6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

December 17, 2019

Commission File Number 1-10167

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F             x                         Form 40-F             o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Incorporation by Reference

The information contained in this Report on Form 6-K, excluding the information set forth in Exhibit 1, shall be incorporated by reference in the prospectuses relating to the Registrant’s securities contained in the Registrant’s Registration Statements on Form F-3 (File Nos. 333-228295, 333-228294 and 333-220373), as such prospectuses may be amended or supplemented from time to time.

Westpac Group acknowledges the APRA announcement in response to AUSTRAC's Statement of Claim and is committed to cooperating with APRA in all aspects of its investigation and review.

As part of the announcement, APRA is requiring Westpac Group to increase its operational risk capital requirement by $500 million.

In addition to APRA’s actions and as announced on 28 November, Westpac has appointed Promontory to undertake an Accountability and Financial Crime Program Review, which is currently underway.

The additional $500 million operational risk capital requirement, which will be implemented through an increase in risk-weighted assets, will apply from 31 December 2019.  This change is expected to reduce Westpac’s Level 2, common equity tier 1 (CET1) capital ratio by approximately 16 basis points, based on the Group’s balance sheet as at 30 September 2019.

Index to Exhibits

Exhibit No.	Description
1	ASX Release — Westpac acknowledges APRA announcement

Disclosure regarding forward-looking statements

The information contained in this Report on Form 6-K contains statements that constitute “forward-looking statements” within the meaning of section 21E of the U.S. Securities Exchange Act of 1934.  Forward-looking statements are statements about matters that are not historical facts.  Forward-looking statements appear in a number of places in this Report 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.

We use words such as ‘will’, ‘may’, ‘expect’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘probability’, ‘risk’, ‘aim’ or other similar words 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.  Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this Report.  Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled ‘Risk factors’ in Westpac’s 2019 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission.  When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events.  We are under no obligation, and do not intend, to update any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise, after the date of this Report.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WESTPAC BANKING CORPORATION
		(Registrant)
Date:	December 17, 2019	By:	/s/ Yvette Adiguzel
			Yvette Adiguzel
			Tier One Attorney

3

EX-1

Exhibit 1

ASX

Release

17 DECEMBER 2019

Westpac acknowledges APRA announcement

Westpac Group acknowledges the APRA announcement in response to AUSTRAC’s Statement of Claim and is committed to cooperating with APRA in all aspects of its investigation and review.

As part of the announcement, APRA is requiring Westpac Group to increase its operational risk capital requirement by $500 million.

Westpac Group’s Chairman, Lindsay Maxsted said, “Westpac accepts the gravity of the issues presented by AUSTRAC.

“As previously stated, these shortcomings are unacceptable and we are determined to urgently fix these issues and lift our standards.

“We will provide our full support to APRA through its investigation and review.”

In addition to APRA’s actions and as announced on 28 November, Westpac has appointed Promontory to undertake an Accountability and Financial Crime Program Review, which is currently underway.

The additional $500 million operational risk capital requirement, which will be implemented through an increase in risk-weighted assets, will apply from 31 December 2019. This change is expected to reduce Westpac’s Level 2, common equity tier 1 (CET1) capital ratio by approximately 16 basis points, based on the Group’s balance sheet as at 30 September 2019.

Attachment: APRA’s statement, dated 17 December 2019.

-ENDS-

For further information:
David Lording	Nicole Mehalski
Media Relations	Investor Relations
0419 683 411	0466 434 631

This document has been authorised for release by Timothy Hartin, Group Company Secretary.

MEDIA RELEASES

APRA launches Westpac
investigation and increases capital
requirement add-ons to $1 billion

Tuesday 17 December 2019

The Australian Prudential Regulation Authority (APRA) has today formally commenced aninvestigation into possible breaches of the Banking Act 1959 by Westpac Banking Corporation(Westpac).

APRA will focus on the conduct that led to the matters alleged last month by AUSTRAC, as well as the bank’s actions to rectify and remediate the issues after they were identified. The investigation will examine whether Westpac, its directors and/or its senior managers breached the Banking Act – including the Banking Executive Accountability Regime (BEAR) – or contravened APRA’s prudential standards.

Given the magnitude and nature of the issues alleged by AUSTRAC, APRA is aiming to ensure that fundamental deficiencies in Westpac’s risk management framework are identified and addressed and that Westpac and those responsible are held accountable as appropriate.

In addition, APRA will:

·impose an immediate increase in Westpac’s capital requirements of $500 million, to reflect the heightened operational risk profile of the bank. This brings the total operational risk capital add-ons that Westpac is required to hold to $1 billion, following the increase announced by APRA in July 2019; and

·     initiate an extensive review program focused on Westpac’s risk governance. The review program will include risk management, accountability, remuneration and culture. An element of the review will be an examination of the steps Westpac has been taking to strengthen risk governance in recent years, including through its self-assessment.

APRA Deputy Chair Mr John Lonsdale said: “AUSTRAC’s statement of claim in relation to Westpaccontains serious allegations that question the prudential standing of Australia’s second largest bank.

“While Westpac is financially sound, there are potentially substantial gaps in risk governance that need to be closed.

“Given the nature of the matters raised by AUSTRAC, the number of alleged breaches and the period of time over which they occurred, this will necessarily be an extensive and potentially lengthy investigation.”

The investigation affords APRA the opportunity to exercise legal powers that have been expanded and strengthened since 2017’s CBA Prudential Inquiry, including enhanced investigative powers and the implementation of the BEAR in 2018.

APRA will conduct its investigation simultaneously with an investigation by the Australian Securities and Investments Commission (ASIC), as well as AUSTRAC’s legal proceedings, with each agency cooperating where appropriate.

The scope of APRA’s investigation is below.

Scope of APRA’s investigation into Westpac

The prudential matters that are the subject of APRA’s investigation are:

Whether Westpac, its directors, and/or its senior managers have contravened the Banking Act 1959 and the prudential standards by engaging in, and in the way they responded to, the conduct set out in and otherwise related to the AUSTRAC proceedings.

In considering possible contraventions of the Act and the prudential standards, the investigation will examine whether:

(a) Westpac’s governance, control and risk management framework was adequate; and appropriately implemented;

(b) Westpac’s accountability and remuneration arrangements were adequate, and appropriately implemented to effectively manage non-financial risks;

(c) there has been a failure to comply with accountability obligations under the Banking ExecutiveAccountability Regime;

(d) there has been a failure to comply with the requirements of the prudential standards includingPrudential Standard CPS 510: Governance, Prudential Standard CPS 520: Fit and Proper, andPrudential Standard CPS 220: Risk Management; and

(e) there was a failure to promptly notify APRA of any significant breaches and/or a breach of accountability obligations.

The Australian Prudential Regulation Authority (APRA) is the prudential regulator of the financial services industry. It oversees banks, credit unions, building societies, general insurance and reinsurance companies, life insurance, private health insurers, friendly societies, and most members of the superannuation industry. APRA currently supervises institutions holding approximately $6.8 trillion in assets for Australian depositors, policyholders and superannuation fund members.

Media enquiries
Contact Ben McLean, APRA Media Unit, on +61 2 9210 3024
All other enquiries
For more information contact APRA on 1300 558 849.
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