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 1215westpac.com.au
Dear Sir/Madam
Westpac Banking Corporation US Annual Report on Form 20-FWestpac 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 COMMISSIONWashington, D.C. 20549
FORM 20-FD 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 CORPORATIONAustralian 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: (212) 551-1800
(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 139Financial statements 140
Notes to the financial statements 146
Statutory statements 259
Section 4 2632016 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 IItem 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
Westpac Banking Corporation published this content on 10 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 November 2016 23:09:05 UTC.
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