**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

| **o**      | **REGISTRATION   STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES   EXCHANGE ACT OF 1934**                                 |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                            |
| **x**      | **ANNUAL   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934   For the fiscal year ended September 30, 2014** |
| ** ** | ** **                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                            |
| **o**      | **TRANSITION   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934**                                            |
| ** ** | ** **                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                            |
| **o**      | **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: (212) 551-1905** |
| (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: **Floating Rate Notes due 2013, 4.20% Notes due February 27, 2015, 3.00% Notes due August 4, 2015, 1.125% Notes due September 2015, Floating Rate Notes due September 2015, 3.0% Notes due December 9, 2015, 0.95% Notes due January 12, 2016, 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 2017, 1.60% Notes due January 12, 2018, 4.625% Subordinated Notes due 2018, 2.25% Notes due July 30, 2018, Floating Rate Notes due July 30, 2018, 2.25% Notes due January 17, 2019, Floating Rate Notes due January 17, 2019, 4.875% Notes due November 19, 2019 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** | ** ** | **3,109,048,309 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 x   No o

 

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 o   No x

 

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 x   No o

 

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 o   No x (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 x       Accelerated Filer o       Non-accelerated filer o

 

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

U.S. GAAP o   International Financial Reporting Standards as issued by the International Accounting Standards Board x

Other o

 

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

Yes o   No x

 

 

 

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**EXPLANATORY NOTE**

 

Westpac Banking Corporation is filing this Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended September 30, 2014 (the “2014 Form 20-F”), which was originally filed with the Securities and Exchange Commission on November 12, 2014, for the sole purpose of correcting a typographical error contained in the Report of the independent registered public accounting firm contained therein. The only change in such Report is to correct the reference to 30 September 2012 in the first sentence of the Report to 30 September 2013.

 

This Amendment No. 1 speaks as of the filing date of the 2014 Form 20-F on November 12, 2014. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in the 2014 Form 20-F, or reflect any events that have occurred after the 2014 Form 20-F was originally filed.

 

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**Report of independent registered public accounting firm**

 

To the Board of Directors and Shareholders of Westpac Banking Corporation:

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements present fairly, in all material respects, the financial position of Westpac Banking Corporation (the ‘Corporation’) and its subsidiaries at 30 September 2014 and 30 September 2013, and the results of their operations and their cash flows for each of the three years in the period ended 30 September 2014 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of 30 September 2014, based on criteria established in *Internal Control**-**Integrated Framework (1992)*issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included under the heading ‘Management’s Report on Internal Control over Financial Reporting’ in the accompanying financial statements. Our responsibility is to express opinions on these financial statements and on the Corporation’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and International Standards on Auditing. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Our audit of the consolidated financial statements of the Corporation and its subsidiaries was conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The Corporation has included parent entity only information on the face of the consolidated financial statements and other parent entity only disclosures in the notes to the financial statements. Such parent entity only information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements presented in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. Such information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements, and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole.

 

***PricewaterhouseCoopers, ABN 52 780 433 757***

*Darling Park Tower 2, 201 Sussex Street, GPO BOX 2650, SYDNEY NSW 1171*

*T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au*

 

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

PricewaterhouseCoopers 

Sydney

3 November 2014

 

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**Item 19. Exhibits Index**

 
| 12.    |   | Certifications pursuant to   Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
|--------|--------|---------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                    |
| 15.    |   | Auditor consent dated 25 March 2015.                                                               |

 

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**SIGNATURES**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.

 

WESTPAC BANKING CORPORATION

 
| By:  | /s/ Rebecca Lim |   |
|-----------|-----------------|--------|

 

 

Rebecca Lim  Chief Compliance Officer & Group General Counsel  Dated 25 March, 2015

 

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