Westpac Banking : 2016 Annual Report on Form 20-F

10 November 2016

Market Announcements Office ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Group Secretariat

Level 20, 275 Kent Street

Sydney NSW 2000

T. 02 8219 8990 F. 02 8253 1215

westpac.com.au

Dear Sir/Madam

Westpac Banking Corporation US Annual Report on Form 20-F

Westpac Banking Corporation (Westpac) has filed with the US Securities and Exchange Commission an Annual Report on Form 20-F for the financial year ended 30 September 2016, which has been prepared specifically for distribution in the United States (2016 Form 20-F). This filing has been prepared to meet US securities law requirements and is necessary to update Westpac's US debt issuance programs. As the 2016 Form 20-F has been prepared to meet US requirements, its presentation differs in some limited respects from Westpac's 2016 Annual Report lodged with ASX Limited on 9 November 2016.

A copy of the 2016 Form 20-F is attached for release to the market.

Yours sincerely

Timothy Hartin Company Secretary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

D REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

[8] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2016 Or

D TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

D SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10167

WESTPAC BANKING CORPORATION

Australian Business Number 33 007 457 141

(Exact name of Registrant as specified in its charter)

New South Wales, Australia

(Jurisdiction of incorporation or organization)

275 Kent Street, Sydney, NSW 2000, Australia

(Address of principal executive offices)

Westpac Banking Corporation, New York branch,

575 Fifth Avenue, 39th Floor, New York, New York 10017-2422,

Attention: Branch Manager, telephone number: [phone]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Ordinary shares Listed on the New York Stock Exchange, not for trading, but only in connection with the registration of related American Depositary Shares, pursuant to the requirements of the New York Stock Exchange.

American Depositary Shares, each representing the right to receive one ordinary share

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 1.050% Notes due November 25, 2016, Floating Rate Notes due November 25, 2016, 1.20% Notes due May 19, 2017, Floating Rate Notes due May 19, 2017, 2.0% Notes due August 14, 2017, 1.50% Notes

due December 1, 2017, Floating Rate Notes due December 1, 2017, 1.60% Notes due January 12, 2018, 4.625% Subordinated Notes due 2018,

1.55% Notes due May 25, 2018, Floating Rate Notes due May 25, 2018, 2.25% Notes due July 30, 2018, Floating Rate Notes due July 30, 2018,

1.950% Notes due November 23, 2018, Floating Rate Notes due November 23, 2018, 2.25% Notes due January 17, 2019, Floating Rate Notes

due January 17, 2019, 1.650% Notes due May 13, 2019, Floating Rate Notes due May 13, 2019, 1.600% Notes due August 19, 2019, Floating

Rate Notes due August 19, 2019, 4.875% Notes due November 19, 2019, 2.30% Notes due May 26, 2020, 2.600% Notes due November 23, 2020,

2.100% Notes due May 13, 2021, Floating Rate Notes due May 13, 2021, 2.000% Notes due August 19, 2021, Floating Rate Notes due August 19,

2021, 2.850% Notes due May 13, 2026, 2.700% Notes due August 19, 2016 and notes issued under our Retail Medium-Term Notes program (Registration Statement No. 333-172579)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary shares 3,346,166,853 fully paid

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [8] No D

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes D No [8]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [8] No D

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes D No [8] (not currently applicable to registrant)

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [8] Accelerated Filer D Non-accelerated filer D

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP D International Financial Reporting Standards as issued by the International Accounting Standards Board [8]

Other D

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes D No [8]

Table of contents
Annual Report
Form 20-F cross-reference index	2
Guide 3 cross-reference index	4
Section 1	6
Information on Westpac	7
Business strategy	7
Outlook	9
Significant developments	11
Corporate governance	18
Directors' report	38
Remuneration Report	52
Section 2	81
Five year summary	82
Reading this report	83
Review of Group operations	85
Income statement review	87
Balance sheet review	95
Capital resources	99
Commitments	101
Divisional performance	102
Consumer Bank	105
Business Bank	106
BT Financial Group (Australia)	107
Westpac Institutional Bank	109
Westpac New Zealand	110
Group Businesses	111
Risk and risk management	115
Risk factors	115
Risk management	122
Credit risk	122
Liquidity risk	123
Market risk	124
Operational risk and compliance risk	125
Other risks	126
Westpac's approach to sustainability	129
Sustainability performance	129
In this Annual Report a reference to 'Westpac', 'Group', 'Westpac Group',	Five year non-financial summary	134
'we', 'us' and 'our' is to Westpac Banking Corporation ABN 33 007 457	Other Westpac business information	136

141 and its subsidiaries unless it clearly means just Westpac Banking Corporation.

statements and the risks, uncertainties and assumptions to which they	Shareholding information	264
are subject, see 'Reading this report' in Section 2.	Additional information	278
Information contained in or accessible through the websites mentioned in this Annual Report does not form part of this report unless we specifically	Information for shareholders Glossary of abbreviations and defined terms	283 286
state that it is incorporated by reference and forms part of this report. All
references in this report to websites are inactive textual references and
are for information only.

For certain information about the basis of preparing the financial information in this Annual Report see 'Reading this report' in Section 2. In addition, this Annual Report contains statements that constitute 'forward-looking statements' within the meaning of Section 21E of the US Securities Exchange Act of 1934. For an explanation of forward-looking

Section 3 139

Financial statements 140

Notes to the financial statements 146

Statutory statements 259

Section 4 263

2016 Westpac Group Annual Report 1

Form 20-F cross-reference index

(for the purpose of filing with the United States Securities and Exchange Commission)

20-F item number and description Page Part I

Item 1. Identity of directors, senior management and advisers Not applicable

Item 2. Offer statistics and expected timetable Not applicable Item 3. Key information

Selected financial data 82, 87, 95-97, 281

Capitalisation and indebtedness Not applicable

Reasons for the offer and use of proceeds Not applicable

Risk factors 115-121

Item 4. Information on Westpac

History and development of Westpac 7, 9-17

Business overview 7-17

Organisational structure 8-9, 242-244

Property, plants and equipment 136

Item 4A. Unresolved staff comments Not applicable

Item 5. Operating and financial review and prospects

Operating results 85-100, 102-114

Liquidity and capital resources 99-101, 123-124, 126-128

Research and development, patents and licences etc. Not applicable

Trend information 87-99, 102-114

Off-balance sheet arrangements 128

Tabular disclosure of contractual obligations 101

Safe harbor 83

Item 6. Directors, senior management and employees

Directors and senior management 38-46, 47-49

Compensation 52-77, 253-255

Board practices 20-41

Employees 136

Share ownership 47-49, 253-255, 264

Item 7. Major shareholders and related party transactions

Major shareholders 264-271

Related party transactions 136-137, 253-255

Interests of experts and counsel Not applicable

Item 8. Financial information

Consolidated statements and other financial information 139-262

Significant changes 11-15, 258

Item 9. The offer and listing

Offer and listing details 272

Plan of distribution Not applicable

Markets 283-284

Selling shareholders Not applicable

Dilution Not applicable

Expenses of the issue Not applicable

2 2016 Westpac Group Annual Report