Westpac Banking : 2017 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 2017 which has been prepared specifically for distribution in the United States (2017 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 2017 Form 20-F has been prepared to meet US requirements, its presentation differs in some limited respects from Westpac's 2017 Annual Report lodged with ASX Limited on 8 November 2017.

Yours sincerely

Group Company Secretary

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

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

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

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

(Exact name of Registrant as specified in its charter)

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

(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

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

New York Stock Exchange

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 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%

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.

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

Yes IRl 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 IRl

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 IRl 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 IRl (not currently applicable to registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer IRl Accelerated filer D Non-accelerated filer D Emerging growth company D

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. D

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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 IRl

Other D

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

Yes D No IRl

Table of contents

In this Annual Report a reference to 'Westpac', 'Group', 'Westpac Group', 'we', 'us' and 'our' is to Westpac Banking Corporation ABN 33 007 457 141 and its subsidiaries unless it clearly means just Westpac Banking Corporation.

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 statements and the risks, uncertainties and assumptions to which they are subject, see 'Reading this report' in Section 2.

Information contained in or accessible through the websites mentioned in this Annual Report does not form part of this report unless we specifically 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.

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 10

Significant developments 11

Corporate governance 19

Directors' report 40

Remuneration Report 54

Section 2 83

Five year summary 84

Reading this report 85

Review of Group operations 87

Income statement review 89

Balance sheet review 97

Capital resources 101

Commitments 103

Divisional performance 104

Consumer Bank 107

Business Bank 108

BT Financial Group (Australia) 109

Westpac Institutional Bank 111

Westpac New Zealand 112

Group Businesses 114

Risk and risk management 119

Risk factors 119

Risk management 129

Credit risk 129

Liquidity risk 130

Market risk 131

Operational risk and compliance risk 132

Other risks 133

Westpac's approach to sustainability 136

Sustainability performance 136

Five year non-financial summary 141

Other Westpac business information 143

Section 3 145

Financial statements 146

Notes to the financial statements 152

Statutory statements 265

Section 4 269

Shareholding information 270

Additional information 285

Information for shareholders 289

Glossary of abbreviations and defined terms 293

2017 Westpac Group Annual Report 1

Form 20-F cross-reference index

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

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 84, 89, 97-98, 288

Capitalisation and indebtedness Not applicable

Reasons for the offer and use of proceeds Not applicable

Risk factors 119-128

Item 4. Information on Westpac

History and development of Westpac 7, 9-18

Business overview 7-18

Organisational structure 8-9, 249-251

Property, plants and equipment 143

Item 4A. Unresolved staff comments Not applicable

Item 5. Operating and financial review and prospects

Operating results 87-102, 104-118

Liquidity and capital resources 101-103, 130-131, 133-135 Research and development, patents and licences etc. Not applicable

Trend information 89-101, 104-118

Off-balance sheet arrangements 135

Tabular disclosure of contractual obligations 103

Safe harbor 85

Item 6. Directors, senior management and employees

Directors and senior management 40-47, 49-51

Compensation 54-79, 260-262

Board practices 21-43

Employees 143

Share ownership 49-51, 260-262, 270

Item 7. Major shareholders and related party transactions

Major shareholders 270-278

Related party transactions 144, 260-262

Interests of experts and counsel Not applicable

Item 8. Financial information

Consolidated statements and other financial information 145-267

Significant changes 11-16, 264

Item 9. The offer and listing

Offer and listing details 279

Plan of distribution Not applicable

Markets 19, 289-291

Selling shareholders Not applicable

Dilution Not applicable

Expenses of the issue Not applicable

2 2017 Westpac Group Annual Report