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

January 31, 2020

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 exhibits attached to this Report on Form 6-K shall be incorporated by reference in Westpac Banking Corporation’s (the “Registrant”) Registration Statement on Form F-3 (File No. 228294).

Index to Exhibits

Exhibit
No.		Description

1.1		Underwriting Agreement, dated as of January 23, 2020, by and among the Registrant, BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., UBS Securities LLC and Westpac Banking Corporation.

4.1		Third Supplemental Indenture (including the form of the Securities), dated as of January 31, 2020, between the Registrant and The Bank of New York Mellon, as trustee.

5.1		Opinion of Debevoise & Plimpton LLP.

5.2		Opinion of King & Wood Mallesons relating to the 2034 Securities.

23.1		Consent of Debevoise & Plimpton LLP relating to the 2034 Securities (contained in Exhibit 5.1).

23.2		Consent of King & Wood Mallesons LLP relating to the 2039 Securities (contained in Exhibit 5.2).

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:	January 31, 2020	By:	/s/ Yvette Adiguzel
			Yvette Adiguzel
			Tier 1 Attorney