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WBC – NZ Banking Group Disclosure Statement -30 Sept 2017

Annual Report7 December 2017WBCFinancials

Westpac Banking
Corporation –

New Zealand

Banking Group

For the year ended 30 September 2017

Disclosure Statement

Contents
General information ....................................................................................................................................................................................................... 1

Directors’ and the Chief Executive Officer, NZ Branch’s statement ........................................................................................................................... 8

Income statement .......................................................................................................................................................................................................... 9

Statement of comprehensive income ........................................................................................................................................................................... 9

Balance sheet.................................................................................................................................................................................................................10

Statement of changes in equity .....................................................................................................................................................................................11

Statement of cash flows ................................................................................................................................................................................................12

Notes to the financial statements ..................................................................................................................................................................................13

Note 1 Financial statement preparation ..................................................................................................................................................................13

Note 2 Net interest income ......................................................................................................................................................................................17

Note 3 Non-interest income .....................................................................................................................................................................................17

Note 4 Operating expenses .....................................................................................................................................................................................18

Note 5 Auditor’s remuneration .................................................................................................................................................................................19

Note 6 Impairment (benefits)/charges .....................................................................................................................................................................19

Note 7 Income tax expense .....................................................................................................................................................................................20

Note 8 Imputation credit account .............................................................................................................................................................................20

Note 9 Receivables due from other financial institutions .......................................................................................................................................20

Note 10 Other assets ...............................................................................................................................................................................................20

Note 11 Trading securities and financial assets designated at fair value .............................................................................................................21

Note 12 Available-for-sale securities .......................................................................................................................................................................21

Note 13 Loans ...........................................................................................................................................................................................................21

Note 14 Asset quality................................................................................................................................................................................................22

Note 15 Deferred tax assets ....................................................................................................................................................................................23

Note 16 Intangible assets .........................................................................................................................................................................................23

Note 17 Financial assets pledged as collateral ......................................................................................................................................................24

Note 18 Payables due to other financial institutions ...............................................................................................................................................25

Note 19 Other liabilities ............................................................................................................................................................................................25

Note 20 Deposits and other borrowings .................................................................................................................................................................25

Note 21 Other financial liabilities at fair value through income statement ............................................................................................................25

Note 22 Debt issues .................................................................................................................................................................................................26

Note 23 Provisions ...................................................................................................................................................................................................26

Note 24 Loan capital ................................................................................................................................................................................................26

Note 25 Related entities ...........................................................................................................................................................................................28

Note 26 Derivative financial instruments ................................................................................................................................................................30

Note 27 Fair values of financial assets and financial liabilities ..............................................................................................................................33

Note 28 Offsetting financial assets and financial liabilities ....................................................................................................................................37

Note 29 Operating lease commitments ..................................................................................................................................................................38

Note 30 Credit related commitments, contingent assets and contingent liabilities ..............................................................................................38

Note 31 Segment reporting ......................................................................................................................................................................................39

Note 32 Securitisation, covered bonds and other transferred assets ...................................................................................................................40

Note 33 Structured entities ......................................................................................................................................................................................41

Note 34 Insurance business ....................................................................................................................................................................................43

Note 35 Capital adequacy........................................................................................................................................................................................44

Note 36 Risk management ......................................................................................................................................................................................45

Note 37 Concentration of funding ............................................................................................................................................................................60

Note 38 Concentration of credit exposures ............................................................................................................................................................61

Note 39 Other information on the Overseas Banking Group ................................................................................................................................62

Note 40 Notes to the statement of cash flows ........................................................................................................................................................63

Note 41 Subsequent events .....................................................................................................................................................................................63

Independent auditor’s report .........................................................................................................................................................................................64



Westpac Banking Corporation - New Zealand Banking Group 1

General information

Certain information contained in this Disclosure Statement is required by the Registered Bank Disclosure Statements (Overseas Incorporated

Registered Banks) Order 2014 (‘Order’).

In this Disclosure Statement, reference is made to five main reporting groups:

 Westpac Banking Corporation (otherwise referred to as the ‘Overseas Bank’) – refers to the worldwide business of Westpac Banking

Corporation excluding its controlled entities;

 Westpac Banking Corporation Group (otherwise referred to as the ‘Overseas Banking Group’) – refers to the total worldwide business of

Westpac Banking Corporation including its controlled entities;

 Westpac Banking Corporation New Zealand Branch (otherwise referred to as the ‘NZ Branch’) – refers to the New Zealand Branch of

Westpac Banking Corporation (trading as Westpac);

 Westpac New Zealand Limited (otherwise referred to as ‘Westpac New Zealand’) – refers to a locally incorporated subsidiary of the

Overseas Bank (carrying on the Overseas Bank’s New Zealand consumer, business and institutional banking operations); and

 Westpac Banking Corporation - New Zealand Banking Group (otherwise referred to as the ‘NZ Banking Group’) – refers to the

New Zealand operations of Westpac Banking Corporation Group including those entities whose business is required to be reported in the

financial statements of the Overseas Banking Group’s New Zealand business. Controlled entities of the NZ Banking Group as at

30 September 2017 are set out in Note 25 Related entities.

Words and phrases not defined in this Disclosure Statement, but defined by the Order, have the meaning given by the Order when used in

this Disclosure Statement.

Corporate information

The Overseas Bank is entered on the register maintained under the Reserve Bank Act 1989 (‘Reserve Bank Act’). The NZ Branch’s head office

is situated at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand and the address for service of process on the

NZ Branch is Westpac on Takutai Square, 53 Galway Street, Auckland, New Zealand.

Overseas Bank

The Overseas Bank was founded in 1817 and was incorporated in 1850 pursuant to the Bank of New South Wales Act 1850. In 1982 the

Overseas Bank acquired The Commercial Bank of Australia Limited and the Overseas Bank changed its name to Westpac Banking Corporation.

On 23 August 2002, the Overseas Bank registered as a public company limited by shares under the Australian Corporations Act 2001 and as of

that date the Bank of New South Wales Act 1850 ceased to apply. The Overseas Bank provides a broad range of banking and financial services,

including consumer, business and institutional banking and wealth management services.

The Overseas Bank’s principal office and address for service of process is Level 20 Westpac Place, 275 Kent Street, Sydney, New South Wales

2000, Australia.

Limits on material financial support by the ultimate parent bank

In late 2014, the Australian Prudential Regulation Authority (‘APRA’) initiated a process to reduce Australian bank non-equity exposures to

their respective New Zealand banking subsidiaries and branches, so that these non-equity exposures are minimised during ordinary times. On

19 November 2015, APRA informed the Overseas Bank that its Extended Licensed Entity (‘ELE’) non-equity exposures to New Zealand

banking subsidiaries is to transition to be below a limit of 5% of the Overseas Bank’s Level 1 Tier 1 capital.

The ELE consists of the Overseas Bank and its subsidiary entities that have been approved by APRA to be included in the ELE for the

purposes of measuring capital adequacy.

APRA has allowed a period of five years commencing on 1 January 2016 to transition to be less than the 5% limit. Exposures for the purposes

of this limit include all committed, non-intraday, non-equity exposures including derivatives and off-balance sheet exposures. Further, APRA

imposed two conditions over the transition period – the percentage excess above the 5% limit as at 30 June 2015, is to reduce by at least one

fifth by the end of each calendar year over the transition period, and the absolute amount of routine New Zealand non-equity exposure is not

to increase from the 30 June 2015 level until the Overseas Bank is, and expects to remain, below the 5% limit. For the purposes of assessing

this exposure, the 5% limit excludes equity investments and holdings of capital instruments in New Zealand banking subsidiaries.

While the limit and associated conditions do not apply to the ELE’s non-equity exposures to the NZ Branch (which is within the ELE), the limit

and associated conditions do apply to the NZ Branch’s non-equity exposures to the rest of the NZ Banking Group other than Westpac New

Zealand Group Limited. As at 30 September 2017, the ELE’s non-equity exposures to New Zealand banking subsidiaries affected by the limit

was below 5% of Level 1 Tier 1 capital of the Overseas Bank.

APRA has also confirmed the terms on which the Overseas Bank ‘may provide contingent funding support to a New Zealand banking

subsidiary during times of financial stress’. APRA has confirmed that, at this time, only covered bonds meet its criteria for contingent funding

arrangements.



Westpac Banking Corporation - New Zealand Banking Group 2

General information (continued)

Registered bank: Directorate

Directors

The Directors of the Overseas Bank (‘Board’) at the time this Disclosure Statement was signed were:





Name: Lindsay Philip Maxsted, DipBus (Gordon), FCA, FAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Chairman of Transurban Holdings

Limited, Transurban Infrastructure Management Limited and

Transurban International Limited. Managing Director of Align

Capital Pty Ltd. Director of BHP Billiton Limited, BHP Billiton plc,

Align Investments Pty Ltd, Baker Heart and Diabetes Institute,

Belmont Pty Ltd, Centip Pty Ltd, Continuum Investments Pty Ltd,

Jacobite Investments Pty Ltd and 139 Pty Ltd. Member of the

Coolmore Australia Advisory Board.

Name: Brian Charles Hartzer, BA, CFA

Non-executive: No

Country of Residence: Australia

Primary Occupation: Managing Director & Chief Executive Officer,

Westpac Banking Corporation

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: No

External Directorships: Director of Australian Bankers’

Association Incorporated and The Financial Markets Foundation

for Children, Chairman of The Australian National University

Business and Industry Advisory Board.

Name: Nerida Frances Caesar, BCom, MBA, GAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Director of Genome.One Pty Ltd, TNCJ

Pty Limited and C A J Caesar Pty Ltd. Member of the Australian

Government’s FinTech Advisory Group.

Name: Ewen Graham Wolseley Crouch AM, BEc (Hons.), LLB, FAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Director of BlueScope Steel Limited,

Sydney Symphony Orchestra Holdings Pty Limited, Sydney

Symphony Limited, Jawun, NCNC Funds Limited, Wersley

Investments Pty Limited and Wersley Pty Limited. Member of the

Law Committee of the Australian Institute of Company Directors,

the Corporations Committee of the Law Council of Australia and

the Commonwealth Remuneration Tribunal.

Name: Catriona Alison Deans, BA, MBA, GAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Director of Cochlear Limited, kikki.K

Holdings Pty Ltd, Chessholme Pty Ltd, SCEGGS Darlinghurst

Limited, The SCEGGS Endowment Fund Limited, The SCEGGS

Overseas Aid Fund Limited and Ascog Pty Ltd. Investment

Committee member of the CSIRO Innovation Fund (Main

Sequence Ventures) and Senior Advisor to McKinsey & Company.

Name: Craig William Dunn, BCom, FCA

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: No

Independent Director: Yes

External Directorships: Chairman of Stone and Chalk Limited,

The Australian Ballet, the Australian Government’s Fintech

Advisory Group and the International Standards Technical

Committee on Blockchain and Distributed Ledger Technologies

(ISO/TC 307). Director of Telstra Corporation Limited, Amiala Pty

Ltd, Carringbush Consulting Services Pty Ltd, Financial Literacy

Australia Limited and the Australian Government’s Financial

Literacy Board. Board Member of Jobs for New South Wales.

Member of the Australian Securities and Investments

Commission’s External Advisory Panel and the New South Wales

Government’s Quantum Computing Fund Advisory Panel.

Consultant to King & Wood Mallesons.



Westpac Banking Corporation - New Zealand Banking Group 3

General information (continued)


Changes to Directorate

Elizabeth Blomfield Bryan ceased to be a director on 9 December 2016. Nerida Frances Caesar was appointed to the Board effective 1

September 2017. There have been no other changes in the composition of the Overseas Bank’s Board since 30 September 2016.

Chief Executive Officer, NZ Branch

Name: Karen Lee Ann Silk, B.Com

Country of Residence: New Zealand

Primary Occupation: Chief Executive Officer, NZ Branch

Secondary Occupations: General Manager, Commercial Corporate and Institutional, Westpac New Zealand

External Directorships: Director of Waianiwa Pastoral Limited, Payments NZ Limited (alternate Director), Sustainable Business Council

Responsible person

All the current Directors named above have authorised in writing David Alexander McLean, Chief Executive, Westpac New Zealand to sign this

Disclosure Statement on the Directors’ behalf in accordance with section 82 of the Reserve Bank Act.

Name: David Alexander McLean, LLB (Hons.)

Country of Residence: New Zealand

Primary Occupation: Chief Executive, Westpac New Zealand

Secondary Occupations: None

Address for communications

All communications may be sent to the Directors, the Chief Executive Officer, NZ Branch and the Responsible Person at the head office of the

NZ Branch at Westpac on Takutai Square, 16 Takutai Square, Auckland 1010, New Zealand.

Conflicts of interest policy

The Board follows a procedure to ensure that conflicts and potential conflicts of interest between the Directors’ duty to the Overseas Bank and

their personal, professional or business interests are avoided or dealt with. Accordingly, each Director must:

(i) give notice to the Board of any direct or indirect interest in any contract, proposed contract or other matter with the Overseas Bank as

soon as practicable after the relevant facts have come to that Director’s knowledge. Alternatively, a Director may give to the Board a

general notice to the effect that the Director is to be regarded as interested in any present or prospective contract or other matter between

the Overseas Bank and a person or persons specified in that notice; and

(ii) in relation to any matter that is to be considered at a Directors’ meeting in which that Director has a material personal interest, not vote on

the matter nor be present while the matter is being considered at the meeting (unless the remaining Directors have previously resolved to

the contrary).

Name: Robert George Elstone, BA (Hons.), MA (Econ.), MCom

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Director of R & S Elstone Pty Ltd,

Elstone Investments Pty Limited and R Elstone Pty Limited. Board

Member of the University of Western Australia Business School.

Adjunct Professor of the University of Western Australia Business

School and University of Sydney School of Business.

Name: Peter John Oswin Hawkins, BCA (Hons.), SF Fin, FAIM, ACA

(NZ), FAICD

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes

Independent Director: Yes

External Directorships: Director of Mirvac Funds Limited, Mirvac

Limited, Liberty Financial Pty Ltd, Crestone Holdings Limited,

Liberty Fiduciary Ltd, Joshawk Investments Pty Ltd, Lynter

Investments Pty Ltd, LFI Group Pty Ltd, Minerva Financial Group

Pty Limited and Petlyn Holdings Pty Ltd.

Name: Peter Ralph Marriott, BEc (Hons.), FCA

Non-executive: Yes

Country of Residence: Australia

Primary Occupation: Director

Secondary Occupations: None

Board Audit Committee Member: Yes, Chairman

Independent Director: Yes

External Directorships: Director of ASX Limited, ASX Settlement

Corporation Limited, Austraclear Limited, ASX Clear (Futures) Pty

Limited, ASX Clear Pty Limited, ASX Clearing

Corporation Limited,

ASX Settlement Pty Limited, P. & E. Marriott Investments Pty Ltd,

P. & E. Marriott Holdings Pty Ltd and P. & E. Marriott Pty Ltd.

Member of the Review Panel & Policy Council of the Banking &

Finance Oath.



Westpac Banking Corporation - New Zealand Banking Group 4

General information (continued)

Interested transactions

There have been no transactions entered into by any Director, the Chief Executive Officer, NZ Branch, or any immediate relative or close business

associate of any Director or the Chief Executive Officer, NZ Branch, with the Overseas Bank, or any member of the NZ Banking Group:

(a) on terms other than on those that would, in the ordinary course of business of the Overseas Bank or any member of the NZ Banking

Group, be given to any other person of like circumstances and means; or

(b) which could be reasonably likely to influence materially the exercise of the Directors’, or the Chief Executive Officer, NZ Branch’s duties.

Auditor

PricewaterhouseCoopers

PricewaterhouseCoopers Tower

188 Quay Street

Auckland

New Zealand

Credit ratings

The Overseas Bank has the following credit ratings with respect to its long-term senior unsecured obligations, including obligations payable in

New Zealand in New Zealand dollars as at the date this Disclosure Statement was signed:

Rating Agency

Current Credit Rating Rating Outlook

Fitch Ratings AA- Stable

Moody’s Investors Service (‘Moody’s’)

Aa3 Stable

S&P Global Ratings (‘S&P’)

AA- Negative


On 19 June 2017, Moody’s downgraded the Overseas Bank’s credit rating to Aa3. The downgrade followed Moody’s revision of the Australian

Macro Profile to “Strong +” from “Very Strong -”. At the same time, Moody’s revised the outlook to ‘stable’ from ‘negative’.

Descriptions of credit rating scales

1


Fitch Ratings Moody’s S&P

The following grades display investment grade characteristics:


Capacity to meet financial commitments is extremely strong. This is the highest

issuer credit rating.

AAA Aaa AAA

Very strong capacity to meet financial commitments.

AA Aa AA

Strong capacity to meet financial commitments although somewhat susceptible to

adverse changes in economic, business or financial conditions.

A A A

Adequate capacity to meet financial commitments, but adverse business or

economic conditions are more likely to impair this capacity.

BBB Baa BBB

The following grades have predominantly speculative characteristics:


Significant ongoing uncertainties exist which could affect the capacity to meet

financial commitments on a timely basis.

BB Ba BB

Greater vulnerability and therefore greater likelihood of default. B B B

Likelihood of default now considered a real possibility. Capacity to meet financial

commitments is dependent on favourable business, economic and financial

conditions.

CCC Caa CCC

Highest risk of default. CC to C Ca CC

Obligations currently in default. RD to D C SD to D


1

This is a general description of the rating categories based on information published by Fitch Ratings, Moody’s and S&P.


Credit ratings by Fitch Ratings and S&P may be modified by a plus (higher end) or minus (lower end) sign to show relative standing within the

major categories. Moody’s apply numeric modifiers 1 (higher end), 2 or 3 (lower end) to ratings from Aa to Caa to show relative standing within the

major categories.

The Overseas Bank’s current position is at the lower end of the credit rating scale indicated in bold.



Westpac Banking Corporation - New Zealand Banking Group 5

General information (continued)

Disclosure statements of the NZ Banking Group and the financial statements of the Overseas Bank and the Overseas

Banking Group

Disclosure Statements of the NZ Banking Group for the last five years are available, free of charge, at the internet address www.westpac.co.nz. A

printed copy will also be made available, free of charge, upon request and will be dispatched by the end of the second working day after the day

on which the request is made.

The most recently published financial statements of the Overseas Bank and the Overseas Banking Group are for the year ended 30 September

2017 and can be accessed at the internet address www.westpac.com.au.

Historical summary of financial statements

Year Ended

Year Ended Year Ended Year Ended Year Ended

$ millions30-Sep-17

30-Sep-16 30-Sep-15 30-Sep-14 30-Sep-13

Income statement

Interest income

3,981

4,172 4,451 4,037 3,801

Interest expense

(2,193)

(2,398) (2,670) (2,447) (2,223)

Net interest income1,788

1,774 1,781 1,590 1,578

Non-interest income

625

588 590 678 586

Net operating income before operating expenses and impairment2,413

2,362 2,371 2,268 2,164

Operating expenses

(1,006)

(953) (943) (868) (877)

Impairment benefits/(charges)

76

(73) (47) (26) (105)

Profit before income tax1,483

1,336 1,381 1,374 1,182

Income tax expense

(424)

(373) (375) (355) (327)

Net profit for the year1,059

963 1,006 1,019 855

Net profit for the year attributable to:

Head office account and owners of the NZ Banking Group

1,059

963 1,003 1,016 852

Non-controlling interests

-

- 3 3 3

1,059


963 1,006 1,019 855

Dividends paid on ordinary share capital(316)

(111) (159) (251) (327)

Dividends paid on convertible debentures (net of tax)-

- - - (66)

Balance sheet

Total assets

95,666

93,358 88,861 81,678 77,554

Total individually impaired assets

173

222 282 346 573

Total liabilities

87,835

86,321 82,668 76,179 72,757

Total head office account

2,040

1,913 1,824 1,750 1,639

Total equity

7,831

7,037 6,193 5,499 4,797

NZ Banking Group


The amounts for the years ended 30 September have been extracted from the audited financial statements of the NZ Banking Group.

Guarantee arrangements

No material obligations of the Overseas Bank that relate to the NZ Branch are guaranteed as at the date this Disclosure Statement was signed.

Ranking of local creditors in liquidation

There are material legislative restrictions in Australia (being the Overseas Bank’s country of incorporation) which subordinate the claims of certain

classes of unsecured creditors of the NZ Branch on the assets of the Overseas Bank (including a claim made or proved in an insolvent winding-up

or liquidation of the Overseas Bank) to those of other classes of unsecured creditors of the Overseas Bank.

The legislation described below is relevant to limitations on possible claims made by unsecured creditors of the NZ Branch (together with all other

senior unsecured creditors of the Overseas Bank) and New Zealand depositors on the assets of the Overseas Bank (including a claim made or

proved in an insolvent winding-up or liquidation of the Overseas Bank) relative to those of certain other classes of unsecured creditors of the

Overseas Bank.

Section 13A(3) of the Banking Act 1959 of Australia (‘Australian Banking Act’) provides that if an authorised deposit-taking institution (‘ADI’)

becomes unable to meet its obligations or suspends payment, the assets of the ADI in Australia are to be available to satisfy the liabilities of the

ADI in the following order:

 first, certain obligations of the ADI to APRA (if any) arising under Division 2AA of Part II of the Australian Banking Act in respect of

amounts payable by APRA to holders of ‘protected accounts’ (as defined in the Australian Banking Act) as part of the Financial Claims

Scheme (‘FCS’) for the Australian government guarantee of ‘protected accounts’ (including most deposits) up to A$250,000 in the

winding-up of the ADI;

 second, APRA’s costs (if any) in exercising its powers and performing its functions relating to the ADI in connection with the FCS;

 third, the ADI’s liabilities (if any) in Australia in relation to ‘protected accounts’ that account-holders keep with the ADI;

 fourth, the ADI’s debts (if any) to the Reserve Bank of Australia;

 fifth, the ADI’s liabilities (if any) under an emergency financial ‘industry support contract’ that is certified by APRA in accordance with the

Australian Banking Act; and

 sixth, the ADI’s other liabilities (if any) in the order of their priority apart from the above.






Westpac Banking Corporation - New Zealand Banking Group 6

General information (continued)

Section 13A(3) of the Australian Banking Act affects all unsecured liabilities of the NZ Branch, which, as at 30 September 2017, amounted to

$11,494 million (30 September 2016: $11,339 million).

Section 13A(4) of the Australian Banking Act also provides that it is an offence for an ADI not to hold assets (other than goodwill and any assets or

other amount excluded by the prudential standards) in Australia of a value that is equal to or greater than the total amount of its deposit liabilities in

Australia, unless APRA has authorised the ADI to hold assets of a lesser value. During the year ended 30 September 2017, the Overseas Bank

has at all times held assets (other than goodwill) in Australia of not less than the value of the Overseas Bank’s total deposit liabilities in Australia.

Under section 16 of the Australian Banking Act, on the winding-up of an ADI, APRA’s cost of being in control of an ADI’s business, or having an

administrator in control of an ADI’s business, is a debt due to APRA. Debts due to APRA shall have, subject to section 13A(3) of the Australian

Banking Act, priority over all other unsecured debts of that ADI.

The requirements of the above provisions have the potential to impact on the management of the liquidity of the NZ Banking Group.

Other material matters

Certain matters relating to the business or affairs of the Overseas Bank and the NZ Banking Group have been disclosed on the New Zealand

and/or Australian stock exchanges.

There are no other matters relating to the business or affairs of the Overseas Bank and the NZ Banking Group which are not contained elsewhere

in the Disclosure Statement and which would, if disclosed, materially affect the decision of a person to subscribe for debt securities of which the

Overseas Bank or any member of the NZ Banking Group is the issuer.

Conditions of registration

The registration of Westpac Banking Corporation (the ‘registered bank’) in New Zealand is subject to the following conditions, which applied from

1 October 2016:

1. That the Banking Group does not conduct any non-financial activities that in aggregate are material relative to its total activities.

In this condition of registration, the meaning of ‘material’ is based on generally accepted accounting practice.

2. That the Banking Group's insurance business is not greater than 1% of its total consolidated assets.

For the purposes of this condition of registration, the Banking Group’s insurance business is the sum of the following amounts for entities

in the Banking Group:

(a) if the business of an entity predominantly consists of insurance business and the entity is not a subsidiary of another entity in the

Banking Group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the

total consolidated assets of the group headed by the entity; and

(b) if the entity conducts insurance business and its business does not predominantly consist of insurance business and the entity is not a

subsidiary of another entity in the Banking Group whose business predominantly consists of insurance business, the amount of the

insurance business to sum is the total liabilities relating to the entity’s insurance business plus the equity retained by the entity to meet

the solvency or financial soundness needs of its insurance business.

In determining the total amount of the Banking Group’s insurance business:

(a) all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and

(b) if products or assets of which an insurance business is comprised also contain a non-insurance component, the whole of such

products or assets must be considered part of the insurance business.

For the purposes of this condition of registration:

 ‘insurance business’ means the undertaking or assumption of liability as an insurer under a contract of insurance;

 ‘insurer’ and ‘contract of insurance’ have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act

2010.

3. That the business of the registered bank in New Zealand does not constitute a predominant proportion of the total business of the

registered bank.

4. That no appointment to the position of the New Zealand Chief Executive Officer of the registered bank shall be made unless:

(a) the Reserve Bank of New Zealand (‘Reserve Bank’) has been supplied with a copy of the curriculum vitae of the proposed appointee;

and

(b) the Reserve Bank has advised that it has no objection to that appointment.

5. That Westpac Banking Corporation complies with the requirements imposed on it by the Australian Prudential Regulation Authority.

6. That Westpac Banking Corporation complies with the following minimum capital adequacy requirements, as administered by the

Australian Prudential Regulation Authority:

(a) Common Equity Tier 1 capital of Westpac Banking Corporation is not less than 4.5% of risk-weighted exposures;

(b) Tier 1 capital of Westpac Banking Corporation is not less than 6% of risk-weighted exposures; and

(c) Total capital of Westpac Banking Corporation is not less than 8% of risk-weighted exposures.

7. That liabilities of the registered bank in New Zealand, net of amounts due to related parties (including amounts due to a subsidiary or

affiliate of the registered bank), do not exceed $15 billion.

8. That the retail deposits of the registered bank in New Zealand do not exceed $200 million. For the purposes of this condition retail

deposits are defined as deposits by natural persons, excluding deposits with an outstanding balance which exceeds $250,000.

9. That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new

mortgage lending amount in respect of property-investment residential mortgage loans with a loan-to-valuation ratio of more than 60%,

must not exceed 5% of the total of the qualifying new mortgage lending amount in respect of property-investment residential mortgage

loans arising in the loan-to-valuation measurement period.



Westpac Banking Corporation - New Zealand Banking Group 7

General information (continued)

10. That, for a loan-to-valuation measurement period, the total of the business of the registered bank in New Zealand’s qualifying new

mortgage lending amount in respect of non property-investment residential mortgage loans with a loan-to-valuation ratio of more than

80%, must not exceed 10% of the total of the qualifying new mortgage lending amount in respect of non property-investment residential

mortgage loans arising in the loan-to-valuation measurement period.

11. That the business of the registered bank in New Zealand must not make a residential mortgage loan unless the terms and conditions of

the loan contract or the terms and conditions for an associated mortgage require that a borrower obtain the registered bank’s agreement

before the borrower can grant to another person a charge over the residential property used as security for the loan.

In these conditions of registration:

 ‘Banking Group’—

means the New Zealand business of the registered bank and its subsidiaries as required to be reported in group financial statements

for the group’s New Zealand business under section 461B(2) of the Financial Markets Conduct Act 2013.

 ‘business of the registered bank in New Zealand’—

means the New Zealand business of the registered bank as defined in the requirement for financial statements for New Zealand

business in section 461B(1) of the Financial Markets Conduct Act 2013.

 ‘generally accepted accounting practice’—

has the same meaning as in section 8 of the Financial Reporting Act 2013.

 ‘liabilities of the registered bank in New Zealand’—

means the liabilities that the registered bank would be required to report in financial statements for its New Zealand business if section

461B(1) of the Financial Markets Conduct Act 2013 applied.

 In conditions of registration 9 to 11,—

“loan-to-valuation ratio”, “non property-investment residential mortgage loans”, property-investment residential mortgage loans”,

“qualifying new mortgage lending amount in respect of property-investment residential mortgage loans” and “residential mortgage

loan” have the same meaning as in the Reserve Bank document entitled “Framework for Restrictions on High-LVR Residential

Mortgage Lending” (BS19) dated October 2016, where the version of the Reserve Bank document “Capital Adequacy Framework

(Standardised Approach)” (BS2A) referred to in BS19 for the purpose of defining these terms is that dated November 2015; and

‘loan-to-valuation measurement period’ means a period of six calendar months ending on the last day of the sixth calendar month,

the first of which ends on the last day of March 2017.

Changes to conditions of registration

There have been no changes to the conditions of registration imposed on the Overseas Bank in New Zealand since 30 June 2017.

Westpac New Zealand conditions of registration

On 10 February 2017, the Reserve Bank issued Westpac New Zealand with a notice under section 95 of the Reserve Bank Act, requiring

Westpac New Zealand to obtain an independent review of its compliance with advanced internal rating-based aspects of the Reserve Bank’s

‘Capital Adequacy Framework (Internal Models Based Approach) (BS2B)’ (‘BS2B’) (‘Section 95 Review’). Westpac New Zealand has

disclosed non-compliance with BS2B (compliance with which is a condition of registration for Westpac New Zealand) in its disclosure

statements since September 2016. In response to the Section 95 Review the Reserve Bank has amended Westpac New Zealand’s conditions

of registration with effect from 31 December 2017, increasing the minimum total capital ratio, tier 1 capital ratio and common equity tier 1

capital ratio for Westpac New Zealand and its controlled entities by 2%. Westpac New Zealand has also undertaken to the Reserve Bank to

maintain the total capital ratio for Westpac New Zealand and its controlled entities above 15.1%. As at 30 September 2017, the total capital

ratio for Westpac New Zealand and its controlled entities is 16.1%.

These matters have no impact on the compliance by the Overseas Bank with its conditions of registration.












Westpac Banking Corporation - New Zealand Banking Group 8

Directors’ and the Chief Executive Officer, NZ Branch’s statement

Each Director of the Overseas Bank and the Chief Executive Officer, NZ Branch, believe, after due enquiry, that, as at the date on which this

Disclosure Statement is signed, the Disclosure Statement:

(a) contains all information that is required by the Order; and

(b) is not false or misleading.


Each Director of the Overseas Bank and the Chief Executive Officer, NZ Branch, believe, after due enquiry, that, over the year ended 30

September 2017:

(a) the Overseas Bank has complied with all conditions of registration imposed on it pursuant to section 74 of the Reserve Bank Act; and

(b) the NZ Branch and other members of the NZ Banking Group had systems in place to monitor and control adequately the material risks of

relevant members of the NZ Banking Group, including credit risk, concentration of credit risk, interest rate risk, currency risk, equity risk,

liquidity risk and other business risks, and that those systems were being properly applied. For this purpose, a relevant member of the NZ

Banking Group means a member of the NZ Banking Group that is not a member of Westpac New Zealand’s banking group.

Refer to Note 36 of the financial statements for further detail regarding the entities which had systems in place to monitor and control the

material risks of relevant members of NZ Banking Group.


The Disclosure Statement has been signed on behalf of all of the Directors by David Alexander McLean, Chief Executive, Westpac New Zealand,

and Karen Lee Ann Silk, Chief Executive Officer, NZ Branch.






David Alexander McLean






Karen Lee Ann Silk





Dated this 6

th

day of December 2017










Westpac Banking Corporation - New Zealand Banking Group 9

Income statement for the years ended 30 September


Year Ended Year Ended

$ millionsNote30-Sep-17 30-Sep-16

Interest income23,981 4,172

Interest expense

2

(2,193) (2,398)

Net interest income1,788 1,774

Non-interest income3625 588

Net operating income before operating expenses and impairment2,413 2,362

Operating expenses4(1,006) (953)

Impairment benefits/(charges)

6

76 (73)

Profit before income tax1,483 1,336

Income tax expense 7(424) (373)

Net profit for the year 1,059 963

NZ Banking Group


The above income statement should be read in conjunction with the accompanying notes.


Statement of comprehensive income for the years ended 30 September

Year Ended


Year Ended

$ millions

30-Sep-17

30-Sep-16

Net profit for the year1,059 963

Other comprehensive income/(expense)

Items that may be reclassified subsequently to profit and loss

Gains/(losses) on available-for-sale securities:

Recognised in equity11 (21)

Gains/(losses) on cash flow hedging instruments:

Recognised in equity(58) (117)

Transferred to income statement104 133

Income tax on items taken to or transferred from equity:

Available-for-sale securities reserve(3) 6

Cash flow hedging reserve (13) (4)

Items that will not be reclassified subsequently to profit or loss

Remeasurement of defined benefit obligation recognised in equity (net of tax)10 (5)

Other comprehensive income/(expense) for the year (net of tax)

51

(8)

Total comprehensive income for the year1,110

955

NZ Banking Group


The above statement of comprehensive income should be read in conjunction with the accompanying notes.



Westpac Banking Corporation - New Zealand Banking Group 10

Balance sheet as at 30 September

$ millions

Note

2017

2016

Assets

Cash and balances with central banks

1,761

1,472

Receivables due from other financial institutions9

471

844

Other assets10

423

333

Trading securities and financial assets designated at fair value11

3,949

4,035

Derivative financial instruments26

3,420

4,838

Available-for-sale securities12

4,087

3,790

Loans13,14

77,681

75,582

Life insurance assets

304

269

Due from related entities25

2,623

1,218

Property and equipment

146

161

Deferred tax assets15

136

166

Intangible assets16

665

650

Total assets95,666

93,358

Liabilities

Payables due to other financial institutions18

1,043

616

Other liabilities19

635

590

Deposits and other borrowings20

58,998

58,791

Other financial liabilities at fair value through income statement21

302

576

Derivative financial instruments 26

3,475

6,236

Due to related entities25

3,646

3,525

Debt issues22

16,729

14,727

Current tax liabilities

88

70

Provisions23

97

99

Loan capital24

2,822

1,091

Total liabilities87,835

86,321

Net assets7,831

7,037

Head office account

Branch capital

1,300

1,300

Retained profits

740

613

Total head office account2,040

1,913

NZ Banking Group equity

Share capital

143

143

Retained profits

5,712

5,086

Reserves

(64)

(105)

Total NZ Banking Group equity5,791

5,124

Total equity attributable to the owners of the NZ Banking Group7,831

7,037

Interest earning and discount bearing assets

90,225

86,427

Interest and discount bearing liabilities

77,611

73,743

NZ Banking Group


The above balance sheet should be read in conjunction with the accompanying notes.


Signed on behalf of the Board of Directors.




Director Director

6 December 2017 6 December 2017



Westpac Banking Corporation - New Zealand Banking Group 11

Statement of changes in equity for the years ended 30 September


Available-

for-sale Cash Flow

Branch Retained Share Retained Securities Hedging Total

$ millionsCapital Profits Capital Profits Reserve Reserve Equity

As at 1 October 20151,300 524 143 4,328 16 (118) 6,193

Year ended 30 September 2016

Net profit for the year- 89 - 874 - - 963

- - - - (21) (117) (138)

Income tax effect- - - - 6 33 39

Transferred to the income statement- - - - - 133 133

Income tax effect- - - - - (37) (37)

Remeasurement of employee defined

- - - (7) - - (7)

Income tax effect- - - 2 - - 2

Total comprehensive income for the

- 89 - 869 (15) 12 955

Transactions with owners:

Dividends paid on ordinary

shares (refer to Note 25)- - - (111) - - (111)

As at 30 September 20161,300 613 143 5,086 1 (106) 7,037

Year ended 30 September 2017

Net profit for the year- 127 - 932 - - 1,059

Net gains/(losses) from changes-

- - - - 11 (58) (47)

Income tax effect- - - - (3) 16 13

Transferred to the income statement- - - - - 104 104

Income tax effect- - - - - (29) (29)

benefit obligations

- - - 14 - -

14

Income tax effect- - - (4) - -

(4)

Total comprehensive income for the

- 127 - 942 8 33 1,110

Transactions with owners:

Dividends paid on ordinary

shares (refer to Note 25)- - - (316) - - (316)

As at 30 September 20171,300 740 143 5,712 9 (73) 7,831

NZ Banking Group

NZ Branch

year ended 30 September 2016

year ended 30 September 2017

benefit obligations

Net losses from changes in fair value

changes in fair value

Remeasurement of employee defined

Head Office Account

Other members of the NZ Banking Group

Reserves



The above statement of changes in equity should be read in conjunction with the accompanying notes.




Westpac Banking Corporation - New Zealand Banking Group 12

Statement of cash flows for the years ended 30 September

Year Ended Year Ended

$ millionsNote30-Sep-17

30-Sep-16

Cash flows from operating activities

Interest income received3,968 4,198

Interest expense paid(2,182) (2,403)

Non-interest income received641 521

Operating expenses paid(887) (838)

Income tax paid(397) (328)

Cash flows from operating activities before changes in operating assets and liabilities1,143 1,150

Net decrease/(increase) in:

Receivables due from other financial institutions355 (716)

Other assets(17) 3

Trading securities and financial assets designated at fair value11 53

Loans(2,090) (6,107)

Due from related entities(1,689) 1,897

Net increase/(decrease) in:

Payables due to other financial institutions427 (221)

Other liabilities7 (4)

Deposits and other borrowings207 5,805

Other financial liabilities at fair value through income statement(274) 297

Due to related entities849 44

Net movement in external and related entity derivative financial instruments(902) (1,915)

Net cash (used in)/provided by operating activities40(1,973) 286

Cash flows from investing activities

Purchase of available-for-sale securities(533) (652)

Proceeds from available-for-sale securities162 300

Net movement in life insurance assets(35) (4)

Purchase of capitalised computer software(64) (56)

Purchase of property and equipment(31) (25)

Net cash used in investing activities(501) (437)

Cash flows from financing activities

Net movement in due to related entities(437) (305)

Proceeds from debt issues7,490 7,840

Repayments of debt issues(5,698) (6,018)

Issue of loan capital (net of transaction fees)1,706 -

Redemption of loan capital25- (762)

Dividends paid to ordinary shareholders25(316) (111)

Net cash provided by financing activities2,745 644

Net increase in cash and cash equivalents271 493

Cash and cash equivalents at beginning of the year1,530 1,037

Cash and cash equivalents at end of the year401,801 1,530

NZ Banking Group


The above statement of cash flows should be read in conjunction with the accompanying notes. Details of the reconciliation of net cash (used

in)/provided by operating activities to net profit are provided in Note 40.

Notes to the financial statements


Westpac Banking Corporation New Zealand Banking Group 13

Note 1 Financial statement preparation

In these financial statements, reference is made to:

 Westpac Banking Corporation (otherwise referred to as the ‘Overseas Bank’) – refers to the worldwide business of Westpac Banking

Corporation excluding its controlled entities;

 Westpac Banking Corporation Group (otherwise referred to as the ‘Overseas Banking Group’) – refers to the total worldwide business of

Westpac Banking Corporation including its controlled entities;

 Westpac Banking Corporation New Zealand Branch (otherwise referred to as the ‘NZ Branch’) – refers to the New Zealand Branch of

Westpac Banking Corporation (trading as Westpac);

 Westpac New Zealand Limited (otherwise referred to as ‘Westpac New Zealand’) – refers to a locally incorporated subsidiary of the

Overseas Bank (carrying on the Overseas Bank’s New Zealand consumer, business and institutional banking operations); and

 Westpac Banking Corporation - New Zealand Banking Group (otherwise referred to as the ‘NZ Banking Group’) – refers to the

New Zealand operations of Westpac Banking Corporation Group including those entities whose business is required to be reported in the

financial statements of the Overseas Banking Group’s New Zealand business.

These financial statements are for the NZ Banking Group.

These financial statements were authorised for issue by the Overseas Bank’s Board of Directors (the ‘Board’) on 6 December 2017. The Board

has the power to amend the financial statements after they are authorised for issue.

The principal accounting policies are set out below and in the relevant notes to the financial statements. These policies have been consistently

applied to all the years presented, unless otherwise stated.

a. Basis of preparation

(i) Basis of accounting

These financial statements are general purpose financial statements prepared in accordance with:

 the requirements of the Financial Markets Conduct Act 2013; and

 the Registered Bank Disclosure Statements (Overseas Incorporated Registered Banks) Order 2014 (‘Order’).

These financial statements comply with Generally Accepted Accounting Practice, applicable New Zealand equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and other authoritative pronouncements of the External Reporting Board, as appropriate for for-profit entities.

These financial statements also comply with International Financial Reporting Standards, as issued by the International Accounting Standards

Board (‘I ASB’).

All amounts in these financial statements have been rounded to the nearest million dollars unless otherwise stated.

(ii) Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by applying fair value accounting to available-for-

sale securities and financial assets and liabilities (including derivative instruments) measured at fair value through income statement or in other

comprehensive income. The going concern concept has been applied.

(iii) Comparative revisions

Comparative information has been revised where appropriate to conform to changes in presentation in the current year and to enhance

comparability. Where there has been a material restatement of comparative information the nature of, and the reason for, the restatement is

disclosed in the relevant note.

(iv) Changes in accounting standards

No new accounting standards or amendments have been adopted for the year ended 30 September 2017.

b. Basis of aggregation

The NZ Banking Group as at 30 September 2017 has been aggregated by combining the sum of the capital and reserves of the NZ Branch, and

the consolidated capital and reserves of Westpac New Zealand Group Limited, BT Financial Group (NZ) Limited, Westpac Financial Services

Group-NZ-Limited, Westpac Group Investment-NZ-Limited, Capital Finance New Zealand Limited and their subsidiaries (including structured

entities) and Hastings Forestry Investments Limited. For New Zealand entities acquired by the Overseas Banking Group, capital and reserves at

acquisition are netted and recognised as capital contributed to the NZ Banking Group.

Subsidiaries (including structured entities) are those entities over which the members of the NZ Banking Group have control. Control exists when it

is exposed to, or has rights to, variable returns from the subsidiaries, and has the ability to affect those returns through its power over the entities.

All transactions between entities within the NZ Banking Group are eliminated. Subsidiaries are fully consolidated from the date on which control

commences and are de-consolidated from the date that control ceases.

(i) Business combinations

Business combinations are accounted for using the acquisition method of accounting. Acquisition cost is measured as the aggregate of the fair

value at the date of acquisition of the assets given, equity instruments issued or liabilities incurred or assumed. Acquisition-related costs are

expensed as incurred (except for those costs arising on the issue of equity instruments which are recognised directly in equity).

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at fair value on the

acquisition date. Goodwill is measured as the excess of the acquisition cost, the amount of any non-controlling interest and the fair value of any

previous NZ Banking Group’s equity interest in the acquiree, over the fair value of the identifiable net assets acquired.

(ii) Foreign currency translation

Functional and presentational currency

The consolidated financial statements are presented in New Zealand dollars which is the NZ Banking Group’s functional and presentation

currency.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 14

Note 1 Financial statement preparation (continued)

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of

monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other

comprehensive income for qualifying cash flow hedges.

(iii) Head office account, share capital and reserves

Head office account - Branch capital

Branch capital comprises funds provided by the Overseas Bank. It is non-interest bearing and there is no fixed date for repatriation.

Ordinary shares

Ordinary shares are recognised at the amount paid up per ordinary share, net of directly attributable issue costs.

Available-for-sale securities reserve

This comprises the changes in the fair value of available-for-sale securities, net of tax. These changes are transferred to non-interest income in

the income statement when the asset is either disposed of or impaired.

Cash flow hedging reserve

This comprises the fair value gains and losses associated with the effective portion of designated cash flow hedging instruments, net of tax.

c. Financial assets and financial liabilities

(i) Recognition

Purchases and sales of financial assets, except for loans and receivables, are recognised on trade-date; the date on which the NZ Banking Group

commits to purchase or sell the asset. Loans and receivables are recognised on settlement date, when cash is advanced to the borrowers.

Financial liabilities are recognised when an obligation arises.

(ii) Classification and measurement

The NZ Banking Group classifies its significant financial assets in the following categories: cash and balances with central banks, receivables

due from other financial institutions, trading securities and financial assets designated at fair value, derivative financial instruments, available-

for-sale securities, loans, life insurance assets and due from related entities. The NZ Banking Group has not classified any of its financial

assets as held-to-maturity investments.

The NZ Banking Group classifies its significant financial liabilities in the following categories: payables due to other financial institutions,

deposits and other borrowings, other financial liabilities at fair value through income statement, derivative financial instruments, due to related

entities, debt issues and loan capital.

Financial assets and financial liabilities measured at fair value through income statement are recognised initially at fair value. All other financial

assets and financial liabilities are recognised initially at fair value plus directly attributable transaction costs.

The accounting policy for each category of financial asset or financial liability mentioned above is set out in the note for the relevant item.

The NZ Banking Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 27.

(iii) Derecognition

Financial assets are derecognised when the rights to receive cash flows from the asset have expired, or when the NZ Banking Group has either

transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full under a ‘pass

through’ arrangement and transferred substantially all the risks and rewards of ownership.

There may be situations where the NZ Banking Group has partially transferred the risks and rewards of ownership but has neither transferred nor

retained substantially all the risks and rewards of ownership. In such situations, the asset continues to be recognised on the balance sheet to the

extent of the NZ Banking Group’s continuing involvement in the asset.

Financial liabilities are derecognised when the obligation is discharged, cancelled or expires. Where an existing financial liability is replaced by

another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, the exchange or

modification is treated as a derecognition of the original liability and the recognition of a new liability, with the difference in the respective carrying

amounts recognised in the income statement.

d. Critical accounting assumptions and estimates

Applying the NZ Banking Group’s accounting policies requires the use of judgment, assumptions and estimates which impact the financial

information. The significant assumptions and estimates used are discussed in the relevant notes below.

 Note 7 Income tax expense

 Note 14 Asset quality

 Note 15 Deferred tax assets

 Note 16 Intangible assets

 Note 27 Fair values of financial assets and financial liabilities

 Note 34 Insurance business

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 15

Note 1 Financial statement preparation (continued)

e. Future developments in accounting standards

The following new standards and interpretations which may have a material impact on the NZ Banking Group have been issued, but are not yet

effective and unless otherwise stated have not been early adopted by the NZ Banking Group:

NZ IFRS 9 Financial Instruments (September 2014) (‘NZ IFRS 9’) will replace NZ IAS 39 Financial Instruments: Recognition and Measurement

(‘NZ IAS 39’). It includes a forward looking ‘expected credit loss’ impairment model, revised classification and measurement model and modifies

the approach to hedge accounting. The standard is effective for the 30 September 2019 year end. The major changes under the standard and

details of the implementation project are outlined below.

Impairment

NZ IFRS 9 introduces a revised impairment model which requires entities to recognise expected credit losses based on unbiased forward looking

information, replacing the existing incurred loss model which only recognises impairment if there is objective evidence that a loss has been

incurred. Key elements of the new impairment model are:

 requires more timely recognition of expected credit losses using a three stage approach. For financial assets where there has been no

significant increase in credit risk since origination, a provision for 12 months expected credit losses is required (stage 1). For financial

assets where there has been a significant increase in credit risk or where the asset is credit impaired, a provision for full lifetime expected

losses is required (stages 2 and 3 respectively);

 expected credit losses are probability-weighted amounts determined by evaluating a range of possible outcomes and taking into account the

time value of money, past events, current conditions and forecasts of future economic conditions. This will involve a greater use of judgment

than the existing impairment model; and

 interest is calculated on the gross carrying amount of a financial asset, except where the asset is credit impaired.

Implementation

The NZ Banking Group has established an NZ IFRS 9 impairment project which will deliver conversion to the new standard effective 1 October

2018.

Models are currently being developed, tested and approved for core portfolios. These models use three main components to determine the

expected credit loss (as well as the time value of money) including:

 Probability of default (‘PD’): the probability that a counterparty will default;

 Loss given default (‘LGD’): the loss that is expected to arise in the event of a default; and

 Exposure at default (‘EAD’): the estimated outstanding amount of credit exposure at the time of the default.

The models use a 12 month timeframe for expected losses in stage 1 and a lifetime timeframe for expected losses in stages 2 and 3. This

incorporates past experience, current conditions and multiple probability-weighted macroeconomic scenarios for reasonably supportable future

economic conditions.

There will be a new governance framework to implement appropriate controls to address the new requirements of NZ IFRS 9 including key areas

of judgment such as the determination of a significant increase in credit risk and the use of forward looking information in future economic

scenarios.

The judgment to determine significant deterioration of credit risk will be based on changes in internally assessed customer risk grades since

origination of the facility. The movement between stages 2 and 3 will be based on whether financial assets are credit-impaired at the reporting

date which is expected to be similar to the individual assessment of impairment for financial assets under the current NZ IAS 39.

New NZ IFRS 9 models will be independently reviewed and validated in accordance with the NZ Banking Group’s model risk policies and

approved by the Credit Risk Estimates Committee. The Board Risk and Compliance Committee (‘BRCC’) will also approve the methodology and

key areas of judgment will be discussed with the Board Audit Committee.

Models and credit risk processes will be further tested during a parallel run prior to adoption to provide a better understanding of the implications of

the new impairment requirements. This includes an evaluation of the effect on the NZ Banking Group’s results as well as validating the controls

and effectiveness of the governance and operational processes.

Classification and measurement

NZ IFRS 9 replaces the classification and measurement model in NZ IAS 39 with a new model that categorises financial assets based on a) the

business model within which the assets are managed, and b) whether the contractual cash flows under the instrument solely represent the

payment of principal and interest. Financial assets will be measured at:

 amortised cost where the business model is to hold the financial assets in order to collect contractual cash flows and those cash flows

represent solely payments of principal and interest;

 fair value through other comprehensive income where the business model is to both collect contractual cash flows and sell financial assets

and the cash flows represent solely payments of principal and interest. Non-traded equity instruments can also be measured at fair value

through other comprehensive income; or

 fair value through profit or loss if they are held for trading or if the cash flows on the asset do not solely represent payments of principal and

interest. An entity can also elect to measure a financial asset at fair value through profit or loss if it eliminates or reduces an accounting

mismatch.

The accounting for financial liabilities is largely unchanged.

Implementation

The NZ Banking Group’s classification and measurement implementation project is in progress including an assessment of business models

and a review of the contractual cash flows across financial asset balances. The NZ Banking Group does not currently expect that there will be

a material change to the classification and measurement of financial instruments as a result of implementing NZ IFRS 9.

Hedging

NZ IFRS 9 will change hedge accounting by increasing the eligibility of both hedged items and hedging instruments and introducing a more

principles-based approach to assessing hedge effectiveness. Adoption of the new hedge accounting model is optional until the IASB

completes its Accounting for Dynamic Risk Management project. Until this time, current hedge accounting under NZ IAS 39 can continue to be

applied.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 16

Note 1 Financial statement preparation (continued)

The NZ Banking Group currently anticipates applying the option to continue hedge accounting under NZ IAS 39, however will implement the NZ

IFRS 7 hedge accounting disclosures as required.

Transition

The impairment and classification and measurement requirements of NZ IFRS 9 will be applied retrospectively by adjusting the opening balance

sheet at the date of initial application, 1 October 2018. There is no requirement to restate comparatives and the NZ Banking Group does not

expect that the comparatives will be restated. However, detailed transitional disclosures will be provided in accordance with the amended

requirements of NZ IFRS 7.

The NZ Banking Group intends to quantify the potential impact of adopting NZ IFRS 9 once it is practical to provide a reliable estimate. We expect

that this will be no later than the September 2018 Disclosure Statement.

NZ IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’) was issued on 3 July 2014 and will be effective for the 30 September

2019 financial year. The standard provides a single comprehensive model for revenue recognition. It replaces NZ IAS 18 Revenue and related

interpretations. The application of NZ IFRS 15 is not expected to have a material impact on the NZ Banking Group.

NZ IFRS 16 Leases (‘NZ IFRS 16’) was issued on 11 February 2016 and will be effective for the 30 September 2020 financial year. The main

changes under the standard are:

 all operating leases of greater than 12 months duration will be required to be presented on balance sheet as a right-of-use asset and lease

liability. The asset and liability will initially be measured at the present value of non-cancellable lease payments and payments to be made

in optional periods where it is reasonably certain that the option will be exercised. Details of the NZ Banking Group’s current lease

obligations are included in Note 29; and

 all leases on balance sheet will give rise to a combination of interest expense on the lease liability and depreciation of the right-of-use

asset.

The standard will result in the recognition of an asset and liability on the balance sheet, however, the quantum of these balances will be

determined by the level of operating lease commitments greater than 12 months duration at adoption and is not yet practicable to determine.

Disclosure Initiative: Amendments to NZ IAS 7 Statement of Cash Flows was issued on 12 May 2016 and will be effective for the 30

September 2018 year end unless early adopted. Comparatives are not required on first application. The standard requires additional

disclosures regarding both cash and non-cash changes in liabilities arising from financing activities. The standard is not expected to have a

material impact on the NZ Banking Group.

NZ IFRS 17 Insurance Contracts was issued on 10 August 2017 and will be effective for the 30 September 2022 year end unless early

adopted. This will replace NZ IFRS 4 Insurance Contracts. The main changes under the standard are:

 the scope of the standard may result in some contracts that are currently “unbundled”, i.e. accounted for separately as insurance and

investment contracts being required to be “bundled” and accounted for as an insurance contract;

 portfolios of contracts (with similar risks which are managed together) will be required to be disaggregated to a more granular level by both

the age of a contract and the likelihood of the contract being onerous in order to determine the recognition of profit over the contract period

(i.e. the contractual service margin). The contractual service margin uses a different basis to recognise profit to the current Margin on

Services approach for life insurance and therefore the pattern of profit recognition is likely to differ;

 risk adjustments, which reflect uncertainties in the amount and timing of future cash flows, are required for both general and life insurance

contracts rather than just general insurance contracts under the current accounting standards;

 the contract boundary, which is the period over which profit is recognised, differs and is determined based on the ability to compel the

policyholder to pay premiums or the substantive obligation to provide coverage/services. For some general insurance contracts (e.g. some

lender mortgage insurance and reinsurance contracts) this may result in the contract boundary being longer. For life insurance, in particular

term renewable contracts, the contract boundary is expected to be shorter. Both will be impacted by different patterns of profit recognition

compared to the current standards;

 a narrower definition of what acquisition costs may be deferred;

 an election to recognise changes in assumptions regarding discount rate in other comprehensive income rather that in profit and loss;

 an election to recognise changes in the fair value of assets supporting policy liabilities in other comprehensive income rather than through

profit and loss;

 reinsurance contracts and the associated liability is to be determined separately to the gross contract liability and may have different

contract boundaries; and

 additional disclosure requirements.


The standard is expected to result in a reduction in the level of deferred acquisition costs, however the quantum of this and the profit and loss

impacts to the NZ Banking Group are not yet practicable to determine.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 17

Note 2 Net interest income

Accounting policy

Interest income and expense for all interest earning financial assets and interest bearing financial liabilities, detailed within the table below, are

recognised using the effective interest rate method. Net income from treasury’s interest rate and liquidity management activities is included in net

interest income.

The effective interest rate method calculates the amortised cost of a financial instrument by discounting the financial instrument’s estimated future

cash receipts or payments to their present value and allocates the interest income or interest expense, including any fees, costs, premiums or

discounts integral to the instrument, over its expected life.

NZ Banking Group

Year Ended

Year Ended

$ millions


Note


30-Sep-17

30-Sep-16


Interest income

Cash and balances with central banks

32 38


Trading securities and financial assets designated at fair value

102 126

Available-for-sale securities157 151


Loans

3,677

3,850

Due from related entities

25

13



7

Total interest income 3,981


4,172


Interest expense

Deposits and other borrowings1,250


1,375



Due to related entities

25

75


79


Debt issues314 324


Loan capital 55 78

Other

1

499

542

Total interest expense 2,193 2,398

Net interest income1,788 1,774


1

Includes the net impact of treasury’s interest rate and liquidity management activities.


Of the amounts noted in total interest income and total interest expense, the amounts related to financial instruments not measured at fair

value through income statement were as follows:

Year Ended

Year Ended

$ millions30-Sep-17 30-Sep-16

Interest income3,872 4,046


Interest expense2,127 2,340

NZ Banking Group


Note 3 Non-interest income

Accounting policy

Fees and commissions

Fees and commission income are recognised as follows:

 Transaction fees are earned for facilitating transactions and are recognised once the transaction is executed;

 Lending fees are primarily earned for the provision of credit and other facilities to customers and are recognised as the services are

provided;

 Other non-risk fee income includes advisory and underwriting fees which are recognised when the related service is completed.

Income which forms an integral part of the effective interest rate of a financial instrument is recognised using the effective interest method and

recorded in interest income (for example, loan origination fees).

Fees from trust and other fiduciary activities

Net funds management fees earned for the ongoing management of customer funds and investments are recognised over the period of

management.

Net life insurance income and change in policy liabilities

Net insurance policy assets relating to life insurance contracts are calculated by using the margin on service methodology in accordance with New

Zealand Society of Actuaries Professional Standard 3 Determination of Life Insurance Policy Liabilities. Under this methodology, planned profit

margins and an estimate of future liabilities are calculated separately for each major product line using applied assumptions at each reporting

date. Profit margins are released in line with the service that has been provided.

Premium income

Life insurance premiums with a regular due date are recognised as revenue on an accrual basis. Premiums with no due date are recognised on a

cash received basis.

Claims expense

Life insurance contract claims are recognised as an expense when the liability has been established.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 18

Note 3 Non-interest income (continued)

Trading income

 Realised and unrealised gains or losses from changes in the fair value of trading assets, liabilities and derivatives are recognised in the

period in which they arise (except day one profits or losses which are deferred, refer to Note 27). Those relating to foreign exchange

related products are recognised in foreign exchange trading income, the remaining gains and losses are recognised in other trading

products income.

 Net income related to Treasury’s interest rate and liquidity management activities is included in net interest income.

Year Ended

Year Ended


$ millions

30-Sep-17

30-Sep-16

Fees and commissions

Transaction fees and commissions

218


189



Lending fees61 64


Other non-risk fee income51

49



Total fees and commissions

330


302



Wealth management and insurance income

Fees from trust and other fiduciary activities47

42


Net life insurance income and change in policy liabilities83


108



Total wealth management and insurance income130



150



Trading income

Foreign exchange trading

118 110



Other trading products40



(6)


Total trading income

158

104


Net ineffectiveness on qualifying hedges (10)

4


Other non-interest income

Share of associate's net profit

5

11


Other12


17


Total other non-interest income17


28


Total non-interest income625

588


NZ Banking Group




Note 4 Operating expenses

NZ Banking Group

Year Ended

Year Ended

$ millions

30-Sep-17 30-Sep-16

Staff expenses

482 465

Operating lease rentals 67

64


Depreciation 46


45

Outsourcing 104

109


Purchased services 166


103

Software amortisation costs 49

64


Related entities - management fees (refer to Note 25) 7

6


Other 85


97

Total operating expenses 1,006

953


Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 19

Note 5 Auditor’s remuneration

Year Ended Year Ended


$'000s 30-Sep-17

30-Sep-16

2,249 2,066

57 54

Total remuneration for audit and other audit related services 2,306 2,120

Other services

3

134

159

Total remuneration for non-audit services 134 159

Total remuneration for audit, other audit related services and non-audit services 2,440 2,279

Audit and audit related services

NZ Banking Group

Audit and review of financial statements

1

Other audit related services

2


1

Fees for the annual audit of the financial statements, the review or other procedures performed on the interim financial statements and Sarbanes-Oxley reporting undertaken in the role of

auditor.

2

Primarily assurance provided on certain financial information performed in the role of auditor, including the issue of comfort letters in relation to debt issuance programmes.

3

Assurance and agreed procedures relating to other regulatory and compliance matters.

The amounts in the table above are presented exclusive of goods and services tax (‘GST’). It is the NZ Banking Group’s policy to engage the

external auditor on assignments additional to their statutory audit duties only if their independence is not either impaired or seen to be impaired,

and where their expertise and experience with the NZ Banking Group is important.

The external auditor also provides audit and non-audit services to non-consolidated entities, including non-consolidated trusts of which a member

of the NZ Banking Group is manager or responsible entity and non-consolidated superannuation funds or pension funds. During the year ended

30 September 2017, the fees in respect of these services were approximately $562,100 (30 September 2016: $582,000).

Note 6 Impairment (benefits)/charges

Accounting policy

At each balance sheet date, the NZ Banking Group assesses whether there is any objective evidence of impairment of its loan portfolio. An

impairment charge is recognised if there is objective evidence that principal or interest repayments may not be recoverable and when the

financial impact of the non-recoverable loan can be reliably measured.

Objective evidence of impairment could include a breach of contract with the NZ Banking Group such as a default on interest or principal

payments, a borrower experiencing significant financial difficulties or observable economic conditions that correlate to defaults on a group of

loans.

The impairment charge is measured as the difference between the loan’s current carrying amount and the present value of its estimated future

cash flows. The estimated future cash flows exclude any expected future credit losses which have not yet occurred and are discounted to their

present value using the loan’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any

impairment is the current effective interest rate.

The impairment charge is recognised in the income statement with a corresponding reduction of the carrying value of the loan through an

offsetting provision account (refer to Note 14).

In subsequent periods, objective evidence may indicate that an impairment charge should be reversed. Objective evidence could include a

borrower’s credit rating or financial circumstances improving. The impairment charge is reversed in the income statement of that future period

and the related provision for impairment is reduced.

Uncollectable loans

A loan may become uncollectable in full or part if, after following the NZ Banking Group’s loan recovery procedures, the NZ Banking Group

remains unable to collect that loan’s contractual repayments. Uncollectable amounts are written off against their related provision for

impairment, after all possible repayments have been received.

The NZ Banking Group may subsequently be able to recover cash flows from loans written off. In the period which these recoveries are made,

they are recognised in the income statement.

Critical accounting assumptions and estimates relating to impairment charges are included in Note 14.

Year Ended Year Ended

$ millions

30-Sep-17

30-Sep-16

Individually assessed provisions (49) 6

Collectively assessed provisions (56) 8

Bad debts written off directly to the income statement 29 59

Total impairment (benefits)/charges (76) 73

NZ Banking Group


Refer to Note 14 for further details on provisions for impairment charges.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 20

Note 7 Income tax expense

Accounting policy

The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to

items recognised directly in other comprehensive income, in which case it is recognised in the statement of comprehensive income.

Current tax is the tax payable for the year using enacted or substantively enacted tax rates and laws. Current tax also includes adjustments to tax

payable for previous years.

Goods and services tax (‘GST’)

Revenue, expenses and assets are recognised net of GST except to the extent that GST is not recoverable from the Inland Revenue. In these

circumstances, GST is recognised as part of the expense or the cost of the asset.

Critical accounting assumptions and estimates

Significant judgment is required in determining the current tax liability. There are many transactions with uncertain tax outcomes and provisions

are held to reflect these tax uncertainties.

Year Ended

Year Ended


$ millions 30-Sep-17 30-Sep-16


Income tax expense


Current tax:


Current year 405


377


Prior year adjustments

6 (3)

Deferred tax (refer to Note 15):

Current year 16 (5)

Prior year adjustments (3) 4

Total income tax expense

424

373


Profit before income tax 1,483


1,336


Tax calculated at tax rate of 28%

415

374



Income not subject to tax

(1)

(4)


Expenses not deductible for tax purposes 2


2

Prior year adjustments

3

1


Other items

5

-


Total income tax expense

424

373

NZ Banking Group


The effective tax rate for the year ended 30 September 2017 was 28.6% (30 September 2016: 27.9%).


Note 8 Imputation credit account

$ millions 2017 2016

Imputation credits available for use in subsequent reporting periods 1,118

1,272

NZ Banking Group


Note 9 Receivables due from other financial institutions

Accounting policy

Receivables due from other financial institutions are recognised initially at fair value and subsequently at amortised cost using the effective interest

rate method.

$ millions 2017

2016

Loans and advances to other banks

471

844


Total receivables due from other financial institutions

471

844

NZ Banking Group


Note 10 Other assets

$ millions 2017

2016

Accrued interest receivable 149 134


Securities sold not yet delivered

143 59


Trade debtors and prepayments 41

70

Other

90 70


Total other assets 423

333

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 21

Note 11 Trading securities and financial assets designated at fair value

Accounting policy

Trading securities include actively traded debt (government, semi-government and other) and those acquired for sale in the near term and are

held at fair value.

Gains and losses on trading securities are recognised in the income statement. Interest received from government and other debt securities is

recognised in net interest income (refer to Note 2).

Securities purchased under agreements to resell (‘reverse repos’)

Reverse repos are not recognised on the balance sheet as the NZ Banking Group has not obtained the risks and rewards of ownership. The cash

consideration paid is recognised as an asset. Reverse repos which are part of a trading portfolio are designated at fair value. Gains and losses on

these financial assets are recognised in the income statement. Interest received under these agreements is recognised in interest income.

$ millions 2017 2016

Government and semi-government securities 1,027 1,350

Other debt securities 2,165 2,374

Securities purchased under agreement to resell 757 311

Total trading securities and financial assets designated at fair value 3,949 4,035

NZ Banking Group


Note 12 Available-for-sale securities

Accounting policy

Available-for-sale debt (government, semi-government and other) securities are held at fair value with gains and losses recognised in other

comprehensive income except for the following amounts, which are recognised in the income statement:

 Interest on debt securities; and

 Impairment charges.

The cumulative gain or loss recognised in other comprehensive income is subsequently recognised in the income statement when the instrument

is disposed.

At each reporting date, the NZ Banking Group assesses whether any available-for-sale securities are impaired. Impairment exists if one or more

events have occurred which have a negative impact on the security’s estimated cash flows.

Evidence of impairment includes significant financial difficulties or adverse changes in the payment status of an issuer. If impairment exists, the

cumulative loss is removed from other comprehensive income and recognised in the income statement. Any subsequent reversals of impairment

on debt securities are also recognised in the income statement.

$ millions 2017 2016

Government and semi-government securities 2,467 2,409

Other debt securities

1,620 1,381

Total available-for-sale securities 4,087 3,790

NZ Banking Group


Note 13 Loans

Accounting policy

Loans are financial assets initially recognised at fair value plus directly attributable transaction costs. Loans are subsequently measured at

amortised cost using the effective interest rate method and are presented net of any provisions for impairment.

Loan products that have both mortgage and deposit facilities are presented gross on the balance sheet, segregating the asset and liability

component, because they do not meet the criteria to be offset. Interest earned on these products is presented on a net basis in the income

statement as this reflects how the customer is charged.

The following table shows loans disaggregated by type of product.


$ millions 2017

2016

Overdrafts 1,296 1,313

Credit card outstandings 1,518 1,503

Money market loans 1,250 1,362

Term loans:

Housing 46,943 45,126

Non-housing 25,780 25,425

Other 1,244 1,288

Total gross loans 78,031 76,017

Provisions for impairment charges on loans (350) (435)

Total net loans 77,681 75,582

NZ Banking Group


Movements in impaired assets and provisions for impairment charges on loans are outlined in Note 14.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 22

Note 14 Asset quality

Accounting policy

The NZ Banking Group recognises two types of impairment provisions for its loans, being provisions for loans which are:

 individually assessed for impairment; and

 collectively assessed for impairment.

Note 6 explains how impairment charges are determined. The NZ Banking Group assesses impairment as follows:

 individually for loans that exceed specified thresholds. Where there is objective evidence of impairment, individually assessed provisions

will be recognised; and

 collectively for loans below the specified thresholds noted above or if there is no objective evidence of impairment. These loans are

included in a group of loans with similar risk characteristics and collectively assessed for impairment. If there is objective evidence that

the group of loans is collectively impaired, collectively assessed provisions will be recognised.

Critical accounting assumptions and estimates

The methodology and assumptions used for estimating future cash flows are reviewed regularly by the NZ Banking Group to reduce

differences between impairment provisions and actual loss experience.

Individual component

Key judgments include the business prospects for the customer, the realisable value of collateral, the NZ Banking Group’s position relative to

other claimants, the reliability of customer information and the likely cost and duration of recovering the loan.

Judgments can change with time as new information becomes available or as loan recovery strategies evolve, which may result in revisions to

the impairment provision.

Collective component

Collective provisions are established on a portfolio basis taking into account the level of arrears, collateral and security, past loss experience,

current economic conditions, expected default and timing of recovery based on portfolio trends.

Key judgments include estimated loss rates and their related emergence periods. The emergence period for each loan type is determined

through studies of loss emergence patterns. Loan files are reviewed to identify the average time period between observable loss indicator

events and the loss becoming identifiable.

Actual credit losses may differ materially from reported loan impairment provisions due to uncertainties including interest rates and their effect

on consumer spending, unemployment levels, payment behaviour and bankruptcy rates.

NZ Banking Group

Residential Other Residential Other

$ millions Mortgages

Retail

Corporate Other Total Mortgages Retail Corporate Other Total

Neither past due nor impaired46,019 3,767 26,613 225 76,624 44,246 3,625 26,470 250 74,591

Past due but not impaired assets

Less than 30 days past due

752 132 107 - 991 732 132 106 - 970

At least 30 days but less than 60 days past due

67 22 10 - 99 62 18 43 - 123

At least 60 days but less than 90 days past due

27 13 24 - 64 30 10 15 - 55

At least 90 days past due46 19 15 - 80 31 15 10 - 56

Total past due assets not impaired892 186 156 - 1,234 855 175 174 - 1,204

Individually impaired assets

1

Balance at beginning of the year25 4 193 - 222 49 2 231 - 282

Additions40 5 39 - 84 35 6 104 - 145

Amounts written off(4) (1) (3) - (8) (7) - (13) - (20)

Returned to performing or repaid

(29) (3) (93) - (125) (52) (4) (129) - (185)

Balance at end of the year32 5 136 - 173 25 4 193 - 222

Total gross loans

2

46,943 3,958 26,905 225 78,031 45,126 3,804 26,837 250 76,017

Individually assessed provisions

Balance at beginning of the year7 3 95 - 105 14 1 103 - 118

Impairment charges/(benefits) on loans:

New provisions8 4 6 - 18 8 2 13 - 23

Recoveries- - - - - - - - - -

Reversal of previously recognised

impairment charges on loans(4) (1) (62) - (67) (8) - (9) - (17)

Amounts written off(4) (1) (3) - (8) (7) - (12) - (19)

Interest adjustments- - - - - - - - - -

Balance at end of the year7 5 36 - 48 7 3 95 - 105

Collectively assessed provisions

Balance at beginning of the year46 95 220 - 361 55 93 181 - 329

Impairment charges/(benefits) on loans5 (10) (51) - (56) (12) (8) 28 - 8

Interest adjustments3 12 12 - 27 3 10 11 - 24

Balance at end of the year54 97 181 - 332 46 95 220 - 361

Total provisions for impairment charges

on loans and credit commitments 61 102 217 - 380 53 98 315 - 466

Provision for credit commitments (refer to Note 23)- (4) (26) - (30) - (4) (27) - (31)

Total provisions for impairment

charges on loans61 98 191 - 350 53 94 288 - 435

Total net loans46,882 3,860 26,714 225 77,681 45,073 3,710 26,549 250 75,582

NZ Banking Group

2016

2017


1

The NZ Banking Group had undrawn commitments of $4 million (30 September 2016: $14 million) to counterparties for whom drawn balances are classified as individually impaired assets

under corporate loans as at 30 September 2017.

2

The NZ Banking Group does not have other assets under administration as at 30 September 2017.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 23

Note 15 Deferred tax assets

Accounting policy

Deferred tax accounts for temporary differences between the carrying amounts of assets and liabilities in the financial statements and their values

for taxation purposes.

Deferred tax is determined using the enacted or substantively enacted tax rates and laws which are expected to apply when the assets will be

realised or the liabilities settled.

Deferred tax assets and liabilities have been offset where they relate to the same taxable entity or group and where there is a legal right and

intention to settle on a net basis.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available to utilise the assets.

Deferred tax is not recognised for the following temporary differences:

 the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither the accounting nor

taxable profit or loss; and

 the initial recognition of goodwill in a business combination.

As described in Note 7, tax is considered one of the NZ Banking Group’s critical accounting assumptions and estimates.

$ millions 2017 2016

Deferred tax assets/(liabilities) comprise the following temporary differences:

Provision for impairment charges on loans101 125

Cash flow hedges29 42

Provision for employee entitlements13


18

Software, property and equipment9

9

Life insurance policy liabilities(33) (34)

Financial instruments6 -

Other temporary differences

11 6

Net deferred tax assets136 166

The deferred tax (charge)/credit in income tax expense comprises the following temporary differences:

Provision for impairment charges on loans(24) 6

Provision for employee entitlements(1) 2

Software, property and equipment- 2

Life insurance policy liabilities1 (6)

Financial instruments6 -

Other temporary differences5 (3)

Total deferred tax (charge)/credit in income tax expense (13) 1

The deferred tax charge in other comprehensive income comprises the following temporary differences:

Cash flow hedges(13) (4)

Provision for employee entitlements(4) 2


Total deferred tax charge in other comprehensive income (17) (2)

NZ Banking Group



Note 16 Intangible assets

Accounting policy

Indefinite life intangible assets

Goodwill

Goodwill acquired in a business combination is initially measured at cost, generally being the excess of:

i) the consideration paid; over

ii) the net fair value of the identifiable assets, liabilities and contingent liabilities acquired.

Subsequently, goodwill is not amortised but rather tested for impairment. Impairment is tested at least annually or whenever there is an indication

of impairment. An impairment charge is recognised when a cash generating unit’s (CGU) carrying value exceeds its recoverable amount.

Recoverable amount means the higher of the CGU’s fair value less costs to sell and its value-in-use.

Finite life intangible assets

Finite life intangibles include computer software which are recognised initially at cost and subsequently at amortised cost less any impairment.



Intangible Useful life Depreciation method

Goodwill Indefinite Not applicable

Computer software 3 to 8 years Straight-line or diminishing balance method (using

the Sum of the Years Digits)

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 24

Note 16 Intangible assets (continued)

Critical accounting assumptions and estimates

Judgment is required in determining the fair value of assets and liabilities acquired in a business combination. A different assessment of fair values

would have resulted in a different goodwill balance and different post-acquisition performance of the acquired entity.

When assessing impairment of intangible assets, significant judgment is needed to determine the appropriate cash flows and discount rates to be

applied to the calculations. The significant assumptions applied to the value-in-use calculations are outlined below.

$ millions 2017 2016

Goodwill 525 525

Computer software 140 125

Total intangible assets 665 650

NZ Banking Group


Significant assumptions used in recoverable amount calculations

Assumptions are used to determine the CGU’s recoverable amount for goodwill, which is based on value-in-use calculations. Value-in-use refers

to the present value of expected cash flows under its current use. The NZ Banking Group discounts the projected cash flows by its adjusted pre-

tax equity rate.

 NZ Banking Group’s equity rate was 11.0% (2016: 11.0%)

 NZ Banking Group’s adjusted pre-tax equity rate was 15.3% (2016: 15.3%)

For the purpose of goodwill impairment testing, the assumptions in the following table are made for each significant CGU. The forecasts applied

by management are not reliant on any one particular assumption.

Assumption Based on:

Cash flows Zero growth rate beyond 2 year forecast

Economic market conditions Current market expectations

Business performance Observable historical information and current market expectations of the future


There are no reasonably possible changes in assumptions for any significant CGU that would result in an indication of impairment or have a

material impact on the NZ Banking Group’s reported results.

Goodwill has been allocated to the following CGUs, which are equivalent to the operating segments of the same names as described in Note 31:

$ millions 2017 2016

Consumer Banking and Wealth 512 512

Investments and Insurance 13 13

Net carrying amount of goodwill 525 525

NZ Banking Group


Note 17 Financial assets pledged as collateral

Accounting policy

Security repurchase agreements

Where securities are sold subject to an agreement to repurchase at a predetermined price, they remain recognised on the balance sheet in their

original category (i.e. trading securities and financial assets designated at fair value or available-for-sale securities).

The cash consideration received is recognised as a liability (‘security repurchase agreements’). Security repurchase agreements are designated at

fair value and recognised as part of other financial liabilities at fair value through income statement (refer to Note 21), where they are managed as

part of a trading portfolio.

The NZ Banking Group is required to provide collateral to other financial institutions, as part of standard terms, to secure liabilities. In addition

to assets supporting Westpac New Zealand’s Global Covered Bond Programme (‘CB Programme’) disclosed in Note 32, the carrying value of

these financial assets pledged as collateral is:

$ millions 2017 2016

Cash430 786

Securities pledged under repurchase agreements:

Available-for-sale securities19 400

Trading securities and financial assets designated at fair value216 44

Total amount pledged to secure liabilities (excluding CB Programme)665 1,230

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 25

Note 18 Payables due to other financial institutions

Accounting policy

Payables due to other financial institutions are recognised initially at fair value and subsequently at amortised cost using the effective interest rate

method.

$ millions2017 2016

Interest bearing interbank deposits 1,026 601

Non-interest bearing, repayable at call 17 15

Total payables due to other financial institutions 1,043 616

NZ Banking Group


Note 19 Other liabilities

$ millions2017

2016

Accrued interest payable 331 322



Securities purchased but not yet delivered


89

44

Retirement benefit obligations 14 27

Trade creditors and other accrued expenses 79 91

Other 122 106

Total other liabilities 635 590

NZ Banking Group


Note 20 Deposits and other borrowings

Accounting policy

Deposits and other borrowings are initially recognised at fair value and subsequently either measured at amortised cost using the effective interest

rate method or at fair value.

Deposits and other borrowings are designated at fair value if they are managed on a fair value basis, reduce or eliminate an accounting mismatch

or contain an embedded derivative.

Where they are measured at fair value, any changes in fair value (except those due to changes in credit risk) are recognised as non-interest

income.

The change in the fair value that is due to changes in credit risk is recognised in other comprehensive income except where it would create an

accounting mismatch, in which case it is also recognised in the income statement.

Interest expense incurred is recognised in net interest income using the effective interest rate method.

$ millions2017

2016

Certificates of deposit593 1,250

Non-interest bearing, repayable at call5,274 4,621

Other interest bearing:

At call23,117 23,741

Term

30,014

29,179

Total deposits and other borrowings58,998 58,791

Deposits at fair value593 1,250

Deposits at amortised cost58,405 57,541

Total deposits and other borrowings 58,998 58,791

NZ Banking Group


The NZ Branch held no retail deposits and other borrowings from individuals as at 30 September 2017 (30 September 2016: nil).


Note 21 Other financial liabilities at fair value through income statement

Accounting policy

Other financial liabilities at fair value through income statement include trading securities sold short and security repurchase agreements which

have been designated at fair value at initial recognition. The accounting policy for security repurchase agreements is consistent with that detailed

in Note 17.

Securities sold short reflect the obligation to deliver securities to a buyer for the sale of securities the NZ Banking Group does not own at the time

of sale but that are promised to be delivered to the buyer. Securities delivered to the buyer are usually borrowed and/or subsequently purchased.

Subsequent to initial recognition, these liabilities are measured at fair value with changes in fair value (except credit risk) recognised through the

income statement as they arise. The change in fair value that is attributable to credit risk is recognised in other comprehensive income except

where it would create an accounting mismatch, in which case it is recognised through the income statement.

Interest expense is recognised in net interest income using the effective interest rate method.

$ millions2017

2016

Securities sold short

67 132

Security repurchase agreements

235 444

Total other financial liabilities at fair value through income statement 302

576

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 26

Note 22 Debt issues

Accounting policy

Debt issues are bonds, notes and commercial paper that have been issued by the NZ Banking Group.

Debt issues are initially measured at fair value and subsequently either measured at amortised cost using the effective interest rate method or at

fair value.

Debt issues are designated at fair value if they reduce or eliminate an accounting mismatch.

They are measured at fair value with changes in fair value (except those due to changes in credit risk) recognised as non-interest income.

The change in the fair value that is due to credit risk is recognised in other comprehensive income except where it would create an accounting

mismatch, in which case it is also recognised in the income statement.

Interest expense incurred is recognised within net interest income using the effective interest rate method.

In the following table, the distinction between short-term (less than 12 months) and long-term (greater than 12 months) debt is based on the

maturity of the underlying security at origination.

$ millions2017

2016

Short-term debt

Commercial paper 1,642 2,410

Total short-term debt 1,642 2,410

Long-term debt

Non-domestic medium-term notes 6,628 5,616

Covered bonds 5,236 3,480

Domestic medium-term notes 3,223 3,221

Total long-term debt 15,087 12,317

Total debt issues 16,729 14,727

Debt issues at fair value 1,642 2,410

Debt issues at amortised cost 15,087 12,317

Total debt issues 16,729 14,727

NZ Banking Group


Note 23 Provisions

Accounting policy

Provisions are recognised for present obligations arising from past events where a payment (or other economic transfer) is likely to be

necessary to settle the obligation and can be reliably estimated.

Employee benefits – annual leave and other employee benefits

The provision for annual leave and other employee benefits (including wages and salaries, inclusive of non-monetary benefits, and any associated

on-costs (e.g. payroll tax)) is calculated based on expected payments.

Provision for impairment on credit commitments

The NZ Banking Group is committed to provide facilities and guarantees as explained in Note 30. If it is probable that a facility will be drawn

and the resulting asset will be less than the drawn amount then a provision for impairment is recognised. The provision for impairment is

calculated using the same methodology as the provision for impairment charges on loans (refer to Note 6).

$ millions2017

2016

Annual leave and other employee benefits

66

58



Provision for impairment on credit commitments 30

31


Other 1

10


Total provisions 97

99

NZ Banking Group


Note 24 Loan capital

Accounting policy

Loan capital are instruments which qualify for inclusion as regulatory capital under either the Reserve Bank of New Zealand (‘Reserve Bank’)

Capital Adequacy Framework or, in relation to the Overseas Bank, the Australian Prudential Regulation Authority (‘APRA’) Prudential Standards.

Loan capital is initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method. Interest

expense incurred is recognised in net interest income.

$ millionsNote 2017 2016

Additional Tier 1 loan capital - USD AT1 securities

1

1,691 -

Tier 2 loan capital - Convertible subordinated notes

1

25 1,131 1,091

Total loan capital2,822 1,091

NZ Banking Group


1

Net of capitalised transaction costs.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 27

Note 24 Loan capital (continued)

Additional Tier 1 loan capital

A summary of the key terms and features of the Additional Tier 1 loan capital (‘USD AT1 securities’) is provided below.

$Issue dateInterest rateOptional redemption date

US$1,250 million securities

1

21 September 2017 5.00% p.a.

2

21 September 2027

and every fifth anniversary thereafter


1

The USD AT1 securities are issued by the Overseas Bank acting through its NZ Branch.

2

Fixed interest rate of 5.00% p.a., until, but excluding 21 September 2027 (the ‘first reset date’). Every fifth anniversary thereafter is a reset date. If the USD AT1 securities are not redeemed,

converted or written-off by the first reset date, the interest rate from, and including, each reset date thereafter to, but excluding the next succeeding reset date, will be a fixed rate per annum

equal to the prevailing 5-year USD mid-market swap rate plus 2.888% per annum.


Interest payable

Semi-annual interest payments on the USD AT1 securities are at the absolute discretion of the Overseas Bank and will only be paid if the payment

conditions are satisfied, including that the payment will not result in a breach of the Overseas Bank’s capital requirements under APRA’s

prudential standards; not result in the Overseas Bank becoming, or being likely to become, insolvent; and if APRA does not object to the payment.

Broadly, if for any reason an interest payment has not been paid in full on the relevant payment date, the Overseas Bank must not determine or

pay any dividends on Overseas Bank ordinary shares or undertake a discretionary buy back or capital reduction of Overseas Bank ordinary

shares, unless the unpaid interest is paid in full within 20 business days of the relevant payment date or in certain other circumstances.

Redemption

The Overseas Bank may redeem all (but not some) USD AT1 securities on 21 September 2027 and every fifth anniversary thereafter, or for

certain taxation or regulatory reasons, subject to APRA’s prior written approval.

Conversion

If a capital trigger event or non-viability trigger event occurs, the Overseas Bank must convert some or all of the USD AT1 securities into a

variable number of Overseas Bank ordinary shares calculated using the formula described in the terms of the USD AT1 securities but subject

to a maximum conversion number. The conversion number of the Overseas Bank’s ordinary shares will be calculated using the outstanding

principal amount of each USD AT1 security translated into Australian dollars and the Overseas Bank ordinary share price determined over the

5 business day period prior to the capital trigger event date or non-viability trigger event date and includes a 1% discount. The maximum

conversion number is calculated using the outstanding principal amount of each USD AT1 security translated into Australian dollars at the

time of issue and the Overseas Bank share price which is broadly equivalent to 20% of the Overseas Bank ordinary share price at the time of

issue of the USD AT1 securities.

A capital trigger event occurs when the Overseas Bank determines, or APRA notifies the Overseas Bank in writing that it believes, the

Overseas Bank’s Common Equity Tier 1 Capital ratio is equal to or less than 5.125% (on a level 1 or level 2 basis). A non-viability trigger

event will occur when APRA notifies the Overseas Bank in writing that it believes conversion of all or some USD AT1 securities (or conversion

or write-down of relevant capital instruments of the Overseas Banking Group), or public sector injection of capital (or equivalent support), in

each case is necessary because without it, the Overseas Bank would become non-viable. No conversion conditions apply in these

circumstances.

If conversion of the USD AT1 securities does not occur within five business days, holders’ rights in relation to the USD AT1 securities will be

immediately and irrevocably terminated.


Tier 2 loan capital

A summary of the key terms and features of the Tier 2 loan capital (‘Tier 2 notes’) is provided below.

$Issue dateCounterpartyInterest rate

Maturity date

Optional redemption date

AU$1,040 million notes

8 September 2015London Branch of theAustralian 90 day bank bill rate + 2.87% p.a.22 March 202622 March 2021

Overseas Bankand every interest payment

date thereafter


Interest payable

Interest payments on the Tier 2 notes are subject to Westpac New Zealand being solvent at the time of, and immediately following the interest

payment. Refer to Note 25.

Early redemption

Westpac New Zealand may elect to redeem all or some of the Tier 2 notes for their face value together with accrued interest (if any) on 22

March 2021 or any interest payment date thereafter, subject to the Reserve Bank’s prior written approval. Early redemption of all of the Tier 2

notes for certain tax or regulatory reasons is permitted on an interest payment date subject to the Reserve Bank’s prior written approval.

Conversion

If a non-viability trigger event occurs, Westpac New Zealand must convert such number of the Tier 2 notes into a variable number of ordinary

shares issued by Westpac New Zealand (calculated with reference to the net assets of Westpac New Zealand and the total number of

ordinary shares on issue on the conversion date) that is sufficient to satisfy the direction of the Reserve Bank or the decision of the statutory

manager. A non-viability trigger event occurs when the Reserve Bank or the statutory manager (appointed pursuant to section 117 of the

Reserve Bank Act) directs Westpac New Zealand to convert or write off all or some of Westpac New Zealand’s Tier 2 notes. If conversion of

the Tier 2 notes fails to take effect within five business days, holders’ rights in relation to the Tier 2 notes will be immediately and irrevocably

terminated.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 28

Note 25 Related entities

Related entities

The NZ Banking Group’s related parties are those it controls or can exert significant influence over. Examples include subsidiaries,

associates, joint ventures and superannuation plans as well as key management personnel and their related parties.

NZ Banking Group

The NZ Banking Group consists of the New Zealand operations of the Overseas Banking Group including the NZ Branch and the following

controlled entities as at 30 September 2017 whose business is required to be reported in the financial statements of the Overseas Banking

Group’s New Zealand business:

Name of Entity

Principal Activity

Notes

BT Financial Group (NZ) Limited ('

BTFGNZL') Holding company

BT Funds Management (NZ) Limited ('

BTNZ')

Funds management company

Capital Finance New Zealand Limited

Finance company

Sie-Lease (New Zealand) Pty Limited

Leasing company

Hastings Forestry Investments Limited

Non-active company

Westpac Financial Services Group-NZ- Limited ('WFSGNZL')

Holding company

Westpac Life-NZ- Limited ('Westpac Life')

Life insurance company

Westpac Nominees -NZ- Limited ('

WNNZL')

1

Nominee company

Westpac Superannuation Nominees-NZ-Limited ('WSNNZL')

Nominee company

Westpac Group Investment-NZ-Limited ('

WGINZL

') Holding company

Westpac Holdings - NZ - Limited ('WHNZL') Holding company

Westpac Capital-NZ- Limited ('WCNZL

') Finance company

Westpac Equity Investments NZ Limited Non-active company

Westpac New Zealand Group Limited ('WNZGL

') Holding company

Westpac New Zealand Limited

Registered bank

Westpac NZ Operations Limited ('WNZOL

')

2

Holding company

Aotearoa Financial Services Limited Non-active company

Number 120 Limited Finance company

The Home Mortgage Company Limited Residential mortgage company

Westpac New Zealand Staff Superannuation Trustee companyEstablished on 30 June 2016

Scheme Trustee Limited (‘

WNZSSSTL’)

3

Westpac (NZ) Investments Limited ('WNZIL') Property company

Westpac Securities NZ Limited ('WSNZL')

Funding company

Westpac NZ Covered Bond Holdings Limited (‘

WNZCBHL’) Holding company19% owned

4

Westpac NZ Covered Bond Limited (‘WNZCBL

’) Guarantor19% owned

4

Westpac NZ Securitisation Holdings Limited (‘

WNZSHL’) Holding company

19% owned

5

Westpac NZ Securitisation Limited (‘WNZSL’) Funding company19% owned

5

Westpac NZ Securitisation No.2 Limited (‘WNZSL2’) Non-active company

19% owned

5

Westpac Cash PIE Fund Portfolio investment entityNot owned

6

Westpac Notice Saver PIE Fund Portfolio investment entity

Not owned

6

Westpac Term PIE Fund Portfolio investment entity

Not owned

6


1

WNNZL had two custodian entities, HLT Custodian Trust and MIF Custodian Trust. They were wound up on 30 November 2016.

2

WNZOL holds 25% equity in Paymark Limited, an associate, which is not a controlled entity.

3

WNZSSSTL, a wholly owned subsidiary of WNZOL was incorporated on 30 June 2016 to provide services as the trustee of the Westpac New Zealand Staff Superannuation Scheme.

4

The NZ Banking Group, through WNZOL (9.5%) and WHNZL (9.5%), has a total qualifying interest of 19% in WNZCBHL and its wholly-owned subsidiary company, WNZCBL. Westpac New

Zealand is considered to control both WNZCBHL and WNZCBL based on contractual arrangements in place, and as such both WNZCBHL and WNZCBL are consolidated within the financial

statements of the NZ Banking Group.


5

The NZ Banking Group, through WNZOL (9.5%) and WHNZL (9.5%), has a total qualifying interest of 19% in WNZSHL and its wholly-owned subsidiaries, WNZSL and WNZSL2. Westpac

New Zealand is considered to control WNZSHL, WNZSL and WNZSL2 based on contractual arrangements in place, and as such WNZSHL, WNZSL and WNZSL2 are consolidated within the

financial statements of the NZ Banking Group.


6

Westpac Term PIE Fund, Westpac Cash PIE Fund and Westpac Notice Saver PIE Fund (collectively referred to as the ‘PIE Funds’) were established as unit trusts. The PIE Funds are

Portfolio Investment Entities (‘PIE’), where BTNZ is the manager and issuer. The manager has appointed Westpac New Zealand to perform all customer management and account

administration for the PIE Funds. Westpac New Zealand is the PIE Funds’ registrar and administration manager. Westpac New Zealand does not hold any units in the PIE Funds however is

considered to control them based on contractual arrangements put in place, and as such the PIE Funds are consolidated in the financial statements of the NZ Banking Group.



There have been no changes in the ownership percentages since 30 September 2016.

All entities in the NZ Banking Group are 100% owned unless otherwise stated. All the entities within the NZ Banking Group have a balance date of

30 September and are incorporated in New Zealand except the PIE Funds which have a balance date of 31 March.

Other significant related entities of the NZ Banking Group include branches of the Overseas Bank based in London, Sydney and New York.

The total liabilities of the NZ Branch, net of amounts due to related entities as at 30 September 2017, amounted to $5,981 million (30 September

2016: $6,189 million).

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 29

Note 25 Related entities (continued)

Nature of transactions

The NZ Banking Group has transactions with members of the Overseas Banking Group on commercial terms, including the provision of

management, distribution and administrative services and data processing facilities.

Loan finance and current account banking facilities are provided by the NZ Branch and the Overseas Bank to members of the NZ Banking Group

on normal commercial terms. The interest earned on these loans and the interest paid on deposits are at market rates.

The NZ Banking Group enters into derivative transactions with the Overseas Bank (refer to Note 26). They are accounted for as trading

derivatives except for cross currency swaps in place with the Overseas Bank, which are designated in a cash flow hedge relationship to hedge the

currency risk exposure of funding from the London Branch and Tier 2 notes issued to the London Branch (refer to Note 24).

Transactions with related entities

$ millions Note

2017 2016

Overseas Bank

Interest income213 7


Interest expense:

Loan capital

1

52

57



Other275

79


Operating expenses - management fees7 6


Funding received-


911


Funding repaid421



1,238

Other controlled entities of the Overseas Bank

Interest expense:

Loan capital

2

- 21

Non interest income:

Investment management fees paid

3

7 5

Loan capital repaid

4

- 762

WGINZL dividend paid to Westpac Overseas Holdings Pty Limited and Westpac Custodian Nominees Pty Limited4

34

WFSGNZL dividend paid to Westpac Equity Holdings Pty Limited ('WEHPL')16 50

BTFGNZL dividend paid to WEHPL16


27

WNZGL dividend paid to Westpac Overseas Holdings No. 2 Pty Limited280 -

NZ Banking Group


1

Interest expense paid on the Tier 2 notes issued by the NZ Banking Group and held by related parties.

2

Interest expense paid on the junior subordinated convertible debentures to the trustee of the Tavarua Funding Trust IV.

3

Non-interest income contains management fee income which is presented net of investment management fees paid to related parties.

4

On 31 March 2016, the NZ Banking Group repaid the US$525 million (NZ$762 million) of junior subordinated convertible debentures to the trustee of the Tavarua Funding Trust IV, a member

of the Overseas Banking Group.


Due from and to related entities

$ millions 2017 2016

Due from related entities

Overseas Bank2,622 1,218

Other controlled entities of the Overseas Banking Group1 -

Total due from related entities2,623 1,218

Due from related entities at fair value410 694

Due from related entities at amortised cost2,213 524

Total due from related entities2,623 1,218

Due to related entities

Overseas Bank3,642 3,521

Other controlled entities of the Overseas Banking Group4 4

Total due to related entities3,646 3,525

Due to related entities at fair value575 881

Due to related entities at amortised cost3,071 2,644

Total due to related entities3,646 3,525

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 30

Note 25 Related entities (continued)

Key management personnel compensation

Key management personnel are those who, directly or indirectly, have authority and responsibility for planning, directing and controlling the

activities of NZ Banking Group. This includes all Executive and Non-Executive Directors.


Year Ended

Year Ended

$'000s

30-Sep-17

30-Sep-16

Salaries and other short-term benefits 8,527

8,418

Post-employment benefits 492 496

Share-based payments 2,779

2,582

Total key management personnel compensation 11,798 11,496

Loans to key management personnel 22,769 17,388

Deposits from key management personnel 1,229

1,132

Interest income on amounts due from key management personnel 842 702

Interest expense on amounts due to key management personnel 19 36

NZ Banking Group


Where the Directors of the Overseas Bank have received remuneration from the NZ Banking Group, the amounts are included above. Details of

Directors’ remuneration are disclosed in the Overseas Banking Group’s 30 September 2017 Annual Financial Report.

Loans and deposits with key management personnel

All loans and deposits are made in the ordinary course of business of the NZ Banking Group, on an arm’s length basis and on normal commercial

terms and conditions. Loans are on terms that range between variable, fixed rate up to five years and interest only loans, all of which are in

accordance with the NZ Banking Group’s lending policies.

As at 30 September 2017, no provisions have been recognised in respect of loans given to key management personnel and their related parties

(30 September 2016: nil).

Other key management personnel transactions

All other transactions with key management personnel, their related entities and other related parties are conducted on an arm’s length basis in

the normal course of business and on commercial terms and conditions. These transactions principally involve the provision of financial and

investment services.


Note 26 Derivative financial instruments

Accounting policy

Derivative financial instruments are instruments whose values derive from the value of an underlying asset, reference rate or index and include

forwards, futures, swaps and options.

All derivatives are held at fair value. Changes in fair value are recognised in the income statement, unless designated in a cash flow hedge

relationship. Derivatives are presented as an asset where they have a positive fair value at balance date or as a liability where the fair value at

balance date is negative. Derivatives with related parties are included in due from/due to related entities.

The NZ Banking Group uses derivative instruments for trading and also as part of its asset and liability risk management activities, which are

discussed in Note 36. Derivatives used for risk management activities include designating derivatives into one of two types of hedge accounting

relationships: fair value hedge or cash flow hedge, where permitted under NZ IAS 39. These hedge designations and associated accounting

treatment are as follows:

Fair value hedges

Fair value hedges hedge the exposure to changes in the fair value of an asset or liability.

 Changes in the fair value of derivatives and the changes in the fair value of the hedged asset or liability in fair value hedges attributable to the

hedged risk are recognised in net interest income. The carrying value of the hedged asset or liability is adjusted for the changes in fair value.

 If a hedge is discontinued, any fair value adjustments to the carrying value of the asset or liability are amortised to net interest income over

the period to maturity. If the asset or liability is sold, any unamortised adjustment is immediately recognised in the income statement.

Cash flow hedges

Cash flow hedges hedge the exposure to variability of cash flows attributable to an asset, liability or future forecast transaction.

 For effective hedges, changes in the fair value of derivatives are recognised in the cash flow hedging reserve through other comprehensive

income and subsequently recognised in net interest income when the asset or liability that was hedged impacts the income statement.

For hedges with some ineffectiveness, the changes in the fair value of the derivatives relating to the ineffective portion are immediately recognised

in the income statement.

 If a hedge is discontinued, any cumulative gain or loss remains in other comprehensive income. It is amortised to net interest income over the

period which the asset or liability that was hedged also impacts the income statement.

 If a hedge of a forecast transaction is no longer expected to occur, any cumulative gain or loss in other comprehensive income is immediately

recognised in the income statement.

Derivatives of the NZ Banking Group are mainly held either in the NZ Branch or Westpac New Zealand.

Trading

As a trader, the NZ Branch’s primary objective is to derive income from the sale of derivatives to meet the NZ Banking Group’s customers’ needs.

In addition to the sale of derivatives to customers, the NZ Branch also undertakes market making and risk management activities. Market making

involves providing quotes to other dealers, who reciprocate by providing the NZ Branch with their own quotes. This process provides liquidity in

the key markets in which the NZ Branch operates.


Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 31

Note 26 Derivative financial instruments (continued)

Fair value hedges

The NZ Banking Group hedges a proportion of its interest rate risk and foreign exchange risk from debt issuances and fixed interest rate assets

with single currency and cross currency swaps.

$ millions


2017

2016

Change in fair value of hedging instruments

10 15

Change in fair value of hedged items attributed to hedged risk

(16)

(15)


Ineffectiveness in non-interest income(6) -


NZ Banking Group


Cash flow hedges

Exposure to the volatility of interest cash flows from customer deposits and loans is hedged with interest rate derivatives. Exposure to foreign

currency principal and interest cash flows from floating rate debt issuances is hedged through the use of cross currency derivatives.

Gross cash inflows and outflows on derivatives designated in cash flow hedges are, as a proportion of total gross cash flows, expected to occur in

the following periods:

Less Than 1 Month to 3 Months to 1 Year to 2 Years to 3 Years to 4 Years to Over

1 Month 3 Months 1 Year 2 Years 3 Years 4 Years 5 Years 5 Years

Cash inflows11%1%5%19%7%23%20%14%

Cash outflows11%1%6%18%8%23%19%14%

NZ Banking Group

2017


Less Than 1 Month to

3 Months to 1 Year to 2 Years to 3 Years to 4 Years to Over

1 Month

3 Months 1 Year 2 Years 3 Years 4 Years

5 Years 5 Years

Cash inflows0%3%31%12%

14%13%18%9%

Cash outflows0%3%32%13%13%

13%18%8%

NZ Banking Group

2016


$ millions 2017 2016

Cash flow hedge ineffectiveness(4) 4

NZ Banking Group


Dual fair value and cash flow hedges

Fixed rate foreign currency denominated debt is hedged using cross currency interest rate derivatives, designated as fair value hedges of foreign

interest rates and cash flow hedges of foreign exchange rates.

The notional amount and fair value of derivative instruments held for trading and designated in hedge relationships are set out in the following

tables:

Derivatives held with external counterparties

Notional

$ millionsAmount Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

Interest rate contracts

Futures contracts

1

14,827 - - - - - - - -

Swap agreements241,031 2,860 (2,507) 21 (296) 36 (129) 2,917 (2,932)

Options193 - - - - - - - -

Total interest rate contracts256,051 2,860 (2,507) 21 (296) 36 (129) 2,917 (2,932)

Foreign exchange contracts

Spot and forward contracts13,255 92 (112) - - - - 92 (112)

Cross currency swap agreements

64,821 920 (821) 31 (5) 170 (315) 1,121 (1,141)

Total foreign exchange

contracts78,076 1,012 (933) 31 (5) 170 (315) 1,213 (1,253)

Total of gross derivatives334,127 3,872 (3,440) 52 (301) 206 (444) 4,130 (4,185)

Impact of netting arrangements

2

- (710) 710 - - - - (710) 710

Total of net derivatives334,127 3,162 (2,730) 52 (301) 206 (444) 3,420 (3,475)

NZ Banking Group

Hedging

Total

TradingFair ValueCash FlowFair Value

2017

Fair Value


1


The fair value differential of futures contracts are settled daily with the exchange. The notional balance represents open contracts as at 30 September.

2


Amounts offset against derivatives consist of NZ Branch derivative trades settled directly with a central clearing counterparty. Refer to Note 28.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 32

Note 26 Derivative financial instruments (continued)

Notional

$ millionsAmount Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

Interest rate contracts

Futures contracts

1

15,273 - - - - - - - -

Forward rate agreements1,225 - - - - - - - -

Swap agreements257,354 4,690 (4,268) 29 (394) 69 (245) 4,788 (4,907)

Options1,181 2 - - - - - 2 -

Total interest rate contracts275,033 4,692 (4,268) 29 (394) 69 (245) 4,790 (4,907)

Foreign exchange contracts

Spot and forward contracts17,295 179 (255) - - - - 179 (255)

Cross currency swap agreements51,204 835 (1,222) 90 118 11 (1,037) 936 (2,141)

Total foreign exchange

contracts

68,499 1,014 (1,477) 90 118 11 (1,037) 1,115 (2,396)

Total of gross derivatives343,532 5,706 (5,745) 119 (276) 80 (1,282) 5,905 (7,303)

Impact of netting arrangements

2

- (1,067) 1,067 - - - - (1,067) 1,067

Total of net derivatives343,532 4,639 (4,678) 119 (276) 80 (1,282) 4,838 (6,236)

NZ Banking Group

Hedging

Total

TradingFair ValueCash FlowFair Value

2016

Fair Value


1


The fair value differential of futures contracts are settled daily with the exchange. The notional balance represents open contracts as at 30 September.

2


Amounts offset against derivatives consist of NZ Branch derivative trades settled directly with a central clearing counterparty. Refer to Note 28.


Derivatives held with related parties

Notional

$ millionsAmount Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities

Interest rate contracts

Swap agreements18,605 137 (235) - - - - 137 (235)

Options108 - - - - - - - -

Total interest rate contracts18,713 137 (235) - - - - 137 (235)

Foreign exchange contracts

Spot and forward contracts15,345 133 (103) - - - - 133 (103)

Cross currency swap agreements

15,472 140 (175) - - - (62) 140 (237)

Total foreign exchange

contracts30,817 273 (278) - - - (62) 273 (340)

Total of gross derivatives49,530 410 (513) - - - (62) 410 (575)

Impact of netting arrangements- - - - - - - - -

Total of net derivatives49,530 410 (513) - - - (62) 410 (575)

NZ Banking Group

2017

Fair Value

Hedging

Total

TradingFair ValueCash FlowFair Value


Notional

$ millionsAmount

Assets Liabilities

Assets Liabilities Assets

Liabilities Assets Liabilities

Interest rate contracts

Swap agreements16,534

252 (326)

- -

-

- 252

(326)

Total interest rate contracts16,534

252 (326)

-

- -

- 252

(326)

Foreign exchange contracts

Spot and forward contracts26,332

316 (211) -

- - -

316 (211)


Cross currency swap agreements14,093

126 (232) -

- - (112)

126 (344)

Options178

-

- -

- - - -

-

Total foreign exchange

contracts

40,603 442

(443) -

- - (112)

442 (555)

Total of gross derivatives57,137 694 (769)

- - - (112) 694 (881)


Impact of netting arrangements-

- - -

- - -

- -

Total of net derivatives57,137

694 (769) - - -

(112) 694 (881)

Hedging

Total

TradingFair ValueCash FlowFair Value

2016

Fair Value

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 33

Note 27 Fair values of financial assets and financial liabilities

Accounting policy

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

On initial recognition, the transaction price generally represents the fair value of the financial instrument unless there is observable information

from an active market to the contrary. Where unobservable information is used, the difference between the transaction price and the fair value

(day one profit or loss) is only recognised in the income statement when the inputs become observable, or over the life of the instrument.

Critical accounting assumptions and estimates

The majority of valuation models used by the NZ Banking Group employ only observable market data as inputs. However, for certain financial

instruments, data may be employed which is not readily observable in current markets.

The availability of observable inputs is influenced by factors such as:

 product type;

 depth of market activity;

 maturity of market models; and

 complexity of the transaction.

Where unobservable market data is used, more judgment is required to determine fair value. The significance of these judgments depends on the

significance of the unobservable input to the overall valuation. Unobservable inputs are generally derived from other relevant market data and

adjusted against:

 standard industry practice;

 economic models; and

 observed transaction prices.

In order to determine a reliable fair value for a financial instrument, management may apply adjustments to the techniques previously described.

These adjustments reflect the NZ Banking Group’s assessment of factors that market participants would consider in setting the fair value.

These adjustments incorporate bid/offer spreads, credit valuation adjustments and funding valuation adjustments.

Fair Valuation Control Framework

The NZ Banking Group uses a Fair Valuation Control Framework where the fair value is either determined or validated by a function independent

of the transaction. This framework formalises the policies and procedures used to achieve compliance with relevant accounting, industry and

regulatory standards. The framework includes specific controls relating to:

 the revaluation of financial instruments;

 independent price verification;

 fair value adjustments; and

 financial reporting.

A key element of the Framework is the Revaluation Committee, comprising senior valuation specialists from within the Overseas Banking Group.

The Revaluation Committee reviews the application of the agreed policies and procedures to assess that a fair value measurement basis has

been applied.

The method of determining fair value differs depending on the information available.

Fair value hierarchy

A financial instrument’s categorisation within the valuation hierarchy is based on the lowest level input that is significant to the fair value

measurement.

The NZ Banking Group categorises all fair value instruments according to the hierarchy described below.

Valuation techniques

The NZ Banking Group applies market accepted valuation techniques in determining the fair valuation of Over the Counter derivatives. This

includes credit valuation adjustments and funding valuation adjustments, which incorporates credit risk and funding costs and benefits that arise in

relation to uncollateralised derivative positions, respectively.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 34

Note 27 Fair value of financial assets and financial liabilities (continued)

The specific valuation techniques, the observability of the inputs used in valuation models and the subsequent classification for each significant

product category are outlined below:

Financial instruments measured at fair value


Level 1 instruments

The fair value of financial instruments traded in active markets based on recent unadjusted quoted prices. These prices are based on actual arm’s

length basis transactions.

The valuations of Level 1 instruments require little or no management judgment.

Instrument Balance sheet

category

Includes: Valuation technique

Exchange traded

products

Derivative financial

instruments

Due from related entities

Due to related entities

Exchange traded interest

rate futures – derivative

financial instruments

These instruments are traded in liquid, active markets where prices

are readily observable. No modelling or assumptions are used in the

valuation.

Foreign exchange

products

Derivative financial

instruments

FX spot contracts

Non-asset backed

debt instruments

Trading securities and

financial assets

designated at fair value

Available-for-sale

securities

Other financial liabilities

at fair value through

income statement

New Zealand Government

bonds


Level 2 instruments

The fair value for financial instruments that are not actively traded are determined using valuation techniques which maximise the use of

observable market prices. Valuation techniques include:

 the use of market standard discounting methodologies;

 option pricing models; and

 other valuation techniques widely used and accepted by market participants.

Instrument Balance sheet

category

Includes: Valuation technique

Interest rate

products

Derivative financial

instruments

Due from related entities

Due to related entities

Interest rate swaps and

options – derivative

financial instruments


Industry standard valuation models are used to calculate the expected

future value of payments by product, which are discounted back to a

present value. The model’s interest rate inputs are benchmark interest

rates and active broker quoted interest rates in the swap, bond and

futures markets. Interest rate volatilities are sourced from brokers and

consensus data providers.

Foreign exchange

products

Derivative financial

instruments

Due from related entities

Due to related entities

FX swaps and FX forward

contracts – derivative

financial instruments

Derived from market observable inputs or consensus pricing providers

using industry standard models.

Asset backed debt

instruments

Trading securities and

financial assets

designated at fair value

Available-for-sale

securities

Asset backed securities

Valued using an industry approach to value floating rate debt with

prepayment features. The main inputs to the model are the trading

margin and the weighted average life of the security. These inputs are

sourced from a consensus data provider. If consensus prices are not

available these are classified as Level 3 instruments.

Non-asset backed

debt instruments

Trading securities and

financial assets

designated at fair value


Available-for-sale

securities


Other financial liabilities

at fair value through

income statement

Local authority and NZ

public securities, other bank

issued certificates of

deposit, commercial paper,

other government securities,

off-shore securities and

corporate bonds

Security repurchase

agreements and reverse

repurchase agreements

over non-asset backed debt

securities with third parties

Valued using observable market prices which are sourced from

consensus pricing services, broker quotes or inter-dealer prices.

Certificates of

deposit

Deposits and other

borrowings

Certificates of deposit

Discounted cash flow using market rates offered for deposits of similar

remaining maturities.

Debt issues at fair

value

Debt issues Debt issues

Discounted cash flows, using a discount rate which reflects the terms

of the instrument and the timing of cash flows adjusted for market

observable changes in the applicable credit rating of Westpac New

Zealand.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 35

Note 27 Fair value of financial assets and financial liabilities (continued)

Instrument Balance sheet

category

Includes: Valuation technique

Life insurance

assets

Life insurance assets

Local authority securities,

investment grade corporate

bonds and units in unlisted

unit trusts

Valued using observable market prices or other widely used and

accepted valuation techniques utilising observable market inputs.


Level 3 instruments

Financial instruments valued where at least one input that could have a significant effect on the instrument’s valuation is not based on observable

market data due to illiquidity or complexity of the product. These inputs are generally derived and extrapolated from other relevant market data

and calibrated against current market trends and historical transactions.

These valuations are calculated using a high degree of management judgment.

Instrument Balance sheet

category

Includes: Valuation technique

Asset backed debt

instruments

Trading securities and

financial assets

designated at fair value

Residential mortgage-

backed securities (‘RMBS’)

and certain other asset

backed securities

RMBS are classified as Level 3 as consensus prices are not available

as valuation inputs. Quotes by a third party broker or lead manager

are used to derive the fair value for these instruments.

Interest rate

derivatives

Derivative financial

instruments

Non-vanilla interest rate

(inflation indexed)

derivatives and long-dated

NZD caps

Valued using industry standard valuation models utilising observable

market inputs which are determined separately for each parameter.

Where unobservable, inputs will be set with reference to an

observable proxy.


The table below summarises the attribution of financial instruments carried at fair value to the fair value hierarchy:

$ millionsLevel 1 Level 2

Level 3

1

Total Level 1 Level 2

Level 3

1

Total

Financial assets measured at fair value on a

recurring basis

Trading securities and financial assets designated at fair

value

91 3,800 58 3,949 668 3,268 99 4,035

Derivative financial instruments1 3,419 - 3,420 - 4,833 5 4,838

Available-for-sale securities1,556 2,531 - 4,087 1,608 2,182 - 3,790

Life insurance assets- 304 - 304 - 269 - 269

Due from related entities1 409 - 410 - 694 - 694

Total financial assets carried at fair value1,649 10,463 58 12,170 2,276 11,246 104 13,626

Financial liabilities measured at fair value on

a recurring basis

Deposits and other borrowings at fair value- 593 - 593 - 1,250 - 1,250

Other financial liabilities at fair value

through income statement39 263 - 302 132 444 - 576

Derivative financial instruments- 3,475 - 3,475 - 6,236 - 6,236

Due to related entities1 574 - 575 - 881 - 881

Debt issues at fair value- 1,642 - 1,642 - 2,410 - 2,410

Total financial liabilities carried at fair value40 6,547 - 6,587 132 11,221 - 11,353

NZ Banking Group

2016

2017



1

Balances within this category of the fair value hierarchy are not considered material to the total trading securities and financial assets designated at fair value and derivative financial

instruments balances.

There were no material amounts of changes in fair value estimated using a valuation technique incorporating significant non-observable inputs

that were recognised in the income statement or the statement of comprehensive income of the NZ Banking Group during the year ended 30

September 2017 (30 September 2016: no material changes in fair value).

Analysis of movements between Fair Value Hierarchy Levels

During the year there were no material transfers between levels of the fair value hierarchy (30 September 2016: nil).

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 36

Note 27 Fair value of financial assets and financial liabilities (continued)

Financial instruments not measured at fair value

For financial instruments not measured at fair value on a recurring basis, fair value has been derived as follows:


Instrument Valuation technique

Loans

Where available, the fair value of loans is based on observable market transactions; otherwise fair value is estimated

using discounted cash flow models. For variable rate loans, the discount rate used is the current effective interest

rate. The discount rate applied for fixed rate loans reflects the market rate for the maturity of the loan and the credit

worthiness of the borrower.

Deposits and

other borrowings

Fair values of deposit liabilities payable on demand (interest free, interest bearing and savings deposits) approximate

their carrying value. Fair values for term deposits are estimated using discounted cash flows, applying market rates

offered for deposits of similar remaining maturities.

Debt issues and

loan capital

Fair values are calculated using a discounted cash flow model. The discount rates applied reflect the terms of the

instruments, the timing of the estimated cash flows and are adjusted for any changes in the applicable credit

spreads.


Due to related

entities

Fair values are calculated in respect of long-term debt using a discounted cash flow model. The discount rate applied

reflects the terms of the loan and the timing of the estimated cash flows. The carrying value of all other balances due

to related entities approximates the fair value. These items are either short-term in nature or re-price frequently.

All other financial

assets and

financial

liabilities

For all other financial assets and financial liabilities, the carrying value approximates the fair value. These items are

either short-term in nature or re-price frequently, and are of a high credit rating.


The tables below summarise the estimated fair value and the attribution of the financial assets and liabilities to the fair value hierarchy of

financial instruments not measured at fair value:

Carrying

$ millionsAmount Level 1 Level 2 Level 3 Total

Financial assets not measured at fair value

Cash and balances with central banks1,761 1,761 - - 1,761

Receivables due from other financial institutions471 431 40 - 471

Other assets378 - - 378 378

Loans77,681 - - 77,717 77,717

Due from related entities2,213 - 2,212 1 2,213

Total financial assets82,504 2,192 2,252 78,096 82,540

Financial liabilities not measured at fair value

Payables due to other financial institutions1,043 210 833 - 1,043

Other liabilities 521 - 521 - 521

Deposits and other borrowings58,405 - 57,849 601 58,450

Due to related entities3,071 - 3,084 - 3,084

Debt issues 15,087 - 15,259 - 15,259

Loan capital2,822 - 1,733 1,188 2,921

Total financial liabilities80,949 210 79,279 1,789 81,278

NZ Banking Group

2017

Fair Value


Carrying

$ millionsAmount Level 1 Level 2 Level 3 Total

Financial assets not measured at fair value

Cash and balances with central banks1,472 1,472 - -

1,472

Receivables due from other financial institutions844 786

58 - 844

Other assets254 - - 254 254

Loans75,582 - -

75,831 75,831

Due from related entities

524 - 524

- 524

Total financial assets78,676 2,258 582 76,085 78,925

Financial liabilities not measured at fair value

Payables due to other financial institutions616 91 525 - 616

Other liabilities

465 - 465 - 465

Deposits and other borrowings57,541 - 57,070 527 57,597

Due to related entities2,644 - 2,658 - 2,658

Debt issues 12,317 - 12,473 - 12,473

Loan capital1,091 - - 1,111 1,111

Total financial liabilities74,674 91 73,191 1,638 74,920

Fair Value

NZ Banking Group

2016

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 37

Note 28 Offsetting financial assets and financial liabilities

Accounting policy

Financial assets and liabilities are presented net on the balance sheet when the NZ Banking Group has a legally enforceable right to offset them in

all circumstances and there is an intention to settle the asset and liability on a net basis, or to realise the asset and settle the liability

simultaneously. The gross assets and liabilities behind the net amounts reported on the balance sheet are disclosed in the table below.

Some of the NZ Banking Group’s offsetting arrangements are not enforceable in all circumstances. The assets and liabilities under such

agreements are also disclosed in the table below, to illustrate the net balance sheet amount if these future events should occur. The amounts in

the tables below may not tie back to the balance sheet if there are balances which are not subject to offsetting arrangements. The amounts

presented in this note do not represent the credit risk exposure of the NZ Banking Group. Refer to Note 36.2 for information on credit risk

management. The offsetting and collateral arrangements and other credit risk mitigation strategies used by the NZ Banking Group are further

explained in the ‘Management of risk mitigation’ section under Note 36.2.

Net Amounts Other

Reported Recognised Financial

Gross Amounts on the Financial Cash Instrument

$ millionsAmounts Offset Balance Sheet Instruments Collateral Collateral Net amount

Assets

Securities purchased under agreement

to resell

1

757 - 757 - - (754) 3

Derivative financial instruments4,130 (710) 3,420 (1,731) (58) - 1,631

Due from related entities - derivative

financial instruments

2

410 - 410 (410) - - -

Total assets5,297 (710) 4,587 (2,141) (58) (754) 1,634

Liabilities

Security repurchase agreements

3

235 - 235 - - (235) -

Derivative financial instruments4,185 (710) 3,475 (1,731) (332) - 1,412

Due to related entities - derivative

financial instruments

4

575 - 575 (410) - - 165

Total liabilities 4,995 (710) 4,285 (2,141) (332) (235) 1,577

NZ Banking Group

2017

Amounts Subject to Enforceable

Netting Arrangements But Not Offset

Effects of Offsetting on Balance Sheet


Net Amounts Other

Reported Recognised

Financial

Gross

Amounts on the Financial

Cash Instrument

$ millions

Amounts Offset

Balance Sheet Instruments Collateral

Collateral

Net amount

Assets

Securities purchased under agreement

to resell

1

311 -

311

-

-

(311) -

Derivative financial instruments5,905

(1,067) 4,838

(3,749) (71)

-

1,018

Due from related entities - derivative

financial instruments

2

694 -

694

(694) -

- -

Total assets6,910

(1,067)

5,843 (4,443)

(71) (311)

1,018

Liabilities

Security repurchase agreements

3

444 -

444 -

- (444)

-

Derivative financial instruments7,303 (1,067) 6,236 (3,749)

(781) - 1,706


Due to related entities - derivative

financial instruments

4

881 -

881 (694)

- -

187

Total liabilities 8,628

(1,067) 7,561 (4,443)

(781) (444) 1,893


Effects of Offsetting on Balance Sheet

NZ Banking Group

2016

Netting Arrangements But Not Offset

Amounts Subject to Enforceable


1

Forms part of trading securities and financial assets designated at fair value on the balance sheet (refer to Note 11).

2

Forms part of due from related entities on the balance sheet (refer to Note 25).

3

Forms part of other financial liabilities at fair value through income statement on the balance sheet (refer to Note 21).

4

Forms part of due to related entities on the balance sheet (refer to Note 25).


Other recognised financial instruments

These financial assets and liabilities are subject to master netting agreements which are not enforceable in all circumstances, so they are

recognised gross on the balance sheet. The offsetting rights of the master netting arrangements can only be enforced if a predetermined

event occurs in the future, such as a counterparty defaulting.

Cash collateral and financial instrument collateral

These amounts are received or pledged under master netting arrangements against the gross amounts of assets and liabilities. Financial

instrument collateral typically comprises securities which can be readily liquidated in the event of counterparty default. The offsetting rights of

the master netting arrangement can only be enforced if a predetermined event occurs in the future, such as a counterparty defaulting.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 38

Note 29 Operating lease commitments

The NZ Banking Group leases various commercial and retail premises and related plant and equipment. The lease commitments at 30 September

are as follows:

$ millions

2017 2016

Due within one year55


57

Due after one year but not later than five years

141

141



Due after five years

159 16

Total lease commitments355 214




NZ Banking Group


Operating leases are entered into to meet the business needs of entities in the NZ Banking Group. Lease rentals are determined in

accordance with market conditions when leases are entered into or on rental review dates.


Note 30 Credit related commitments, contingent assets and contingent liabilities

Undrawn credit commitments

The NZ Banking Group enters into various arrangements with customers which are only recognised on the balance sheet when called upon.

These arrangements include commitments to extend credit, bill endorsements, financial guarantees, standby letters of credit and underwriting

facilities.

They expose the NZ Banking Group to liquidity risk when called upon and also to credit risk if the customer fails to repay the amounts owed at the

due date. The maximum exposure to credit loss is the contractual or notional amount of the instruments disclosed below. Some of the

arrangements can be cancelled by the NZ Banking Group at any time and a significant portion is expected to expire without being drawn. The

actual required liquidity and credit risk exposure is therefore less than the amounts disclosed. The NZ Banking Group uses the same credit

policies when entering into these arrangements as it does for on-balance sheet instruments. Refer to Note 36 for further details on liquidity risk

and credit risk management.

Westpac New Zealand is obliged to repurchase any loan sold to and held by:

(a) WNZSL (pursuant to its securitisation programme) where the loan does not meet certain terms and conditions of the WNZSL securitisation

programme;

(b) WNZCBL (pursuant to the CB Programme) where:

(i) it is discovered that there has been a material breach of a sale warranty (or any such sale warranty is materially untrue);

(ii) the loan becomes materially impaired or is enforced prior to the second monthly covered bond payment date falling after the assignment

of the loan; or

(iii) at the cut-off date relating to the loan, there were arrears of interest and that loan subsequently becomes a delinquent loan prior to the

second monthly covered bond payment date falling after the assignment of the loan.

It is not envisaged that any liability resulting in material loss to the NZ Banking Group will arise from these obligations.

$ millions2017 2016

Letters of credit and guarantees

1

1,041 1,347

Commitments to extend credit

2

24,919 23,988

Other10 -

Total undrawn credit commitments25,970 25,335

NZ Banking Group



1

Letters of credit and guarantees are undertakings to pay, against presentation documents, an obligation in the event of a default by a customer. Guarantees are unconditional undertakings

given to support the obligations of a customer to third parties. The NZ Banking Group may hold cash as collateral for certain guarantees issued.

2

Commitments to extend credit include all obligations on the part of the NZ Banking Group to provide credit facilities. As facilities may expire without being drawn upon, the notional amounts do

not necessarily reflect future cash requirements.

Contingent assets

The credit commitments shown in the table above also constitute contingent assets. These commitments would be classified as loans on the

balance sheet on the contingent event occurring.

Contingent liabilities

The NZ Banking Group has contingent liabilities in respect of actual and potential claims and proceedings. An assessment of the NZ Banking

Group’s likely loss in respect of these matters has been made on a case-by-case basis and provision has been made in these financial statements

where appropriate.

Additional information relating to any provision or contingent liability has not been provided where disclosure of such information might be

expected to seriously prejudice the position of the NZ Banking Group.

WNZIL, a subsidiary of Westpac New Zealand, leases the majority of the properties occupied by the NZ Banking Group. Westpac New Zealand

guarantees a significant portion of lease obligations. As is normal practice, the lease agreements contain ‘make good’ provisions which require

WNZIL, upon termination of the lease, to return the premises to the lessor in the original condition. The maximum amount payable by WNZIL upon

vacation of all leased premises subject to these provisions as at 30 September 2017 was estimated to be $30 million (30 September 2016: $31

million).

No amount has been recognised for the $30 million in estimated maximum vacation payments as the NZ Banking Group believes it is highly

unlikely that WNZIL would incur a material operating loss as a result of such ‘make good’ provisions in the normal course of its business

operations.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 39

Note 31 Segment reporting

Accounting policy

Operating segments are presented on a basis that is consistent with information provided internally to the NZ Banking Group’s chief operating

decision-makers and reflects the management of the business, rather than the legal structure of the NZ Banking Group. The chief operating

decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The NZ

Banking Group has determined that the NZ Banking Group executive team is its chief operating decision-maker.

All transactions between business segments are conducted on an arm’s length basis, with inter-segment revenue and costs being eliminated at

head office. Income and expenses directly associated with each segment are included in determining business segment performance.

The NZ Banking Group operates predominantly in the consumer banking and wealth, commercial, corporate and institutional banking, and

investments and insurance sectors within New Zealand. On this basis, no geographical segment reporting is provided.

The operating segment results have been presented on a management reporting basis and consequently internal charges and transfer pricing

adjustments have been reflected in the performance of each operating segment. Intersegment pricing is determined on a cost recovery basis.

The NZ Banking Group does not rely on any single major customer for its revenue base.

Comparative information for the year ended 30 September 2016 has been restated following customer segmentation changes, as well as changes

to the net interest income in the operating segments, as a result of the Overseas Bank updating its capital allocation framework. Comparative

information has been restated to ensure consistent presentation with the current reporting period. The revised presentation has no impact on total

profit before income tax expense for the year ended 30 September 2016.

The NZ Banking Group’s operating segments are defined by the customers they serve and the services they provide. The NZ Banking Group has

identified the following main operating segments:

 Consumer Banking and Wealth provides financial services predominantly for individuals;

 Commercial, Corporate and Institutional Banking provides a broad range of financial services for commercial, corporate, property finance,

agricultural, institutional and government customers, and the supply of derivatives and risk management products to the entire Westpac

customer base in New Zealand; and

 Investments and Insurance provides funds management and insurance services.

Reconciling items primarily represent:

 business units that do not meet the definition of operating segments under NZ IFRS 8 Operating Segments;

 elimination entries on consolidation/aggregation of the results, assets and liabilities of the NZ Banking Group’s controlled entities in the

preparation of the aggregated financial statements of the NZ Banking Group; and

 results of certain business units excluded for management reporting purposes, but included within the aggregated financial statements of the

NZ Banking Group for statutory financial reporting purposes.

ConsumerCommercial,Investments

Banking and

Corporate andand

Reconciling

$ millions

WealthInstitutionalInsuranceItems

Total

For the year ended 30 September 2017

Net interest income1,063

715191,788

Non-interest income220288131(14)625

Net operating income before operating expenses and impairment1,2831,003132(5)2,413

Net operating income from external customers1,7471,323136(793)2,413

Net internal interest expense(464)(320)(4)788-

Net operating income before operating expenses and impairment1,2831,003132(5)2,413

Operating expenses(709)(250)(29)(18)(1,006)

Impairment (charges)/benefits(34)97-1376

Profit before income tax540850103(10)1,483

Total gross loans44,70733,294-3078,031

Total deposits34,04424,361-59358,998

For the year ended 30 September 2016

Net interest income/(expense)1,032736(4)101,774

Non-interest income

230

246128(16)588

Net operating income before operating expenses and impairment1,262982124(6)2,362

Net operating income from external customers1,7531,345129(865)2,362

Net internal interest expense(491)(363)(5)859-

Net operating income before operating expenses and impairment1,262982124(6)2,362

Operating expenses(711)(247)(26)31(953)

Impairment charges(28)(29)-(16)(73)

Profit before income tax5237069891,336

Total gross loans42,69533,288-3476,017

Total deposits32,83024,711-1,25058,791

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 40

Note 32 Securitisation, covered bonds and other transferred assets

The NZ Banking Group enters into transactions in the normal course of business by which financial assets are transferred to counterparties or

structured entities. Depending on the circumstances, these transfers may result in derecognition of the assets in their entirety, partial derecognition

or no derecognition of the assets subject to the transfer. For the NZ Banking Group’s accounting policy on derecognition of financial assets, refer

to Note 1.

Securitisation

Securitisation is the transferring of assets (or an interest in either the assets or the cash flows arising from the assets) to a structured entity

which then issues interest bearing debt securities to third party investors.

Own assets securitised

Securitisation of its own assets is used by the NZ Banking Group as a funding and liquidity tool.

For securitisation structured entities which the NZ Banking Group controls, as defined in Note 33, the structured entities are classified as

subsidiaries and consolidated. When assessing whether the NZ Banking Group controls a structured entity, it considers its exposure to and

ability to affect variable returns. The NZ Banking Group may have variable returns from a structured entity through ongoing exposures to the

risks and rewards associated with the assets, the provision of derivatives, liquidity facilities, trust management and operational services.

In October 2008, WNZSL was set up as part of Westpac New Zealand’s internal residential mortgage-backed securitisation programme.

Under this programme Westpac New Zealand sold the rights (but not the obligations) of a pool of housing loans to WNZSL. The purchase was

funded by WNZSL’s issuance of residential mortgage-backed securities (‘RMBS’). The RMBS and an equivalent liability in the form of a

deemed loan from Westpac New Zealand to WNZSL, are fully eliminated in the NZ Banking Group’s financial statements. Refer to Note 30 for

a description of the NZ Banking Group’s obligation to repurchase certain housing loans sold to WNZSL.

Covered bonds

The NZ Banking Group has a covered bond programme whereby selected pools of housing loans it originates are assigned to a bankruptcy

remote structured entity. WNZCBL is a special purpose entity established to purchase from time to time, and hold the rights, but not the

obligations of a pool of housing loans (‘cover pool’) and to provide a financial guarantee (in addition to that of Westpac New Zealand) in

respect of obligations under the covered bonds issued from time to time by WSNZL under the CB Programme. That financial guarantee is

supported by WNZCBL granting security in favour of the covered bondholders over the cover pool.

The intercompany loan made by Westpac New Zealand to WNZCBL to fund the initial purchase (and subsequent further purchases which

increased the cover pool) and the liability representing the deemed loan from WNZCBL to Westpac New Zealand are fully eliminated in the NZ

Banking Group’s financial statements. Refer to Note 30 for a description of the NZ Banking Group’s obligation to repurchase certain housing

loans sold to WNZCBL.

Security repurchase agreements

Where securities are sold subject to an agreement to repurchase at a predetermined price, they remain recognised on the balance sheet in

their original category (i.e. trading securities or available-for-sale securities).

The cash consideration received is recognised as a liability (security repurchase agreements). Refer to Notes 17 and 21 for further details.

The following table presents the NZ Banking Group’s assets transferred and their associated liabilities:

Carrying Carrying

amount of amount of Fair value of Fair value of

transferred associated transferred associated Net fair value

$ millionsassets liabilities assets liabilities position

2017

Securitisation - own assets

1

5,034 5,013 5,018 5,013 5

Covered bonds

2

7,535 5,246 n/a n/a n/a

Security repurchase agreements235 235 n/a n/a n/a

Total12,804 10,494 5,018 5,013 5

2016

Securitisation - own assets

1

5,036 5,014 5,020 5,014 6

Covered bonds

2

7,541 3,487 n/a n/a n/a

Security repurchase agreements

444 444 n/a n/a n/a

Total13,021 8,945 5,020 5,014 6

NZ Banking Group

For those liabilities that only have

recourse to the transferred assets:


1

The most senior rated securities at 30 September 2017 of $4,700 million (30 September 2016: $4,750 million) qualify as eligible collateral for repurchase agreements with the Reserve Bank.

Westpac New Zealand takes advantage of the Reserve Bank’s guidelines for its overnight reverse repo facility and open market operations, which allows banks in New Zealand to offer RMBS

as collateral for the Reserve Bank’s repurchase agreements.

2

The difference between the carrying values of the covered bonds and the assets pledged allows for the immediate issuance of additional covered bonds if required. These additional

assets can be repurchased by Westpac New Zealand at its discretion, subject to the conditions set out in the transaction documents. The cover pool is comprised of housing loans up to

a value of $7,500 million as at 30 September 2017 (30 September 2016: $7,500 million). Over time, the composition of the cover pool will include, in addition to housing loans, accrued

interest (representing accrued and unpaid interest on the outstanding housing loans) and cash (representing collections of principal and interest from the underlying housing loans).


Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 41

Note 33 Structured entities

Accounting policy

Structured entities are generally created to achieve a specific, defined objective and their operations are restricted such as only purchasing

specific assets. Structured entities are commonly financed by debt or equity securities that are collateralised by and/or indexed to their underlying

assets. The debt and equity securities issued by structured entities may include tranches with varying levels of subordination.

Structured entities are classified as subsidiaries and consolidated if they meet the definition in Note 1. If the NZ Banking Group does not control a

structured entity then it will not be consolidated.

The NZ Banking Group engages in various transactions with both consolidated and unconsolidated structured entities that are mainly involved

in securitisations, asset backed structures and managed funds.

Consolidated structured entities

Securitisation and covered bonds

The NZ Banking Group uses structured entities to securitise its financial assets through the CB Programme and the Bank’s internal residential

mortgage-backed securitisation programme. Refer to Note 32 for further details.

NZ Banking Group managed funds

As disclosed in Note 25 and the ‘Funds management and other fiduciary activities’ section below, the PIE Funds are consolidated within the

financial statements of the NZ Banking Group.

Non-contractual financial support

The NZ Banking Group does not provide non-contractual financial support to these consolidated structured entities.

Unconsolidated structured entities

The NZ Banking Group has interests in various unconsolidated structured entities including debt instruments, guarantees, liquidity arrangements,

lending, loan commitments, certain derivatives and investment management agreements.

Interests exclude non-complex derivatives (e.g. interest rate swap agreements) and lending to a structured entity with recourse to a wider

operating entity, not just the structured entity.

The NZ Banking Group’s main interests in unconsolidated structured entities, which arise in the normal course of business, are:

Trading securities and

financial assets designated at

fair value

The NZ Banking Group actively trades interests in structured entities and normally has no other involvement

with the structured entity. This includes RMBS or other asset-backed securities. These assets are highly rated,

investment grade and eligible for repurchase agreements with the RBNZ or another central bank. The NZ

Banking Group earns interest income on these securities and also recognises fair value changes through

trading income in non-interest income.

Loans and other credit

commitments

The NZ Banking Group lends to unconsolidated structured entities, subject to the NZ Banking Group’s collateral

and credit approval processes, in order to earn interest and fee income. The structured entities are mainly

securitisation entities.

Investment management

agreements

The NZ Banking Group manages funds that provide customers with investment opportunities. The NZ Banking

Group also manages superannuation funds for its employees. The NZ Banking Group earns management and

performance fee income which is recognised in non-interest income.

The NZ Banking Group may also retain units in these investment management funds, primarily through its

consolidated life insurance entity. The NZ Banking Group earns fund distribution income and recognises fair

value movements through non-interest income.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 42

Note 33 Structured entities (continued)

The following table shows the NZ Banking Group’s interests in unconsolidated structured entities and its maximum exposure to loss in relation to

those interests. The maximum exposure does not take into account any collateral or hedges that will reduce the risk of loss.

 For on-balance sheet instruments, including debt instruments in and loans to unconsolidated structured entities, the maximum exposure to

loss is the carrying value; and

 For off-balance sheet instruments, including liquidity facilities, loan and other credit commitments and guarantees, the maximum exposure to

loss is the notional amounts.

Investment in

Third Party

Mortgage and

other Asset-Financing toGroup

Backed

Securitisation

Managed

$ millions

Securities

1

VehiclesFunds

Total

Assets

Trading securities and financial assets designated at fair value

78



-


- 78


Loans

-


2,297



-




2,297



Life insurance assets- -

196



196




Total on-balance sheet exposures

78


2,297 196 2,571


Total notional amounts of off-balance sheet exposures

-




1,052




65 1,117

Maximum exposure to loss78

3,349


261




3,688



Size of structured entities

2

820



3,349



9,109

13,278


2017

NZ Banking Group


Investment in

Third Party

Mortgage and

other Asset-Financing toGroup

BackedSecuritisationManaged

$ millions

Securities

1

Vehicles

FundsTotal

Assets

Trading securities and financial assets designated at fair value

99

- -

99


Loans-

2,228


-

2,228


Life insurance assets

-

- 160

160


Total on-balance sheet exposures99


2,228

160

2,487


Total notional amounts of off-balance sheet exposures- 881

65

946


Maximum exposure to loss99


3,109

225

3,433


Size of structured entities

2

810

3,109

8,173

12,092


NZ Banking Group

2016



1

The NZ Banking Group's interests in third party mortgage and other asset-backed securities are senior tranches of notes and are investment grade rated.

2

Represented by the total assets or market capitalisation of the entity, or if not available, the NZ Banking Group's total committed exposure (for lending arrangements and external debt

holdings), funds under management (for Group managed funds) or the total value of notes on issue (for investments in third-party asset-backed securities).

Non-contractual financial support

The NZ Banking Group does not provide non-contractual financial support to these unconsolidated structured entities.

Funds management and other fiduciary activities

The NZ Banking Group conducts investment and other fiduciary activities that result in the holding or placing of assets on behalf of individuals,

trusts, retirement benefit plans and other institutions. These assets are not the property of the NZ Banking Group and accordingly are not included

in these financial statements, with the exception of the PIE Funds which are treated as controlled entities of Westpac New Zealand (refer to Note

25 for further details) and life insurance assets owned by Westpac Life which are included in wholesale client portfolios. Where controlled entities

incur certain liabilities in respect of these activities, a right of indemnity exists against the assets of the applicable trusts. As these assets are

sufficient to cover liabilities, and it is not probable that the controlled entities will be required to settle them, the liabilities are not included in the

consolidated financial statements.

The PIE Funds are managed by a member of the NZ Banking Group (refer to Note 25 for further details) and invest in deposits with Westpac New

Zealand. Westpac New Zealand is considered to control the PIE Funds, and as such they are consolidated within the financial statements of the

NZ Banking Group.

The value of assets subject to funds management and other fiduciary activities as at the reporting date were as follows:

$ millions2017 2016

Private and priority627 587

Retirement plans5,418 4,578

Retail unit trusts2,365 2,389

Wholesale client portfolios699 619

Term PIE1,746 1,365

Cash PIE815 1,038

Notice Saver PIE309 190

Total funds under management11,979 10,766

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 43

Note 33 Structured entities (continued)

Marketing and distribution of insurance products

The NZ Banking Group markets and distributes both life and general insurance products. The life insurance products are underwritten by Westpac

Life and by external third party insurance companies. The general insurance products are fully underwritten by external third party insurance

companies. Disclosures are made in marketing material that the products are underwritten by those companies. Where the products are

underwritten by Westpac Life, the disclosures state that other members of the Overseas Banking Group do not guarantee the obligations of, or

any products issued by, Westpac Life. Where the products are underwritten by third parties, the disclosures state that Westpac New Zealand does

not guarantee the obligations of, or any products issued by, those companies.

Risk management

The NZ Banking Group's risk management strategy (refer to Note 36) will help minimise the possibility that any difficulties arising from the above

activities would adversely impact the NZ Banking Group.


Note 34 Insurance business

Accounting policy

The NZ Banking Group conducts insurance business through one of its controlled entities, Westpac Life, which is licensed under the Insurance

(Prudential Supervision) Act 2010 (‘IPSA’).

Life insurance assets include investments held by the NZ Banking Group’s life insurance company and net insurance policy assets relating to life

insurance contracts.

Assets held by the NZ Banking Group’s life insurance company, including investments in funds managed by the NZ Banking Group, are

designated at fair value through profit or loss. Changes in fair value are recognised in non-interest income.

It is a requirement of the IPSA that a life insurance company must have at least one statutory fund in respect of its life insurance business. A

statutory fund was established by Westpac Life on 1 October 2012. The statutory fund is subject to restrictions imposed under IPSA. The main

restrictions are:

• that the assets in the statutory fund are only available to meet the liabilities and expenses of the life insurance business and cannot be used to

support any other business of the life insurance company; and

• distribution of the retained profits of a statutory fund may only be made when certain solvency and other requirements are met.

Refer to Note 3 for details on the accounting policy related to net life insurance income and change in policy liabilities.

Critical accounting assumptions and estimates

The key factors that affect the estimation of net insurance policy assets are:

 the cost of providing benefits and administrating contracts;

 mortality and morbidity experience which includes policyholder benefit enhancements;

 discontinuance rates, which affects the NZ Banking Group’s ability to recover the cost of acquiring new business over the life of the contracts;

and

 the discount rate of projected future cash flows.

Regulation, competition, interest rates, taxes, securities market conditions and general economic conditions also affect the estimation of net

insurance policy assets.

Westpac Life’s primary insurance activities are the development, underwriting and management of products under life insurance legislation which

provide insurance cover against the risks of death, disability, redundancy and bankruptcy. Westpac Life also manages insurance agency

arrangements whereby general insurance and life insurance products are made available to NZ Banking Group customers. The insurance

business of Westpac Life comprises less than one percent of the total assets of the NZ Banking Group.

The following table presents the aggregate amount of the NZ Banking Group’s insurance business calculated in accordance with the Overseas

Bank’s conditions of registration as at the reporting date:

$ millions2017 2016

Total assets of insurance business

228 187

As a percentage of total consolidated assets of the NZ Banking Group0.24% 0.20%


The Overseas Bank does not conduct any insurance or non-financial activities in New Zealand outside of the NZ Banking Group.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 44

Note 35 Capital adequacy

The table below represents the capital adequacy calculation for the Overseas Banking Group and Overseas Bank based on APRA’s application of

the Basel III capital adequacy framework.

2017

2016

%Unaudited Unaudited

Overseas Banking Group (excluding entities specifically excluded by APRA regulations)

1, 2

Common equity Tier 1 capital ratio10.6 9.5

Additional Tier 1 capital ratio2.1 1.7

Tier 1 capital ratio12.7 11.2

Tier 2 capital ratio2.1 1.9

Total regulatory capital ratio14.8 13.1

Overseas Bank (Extended Licensed Entity)

1, 3

Common equity Tier 1 capital ratio10.4

9.7

Additional Tier 1 capital ratio2.2 1.9

Tier 1 capital ratio12.6 11.6

Tier 2 capital ratio2.4 2.1

Total regulatory capital ratio15.0 13.7


1

The capital ratios represent information mandated by APRA. The capital ratios of the Overseas Banking Group are publicly available in the Overseas Banking Group’s Pillar 3 report. This

information is made available to users via the Overseas Bank’s website (www.westpac.com.au).

2

Overseas Banking Group (excluding entities specifically excluded by APRA regulations) comprises the consolidation of the Overseas Bank and its subsidiary entities except those entities

specifically excluded by APRA regulations for the purposes of measuring capital adequacy (Level 2). The head of the Level 2 group is the Overseas Bank.

3

Overseas Bank (Extended Licensed Entity) comprises the Overseas Bank and its subsidiary entities that have been approved by APRA as being part of a single Extended Licensed Entity for

the purpose of measuring capital adequacy (Level 1).

Under APRA’s Prudential Standards, Australian authorised deposit-taking institutions (‘ADI’), including the Overseas Banking Group are required

to maintain minimum ratios of capital to risk-weighted assets (‘RWA’), as determined by APRA. For the calculation of RWAs, the Overseas

Banking Group is accredited by APRA to apply advanced models permitted by the Basel III global capital adequacy regime. The Overseas

Banking Group uses the Advanced Internal Ratings Based (‘Advanced IRB’) approach for credit risk, the Advanced Measurement Approach

(‘AM A’) for operational risk and the internal model approach for interest rate risk in the banking book for calculating regulatory capital. APRA’s

prudential standards are generally consistent with the International Regulatory Framework for Banks, also known as Basel III, issued by the Basel

Committee on Banking Supervision (‘BCBS’), except where APRA has exercised certain discretions.

The Overseas Banking Group is required to disclose additional detailed information on its risk management practices and capital adequacy on

a quarterly basis. This information is made available to users via the Overseas Banking Group’s website (www.westpac.com.au).

The Overseas Banking Group (excluding entities specifically excluded by APRA regulations), and the Overseas Bank (Extended Licensed Entity

as defined by APRA), exceeded the minimum capital adequacy requirements as specified by APRA as at 30 September 2017.

The Overseas Banking Group’s approach seeks to balance the fact that capital is an expensive form of funding with the need to be adequately

capitalised as an ADI. The Overseas Banking Group considers the need to balance efficiency, flexibility and adequacy when determining

sufficiency of capital and when developing capital management plans.

The Overseas Banking Group evaluates these considerations through an Internal Capital Adequacy Assessment Process, the key features of

which include:

 the development of a capital management strategy, including consideration of regulatory minimums, capital buffers and contingency plans;

 consideration of both economic and regulatory capital requirements;

 a stress testing framework that challenges the capital measures, coverage and requirements, including the impact of adverse economic

scenarios; and

 consideration of the perspectives of external stakeholders including rating agencies and equity and debt investors.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 45

Note 36 Risk management

The NZ Banking Group regards the management of risk to be a fundamental management activity performed at all levels of its business. The NZ

Banking Group’s risk management strategy includes a sound risk culture and sets out minimum standards for risk management across all risk

types (‘Risk Management Strategy’). The NZ Banking Group adopts a ‘Three Lines of Defence’ approach to risk management which reflects our

cu lture of ‘risk is everyone’s business in which all employees are responsible for identifying and managing risk and operating within the NZ

Banking Group’s desired risk profile.

The 1st Line of Defence – Risk identification, risk management and self-assurance

Divisional business units are responsible for identifying, evaluating and managing the risks that they originate within approved risk appetite

and policies. They are required to establish and maintain appropriate risk management controls, resources and self-assurance processes.

The 2nd Line of Defence – Establishment of risk management frameworks and policies and risk management oversight

The 2nd Line of Defence comprises separate risk and compliance advisory, control, assurance and monitoring functions, which establish

frameworks, policies, limits and processes for the management, monitoring and reporting of risk. The 2nd Line of Defence may approve risks

outside the authorities granted to the 1st Line and also evaluate and opine on the adequacy and effectiveness of 1st Line controls and

application of frameworks and policies and, where necessary, require improvement and monitor the 1st Line’s progress toward remediation of

identified deficiencies.

The 3rd Line of Defence – Independent assurance

The audit function independently evaluates the adequacy and effectiveness of the Group’s overall risk management framework and controls.

Financial instruments are fundamental to the NZ Banking Group’s business of providing banking and financial services. The associated financial

risks (including credit risk, funding and liquidity risk and market risk) are a significant proportion of the total risks faced by the NZ Banking Group.

This note details the risk management policies, practices and quantitative information of the NZ Banking Group’s principal risk exposures.

Principal risks Note name

Note

number

Overview

Risk management frameworks 36.1.1

Group audit 36.1.2

Reviews in respect of risk management systems 36.1.3

Credit risk

The risk of financial loss where a customer or

counterparty fails to meet their financial obligations. It

arises from the NZ Banking Group’s lending activities

and from interbank, treasury and international trade

activities.



Credit risk ratings system 36.2.1

Credit risk mitigation, collateral and other credit enhancements 36.2.2

Credit risk concentrations 36.2.3

Regulatory capital 36.2.4

Residential mortgages by loan-to-value ratio (‘LVR’)

36.2.5

Credit quality of financial assets 36.2.6

Collateral held 36.2.7

Operational risk and compliance risk

Operational risk is the risk of loss resulting from

inadequate or failed internal processes, people and

systems, or from external events. The definition is

aligned to the regulatory (Basel II) definition, including

legal and regulatory risk but excluding strategic and

reputation risk.

Compliance risk is the risk of legal or regulatory

sanction, financial loss or reputation loss arising from

the NZ Banking Group’s failure to abide by the

compliance obligations required of the NZ Banking

Group.

Operational risk and compliance risk 36.3

Funding and liquidity risk

The risk that the NZ Banking Group will be unable to

fund assets and meet obligations as they become due.




Liquidity modelling

Sources of liquidity

Contractual maturity of financial instruments

Expected maturity

36.4.1

36.4.2

36.4.3

36.4.4

Market risk

The risk of an adverse impact on earnings resulting

from changes in market factors, such as foreign

exchange rates, interest rates, commodity prices and

equity prices.


Value-at-Risk (‘VaR’)

36.5.1

Traded market risk 36.5.2

Non-traded market risk 36.5.3

Market risk notional capital charges 36.5.4

Interest rate sensitivity 36.5.5

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 46

Note 36 Risk management (continued)

36.1

Overview

36.1.1 Risk management frameworks

The Board is responsible for approving the Overseas Banking Group’s Risk Management Strategy and Overseas Banking Group’s Risk Appetite

Statement and monitoring the effectiveness of risk management by the Overseas Banking Group.

The Board has delegated authority to the Overseas Bank’s Board Risk and Compliance Committee (‘Group BRCC’) to:

 review and recommend the Overseas Banking Group’s Risk Management Strategy and Risk Appetite Statement to the Board for

approval;

 set risk appetite consistent with the Overseas Banking Group’s Risk Appetite Statement;

 approve frameworks, policies and processes for managing risk (consistent with the Overseas Banking Group’s Risk Management Strategy

and Risk Appetite Statement); and

 review and, where appropriate, approve risks beyond the approval discretion provided to management.


The Board is also supported by the Overseas Bank’s Board Audit Committee (‘Group BAC’) which assists the Board in fulfilling its responsibilities

in relation to:

 oversight of financial reporting and compliance with prudential regulatory reporting. With reference to the Group BRCC, this includes an

oversight of regulatory and statutory reporting requirements;

 reviewing, discussing with management and the external auditor, and assessing the processes used to monitor and comply with laws,

regulations and other requirements relating to external reporting of financial and non-financial information;

 oversight of the external audit engagement, including the external auditor’s qualifications, performance, independence and fees; and

 oversight of the performance of the internal audit function.


Further to the Directors’ Statement on page 8:

 the Overseas Bank and Westpac New Zealand together had systems in place to monitor and control adequately the material risks of the

following relevant members of the NZ Banking Group:

 BTNZ;

 BTFGNZL;

 WFSGNZL;

 Westpac Life;

 WNNZL;

 WSNNZL;

 WGINZL;

 WHNZL;

 WCNZL; and

 WNZGL;

 the Overseas Bank and Westpac New Zealand together had systems in place to monitor and control adequately the material risks of the

NZ Branch;

 the Overseas Bank had systems in place to monitor and control adequately the material risks of Capital Finance New Zealand Limited and

Sie-Lease (New Zealand) Pty Limited; and

 the remaining relevant members of the NZ Banking Group are not considered to have material risks.

The NZ Banking Group has an Executive Risk Committee (‘ERC’) which meets quarterly, and which oversees the management of enterprise risks

across the New Zealand incorporated entities within the Overseas Banking Group of companies (excluding Westpac New Zealand and its

subsidiaries which are overseen by the Westpac New Zealand Executive Risk Committee (‘WNZL RISKCO’)). Enterprise risks include, but are not

limited to, credit risk, compliance risk, operational risk, funding and liquidity risk, market risk, conduct risk, business risk, sustainability risk, equity

risk, insurance risk, related entity (contagion) risk and reputation risk.

Westpac Life and BTNZ maintain separate Risk Management Frameworks. Both documents are approved by the respective Board of each entity

and are closely aligned to the Group and WNZL Risk Management Strategy whilst reflecting each entity's specific regulatory and operating

environment.

Westpac New Zealand, a member of the NZ Banking Group, is a locally incorporated registered bank. Westpac New Zealand's Risk Management

Strategy is closely aligned with that of the Overseas Banking Group, and the Board of Westpac New Zealand is responsible for the risk

management of that bank and its subsidiaries.

The Boards of the other entities making up the NZ Banking Group have ultimate responsibility for overseeing the effective deployment of the Risk

Management Strategy for these entities.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 47

Note 36 Risk management (continued)

For each of its primary risks, the NZ Banking Group maintains risk management frameworks and a number of supporting policies that define roles

and responsibilities, acceptable practices, limits and key controls:

Risk Risk management framework and controls

Credit risk


 The Overseas Bank’s Credit Risk Management Framework

describes the principles, methodologies, systems,

roles and responsibilities, reports and key controls for managing credit risk. Within the

Credit Risk Management

Framework, the NZ Banking Group has its own credit approval limits approved by Westpac New Zealand’s

Board and delegated by the Overseas Banking Group’s Chief Risk Officer.

 The Westpac New Zealand Board Risk and Compliance Committee (‘WNZL BRCC’) and ERC monitor the risk

profile, performance and management of the NZ Banking Group’s credit portfolio and the development and

review of key credit risk policies.

 The Credit Risk Rating System Policy describes the credit risk rating system philosophy, design, key features

and uses of rating outcomes.

 All models materially impacting the risk rating process are periodically reviewed in accordance with the NZ

Banking Group’s model risk policies.

 An annual review is performed of the Credit Risk Rating System by the WNZL BRCC and ERC

and is approved

by the Group BRCC.

 Specific credit risk estimates (including PD, LGD and EAD levels) are overseen, reviewed annually and

supported by the Overseas Bank’s Credit Risk Estimates Committee (a subcommittee of the Group BRCC).

 Policies for the delegation of credit approval authorities and formal limits for the extension of credit are

established throughout the NZ Banking Group including those for the approval and management of all credit

risk arising from other banks and related entities.

 Credit manuals are established throughout the NZ Banking Group including policies governing the origination,

evaluation, approval, documentation, settlement and ongoing management of credit risks.

 Sector policies guide credit extension where industry-specific guidelines are considered necessary

(e.g. acceptable financial ratios or permitted collateral).

 The Related Entity Risk Management Framework and supporting policies govern credit exposures to related

entities to minimise the spread of credit risk between Overseas Banking Group entities and to comply with

prudential requirements prescribed by APRA.

Operational risk and

compliance risk

 The NZ Banking Group has an Operational Risk Management Framework (‘ORMF’) which outlines the

business requirements for managing operational risk with respect to governance, risk and control assessments,

incident management, and reporting and monitoring. The ORMF is approved by the Group BRCC. Westpac

New Zealand has its own ORMF that is closely aligned with that of the Overseas Bank. The Westpac New

Zealand ORMF is approved by the Westpac New Zealand BRCC.

 The NZ Banking Group has a Compliance Risk Management Framework and a dedicated compliance function

to assist the business in managing its compliance risks. The Framework is approved by the Group BRCC.

Westpac New Zealand operates its own Compliance Risk

Management Framework that is closely aligned with

that of the Overseas Bank. The Westpac New Zealand Framework is approved by the Westpac New Zealand

BRCC.

Funding and liquidity

risk

 The Liquidity Risk Management Framework sets out the liquidity risk appetite, roles and responsibilities, tools

for measuring and managing liquidity risk, reporting procedures and supporting policies. It also documents the

limits and targets for cash flow mismatch levels and wholesale funding and balance sheet ratios. It is reviewed

by the Overseas Banking Group’s Asset and Liability Committee (‘Group ALCO’) prior to approval by the

Group BRCC. The Westpac New Zealand BRCC has approved a Liquidity Risk Management Framework for

Westpac New Zealand’s balance sheet which is consistent with the Overseas Banking Group framework but

also meets New Zealand specific requirements.

 The Overseas Banking Group’s Treasury function is responsible for managing funding and liquidity including

managing the balance sheet against approved limits and targets and managing the NZ Banking Group’s

funding base so that it is appropriately maintained, stable and diversified.

 Daily liquidity risk reports are reviewed by Treasury and the Liquidity risk teams. Liquidity reports are presented

to Group ALCO monthly and to the Group BRCC quarterly.

 An annual funding strategy is established by the Overseas Banking Group’s Treasury unit which includes

consideration of trends in global markets, peer analysis, wholesale funding capacity, expected funding

requirements and funding risk analysis. The strategy is regularly reviewed to take into account current market

conditions. In addition, Westpac New Zealand’s Treasury unit undertakes an annual review of Westpac New

Zealand’s funding strategy.

 A contingency funding plan is also maintained, which details actions to be taken in response to severe

disruptions in the NZ Banking Group’s ability to conduct its activities in a timely manner and at a reasonable

co st. The plan identifies the committee of senior executives to manage any crisis and their responsibilities. The

plan is aligned with the Overseas Banking Group’s broader Liquidity Crisis Management Policy. Additionally,

Westpac New Zealand’s Treasury unit maintains a contingency funding plan specific to Westpac New Zealand.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 48

Note 36 Risk management (continued)

Risk

Risk management framework and controls

Market risk


 The Market Risk Framework describes the Overseas Banking Group’s approach to managing traded and non-

traded market risk and is approved by the Group BRCC. Westpac New Zealand operates its own Market Risk

Management Framework that is closely aligned with that of the Overseas Banking Group. The Westpac New

Zealand Framework is approved by the Westpac New Zealand BRCC.

 Traded market risk includes interest rate, foreign exchange, commodity, equity price, credit spread and volatility

risks. Non-traded market risk includes interest rate and foreign exchange risks.

 Market risk is managed using VaR limits, Net interest income at risk (‘NaR’) and structural risk limits (including

credit spread and interest rate basis point value limits) as well as scenario analysis and stress testing.

 The Group BRCC approves the risk appetite for traded and non-traded risks through the use of VaR, NaR and

specific structural risk limits.

 The Overseas Banking Group’s RISKCO (‘Group RISKCO’) has approved separate VaR sub-limits for the

trading activities of the Overseas Banking Group’s Financial Markets and Treasury units.

 Market risk limits are assigned to business managers based upon business strategies, experience, and the

consideration of market liquidity and the concentration of risks.

 Market risk positions are managed by the trading desks and Asset and Liability Management (‘ALM’) unit

consistent with their delegated authorities and the nature and scale of the market risks involved.

 Daily monitoring of current exposure and limit utilisation is conducted independently by the Overseas Banking

Group’s Market Risk Management unit, which monitors market risk exposures against VaR and structural risk

limits. Oversight of risk specific to the NZ Banking Group is monitored by the NZ Branch’s Trading Risk

Management Unit. Daily VaR position reports are produced by risk type, by product lines and by geographic

region. Quarterly reports are produced for the Overseas Banking Group’s Market Risk Committee (‘Group

MARCO’), Group RISKCO and Group BRCC.

 Daily stress testing and backtesting of VaR results is performed to support model integrity and to analyse

extreme or unexpected movements. A review of both the potential profit and loss outcomes is also undertaken

to monitor any skew created by the historical data.

 The Group BRCC has approved a framework for profit or loss escalation which considers both single day and

20 day cumulative results.

 Treasury’s ALM unit is responsible for managing the non-traded interest rate risk including risk mitigation

through hedging using derivatives. This is overseen by the market risk unit and reviewed by the Group

MARCO, Group RISKCO and Group BRCC.


Other risk classes include:

 Conduct risk: the risk that the NZ Banking Group’s provision of services and products results in unsuitable or unfair outcomes for the NZ

Banking Group’s customers or undermines market integrity;

 Business risk: the risk associated with the vulnerability of a line of business to changes in the business environment;

 Equity risk: the potential for financial loss arising from movements in equity values. Equity risk may be direct, indirect or contingent;

 Insurance risk: the risk of mis-estimation of the expected cost of insured events, volatility in the number or severity of insured events, and

mis-estimation of the cost of incurred claims;

 Related entity (contagion) risk: the risk that problems arising in other members of the Overseas Banking Group may compromise the

financial and operational position of the authorised deposit-taking institutions in the NZ Banking Group; and

 Reputation risk: the risk of the loss of reputation, stakeholder confidence, or public trust and standing.


36.1.2 Group Audit

Group Audit for the Overseas Banking Group (‘Group Audit’) comprises the Group Audit and Credit Portfolio Review (including Model Risk)

functions. Group Audit provides an independent assessment of the adequacy and effectiveness of management’s controls over operational,

market, liquidity and compliance risks. Credit Portfolio Review provides an independent assessment of the effectiveness of the NZ Banking

Group’s credit management activities and the adequacy of credit provisioning, as well as an independent assessment over compliance with Group

model risk policy. The New Zealand Audit function comprises a New Zealand based Audit team, supported by the Overseas Banking Group’s

Credit Portfolio Review (including Model Risk) functions. Group Audit reports on a quarterly basis, or more often as deemed appropriate, to the

Group BAC, to agree the budget and the annual audit plan and to report its findings. In addition, the Group BAC has private sessions with the

General Manager Group Audit. Furthermore, the General Manager Group Audit reports to the Chair of the Group BAC, and for administrative

purposes to the Overseas Bank's Chief Financial Officer, a member of the Overseas Bank's Executive Team.

As independent functions, New Zealand Audit and Group Audit have no direct authority over the activities of management. They have unlimited

access to all of the NZ Banking Group’s activities, records, property and employees. The scope of responsibility of New Zealand Audit covers

systems of management control across all business activities and support functions at all levels of management within the NZ Banking Group. The

level of operational risk determines the scope and frequency of individual audits. New Zealand Audit periodically reviews the adequacy and

effectiveness of management’s controls over market risk and liquidity risk.


36.1.3 Reviews in respect of risk management systems

New Zealand Audit participates in the six monthly management assurance programme in order to assess the adequacy of the governance

framework supporting operational risk management.

Group Audit’s Credit Portfolio Review function has a rolling programme of credit and model risk reviews throughout the financial year. New

Zealand Audit, with support from Group Audit, also periodically reviews the NZ Banking Group’s Operational, Compliance, Market, Funding and

Liquidity Risk Frameworks.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 49

Note 36 Risk management (continued)

The reviews discussed above in this section are not conducted by a party which is external to the NZ Banking Group or the Overseas Bank,

though they are independent and have no direct authority over the activities of management.

Various external reviews of the NZ Banking Group’s risk management system have been conducted during the year ended 30 September 2017 as

part of ongoing compliance with regulatory requirements.

36.2 Credit risk

36.2.1 Credit risk ratings system

The principal objective of the credit risk rating system is to reliably assess the credit risk to which the NZ Banking Group is exposed. The NZ

Banking Group has two main approaches to this assessment.

Transaction-managed customers

The NZ Banking Group assigns a Customer Risk Grade (‘CRG’) to each customer, corresponding to their expected PD. Each facility is assigned

an LGD. The NZ Banking Group’s risk rating system has a tiered scale of risk grades for both non-defaulted customers and defaulted customers.

Non-defaulted CRGs are mapped to Moody’s Investor Service (‘Moody’s’) and S&P Global Ratings (‘S&P’) external senior ranking unsecured

ratings.

Program-managed portfolio

Customers that are not transaction-managed are grouped into pools of similar risk. Pools are created by analysing characteristics that have

historically predicted that an account is likely to go into default. Customers grouped according to these predictive characteristics are assigned a

PD and LGD relative to their pool.

Customer risk grades

The table below maps the NZ Banking Group’s high level CRGs to their corresponding external rating.

Financial Statement Disclosure NZ Banking Group’s CRG Moody’s Rating S&P Rating

Strong A Aaa – Aa3 AAA – AA-

B A1 – A3 A+ – A-

C Baa1 – Baa3 BBB+ – BBB-

Good/satisfactory D Ba1 – B1 BB+ – B+


NZ Banking Group Rating

Watchlist

Special Mention

Substandard/Default

Default

Weak E

F

Weak/default G

H


36.2.2 Credit risk mitigation, collateral and other credit enhancements

The NZ Banking Group uses a variety of techniques to reduce the credit risk arising from its lending activities.

This includes the NZ Banking Group establishing that it has direct, irrevocable and unconditional recourse to collateral and other credit

enhancements through obtaining legally enforceable documentation.

Collateral

The table below describes the nature of collateral or security held for each relevant class of financial asset:

Financial assets Nature of collateral

Loans – housing and personal

1


Housing loans are secured by a mortgage over property and additional security may take the form of

guarantees and deposits.

Personal lending (including credit cards and overdrafts) is predominantly unsecured. Where security is

taken, it is restricted to eligible motor vehicles, caravans, campers, motor homes and boats.

Loans – business

1


Business loans may be secured, partially secured or unsecured. Security is typically taken by way of

a mortgage over property and/or a general security agreement over business assets or other assets.

Other security such as guarantees or standby letters of credit may also be taken as collateral, if

appropriate.

Trading securities, financial assets

designated at fair value and derivative

financial instruments

These exposures are carried at fair value which reflects the credit risk.

For trading securities, no collateral is sought directly from the issuer or counterparty; however this may

be implicit in the terms of the instrument (such as an asset-backed security). The terms of debt

securities may include collateralisation.

Master netting agreements are typically used to enable the effects of derivative assets and derivative

liabilities with the same counterparty to be offset when measuring these exposures. Additionally,

collateralisation agreements are also typically entered into with major institutional counterparties to

avoid the potential build-up of excessive mark-to-market positions. Derivative transactions are

increasingly being cleared through central clearers.


1

This includes collateral held in relation to associated credit commitments

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 50

Note 36 Risk management (continued)

Management of risk mitigation

The NZ Banking Group mitigates credit risk through controls covering:

Collateral and valuation management The Overseas Bank manages collateral under collateralisation agreements centrally for all branches of

the Overseas Bank and Westpac New Zealand.

The estimated realisable value of collateral held in support of loans is based on a combination of:

 formal valuations currently held for such collateral; and

 management’s assessment of the estimated realisable value of all collateral held.

This analysis also takes into consideration any other relevant knowledge available to management at

the time. Updated valuations are obtained when appropriate.

The NZ Banking Group revalues collateral related to financial markets positions on a daily basis and

has formal processes in place to promptly call for collateral top-ups, if required. These processes

include margining for non-centrally cleared customer derivatives where required under APRA’s

Prudential Standard CPS226. The collaterali sation arrangements are documented via the Credit

Support Annex of the International Swaps and Derivatives Association dealing agreements.

Other credit enhancements The NZ Banking Group only recognises guarantees, standby letters of credit, or credit derivative

protection from the following entities (provided they are not related to the entity with which the NZ

Banking Group has a credit exposure):

 Sovereign;

 Australia and New Zealand public sector;

 Authorised deposit-taking institutions and overseas banks with a minimum risk grade equivalent of

A3 / A-; and

Other entities with a minimum risk grade equivalent of A3 / A-.

Offsetting Creditworthy customers domiciled in New Zealand may enter into formal agreements with the NZ

Banking Group, permitting the NZ Banking Group to set-off gross credit and debit balances in their

nominated accounts. Cross-border set-offs are not permitted.

Close-out netting is undertaken with counterparties with whom the NZ Banking Group has entered into

a legally enforceable master netting agreement for their off-balance sheet financial market transactions

in the event of default.

Further details of offsetting are provided in Note 28.

Central clearing (ASX/LCH) The NZ Banking Group increasingly executes derivative transactions through central clearing

counterparties. Central clearing counterparties mitigate risk through stringent membership

requirements, the collection of margin against all trades placed, the default fund, and an explicitly

defined order of priority of payments in the event of default.


36.2.3 Credit risk concentrations

Credit risk is concentrated when a number of counterparties are engaged in similar activities, have similar economic characteristics and thus may

be similarly affected by changes in economic or other conditions.

The NZ Banking Group monitors its credit portfolio to manage risk concentrations and rebalance the portfolio.

Individual customers or groups of related customers

The NZ Banking Group has large exposure limits governing the aggregate size of credit exposure normally acceptable to individual customers and

groups of related customers. These limits are tiered by customer risk grade.

Specific industries

Exposures to businesses, governments and other financial institutions are classified into a number of industry clusters based on related Australian

and New Zealand Standard Industrial Classification (‘ANZSIC’) codes and are monitored against the NZ Banking Group’s industry risk appetite

limits.

Individual countries

The NZ Banking Group has limits governing risks related to individual countries, such as political situations, government policies and economic

conditions that may adversely affect either a customer’s ability to meet its obligations to the NZ Banking Group, or the NZ Banking Group’s ability

to realise its assets in a particular country.

Maximum exposure to credit risk

The carrying amount of on-balance sheet financial assets and undrawn credit commitments, represents the maximum exposure to credit risk

(excluding any collateral received) as set out in the following table. Life insurance assets held as an investment in unit trusts are excluded as the

unit price is affected by movements in equity prices which are a market risk.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 51

Note 36 Risk management (continued)

$ millions 2017

2016

Financial assets

Cash and balances with central banks1,761 1,472

Receivables due from other financial institutions471 844

Other assets378 254

Trading securities and financial assets designated at fair value3,949 4,035

Derivative financial instruments3,420 4,838

Available-for-sale securities4,087 3,790

Loans77,681 75,582

Life insurance assets9 8

Due from related entities2,623 1,218

Total financial assets94,379 92,041

Undrawn credit commitments

Letters of credit and guarantees1,041 1,084

Commitments to extend credit24,919 23,988

Other commitments

10

263

Total undrawn credit commitments25,970 25,335

Total maximum credit risk exposure120,349 117,376

NZ Banking Group


36.2.4 Regulatory capital

The credit risk rating system is a key input to evaluate the level of capital to be held against loans for regulatory capital purposes.

Overview of the internal credit risk ratings process by portfolio

(a) Transaction-managed approach (including business lending, corporate, sovereign and bank)

The process for assignment and approval of individual PDs and LGDs involves business unit representatives recommending the CRGs and LGDs

under criteria guidelines. Credit Officers then independently evaluate the recommendations and approve the final outcomes. An expert judgment

decision-making process is employed to evaluate the CRG. The following represent the types of business lending, corporate, sovereign and

banking exposures included within the transaction-managed portfolio approach:

 direct lending exposures;

 contingent lending exposures;

 pre-settlement exposures;

 foreign exchange settlement exposures; and

 transaction exposures.

All of the above exposure categories also apply to Specialised Lending, which is a sub-asset class of Corporate and in the NZ Banking Group

comprises Property Finance and Project Finance. Regulatory risk-weights are also applied to Specialised Lending.

Definitions, methods and data for estimation and validation of PD, LGD and EAD

PD

The PD is a through-the-cycle assessment of the likelihood of a customer defaulting on its financial obligations within one year. The NZ Banking

Group reflects its PD estimate in a CRG.

LGD

The LGD represents an estimate of the expected severity of a loss to the NZ Banking Group should a customer default occur during an economic

downturn. The NZ Banking Group assigns an LGD to each credit facility, assuming an event of default has occurred, and taking into account a

conservative estimate of the net realisable value of assets to which the NZ Banking Group has recourse and over which it has security. LGDs also

reflect the seniority of exposures in the customer’s capital and debt structure.

LGD estimates are benchmarked against observed historical LGDs from internal and external data and are calibrated to reflect losses expected in

an economic downturn. The calculation of historical LGDs is based on an economic loss and includes allowances for workout costs and the

discounting of future cash flows to the date of default.

LGD values range from 5% to 100%. The range of LGD values ensures that the risk of loss is differentiated across many credit facilities extended

to customers.

EAD and Credit Conversion Factor (‘CCF’)

EAD represents an estimate of the amount of committed exposure expected to be drawn by the customer at the time of default. To calculate EAD,

historical data is analysed to determine what proportion of undrawn commitments are ultimately utilised by customers who end up in default. The

proportion of undrawn commitments ultimately utilised by customers is termed the CCF. EAD therefore consists of the initial outstanding balances

plus the CCF multiplied by undrawn commitments. For transaction-managed exposures CCF’s are all 100%.

(b) Retail (program-managed) asset class approach (including residential mortgages, small business and other retail)

Each customer is rated using details of their account performance or application details and segmented into pools of similar risk. These segments

are created by analysing characteristics that have historically proven predictive in determining if an account is likely to go into default. Customers

are then grouped according to these predictive characteristics of default. The retail (program-managed) portfolio is divided into a number of

segments per product with each segment assigned a quantified measurement of its PD, LGD and EAD.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 52

Note 36 Risk management (continued)

Retail asset class exposures included in the retail (program-managed) portfolio approach are split into the following categories of products:

Asset sub-classes Product categories

Residential mortgages  Mortgages

Small business

 Equipment finance

 Business overdrafts

 Business term loans

 Business credit cards

Other retail

 Credit cards

 Personal loans

 Overdrafts


PD

PDs are assigned at the retail segment level and reflect the likelihood of accounts within that segment to default. A long-run average is used to

assign a PD to each account in a segment based on the segment’s characteristics. The PD estimate for each segment is based on internal data.

Models are used to help determine or establish the appropriate internal rating for program-managed portfolios.

LGD

LGD measures the proportion of the exposure that will be lost if default occurs. LGD is measured as a percentage of EAD. The approach to LGD

varies depending on whether the retail product is secured or unsecured. A downturn period is used to reflect the effect on the collateral for secured

products. For unsecured products, a long-run estimate is used for LGD.

EAD

EAD represents an estimate of the amount of committed exposure expected to be drawn by the customer at the time of default. To calculate EAD,

historical data is analysed to determine what proportion of undrawn commitments are ultimately utilised by customers who end up in default.

36.2.5 Residential mortgages by LVR as at 30 September 2017 (Unaudited)

LVRs are calculated as the current exposure divided by the NZ Banking Group’s valuation of the residential security at origination.

For loans originated from 1 January 2008, the NZ Banking Group utilises data from its loan system. For loans originated prior to 1 January 2008,

the origination valuation is not separately recorded and is therefore not available for disclosure. For these loans, the NZ Banking Group utilises its

dynamic LVR process to estimate an origination valuation.

Exposures for which no LVR is available have been included in the ‘Exceeds 90%’ category in accordance with the requirements of the Order.

Does not

Exceeds 80%


LVR Range ($ millions)exceed 80%

and not 90%

Exceeds 90%

Total


On-balance sheet exposures42,831


2,286


1,622



46,739

Undrawn commitments and other off-balance sheet exposures9,267


196


294


9,757


Value of exposures 52,098

2,482


1,916



56,496

2017


NZ Banking Group


Reconciliation of residential mortgage-related amounts

The table below provides the NZ Banking Group’s reconciliation between any amounts disclosed in this Disclosure Statement that relate to

mortgages on residential property.

NZ Banking Group

$ millions

2017

46,943

Reconciling items:

Unamortised deferred fees and expenses(174)

Fair value hedge adjustments(30)

Value of undrawn commitments and other off-balance sheet amounts relating to residential mortgages 9,757

Residential mortgages by LVR56,496

Term loans - Housing (as disclosed in Note 13)


36.2.6 Credit quality of financial assets

An asset is considered to be past due when any payment under the contractual terms has been missed. The entire contractual balance is

considered to be past due, rather than only the overdue portion. Assets may be overdue for a number of reasons, including late payments or

incomplete documentation. Late payment may be influenced by the timing of weekends and holidays. This does not always align with the

underlying basis by which credit risk is managed.

All the financial assets of the NZ Banking Group as at 30 September 2017 and 2016, other than loans (as disclosed in Note 14), are neither past

due nor impaired.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 53

Note 36 Risk management (continued)

The credit quality of financial assets of the NZ Banking Group that are neither past due nor impaired is determined by reference to the credit risk

ratings system (refer to Note 36.2.1). All the financial assets of the NZ Banking Group that are neither past due nor impaired fall into the ‘Strong’

category in their entirety except those financial assets disclosed below:

Good/

Good/

$ millions

Strong

Satisfactory

WeakTotalStrongSatisfactoryWeakTotal

Receivables due from other financial

institutions (refer to Note 9)

465 6 - 471

799 45 -

844

Other financial assets (refer to Note 10)

63 82 4 149 56 74 4 134

Trading securities and financial assets

designated at fair value (refer to Note 11)

3,931


18 - 3,949 4,027 8 - 4,035

Derivative financial instruments

(refer to Note 26)

3,314 104 2 3,420 4,585 253 - 4,838

Loans (refer to Note 14)32,167 42,586 1,871 76,624 30,835 41,460 2,296 74,591

NZ Banking Group

2017

2016


36.2.7 Collateral held

Loans

The NZ Banking Group analyses the coverage of the loan portfolio which is secured by the collateral that it holds. Coverage is measured as

follows:

Coverage Secured loan to collateral value ratio

Fully secured Less than or equal to 100%

Partially secured Greater than 100% but not more than 150%

Unsecured

Greater than 150%, or no security held (e.g. can include credit cards, personal loans, and exposure to

highly rated corporate entities)


The NZ Banking Group’s loan portfolio has the following coverage from collateral held:

%

2017

2016


Fully secured77

75


1313


Unsecured1012


100100



NZ Banking Group

Total net loans

Partially secured


Collateral held against financial assets other than loans

$ millions 2017 2016

Cash

19176


754

311


945387

NZ Banking Group

Securities under reverse repurchase agreements

1

Total other collateral held


1

Securities received as collateral are not recognised on the NZ Banking Group’s balance sheet.


36.3 Operational risk and compliance risk

Operational risk

Operational risk has the potential, as a result of the way business objectives are pursued, to negatively impact the NZ Banking Group’s financial

performance, customer service and/or reputation in the community or cause other damage to the business.

Westpac New Zealand has its own Operational Risk Management Framework that is closely aligned with that of the Overseas Bank. The Westpac

New Zealand Framework is approved by the WNZL BRCC.

Compliance risk

The NZ Banking Group is subject to regulation and regulatory oversight. Any significant regulatory developments could have an adverse effect on

how business is conducted and on the results of operations. Business and earnings are also affected by the fiscal or other policies that are

adopted by various regulatory authorities of the New Zealand Government, foreign governments and international agencies. The nature and

impact of future changes in such policies are not predictable and are beyond the NZ Banking Group’s control.

Effective compliance risk management enables the NZ Banking Group to identify emerging issues and, where necessary, put in place

preventative measures.

Westpac New Zealand operates its own Compliance Risk Management Framework that is closely aligned with that of the Overseas Bank. The

Westpac New Zealand Framework is approved by the WNZL BRCC.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 54

Note 36 Risk management (continued)

36.4 Funding and liquidity risk

36.4.1 Liquidity modelling

Westpac New Zealand is subject to the conditions specified in the Reserve Bank document ‘Liquidity Policy’ (‘BS13’). The following metrics are

calculated and reported on a daily basis by Westpac New Zealand in accordance with BS13:

 the level of liquid assets held;

 the one-week mismatch ratio;

 the one-month mismatch ratio; and

 the one-year core funding ratio.

In addition, the NZ Banking Group calculates the following liquidity ratios in accordance with the Overseas Bank’s liquidity risk framework

under APRA Prudential Standard APS 210 Liquidity:

 liquidity coverage ratio; and

 going concern limits.


36.4.2 Sources of liquidity

Sources of liquidity are regularly reviewed to maintain a wide diversification by currency, geography, product and term. Sources include, but are

not limited to:

 deposits;

 debt issues;

 proceeds from sale of marketable securities;

 repurchase agreements with central banks;

 principal repayments on loans;

 interest income; and

 fee income.

Liquid assets

The NZ Banking Group holds a portfolio of high-quality liquid assets as a buffer against unforeseen funding requirements. These assets are

eligible for repurchase agreements with the Reserve Bank and are held in cash, government, local government and highly rated investment grade

securities. The level of liquid asset holdings is reviewed frequently and is consistent with both the requirements of the balance sheet and market

conditions.

The table below shows the NZ Banking Group‘s holding of liquid assets and represents the key liquidity information provided to management.

Liquid assets include high quality assets readily convertible to cash to meet the NZ Banking Group’s liquidity requirements. In management’s

opinion, liquidity is sufficient to meet the NZ Banking Group’s present requirements.

$ millions2017 2016

Cash and balances with central banks1,761 1,472

Receivables due from other financial institutions40 58

Supranational securities1,484 1,305

NZ Government securities2,372 2,030

NZ public securities1,609 1,380

NZ corporate securities2,073 2,258

Residential mortgage-backed securities3,950 3,992

Total liquid assets 13,289 12,495

NZ Banking Group


36.4.3 Contractual maturity of financial instruments

The following tables present cash flows associated with financial instruments, receivable or payable at the balance sheet date, by remaining

contractual maturity. The amounts disclosed in the table are the future contractual undiscounted cash flows, whereas the NZ Banking Group

manages inherent liquidity risk based on expected cash flows.

Cash flows associated with these financial instruments include both principal payments as well as fixed or variable interest payments

incorporated into the relevant coupon period. Principal payments reflect the earliest contractual maturity date. Derivatives designated for

hedging purposes are expected to be held for their remaining contractual lives, and reflect gross cash flows over the remaining contractual term

and, where relevant, include the receipt and payment of the notional amount under the contract.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 55

Note 36 Risk management (continued)

Derivatives held for trading and certain liabilities classified in “Other financial liabilities at fair value through income statement” are not managed for

liquidity purposes on the basis of their contractual maturity, and accordingly these instruments are presented in either the on demand or up to 1

month columns. Only the financial instruments that the NZ Banking Group manages based on their contractual maturity are presented on a

contractual undiscounted basis in the tables below.

Over 1


Over 3

Over 1


Month and


Months and

Year and


Up to 1


up to 3


up to up to Over 5

$ millionsOn Demand

Month

Months 1 Year

5 Years

Years


Total


Financial assets

Cash and balances with central banks

1,761


-

- -


-


-



1,761




Receivables due from other financial institutions

6 465 -


-


-



-




471


Other assets

-



231


-




-

1 1 233


Trading securities and financial assets designated

at fair value

-


1,494


1,689



240



564



45 4,032

Derivative financial instruments:

Held for trading3,162



-




-


- - -


3,162



Held for hedging purposes (net settled)-



9



9

14 26 -



58



Held for hedging purposes (gross settled):

Cash outflow

- (12) (13) (75)

(3,339)



(481)


(3,920)



Cash inflow

- - 5


16



3,115



361



3,497

Available-for-sale securities

-


9

505

149

3,533 114




4,310



Loans5,217

7,560



5,451



8,312


25,934

60,220


112,694

Life insurance assets294

4


4 2



-




-

304


Due from related entities:

Non-derivative balances

14

2,199

-


-

-


-


2,213


Derivative financial instruments:

Held for trading

410


-

-


-


-

-

410


Total undiscounted financial assets10,864


11,959


7,650

8,658


29,834

60,260

129,225



Financial liabilities

Payables due to other financial institutions

466

551


-

26

-


-


1,043

Other liabilities -


190


-

-


-

-


190


Deposits and other borrowings28,455


4,456

12,404

12,205


2,158 -


59,678


Other financial liabilities at fair value

through income statement

67

235


-

-

-


-

302


Derivative financial instruments:

Held for trading

2,730


- -

-


-

- 2,730



Held for hedging purposes (net settled)- 21


75


128 160

52


436


Held for hedging purposes (gross settled):

Cash outflow

-


929

23

238


3,065

830 5,085


Cash inflow

-

(800)

-

(153)

(2,453) (753)

(4,159)


Due to related entities:

Non-derivative balances2,761 -


3

9

343

-

3,116

Derivative financial instruments:

Held for trading

512

-

- -


-

- 512


Held for hedging purposes (gross settled):

Cash outflow

- -

18


54

1,699 -

1,771



Cash inflow-

-


(15)

(48) (1,568)

- (1,631)

Debt issues

- 910

692

3,090

11,640

1,189

17,521

Loan capital

- -

13

40

244

3,084

3,381


Total undiscounted financial liabilities34,991

6,492

13,213

15,589 15,288

4,402

89,975


Total contingent liabilities and commitments

Letters of credit and guarantees1,041

-

-

- -

- 1,041


Commitments to extend credit24,919 -

- -

-

- 24,919


Other commitments10

- -

-

- -

10

Total undiscounted contingent liabilities

and commitments25,970 -

-

- -

- 25,970


NZ Banking Group

2017

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 56

Note 36 Risk management (continued)

Over 1

Over 3

Month and

Months and

Over 1 Year


Up to 1

Up to 3


Up to

and Up to 5

Over 5


$ millionsOn Demand


Month Months

1 Year

Years

Years


Total

Financial assets

Cash and balances with central banks1,472


-



- -


-


-


1,472



Receivables due from other financial institutions58


786

-

-

-



-


844



Other assets-


118

- -



1


1



120



Trading securities and financial assets designated

at fair value-

578 1,338


1,434



638


148



4,136

Derivative financial instruments:

Held for trading

4,639


-



-


-


-

-

4,639


Held for hedging purposes (net settled)-



9


3


27 61

-

100



Held for hedging purposes (gross settled):

Cash outflow

-


- (14)

(40)

(1,611)

(468)


(2,133)


Cash inflow

-

-

5

12


1,539


362



1,918


Available-for-sale securities

-

7

28

266


3,669



64


4,034


Loans5,462


7,652


5,891


7,095



25,722


58,140 109,962

Life insurance assets

261

6


-



2


- -

269


Due from related entities:

Non-derivative balances47

477

-


-

-

-

524


Derivative financial instruments:

Held for trading694



-



-

-

-

-


694


Total undiscounted financial assets12,633


9,633

7,251

8,796

30,019

58,247

126,579


Financial liabilities

Payables due to other financial institutions538

78

-

-


-

- 616


Other liabilities

- 143



-

-

-

-

143


Deposits and other borrowings28,375

5,239

11,174

12,928 1,735


-

59,451


Other financial liabilities at fair value

through income statement

132

444

-

-

-

- 576


Derivative financial instruments:

Held for trading4,678 -

-

-

-

-

4,678


Held for hedging purposes (net settled)-

19

57 250

324

4

654

Held for hedging purposes (gross settled):

Cash outflow

-


15 276

3,248

4,137 631


8,307


Cash inflow

-

(2)

(180) (2,693) (3,392)

(540)

(6,807)


Due to related entities:

Non-derivative balances2,344

- 3

8

338

- 2,693


Derivative financial instruments:

Held for trading769

- -

-

- -

769


Held for hedging purposes (gross settled):

Cash outflow-

-

19 54

1,749

-


1,822

Cash inflow

-

-

(15) (45)

(1,603) -

(1,663)


Debt issues

-

302 1,108

4,556

8,377 931 15,274


Loan capital-


-

13

37

201 1,323 1,574


Total undiscounted financial liabilities36,836

6,238

12,455 18,343

11,866

2,349 88,087

Total contingent liabilities and commitments

Letters of credit and guarantees

1,084 - -



-

- - 1,084


Commitments to extend credit23,988

- -

- -

-

23,988

Other commitments263

- -

- -

-

263

Total undiscounted contingent liabilities

and commitments25,335

-

- - -

-

25,335

NZ Banking Group

2016

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 57

Note 36 Risk management (continued)

36.4.4 Expected maturity

The table below presents a maturity analysis of assets and liabilities on the balance sheet which combine amounts expected to be realised or

due to be settled within one year and after more than one year. The balances in the table will not agree to the contractual maturity table due to

the analysis below being based on expected rather than contractual maturities, the impact of discounting and the exclusion of interest

accruals.

NZ Banking Group

Due within Greater than Due within Greater than

$ millions12 months 12 months Total 12 months 12 months Total

Assets

Trading securities and financial assets designated at fair value3,590 359 3,949 3,716 319 4,035

Derivative financial instruments2,703 717 3,420 4,648 190 4,838

Available-for-sale securities511 3,576 4,087 141 3,649 3,790

Loans10,393 67,288 77,681 9,849 65,733 75,582

Life insurance assets204 100 304 164 105 269

Due from related entities2,603 20 2,623 1,218 - 1,218

Liabilities

Deposits and other borrowings56,965 2,033 58,998 57,169 1,622 58,791

Derivative financial instruments2,573 902 3,475 5,337 899 6,236

Due to related entities3,235 411 3,646 3,114 411 3,525

Debt issues4,406 12,323 16,729 5,729 8,998 14,727

Loan capital- - 2,822 2,822 - 1,091 1,091

20172016


36.5 Market risk

36.5.1 Value-at-Risk

The NZ Banking Group uses VaR as one of the mechanisms for controlling both traded and non-traded market risk.

VaR is a statistical estimate of the potential loss in earnings over a specified period of time and to a given level of confidence based on historical

market movements. The confidence level indicates the probability that the loss will not exceed the VaR estimate on any given day.

VaR seeks to take account of all material market variables that may cause a change in the value of the portfolio, including interest rates, foreign

exchange rates, price changes, volatility and the correlations between these variables. Daily monitoring of current exposure and limit utilisation is

conducted independently by the Market Risk unit which monitors market risk exposures against VaR and structural concentration limits. These are

supplemented by escalation triggers for material profits or losses and stress testing of risks beyond the 99% confidence level.

The key parameters of VaR are:

Holding period 1 day

Confidence level 99%

Period of historical data used 1 year


36.5.2 Traded market risk

The NZ Banking Group’s exposure to traded market risk arises out of its Financial Markets (‘FM’) and Treasury trading activities. The FM

trading book activity represents dealings that encompass book running and distribution activity. The types of market risk arising from FM

trading activity include interest rate risk, foreign exchange risk, credit spread risk and volatility risk.

Treasury’s trading activity represents dealings that include the management of interest rate, foreign exchange and credit spread risks associated

with the wholesale funding task, liquid asset portfolios and foreign exchange repatriations.

The table below depicts the aggregate VaR, by risk type, for the year ended 30 September:

MaximumMinimumAverageMaximumMinimumAverage

$ millionsAs atExposureExposureExposureAs atExposureExposureExposure

Interest rate risk1.6 3.0 0.6 1.2 1.4 2.1 0.6 1.1

Foreign exchange risk0.1 0.7 - 0.2 0.4 0.7 - 0.3

Price risk0.1 0.2 - 0.1 - 0.1 - 0.1

Volatility risk- - - - - - - -

Net market risk1.6 3.0 0.6 1.2 1.5 2.7 0.7 1.2

NZ Banking Group

2017

2016


36.5.3 Non-traded market risk

Non-traded market risk includes interest rate risk in the banking book (‘IRRBB’) – the risk to interest income from a mismatch between the

duration of assets and liabilities that arises in the normal course of business activities.

Net interest income (‘NII’) sensitivity is managed in terms of the NaR. A simulation model is used to calculate the NZ Banking Group’s potential

NaR. This combines the underlying balance sheet data with assumptions about run off and new business, expected repricing behaviour and

changes in wholesale market interest rates.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 58

Note 36 Risk management (continued)

Simulations using a range of interest rate scenarios are used to provide a series of potential future NII outcomes. The interest rate scenarios

modelled, over a three year time horizon using a 99% confidence interval, include those projected using historical market interest rate volatility as

well as 100 and 200 basis point shifts up and down from the current market yield curves in Australia and New Zealand. Additional stressed interest

rate scenarios are also considered and modelled.

A comparison between the NII outcomes from these modelled scenarios indicates the sensitivity to interest rate changes.

Net interest income-at-risk (‘NaR’)

The table below depicts NaR assuming a 100 basis point shock (decrease) over the next 12 months as a percentage of reported net interest

income:

MaximumMinimumAverageMaximum

Minimum

Average

%As atExposure

ExposureExposure

As atExposureExposureExposure

NaR

0.39


0.54



0.37


0.44


0.65

0.65


0.26



0.42


NZ Banking Group

2017

2016


Value at Risk – IRRBB

1

The table below depicts VaR for IRRBB:

MaximumMinimumAverage

Maximum

MinimumAverage

$ millions

As at

Exposure

ExposureExposure

As at

ExposureExposureExposure

Interest rate risk

0.9



1.7

0.6 1.0 1.3 1.8 0.5 1.0

NZ Banking Group

2016

2017


1

IRRBB VaR includes interest rate risk, credit spread risk on liquid assets and other basis risks used for internal management purposes.


Risk mitigation

IRRBB stems from the ordinary course of banking activities, including structural interest rate risk (the mismatch between the duration of assets

and liabilities) and capital management.

The NZ Banking Group hedges its exposure to such interest rate risk using derivatives. Details on the NZ Banking Group’s use of hedge

accounting are discussed in Note 26.

The same controls as used to monitor traded market risk allow management to continuously monitor and manage IRRBB.


36.5.4 Market risk notional capital charges (Unaudited)

The NZ Banking Group’s aggregate market risk exposure is derived in accordance with the Reserve Bank document ‘Capital Adequacy

Framework (Standardised Approach) (BS2A)’ (‘BS2A’) and is calculated on a six monthly basis. The end-of-period aggregate market risk

exposure is calculated from the period end balance sheet information.

For each category of market risk, the NZ Banking Group's peak end-of-day aggregate capital charge is derived by determining the maximum over

the six months ended 30 September 2017 of the aggregate capital charge for that category of market risk at the close of each business day

derived in accordance with BS2A.

The following table provides a summary of the NZ Banking Group’s notional capital charges by risk type as at the reporting date and the peak end-

of-day notional capital charges by risk type for the six months ended 30 September 2017.

Implied risk-

Notional

weighted capital

$ millions

exposure charge

End-of-period

Interest rate risk

3,170 254


Foreign currency risk 6

1


Equity risk -

-


Peak end-of-day

Interest rate risk 3,170

254


Foreign currency risk 65 5


Equity risk - -


2017

NZ Banking Group


36.5.5 Interest rate sensitivity

Sensitivity to interest rates arises from mismatches in the interest rate characteristics of assets and their corresponding liability funding. One of the

major causes of these mismatches is timing differences in the repricing of assets and liabilities. These mismatches are actively managed as part

of the overall interest rate risk management process, which is conducted in accordance with the NZ Banking Group’s policy guidelines.

The following table presents a breakdown of the earlier of the contractual repricing or maturity dates of the NZ Banking Group’s net asset position

as at 30 September 2017. The NZ Banking Group uses this contractual repricing information as a base, which is then altered to take account of

consumer behaviour, to manage its interest rate risk.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 59

Note 36 Risk management (continued)

Over 3Over 6

months andmonths andOver 1 yearNon-

Up to 3up to 6up to 1and up to 2Overinterest

$ millionsmonthsmonthsyearyears 2 yearsbearingTotal

Financial assets

Cash and balances with central banks1,479----2821,761

Receivables due from other financial institutions470----1471

Other assets-----378378

Trading securities and financial assets designated at fair value3,615137127169-3,949

Derivative financial instruments-----3,4203,420

Available-for-sale securities48724-1,4262,150-4,087

Loans41,6884,92110,68213,7986,942(350)77,681

Life insurance assets82---294304

Due from related entities2,199----4242,623

Total financial assets49,9465,08410,68315,2519,2614,44994,674

Non-financial assets992

Total assets95,666

Financial liabilities

Payables due to other financial institutions1,000-26--171,043

Other liabilities-----521521

Deposits and other borrowings39,8057,4654,4211,4266075,27458,998

Other financial liabilities at fair value

through income statement302-----302

Derivative financial instruments-----3,4753,475

Due to related entities3,008----6383,646

Debt issues6,733-1,4311,4777,088-16,729

Loan capital1,131---1,691-2,822

Total financial liabilities51,9797,4655,8782,9039,3869,92587,536

Non-financial liabilities299

Total liabilities87,835

On-balance sheet interest rate repricing gap

(2,033)(2,381)4,805 12,348 (125)

Net derivative notional principals

Net interest rate contracts (notional):

Receivable/(payable)17,957(6,260)(4,089)(9,897)2,289

Net interest rate repricing gap15,924(8,641)7162,4512,164

2017

NZ Banking Group


Foreign currency exposures

The net open position in each foreign currency, detailed in the table below, represents the net on-balance sheet assets and liabilities in that foreign

currency aggregated with the net expected future cash flows from off-balance sheet purchases and sales from foreign exchange transactions in

that foreign currency. Amounts are stated in New Zealand dollar equivalents translated using year end spot foreign exchange rates.

$ millions2017 2016

Receivable/(payable)

Australian dollar- (2)

Euro- -

British pound- -

Japanese yen- (2)

US dollar (5) (2)

Others 2 1

NZ Banking Group

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 60

Note 37 Concentration of funding

2017 2016


$ millions(Restated)

Funding consists of

Payables due to other financial institutions1,043 616

Deposits and other borrowings58,998 58,791

Other financial liabilities at fair value through income statement302


576

Due to related entities

2

3,047

2,609


Debt issues

1

16,729 14,727

Loan capital2,822 1,091

Total funding82,941 78,410



Analysis of funding by geographical areas

1

New Zealand59,049 59,167

Australia 4,103 3,462

United Kingdom

8,962

9,903


United States of America3,794 2,753

Other7,033 3,125

Total funding82,941


78,410

Analysis of funding by industry sector

Accommodation, cafes and restaurants282

331

Agriculture1,260 1,183

Construction1,713 1,696


Finance and insurance

31,445 28,091

Forestry and fishing398 485


Government, administration and defence2,337

2,446

Manufacturing1,573 1,521

Mining57

60

Property services and business services5,868 5,713

Services4,334 4,302


Trade

1,542 1,843

Transport and storage628 771


Utilities

630 787

Households24,184 22,964

Other3,643

3,608

Subtotal79,894

75,801

Due to related entities

2

3,047 2,609

Total funding82,941 78,410


NZ Banking Group


1

The geographic region used for debt issues is based on the nature of the debt programmes. The nature of the debt programmes is used as a proxy for the location of the original purchaser.

Where the nature of the debt programmes does not necessarily represent an appropriate proxy, the debt issues are classified as ‘Other’. These instruments may have subsequently been on-

sold.

2

Amounts due to related entities, as presented above, are in respect of deposits and borrowings and exclude amounts which relate to intra group derivatives and other liabilities.

ANZSIC has been used as the basis for disclosing industry sectors.

The categorisation between industry sectors has changed from those previously reported to align disclosure with the classification in the

Reserve Bank requirements. The most significant change has been an increase in funding from Finance and insurance with an offsetting

reduction in funding from Households and Other. Comparative information has been restated as a result of this change.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 61

Note 38 Concentration of credit exposures

NZ Banking Group


2017


2016


$ millions


(Restated)

On-balance sheet credit exposures (refer to Note 36.2.3 Maximum exposure to credit risk)

Analysis of on-balance sheet credit exposures by geographical areas

New Zealand

87,285




86,250




Australia

3,321




2,063



United Kingdom

1,385



2,077


United States of America343



138




Others

2,045


1,513




Total on-balance sheet credit exposures94,379



92,041



Analysis of on-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants408


359




Agriculture

8,065




7,833




Construction

520




525



Finance and insurance

10,190



11,032



Forestry and fishing414

373




Government, administration and defence5,840


5,855




Manufacturing

2,285




2,462




Mining

157

282




Property

6,454



6,358




Property services and business services1,161




1,075



Services1,747



1,468



Trade

2,261



2,440



Transport and storage

1,294


1,471




Utilities

2,281


2,702



Retail lending48,940



46,961



Other3



1



Subtotal

92,020


91,197




Provisions for impairment charges on loans(350)


(435)



Due from related entities

2,623


1,218



Other assets

86


61



Total on-balance sheet credit exposures94,379



92,041


Off-balance sheet credit exposures (refer to Note 36.2.3 Maximum exposure to credit risk)

Credit risk-related instruments

25,970


25,335



Total off-balance sheet credit exposures

25,970


25,335



Analysis of off-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants

81


131


Agriculture615



483


Construction493

386



Finance and insurance

2,142


1,577


Forestry and fishing133


154



Government, administration and defence

620


878

Manufacturing1,588


1,662


Mining210


236


Property1,527


1,645


Property services and business services

405

527


Services

599

729


Trade2,056

2,026


Transport and storage950

1,097


Utilities1,535

1,655


Retail lending13,016

12,149


Total off-balance sheet credit exposures

25,970

25,335




ANZSIC has been used as the basis for disclosing industry sectors.

The categorisation between industry sectors has changed from those previously reported to align disclosure with the classification in the

Reserve Bank requirements. The most significant change has been the reduction in exposures from Property (investment and rental

properties) to Retail lending. Comparative information has been restated as a result of this change.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 62

Note 38 Concentration of credit exposures (continued)

Concentration of credit exposures to individual counterparties

The following credit exposures are based on actual credit exposures to individual counterparties and groups of closely related counterparties.

The number of individual bank counterparties (which are not members of a group of closely related counterparties), and groups of closely related

counterparties of which a bank is the parent, to which the NZ Banking Group has an aggregate credit exposure or peak end-of-day aggregate

credit exposure that equals or exceeds 10% of the Overseas Banking Group’s equity:

 as at 30 September 2017 was nil ; and

 in respect of peak end-of-day aggregate credit exposure for the three months ended 30 September 2017 was nil .

The number of individual non-bank counterparties (which are not members of a group of closely related counterparties), and groups of closely

related counterparties of which a bank is not the parent, to which the NZ Banking Group has an aggregate credit exposure or peak end-of-day

aggregate credit exposure that equals or exceeds 10% of the Overseas Banking Group’s equity:

 as at 30 September 2017 was nil ; and

 in respect of peak end-of-day aggregate credit exposure for the three months ended 30 September 2017 was nil .

The peak end-of-day aggregate credit exposure to each individual counterparty (which are not members of a group of closely related

counterparties) or a group of closely related counterparties has been calculated by determining the maximum end-of-day aggregate amount of

actual credit exposure over the relevant three-month period, and then dividing that amount by the Overseas Banking Group’s equity as at 30

September 2017 (refer to Note 39).

Credit exposures to individual counterparties (not being members of a group of closely related counterparties) and to groups of closely related

counterparties exclude exposures to the central government of any country with a long-term credit rating of A- or A3 or above, or its equivalent, or

to any bank with a long-term credit rating of A- or A3 or above, or its equivalent. These calculations relate only to exposures held in the financial

records of the NZ Banking Group (excluding exposures booked outside New Zealand) and were calculated net of individually assessed provisions.


Note 39 Other information on the Overseas Banking Group

Other information on the Overseas Banking Group is from the most recently published financial statements of the Overseas Banking Group for the

year ended 30 September 2017.

Profitability

2017

Net profit for the year ended 30 September 2017 (A$millions)

7,997

Net profit for the year ended 30 September 2017 as a percentage of average total assets

0.9%



Total assets and equity 2017

Total assets (A$millions)851,875

Percentage change in total assets over the year ended 30 September 20171.5%

Total shareholder's equity (A$millions)61,342



Asset quality

2017

Total individually impaired assets

1, 2

(A$millions)

1,542

Total individually impaired assets expressed as a percentage of total assets 0.2%

Total individual credit impairment allowance

3

(A$millions)

714

Total individual credit impairment allowance expressed as a percentage of total individually impaired assets

46.3%

Total collective credit impairment allowance

3

(A$millions)

2,639


1

Total individually impaired assets are before allowances for credit impairment loss and net of interest held in suspense. Total individually impaired assets includes A$686 million of assets

which are determined to be impaired, but which are not individually significant, and therefore have been grouped into pools of assets for the purpose of collectively calculating an impairment

provision.

2

Non-financial assets have not been acquired through the enforcement of security.

3

Total individual credit impairment allowance and total collective credit impairment allowance both include A$234 million of credit impairment allowance that has been calculated collectively on

groups of assets which have been determined to be impaired, but which are not individually significant.

Notes to the financial statements


Westpac Banking Corporation - New Zealand Banking Group 63

Note 40 Notes to the statement of cash flows

Accounting policy

Cash and cash equivalents includes cash held at branches and in ATMs, balances with overseas banks in their local currency and balances with

central banks.

Cash and balances with central banks

Year Ended


Year Ended


$ millions

30-Sep-17


30-Sep-16


Cash and cash equivalents comprise:

Cash on hand

282




253




Balances with central banks

1,479



1,219



Receivables due from other financial institutions40 58



Cash and cash equivalents at end of the year

1,801 1,530

NZ Banking Group


Reconciliation of net cash (used in)/provided by operating activities to net profit for the year

Year Ended

Year Ended

$ millions30-Sep-17 30-Sep-16

Net profit for the year1,059 963

Adjustments:

Impairment (benefits)/charges on loans(76) 73

Computer software amortisation costs49 64

Depreciation on property and equipment46 45

(Gain)/loss from hedging ineffectiveness10 (4)

Movement in accrued interest receivable(13) 7

Movement in accrued interest payable16 10

Movement in current and deferred tax27 45

Share of profit of associate accounted for using the equity method- (9)

Share-based payments5 5

Other non-cash items20 (49)

Cash flows from operating activities before changes in operating assets and liabilities1,143 1,150

Movement in receivables due from other financial institutions355 (716)

Movement in other assets(17) 3

Movement in trading securities and financial assets designated at fair value11 53

Movement in loans(2,090) (6,107)

Movement in due from related entities(1,689) 1,897

Movement in payables due to other financial institutions427 (221)

Movement in other liabilities7 (4)

Movement in deposits and other borrowings207 5,805

Movement in other financial liabilities at fair value through income statement(274) 297

Movement in due to related entities849 44

Net movement in external and related entity derivative financial instruments(902) (1,915)

Net cash (used in)/provided by operating activities(1,973) 286

NZ Banking Group


Note 41 Subsequent events

On 15 November 2017 the Reserve Bank advised Westpac New Zealand of changes to its conditions of registration. These changes will give

effect to the Reserve Bank’s decision resulting from an independent review into Westpac New Zealand’s compliance with advanced internal

rating-based aspects of the Reserve Bank’s ‘Capital Adequacy Framework (Internal Models Based Approach) (BS2B)’ (‘Section 95 Review’). The

changes to Westpac New Zealand’s conditions of registration will come into effect on 31 December 2017 and increase the minimum total capital

ratio, tier 1 capital ratio and common equity tier 1 capital ratio for Westpac New Zealand and its controlled entities by 2%. Westpac New Zealand

has also undertaken to the Reserve Bank to maintain the total capital ratio for Westpac New Zealand and its controlled entities above 15.1%.

Westpac New Zealand and its controlled entities retains an appropriate amount of capital to comply with the increased minimum ratios. As at 30

September 2017, the total capital ratio for Westpac New Zealand and its controlled entities is 16.1%.

The Section 95 Review has no impact on the compliance by the Overseas Bank with its conditions of registration.


PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz

Westpac Banking Corporation - New Zealand Banking Group 64

Independent auditor’s report






Independent auditor’s report

To the Directors of Westpac Banking Corporation

This report is for the NZ Banking Group, comprising the aggregation of the New Zealand operations of Westpac Banking

Corporation Group.

This report includes:

- our audit opinion on the aggregated financial statements prepared in accordance with Clause 25 of the Registered Bank Disclosure

Statements (Overseas Incorporated Registered Banks) Order 2014 (as amended) (the ‘Order’), New Zealand Equivalents to International

Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards ( ‘IFRS’).

- our audit opinion on the supplementary information prepared in accordance with Schedules 4, 7, 10, 11 and 13 of the Order.

- our audit opinion on other legal and regulatory requirements in accordance with Clauses 2(1)(d) and 2(1)(e) of Schedule 1 of the Order.

- our review conclusion on the supplementary information relating to credit and market risk exposures and capital adequacy prepared in

accordance with Schedule 9 of the Order.

Report on the audit of the aggregated financial statements and supplementary information

(excluding the supplementary information relating to credit and market risk exposures and

capital adequacy)


We have audited the aggregated financial statements required by Clause 25 of the Order and the supplementary information required by Schedules 4,

7, 10, 11 and 13 of the Order.

The aggregated financial statements and supplementary information (excluding the supplementary information relating to credit and market risk

exposures and capital adequacy) comprise:

- the balance sheet as at 30 September 2017;

- the income statement for the year then ended;

- the statement of comprehensive income for the year then ended;

- the statement of changes in equity for the year then ended;

- the statement of cash flows for the year then ended;

- the notes to the financial statements, which include significant accounting policies; and

- the supplementary information required by Schedules 4, 7, 10, 11 and 13 of the Order.

Our opinion

In our opinion:

- The aggregated financial statements (excluding the supplementary information disclosed in accordance with Schedules 4, 7, 9, 10, 11 and 13

of the Order and included within the balance sheet and Notes 14, 33, 34, 35, 36, 38 and 39):


(i) comply with generally accepted accounting practice in New Zealand;

(ii) comply with International Financial Reporting Standards; and

(iii) give a true and fair view of the financial position of the NZ Banking Group as at 30 September 2017, and its financial

performance and cash flows for the year then ended.


Westpac Banking Corporation - New Zealand Banking Group 65

Independent auditor’s report (continued)







- The supplementary information disclosed in accordance with Schedules 4, 7, 10, 11 and 13 of the Order and included within the balance sheet and

Notes 14, 33, 34, 36, 38 and 39:


(i) has been prepared, in all material respects, in accordance with the guidelines issued under section 78(3) of the Reserve

Bank of New Zealand Act 1989 or any conditions of registration;

(ii) is in accordance with the books and records of the NZ Banking Group; and

(iii) fairly states, in all material respects, the matters to which it relates in accordance with those Schedules.

Basis for our o pinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs ( NZ)) and International Standards on Auditing

(ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the aggregated financial

statements and supplementary information (excluding the supplementary information relating to credit and market risk exposures and capital

adequacy) section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our audit approach

Overview


An audit is designed to obtain reasonable assurance about whether the financial statements are free from material

misstatement.


Overall NZ Banking Group materiality: $72.2 million, which represents 5% of profit before income tax (adjusted for the

impact of a non-recurring item).


We chose profit before income tax as the basis for our benchmark because, in our view, it is the benchmark against which the

performance of the NZ Banking Group is most commonly measured by users, and is a generally accepted benchmark. We

chose 5% based on our professional judgement, noting that it is also within the range of commonly accepted profit-related

thresholds.


We have determined that there are two key audit matters:

• Provisions for impairment charges on loans

• Operation of IT systems and controls


Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall NZ Banking Group

materiality for the aggregated fi nancial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine

the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate, on the aggregated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the aggregated financial statements and our application of materiality. As in

all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the aggregated financial statements as a

whole, taking into account the structure of the NZ Banking Group, the accounting processes and controls, and the industry in which the NZ Banking

Group operates.


Westpac Banking Corporation - New Zealand Banking Group 66

Independent auditor’s report (continued)






Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the aggregated financial statements for the current

year. These matters were addressed in the context of our audit of the aggregated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Key Audit Matter How our audit addressed the Key Audit Matter

Provisions for impairment charges on loans

We focused on this area because of the highly subjective and complex

judgements made by the NZ Banking Group in determining the necessity

for, and then estimating the size of, provisions for impairment charges on

loans.

Provisions for impairment charges on loans that exceed specific

thresholds, are individually assessed by management with reference to the

estimated future cash repayments and proceeds from the realisation of

collateral held by the NZ Banking Group in respect of those loans.

If an individually assessed loan is not impaired, it is then included in a

group of loans with similar risk characteristics and, along with those loans

below the specific thresholds noted above, is collectively assessed on a

portfolio basis using models developed by the NZ Banking Group.

Key elements in the provisioning for impairment charges on loans include:

• the identification of impaired loans and the cash flow forecasts

(including the expected realisable value of any collateral held)

supporting the calculation of individually assessed provisions;

• the design of the impairment models used in the collectively

assessed provision calculations, and the appropriateness of the

key assumptions used in the impairment models, including the

emergence periods (EP) for unidentified impairments, the

probabilities of default (PD) and the loss given default (LGD)

factors; and

• the economic overlays added to the impairment models’

calculations, to reflect emerging trends or particular situations

which are not captured by the impairment models used.

Given the high level of subjectivity involved in estimating provisions for

impairment charges on loans, one of our areas of audit focus is to consider

whether the calculations and underlying assumptions are consistent with

those applied in the previous year, or that any changes are appropriate in

the circumstances.

See Notes 6 and 14 to the aggregated financial statements which explain

the critical accounting estimates and assumptions in determining

provisions for impairment charges on loans, including loss rates and

emergence periods.



We assessed the design and tested the operating effectiveness of key controls

over the provisioning for impairment charges on loans. The key controls

included:

• governance oversight, including the continuous re-assessment by the NZ

Banking Group that the impairment models are calibrated in a way

which is appropriate for the credit risks in the NZ Banking Group’s loan

portfolios;

• controls over timely identification of deterioration in credit quality of

individual loans;

• controls inherent in the IT systems that manage and transfer the data

between underlying source systems and the impairment models; and

• the review and approval process for the outputs of the impairment

models, and the adjustments and economic overlays that are applied to

the modelled outputs.

For a sample of individually assessed provisions, our work included:

• considering the latest developments as known to the NZ Banking Group

in relation to the borrower and the basis of measuring the impairment

provision;

• examining the forecast cash flows from the impaired borrowers, as

prepared by the NZ Banking Group, including the key assumptions in

relation to both the amount and timing of recoveries; and

• comparing the valuation of collateral held to external evidence (where

available) and assessing whether any independent expert advice was: (i)

up to date; (ii) consistent with the strategy being followed in respect of

the particular borrower; (iii) appropriate for the purpose; and (iv) used

in the impairment calculations.

For the collectively assessed provisions, which were calculated using impairment

models, our work included:

• recalculating the collective provisions using the key assumptions in the

models, such as PDs and LGDs;

• for a sample of collectively assessed provisions, considering the latest

financial information provided to the NZ Banking Group in relation to

the borrower as it related to the basis of measuring the impairment

provision; and

• performing sensitivity analyses on key assumptions.

For economic overlays to model calculations, we considered the potential for

impairment to be affected by events not captured by the NZ Banking Group’s

models, and assessed whether the economic overlays (for example, in relation to

the dairy sector) were appropriate.

We had no matters to report from the results of our procedures.






Westpac Banking Corporation – New Zealand Banking Group 67

Independent auditor’s report (continued)




Key Audit Matter How our audit addressed the Key Audit Matter

Operation of IT systems and controls

We focused on this area because the NZ Banking Group is heavily

dependent on complex IT systems for the processing and recording of

significant volumes of transactions.

In considering the complexity of the NZ Banking Group’s processes and

the design of the internal control environment, there are some areas of the

audit where we seek to place reliance on automated controls or reports.

The effective operation of these areas is dependent on the NZ Banking

Group’s IT General Control (ITGC) environment. For example:

• change management internal controls are important because they

help ensure that changes to applications and data are authorised

and made appropriately;

• IT operations are important as they help ensure errors in

processing are resolved in a timely manner; and

• user access controls are important to help ensure staff have

appropriate access to IT systems and that access is monitored.



For significant financial statement balances we gained an understanding of the

business processes, key controls and IT systems used to generate and support

those balances. Where relevant to our planned audit approach, we assessed the

design and tested the operating effectiveness of the key controls which support

the continued integrity of the in-scope IT systems. This involved considering,

and where appropriate, testing the following ITGC domains:

• governance controls used to monitor and enforce internal control

consciousness throughout the NZ Banking Group’s technology teams

and third party suppliers;

• program change management controls used to create, test and authorise

changes to the functionality of systems;

• IT operations controls that help ensure any significant IT issues or

incidents are escalated and resolved in a timely manner; and

• user access security controls that help make sure that access to IT

systems are adequately restricted to appropriate personnel, periodically

reviewed and promptly removed when access is no longer required.

For in-scope IT systems where technology services are provided by a third party,

we:

• obtained assurance from the third party’s auditors on the design and

operating effectiveness of controls; and/or

• tested control design and operating effectiveness ourselves.

In performing our procedures over in-scope IT systems, we identified certain

deficiencies in IT internal controls which have impacted the level of reliance we

can directly place on the NZ Banking Group’s IT internal control environment.

In response, we carried out further direct tests of the operation of key programs

to establish the accuracy of calculations, the reliability of reports, and to assess

the operation of automated controls and technology-dependent manual controls

across the financial year.

We also performed additional compensating control tests and/or substantive

audit procedures over key financial balances where required to support our

audit.



Information other than the aggregated financial statements, supplementary information and auditor’s report

The Directors of Westpac Banking Corporation (the ‘Directors’) are responsible, on behalf of Westpac Banking Corporation, for the other information

included in the Disclosure Statement. Our opinion on the aggregated financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the aggregated financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the aggregated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this

auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.


Responsibilities of the Directors for the aggregated financial statements and supplementary information (excluding

the supplementary information relating to credit and market risk exposures and capital adequacy)

The Directors are responsible, on behalf of Westpac Banking Corporation, for the preparation and fair presentation of the aggregated financial

statements in accordance with Clause 25 of the Order, NZ IFRS and IFRS and that give a true and fair view of the matters to which they relate. The

Directors are also responsible for such internal controls as the Directors determine are necessary to enable the preparation of aggregated financial

statements that are free from material misstatement, whether due to fraud or error.


Westpac Banking Corporation - New Zealand Banking Group 68

Independent auditor’s report (continued)




In addition, the Directors are responsible for the preparation and fair presentation of supplementary information in the Disclosure Statement which

complies with Schedules 2, 4, 7, 10, 11 and 13 of the Order.

In preparing the aggregated financial statements, the Directors are responsible for assessing the NZ Banking Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend

to liquidate the NZ Banking Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the aggregated financial statements and supplementary information

(excluding the supplementary information relating to credit and market risk exposures and capital adequacy)

Our objectives are to obtain reasonable assurance about whether the aggregated financial statements and supplementary information (excluding the

supplementary information relating to credit and market risk exposures and capital adequacy disclosed in Notes 35 and 36) disclosed in accordance

with Clause 25 and Schedules 4, 7, 10, 11 and 13 of the Order, are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these aggregated financial statements.

A further description of our responsibilities for the audit of the aggregated financial statements is located at the External Reporting Board’s website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.


Report on other legal and regulatory requirements (excluding the supplementary information

relating to credit and market risk exposures and capital adequacy)

We also report in accordance with the requirements of Clauses 2(1)(d) and 2(1)(e) of Schedule 1 of the Order. In relation to our audit of the aggregated

financial statements and supplementary information (excluding the supplementary information relating to credit and market risk exposures and

capital adequacy disclosed in Notes 35 and 36) for the year ended 30 September 2017:


(i) we have obtained all the information and explanations that we have required; and

(ii) in our opinion, proper accounting records have been kept by the NZ Banking Group as far as appears from an examination of those records.



Report on the review of the supplementary information relating to credit and market risk

exposures and capital adequacy

We have reviewed the supplementary information relating to credit and market risk exposures and capital adequacy required by Schedule 9 of the

Order as disclosed in Notes 35 and 36 of the aggregated financial statements of the NZ Banking Group for the year ended 30 September 2017.

Our conclusion

Based on our review, nothing has come to our attention that causes us to believe that the supplementary information relating to credit and market risk

exposures and capital adequacy disclosed in Notes 35 and 36, is not in all material respects:


(i) prepared in accordance with Capital Adequacy Framework (Standardised Approach) (BS2A); and

(ii) disclosed in accordance with Schedule 9 of the Order.


This conclusion is to be read in the context of what we say in the remainder of this report.


Westpac Banking Corporation - New Zealand Banking Group 69

Independent auditor’s report (continued)





Basis for our conclusion

We conducted our review in accordance with the New Zealand Standard on Review Engagements 2410 Review of Financial Statements Performed by

the Independent Auditor of the Entity (NZ SRE 2410). Our responsibilities under this standard are further described in the Auditor’s responsibilities

for the review of the supplementary information relating to credit and market risk exposures and capital adequacy section of our report.

Responsibilities of the Directors for the supplementary information relating to credit and market risk exposures

and capital adequacy

The Directors are responsible, on behalf of Westpac Banking Corporation, for the preparation and fair presentation of the supplementary information

relating to credit and market risk exposures and capital adequacy that is prepared in accordance with the Capital Adequacy Framework (Standardised

Approach) (BS2A) and is disclosed in accordance with Schedule 9 of the Order. The Directors are also responsible for such internal controls as the

Directors determine are necessary to enable the preparation of the supplementary information relating to credit and market risk exposures and capital

adequacy that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibilities for the review of the supplementary information relating to credit and market risk

exposures and capital adequacy

Our responsibility is to express a conclusion, whether, based on our review, the supplementary information relating to credit and market risk exposures

and capital adequacy disclosed in Notes 35 and 36, is not, in all material respects:


(i) prepared in accordance with Capital Adequacy Framework (Standardised Approach) (BS2A); and

(ii) disclosed in accordance with Schedule 9 of the Order.


A review in accordance with NZ SRE 2410 of the supplementary information relating to credit and market risk exposures and capital adequacy

disclosed in Notes 35 and 36 is a limited assurance engagement. The auditor performs procedures, primarily consisting of making enquiries, primarily

of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The procedures performed in a

review are substantially less than those performed in an audit conducted in accordance with ISAs (NZ) and ISAs. Accordingly we do not express an

audit opinion on the supplementary information relating to credit and market risk exposures and capital adequacy disclosed in Notes 35 and 36.


Westpac Banking Corporation - New Zealand Banking Group 70

Independent auditor’s report (continued)




Auditor independence

We are independent of the NZ Banking Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance

Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with

these requirements.

Our firm carries out other services for the NZ Banking Group in the areas of other assurance services and agreed procedures. In addition, certain

partners and employees of our firm may deal with the NZ Banking Group and Westpac Banking Corporation Group on normal terms within the

ordinary course of trading activities of the NZ Banking Group and Westpac Banking Corporation Group. These matters have not impaired our

independence as auditor of the NZ Banking Group.


Who we report to

This report is made solely to the Director’s, as a body. Our work has been undertaken so that we might state those matters which we are required to

state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than Westpac Banking Corporation and the Director’s as a body, for our work, for this report or for the opinions we have formed.



The engagement partner on the engagement resulting in this independent auditor’s report is Jonathan Freeman.

For and on behalf of:




Chartered Accountants Auckland

6 December 2017

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.