WESTPAC BANKING CORP (Form: 6-K, Received: 03/20/2019 06:05:09)

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

March 19, 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 Exhibits No. 1 and 2, 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.

On March 19, 2019, Westpac announced that the Group’s wealth and insurance businesses will be moved into expanded Business and Consumer divisions. The Private Wealth, Platforms & Investments, and Superannuation businesses will move into an expanded Business division, while the Insurance business will move into the Consumer division.

Westpac also announced that it is exiting the provision of personal financial advice by Westpac Group salaried financial advisers and authorised representatives. It is moving to a referral model for financial advice by utilising a panel of advisers or adviser firms. It is also entering into a sale agreement as part of the exit with Viridian Advisory(1), which will see many BT Financial Advice ongoing advice customers offered an opportunity to transfer to Viridian. A number of the Group’s salaried financial advisers and support staff will transition to Viridian from the anticipated completion date of June 30, 2019. Some authorised representatives may also move to Viridian by September 30, 2019.

The Group is on track to complete its customer remediation programs in relation to ongoing advice fees for customers of its salaried advisers by fourth quarter 2019. It is continuing to work through its remediation approach for authorised representatives. As part of the change, responsibility for BT remediation programs will move to Westpac Group Chief Operating Officer, Gary Thursby.

Financial Impact

In aggregate, the changes are expected to be EPS positive(2) in 2020 due to exiting a high cost, loss-making business. The one-off impacts from the transaction and implementation will be spread over FY19 and FY20. Initial estimates include one off costs of between $250-$300 million. Proceeds from the sale will depend on the size of the business that transitions to Viridian Advisory.

The divisional changes will be effective from April 1, 2019 and will not be reflected in Westpac’s 1H19 Results.

Details of the provisions and costs related to customer remediation programs continue to be worked through and the Group expects to provide ongoing updates.

(1) Viridian Advisory is a self-licensed national advice business offering wealth and retirement planning, investment management and other solutions.

(2) Excludes any remediation costs.

Re-organisation of Group Executive responsibilities

Westpac also announced that:

· The Consumer division will be led by the current Business Bank Chief Executive, Mr David Lindberg;

· General Manager Commercial Banking, Mr Alastair Welsh, will lead the Business division on an acting basis, while a global executive search is conducted for Mr Lindberg’s replacement. Mr Welsh has over 30 years’ experience in financial services. For the last 26 years he has worked at Westpac in both New Zealand and Australia including time in BTFG and most recently as General Manager, Commercial Banking;

· Consumer Bank Chief Executive, Mr George Frazis, will leave the Group to pursue other leadership opportunities. Mr Frazis will be with the Group until June, assisting with the transition;

· Chief Executive Officer, BT Financial Group, Mr Brad Cooper will stay on to ensure the successful transition of BT’s businesses into their new divisions, following which Mr Cooper has indicated that he will leave to seek a new leadership role outside the Group; and

· Group Executive, Strategy & Enterprise Services, Mr Gary Thursby will become Westpac Group Chief Operating Officer.

Index to Exhibits

Exhibit No.		Description

1		ASX Release — Westpac resets wealth strategy and announces executive changes

2		Resetting Westpac’s wealth strategy

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:	March 19, 2019	By:	/s/ Yvette Adiguzel
			Yvette Adiguzel
			Associate Director

Exhibit 1

ASX Release 19 MARCH 2019 WESTPAC RESETS WEALTH STRATEGY AND ANNOUNCES EXECUTIVE CHANGES Westpac Group today announced changes to the way it supports customers’ wealth and insurance needs. The changes reflect the Group’s commitment to supporting customers through their financial lives, while responding to the changing external environment. Westpac Group Chief Executive, Mr Brian Hartzer, said: “We are committed to supporting our customers’ insurance, investment and superannuation needs as part of our service strategy. The changes we’re announcing today are about focusing our investment where we have genuine competitive advantage and growth opportunities.” In summary the Group is: • Realigning its major BT Financial Group (BTFG) businesses into the Consumer and Business divisions; Exiting the provision of personal financial advice by Westpac Group salaried financial advisers and authorised representatives; Moving to a referral model for financial advice by utilising a panel of advisers or adviser firms; Entering into a sale agreement as part of the exit with Viridian Advisory,1 which will see many BT Financial Advice ongoing advice customers offered an opportunity to transfer to Viridian. A number of the Group’s salaried financial advisers and support staff will transition to Viridian from the anticipated completion date of 30 June 2019. Some authorised representatives may also move to Viridian by 30 September 2019; Simplifying the Group’s structure and re-organising Group Executive responsibilities; Continuing to invest in the BT brand, reflecting its strength and market position, although BTFG will no longer be a standalone division; and Unlocking value by exiting a high cost, loss-making business. We expect the costs associated with exiting and restructuring will be offset by future cost savings. • • • • • • Wealth businesses realigned into expanded Business and Consumer divisions The Group’s wealth and insurance businesses will be moved into expanded Business and Consumer divisions. The Private Wealth, Platforms & Investments, and Superannuation businesses will move into an expanded Business division, while the Insurance business will move into the Consumer division. 1 Viridian Advisory is a self-licensed national advice business offering wealth and retirement planning, investment management and other solutions. 1

Mr Hartzer said: “We’re realigning our capabilities into the lines of business where it makes most sense based on customer needs. “Most customers don’t differentiate between banking and wealth products; they want help buying their home, paying their bills, planning for retirement, or protecting the things that matter most to them. They expect professional service that meets their financial needs. “Moving Private Wealth into the Business division recognises that many of our high net worth customers have their own businesses or work for many of the companies we bank. Following our significant investment in Panorama and the launch of BT Open Services, we now have market leading platforms where the natural customer base is also primarily found in our Business division. “Similarly, superannuation – including corporate superannuation, and support for SMSFs – is strongly linked to our Business division.” The move of Insurance into Consumer will make it easier to meet the insurance needs of our retail customers. Mr Hartzer said these changes deliver a better and more integrated experience for customers as well as simplifying the Group’s structure. “These changes allow us to focus investment in areas where we have a competitive advantage such as platforms and insurance. It also follows previous strategic decisions the Group has made about how it operates in wealth, including its decision to divest or sell-down its asset management businesses (BTIM – now Pendal, Hastings, and Ascalon), as well as partnering with Allianz to provide certain insurance products.” Exit of Face-to-Face Personal Financial Advice in BTFG Mr Hartzer said exiting BTFG’s financial advice business reflects the changing external environment, including a trend by financial advisers to operate independently, or in smaller advisory groups. A component of Westpac Group’s exit will see Viridian Advisory offer employment to around 175 BT Financial Advice (BTFA) salaried advisers and other management and support staff. Viridian Advisory will also commence supporting many ongoing advice customers who consent to transition from the anticipated completion date of 30 June 2019. BT Group Licensees currently operating under the Securitor and Magnitude brands will be assisted with different options, including self-licensing or moving to another licensee, which may include Viridian Advisory. “The decision to exit the provision of personal financial advice by financial advisers under our licence has not been taken lightly, and our priority is to ensure the smoothest possible transition for customers, advisers, and support staff,” Mr Hartzer said. The Group is on track to complete its customer remediation programs in relation to ongoing advice fees for customers of its salaried advisers by fourth quarter 2019. It is continuing to work through its remediation approach for authorised representatives. As part of the change, responsibility for BT remediation programs will move to Westpac Group Chief Operating Officer, Gary Thursby. 2

Re-organisation of Group Executive responsibilities David Lindberg, Chief Executive Consumer The Consumer division will be led by the current Business Bank Chief Executive, Mr David Lindberg. Mr Hartzer said: “David is an experienced banking executive who has been an outstanding leader of the Business Bank over the past four years. “As head of the Business Bank, David and his team took it to number one in customer satisfaction, transformed its digital offering and consistently grew cash earnings by carefully managing margins, operating expenses and improving service quality. “He is also an experienced retail banker, having worked across three Australian banks in a number of operational and strategic positions including as Westpac’s Chief Product Officer, responsible for product and digital across the Group.” Alastair Welsh, Acting Chief Executive Business General Manager Commercial Banking, Mr Alastair Welsh, will lead the Business division on an acting basis, while a global executive search is conducted for Mr Lindberg’s replacement. Mr Welsh is an experienced business banker and has held senior roles across the Group for the past 26 years. “Al has a great track record in the Business Bank, and also spent time in BT a number of years ago. I’m confident he will do a great job during this interim period,” Mr Hartzer said. George Frazis With the Consumer Bank well positioned and the changes announced today, Consumer Bank Chief Executive, Mr George Frazis, will leave the Group to pursue other leadership opportunities. Mr Hartzer said: “George has made a major contribution to Westpac since joining the Group in New Zealand 10 years ago as its CEO. “Since being appointed Chief Executive, Consumer Bank in 2015, he has instilled a strong customer-centric culture and introduced our Service Promise – which is now used by our 39,000 employees across the Group. “His commitment to strengthening customer relationships, simplifying the business and driving improved service has seen more than a million new customers join us across all our consumer brands over the past four years. In addition, customer use of digital channels has increased significantly to 34% of sales in the Consumer Bank. “George is a highly talented and experienced executive. I thank George for his significant contribution and the personal support he has provided to me over the past seven years.” Mr Frazis will be with the Group until June, assisting with the transition. 3

Brad Cooper Mr Hartzer said Mr Brad Cooper will stay on to ensure the successful transition of BT’s businesses into their new divisions, following which Mr Cooper has indicated that he will leave to seek a new leadership role outside the Group. “Brad is a highly-regarded executive, whose contribution to the Group over the past 12 years spans roles including CEO of Westpac New Zealand, leading the transformation and integration of the St.George merger and Chief Executive of BT Financial Group. I am grateful for his support over the past seven years and appreciate his leadership in designing the way forward for wealth, as well as staying on to assist in a smooth transition for customers and staff. “Under his leadership, BT has consistently moved ahead of the industry on reform, including removing grandfathered commissions and introducing the first transparent system where customers can rate their adviser. “Brad has set the Group up for further commercial success with our open architecture wealth platform, BT Panorama, which is rapidly attracting advisers and growing FUA – with more than $16 billion now under administration.” Financial Impact In aggregate, the changes announced today are expected to be EPS positive2 in 2020 due to exiting a high cost, loss-making business. The one-off impacts from the transaction and implementation will be spread over FY19 and FY20. Initial estimates include one off costs of between $250-$300 million. Proceeds from the sale will depend on the size of the business that transitions to Viridian Advisory. Exiting the Advice business and moving the Group’s wealth businesses into the Consumer and the Business divisions will result in: • Removing the cash earnings loss from the Advice business ($53 million in FY18 excluding remediation costs); and $20 million (pre-tax) of productivity savings from operating one less business division. • The divisional changes will be effective from 1 April 2019 and will not be reflected in Westpac’s 1H19 Results. Details of the provisions and costs related to customer remediation programs continue to be worked through and the Group expects to provide ongoing updates. ENDS 2 Excludes any remediation costs 4

Biography – David Lindberg David was appointed Chief Executive, Business Bank in June 2015. He manages the Group’s end to end relationships with business customers for the Westpac, St.George, BankSA and Bank of Melbourne brands. The Business Bank provides a wide range of banking and financial products and services to Australia’s small, commercial, corporate and agri businesses. Prior to this appointment, David was Chief Product Officer for the Group's retail and business products across all brands, as well as overseeing the Group's digital activities. Before joining Westpac in 2012, David was Executive General Manager, Cards, Payments & Retail Strategy at the Commonwealth Bank of Australia. David was also formerly Managing Director, Strategy, Marketing & Customer Segmentation at Australia and New Zealand Banking Group Limited and Managing Vice President and Head of Australia for First Manhattan. Biography – Alastair Welsh Alastair Welsh has over 30 years’ experience in financial services. For the last 26 years he has worked at Westpac in both New Zealand and Australia including time in BTFG and most recently as General Manager, Commercial Banking. He has a broad range of experience including roles as a Business Banker running client portfolios, leading large scale strategic initiatives and transformation programmes, including working as Transformation Director on the Westpac and St.George Bank merger. Westpac Group Executive Structure (As of 1 April 2019) For further information: David Lording Media Relations M. 0419 683 411 Andrew Bowden Investor Relations M. 0438 284 863 / (02) 8253 4008 5

Exhibit 2

Resetting Westpac’s wealthstrategy 19 March 2019 Westpac Banking Corporation | ABN 33 007 457 141

Recap: 2019 priorities Overview 2 • • • • ‘Get it right, put it right’ initiative Customer remediation programs Royal Commission response Advice model Deal with outstanding issues 1 • • • Roll out of Customer Service Hub Accelerate growth in Panorama Continue migration to digital sales Momentum in customer franchise 2 and service • • Lift productivity to ~$400m Targeting 1% cost reduction on FY181 Structural cost reduction 3 1 FY18 cost base includes Hastings costs of $158m and remediation/litigation costs of $112m. For FY19, the 1% reduction we are seeking to achieve excludes any potential remediation related costs/litigation and the impact of new accounting standards. Also excludes one-off costs associated with the changes announced today. Resetting Westpac's Wealth Strategy - March 2019

Resetting our wealth strategy Overview 3 • Committed to supporting customers’ insurance, investment and superannuation needs • Exiting personal advice by salaried and aligned planners by Sept 2019 • Extending our advice referral model over time, including Viridian • Retaining brand, however BT Financial Group (BTFG) no longer a standalone division Insurance to be integrated into expanded Consumer division Private Wealth, Platforms, and Super to be integrated into expanded Business division • Reorganising executive responsibilities Expected to be EPS accretive1 in 2020: removing loss making business, including $280m pa in cost reduction 1 EPS excludes any remediation costs • Resetting Westpac's Wealth Strategy - March 2019

Financial advice market shifting to independent advisers Advice 4 and aligned declined. We expect this trend Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 BTFG financial advisers (salaried & aligned) (#) Salaried Aligned 1192 1134 1011 BT adviser numbers have reduced significantly over the last four years Sep-15 Sep-16 Sep-17 Sep-18 1 Source: ASIC Adviser Register. 2 At 14 March 2019. Resetting Westpac's Wealth Strategy - March 2019 624 593 521 803 414 568 541 490 389 Total Australian financial advisers1 (%) Bank / AMP salaried The percentage of Australian planners under licence to major IFABanks/AMP has steadily to continue 2 39 37 33 30 23 77 70 67 63 61

Professionalisation of the Advice industry Advice 5 Pilot commenced February 2018 Transitioning to a full referral model Refined referral model Evolve and expand model External referral trial with Viridian Advisory in Victoria Enhancements made to the model based on client experience • Westpac not accepting new advice customers; continue supporting existing customers until expected completion date of 30 June 2019 Offers for ~175 people to transfer to Viridian Advisory (90 planners) as part of our exit from advice Cease to offer face-to-face personal advice on all licenses by 30 September 2019 • Continue to explore digital advice Further expand personal advice referral panel Feedback from both clients and bankers has been very positive • After commencing in Melbourne, pilot extended to SA, WA and ACT • • Resetting Westpac's Wealth Strategy - March 2019

supporting advisers & investors Platforms 6 3 1 2 0 1 Does not include self managed FUA on platform. 2 Source Strategic Insights, All Retail, September 2018 Resetting Westpac's Wealth Strategy - March 2019 Platform annual rolling net flow2 ($bn) 6 5 4 3 1 HUB24 Netwealth BT Panorama FUA on Panorama ($bn) Sep-17Mar-18Sep-18Feb-19 16.0 12.4 9.4 6.7 FUA on Panorama by adviser type1 ($bn) 7 6Independent 5Aligned 4Salaried 2 0 Sep-17Mar-18Sep-18Jan-19Feb-19 Advisers using Panorama (#) Need atUap 22% Sep-17Mar-18Sep-18Jan-19 2,160 1,775 1,584 1,355

Superannuation – Providing choice Super 7 Provided through platform administration services to Advisers Compelling proposition for SMEs and Corporates ~ 10.5k advisers ~ 380k members ~ 17k employers ~ 462k members ~ $87bn FUA ~ $23bn FUA Moving to digital distribution ~ 484k members ~ $15bn FUA Resetting Westpac's Wealth Strategy - March 2019 MEMBER ESTABLISHED (DIRECT) SUPER EMPLOYER ESTABLISHED SUPER ADVISER ESTABLISHED SUPER (incl. SMSF)

Private Wealth - intensely customer focused Private Wealth 8 55 70 50 10 30 10 Investment FUA (different scale) 25 8 .6 4 .5 .8 2 0 0 1 Professional Wealth Management, Published by the Financial Times. Resetting Westpac's Wealth Strategy - March 2019 Private wealth loans, deposits & FUA ($bn) Lending 9 7 20 6 15 5 10 3 5 .3.81 Sep-14Sep-15Sep-16Sep-17Sep-18 Deposits 27 25 22 19 18 18 18 17 15 14 4 3 2 1 1 Highlights •Best private bank in Australia 4 years in a row1; 49 awards won since 2012 •Largest contributor to BTFG’s earnings •Strong growth profile and fully funded balance sheet Clients (#’ 000) and Brand NPS (%) ClientsBrand NPS64 60 40 30 20 - (10) (20) Sep-14Sep-15Sep-16Sep-17Sep-18 454648 31 30 30 28 27 Brands

Insurance: there when customers need us most Insurance 9 Home & Contents Gross Written Premium ($m) • Steady growth in Home & Contents Rapid responder to major disasters 2014 2015 2016 2017 2018 General insurance annual digital sales (#) • Allianz partnership has expanded product and capability Improving digital sales 9,093 8,795 • Westpac Life insurance inforce premiums ($m) • Largest Australian-owned Life insurer in Australia (8% share) Supporting customers at major life moments Expanding distribution to third party approved product lists Retail Direct Corporate super IFA CCI Other 973 1,277 1,068 • • 892 792 2014 2015 2016 2017 2018 Resetting Westpac's Wealth Strategy - March 2019 Life Insurance General Insurance 359 389 294 229 167 19,750 12,61115,368 20142015201620172018 474 438 454 463 409

New structure and executive changes Structure 10 Resetting Westpac's Wealth Strategy - March 2019 Brian Hartzer CEO Westpac Group David Lindberg Chief Executive Consumer Lyn Cobley Chief Executive Westpac Institutional Bank Gary Thursby Chief Operating Officer Peter King Chief Financial Officer Christine Parker Group Executive Human Resources Carolyn McCann Group Executive Customer & Corporate Relations Alastair Welsh Acting Chief Executive Business David McLean Chief Executive New Zealand Craig Bright Chief Information Officer Rebecca Lim Group Executive Legal & Secretariat David Stephen Chief Risk Officer Change in role/position

expected to be EPS accretive1 in 2020 Financials: Changes Financials 11 Advice cash earnings ($m) Components of cash earnings2 ($m) FY19 income is likely to fall to ~ 25% of FY18 due to decline in advisers and the exit of the business. No income expected FY20 7 Operating expenses expected to fall in FY19 with most costs to be eliminated in FY20 Additional savings from divisional restructure ~$20m pa. (pre tax) from FY20 FY16 FY17 FY18 split between 2H19 and FY20. Actual costs will depend on the number of Advisors transitioning. All costs will be cash earnings and will be spread across FY19 and FY20. Proceeds will be disclosed at relevant reporting date 1 Excludes remediation costs. 2 Advice cash earnings in FY18 before remediation costs. Resetting Westpac's Wealth Strategy - March 2019 One-off impacts (from the agreement) Exit/ restructure costs Approximately $250m - $300m. The majority is expected in 1H19 (approximately $200m) with the remainder in cash earnings Proceeds of sale The proceeds of sale will depend on the size of the business that transitions to Viridian. Proceeds will be included in -10 -53 -38 Cash earnings Remediation -137 Non-interest income 185 Operating expenses (260) Core earnings (75) Tax and other 22 Cash earnings (53) Ongoing impacts (from exit of advice and reducing operating divisions)

Summary Summary 12 • Committed to helping customers through their financial lives • Supporting 2019 strategic priorities 1. 2. 3. Deal with outstanding issues Momentum in customer franchise Structural cost reduction • Exiting advice and expanding referral model • Realigning wealth and insurance activities to where they generate the greatest customer (and shareholder) value can • Unlocking value by simplifying the Group’s divisions and exiting a loss making business Resetting Westpac's Wealth Strategy - March 2019