are adopted retrospectively, comparatives
have been restated and may differ from results previously reported.
(3)
The above income statement extracts for the financial years ended September 30, 2019, 2018 and 2017 and balance sheet extracts
as of September 30, 2019 and 2018 are derived from the consolidated financial statements included in the 2019 Form 20-F. The
above income statement extracts for the financial years ended September 30, 2016 and 2015 and balance sheet extracts as of
September 30, 2017, 2016 and 2015 are derived from consolidated financial statements previously published.
(4)
Provisions for expected credit losses (ECL) for the financial year ended September 30, 2019 have been determined based on
AASB 9 Financial Instruments (December 2014) (AASB 9). Comparatives based on AASB 139 Financial Instruments:
Recognition and Measurement (AASB 139) have not been restated. Refer to Note 1 and Note 13 to our audited consolidated
financial statements included in our 2019 Form 20-F for further details.
(5)
Full-time equivalent employees include 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 2019 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 notes will 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 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 notes, in the absence of any event of default, would not be entitled to accelerate the notes 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 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/719245/000104746919006287/a2240074z424b5.htm[11/14/2019 8:52:54 AM]

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