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WBC-NZ Banking Group Disclosure Statement – 31 Mar 2018

Operational Update29 May 2018WBCFinancials

Disclosure Statement
Westpac Banking

Corporation –

New Zealand

Banking Group

For the six months ended 31 March 2018

Contents
General information 1

Directors’ and the Chief Executive Officer, NZ Branch’s statement 3

Income statement 4

Statement of comprehensive income 4

Balance sheet 5

Statement of changes in equity 6

Statement of cash flows 7

Notes to the financial statements 8

Note 1 Statement of accounting policies 8

Note 2 Non-interest income 8

Note 3 Impairment charges/(benefits) 8

Note 4 Loans 9

Note 5 Asset quality 10

Note 6 Financial assets pledged as collateral 10

Note 7 Deposits and other borrowings 11

Note 8 Other financial liabilities at fair value through income statement 11

Note 9 Debt issues 11

Note 10 Related entities 11

Note 11 Fair value of financial assets and financial liabilities 12

Note 12 Credit related commitments, contingent assets and contingent liabilities 15

Note 13 Segment reporting 16

Note 14 Insurance business 17

Note 15 Risk management 17

15.1 Credit risk 17

15.2 Liquidity risk 18

15.3 Market risk 19

Note 16 Concentration of funding 21

Note 17 Concentration of credit exposures 22

Note 18 Overseas Bank and Overseas Banking Group capital adequacy 23

Note 19 Other information on the Overseas Banking Group 24

Conditions of registration 25

Independent auditor’s review report 26

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.

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.

Limits on material financial support by the ultimate parent bank

On 19 November 2015, the Australian Prudential Regulation Authority (‘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, as part

of an initiative to reduce Australian bank non-equity exposure to their respective New Zealand banking subsidiaries and branches.

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. 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 31 March 2018, the ELE’s non-equity exposures to New Zealand banking subsidiaries affected by the limit were 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.

Directors

The Directors of the Overseas Bank at the time this Disclosure Statement was signed were:

Lindsay Philip Maxsted, DipBus (Gordon), FCA, FAICD – Chairman

Brian Charles Hartzer, BA, CFA – Managing Director & Chief Executive Officer

Nerida Frances Caesar, BCom, MBA, GAICD

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

Catriona Alison Deans, BA, MBA, GAICD

Craig William Dunn, BCom, FCA

Peter John Oswin Hawkins, BCA (Hons.), SF Fin, FAIM, ACA (NZ), FAICD

Peter Ralph Marriott, BEc (Hons.), FCA

Peter Stanley Nash, BCom, FCA, F Fin

Changes to Directorate

Robert George Elstone ceased to be a director on 8 December 2017. On 7 February 2018, the Overseas Bank announced the appointment of Peter

Stanley Nash to its Board of Directors (the ‘Board’) effective 7 March 2018. There have been no other changes in the composition of the Board since 30

September 2017.

Chief Executive Officer, NZ Branch

Karen Lee Silk, B.Com

Responsible person

All the 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 of New Zealand Act 1989 (‘Reserve Bank Act’).

Westpac Banking Corporation - New Zealand Banking Group2
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 the Directors signed this Disclosure Statement:

Rating Agency Current Credit Rating Rating Outlook

Fitch Ratings AA- Stable

Moody’s Investors Service Aa3 Stable

S&P Global Ratings AA- Negative

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

for the six months ended 31 March 2018, respectively, and can be accessed at the internet address www.westpac.com.au.

Guarantee arrangements

No material obligations of the Overseas Bank that relate to the NZ Branch are guaranteed as at the date the Directors and Chief Executive Officer, NZ

Branch signed this Disclosure Statement.

Auditor

PricewaterhouseCoopers

PricewaterhouseCoopers Tower

188 Quay Street

Auckland, New Zealand

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.

On 3 May 2018 the Financial Markets Authority (‘FMA’) and the Reserve Bank of New Zealand (‘Reserve Bank’) sent a letter to the chief executives of

New Zealand’s registered banks (including Westpac New Zealand) requesting information on what work had been undertaken in each bank to identify

and address any conduct and culture issues. This was in response to the Australian Royal Commission into misconduct in banking, superannuation and

other financial services. The purpose of the request was to understand how New Zealand banks had obtained assurance that misconduct of the type

highlighted in Australia is not taking place in New Zealand. Westpac New Zealand responded to this request on 18 May 2018. The FMA and the Reserve

Bank sent a similar letter to life insurers on 24 May 2018. The outcome of these engagements may lead to further scrutiny of the financial services

industry in New Zealand.

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.

General information (continued)

Westpac Banking Corporation - New Zealand Banking Group
3

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 the 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 six months ended 31 March 2018:

(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, as defined in Westpac New Zealand’s Disclosure

Statement for the six months ended 31 March 2018.

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

Karen Lee Silk as Chief Executive Officer, NZ Branch.

DA McLean

KL Silk

Dated this 29th day of May 2018

Janice Dawson

Westpac Banking Corporation - New Zealand Banking Group4
Income statement for the six months ended 31 March 2018

NZ BANKING GROUP

$ millionsNote

Six Months

Ended

31 Mar 18

Unaudited

Six Months

Ended

31 Mar 17

Unaudited

Year

Ended

30 Sep 17

Audited

Interest income2,008 1,973 3,981

Interest expense(1,065)(1,110)(2,193)

Net interest income943 863 1,788

Non-interest income2285 319 625

Net operating income before operating expenses and impairment charges1,228 1,182 2,413

Operating expenses(487)(490)(1,006)

Impairment (charges)/benefits3(27)36 76

Profit before income tax714 728 1,483

Income tax expense(201)(206)(424)

Net profit for the period/year513 522 1,059

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

Statement of comprehensive income for the six months ended 31 March 2018

NZ BANKING GROUP

$ millions

Six Months

Ended

31 Mar 18

Unaudited

Six Months

Ended

31 Mar 17

Unaudited

Year

Ended

30 Sep 17

Audited

Net profit for the period/year 513 522 1,059

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

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

Recognised in equity 2 9 11

Gains/(losses) on cash flow hedging instruments:

Recognised in equity (18) (5) (58)

Transferred to income statement 32 57 104

Income tax on items taken to or transferred from equity:

Available-for-sale securities reserve (1) (3) (3)

Cash flow hedge reserve (4) (15) (13)

Items that will be not be reclassified subsequently to profit or loss

Remeasurement of defined benefit obligation recognised in equity (net of tax) (2) 10 10

Other comprehensive income for the period/year (net of tax) 9 53 51

Total comprehensive income for the period/year 522 575 1,110

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

Westpac Banking Corporation - New Zealand Banking Group
5

Balance sheet as at 31 March 2018

NZ BANKING GROUP

$ millionsNote

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Assets

Cash and balances with central banks 2,131 1,534 1,761

Receivables due from other financial institutions 620 800 471

Other assets 465 417 423

Trading securities and financial assets designated at fair value 3,497 3,691 3,949

Derivative financial instruments 3,533 3,518 3,420

Available-for-sale securities 3,555 3,818 4,087

Loans4, 5 79,557 76,948 77,681

Life insurance assets 280 275 304

Due from related entities 1,628 595 2,623

Property and equipment 140 145 146

Deferred tax assets 139 142 136

Intangible assets 671 650 665

Total assets 96,216 92,533 95,666

Liabilities

Payables due to other financial institutions 1,170 841 1,043

Other liabilities 661 692 635

Deposits and other borrowings 7 62,183 58,429 58,998

Other financial liabilities at fair value through income statement8 384 290 302

Derivative financial instruments 3,107 4,195 3,475

Due to related entities 2,599 3,469 3,646

Debt issues9 14,970 15,803 16,729

Current tax liabilities 41 19 88

Provisions 90 81 97

Loan capital 2,730 1,138 2,822

Total liabilities 87,935 84,957 8 7,8 3 5

Net assets 8,281 7, 5 7 6 7,831

Head office account

Branch capital 1,300 1,300 1,300

Retained profits 783 699 740

Total head office account 2,083 1,999 2,040

NZ Banking Group equity

Share capital 143 143 143

Reserves (53) (62) (64)

Retained profits 6,108 5,496 5,712

Total NZ Banking Group equity 6,198 5,577 5,791

Total equity attributable to the owners of the NZ Banking Group 8,281 7, 5 7 6 7,831

Interest earning and discount bearing assets 90,454 8 7,0 2 7 90,225

Interest and discount bearing liabilities 77,498 74,089 7 7,6 1 1

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

Westpac Banking Corporation - New Zealand Banking Group6
Statement of changes in equity for the six months ended 31 March 2018

NZ BANKING GROUP

NZ BRANCHOTHER MEMBERS OF THE NZ BANKING GROUP

Head Office AccountReserves

$ millions

Branch

Capital

Retained

Profits

Share

Capital

Available-

for-sale

Securities

Reserve

Cash Flow

Hedge

Reserve

Retained

Profits

Total

Equity

As at 1 October 2016 (Audited)1,300 613 143 1 (106) 5,086 7,0 3 7

Six months ended 31 March 2017 (Unaudited)

Net profit for the period - 86 - - - 436 522

Net gains/(losses) from changes in fair value - - - 9 (5) - 4

Income tax effect - - - (3)1 - (2)

Transferred to income statement - - - - 57 - 57

Income tax effect - - - - (16) - (16)

Remeasurement of defined benefit obligations - - - - - 13 13

Income tax effect - - - - - (3) (3)

Total comprehensive income for the six

months ended 31 March 2017

- 86 - 6 37 446 575

Transactions with owners:

Dividends paid on ordinary shares - - - - - (36) (36)

As at 31 March 2017 (Unaudited)1,300 699 143 7 (69) 5,496 7, 5 7 6

As at 1 October 2016 (Audited)1,300 613 143 1 (106) 5,086 7,0 3 7

Year ended 30 September 2017 (Audited)

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

Net gains/(losses) from changes in fair value - - - 11 (58) - (47)

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

Transferred to income statement - - - - 104 - 104

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

Remeasurement of defined benefit obligations - - - - - 14 14

Income tax effect - - - - - (4) (4)

Total comprehensive income for the year

ended 30 September 2017

- 127 - 8 33 942 1,110

Transactions with owners:

Dividends paid on ordinary shares - - - - - (316) (316)

As at 30 September 2017 (Audited) 1,300 740 143 9 (73) 5,712 7,831

Six months ended 31 March 2018 (Unaudited)

Net profit for the period - 43 - - - 470 513

Net gains/(losses) from changes in fair value - - - 2 (18) - (16)

Income tax effect - - - (1)5 - 4

Transferred to income statement - - - - 32 - 32

Income tax effect - - - - (9) - (9)

Remeasurement of defined benefit obligations - - - - - (3) (3)

Income tax effect - - - - - 1 1

Total comprehensive income for the six

months ended 31 March 2018

- 43 - 1 10 468 522

Transactions with owners:

Dividends paid on ordinary shares

(refer to Note 10)

- - - - - (72) (72)

As at 31 March 2018 (Unaudited)1,300 783 143 10 (63) 6,108 8,281

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

Westpac Banking Corporation - New Zealand Banking Group
7

Statement of cash flows for the six months ended 31 March 2018

NZ BANKING GROUP

$ millions

Six Months

Ended

31 Mar 18

Unaudited

Six Months

Ended

31 Mar 17

Unaudited

Year

Ended

30 Sep 17

Audited

Cash flows from operating activities

Interest income received 2,002 1,982 3,968

Interest expense paid (1,120) (1,152) (2,182)

Non-interest income received256 285 641

Operating expenses paid (472) (439) (887)

Income tax paid (254) (253) (397)

Cash flows from operating activities before changes in operating assets and liabilities412 423 1,143

Net (increase)/decrease in:

Receivables due from other financial institutions 156 19 355

Other assets (24) (2) (17)

Trading securities and financial assets designated at fair value 507 279 11

Loans (1,912) (1,383) (2,090)

Due from related entities 1,112 465 (1,689)

Net increase/(decrease) in:

Payables due to other financial institutions 127 225 427

Other liabilities 11 86 7

Deposits and other borrowings 3,185 (362) 207

Other financial liabilities at fair value through income statement 82 (286) (274)

Due to related entities

1

(884) 133 849

Net movement in external and related entity derivative financial instruments (220) (361) (902)

Net cash provided by/(used in) operating activities 2,552 (764) (1,973)

Cash flows from investing activities

Purchase of available-for-sale securities - (128) (533)

Proceeds from available-for-sale securities 499 30 162

Net movement in life insurance assets 24 (6) (35)

Purchase of capitalised computer software (30) (26) (64)

Purchase of property and equipment (16) (7) (31)

Net cash provided by/(used in) investing activities 477 (137) (501)

Cash flows from financing activities

Net movement in due to related entities

1

(217) (20) (437)

Proceeds from debt issues 550 5,644 7,490

Repayments of debt issues (2,615) (4,650) (5,698)

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

Dividends paid to ordinary shareholders (72) (36) (316)

Net cash provided by/(used in) financing activities (2,354) 938 2,745

Net increase/(decrease) in cash and cash equivalents 675 37 271

Cash and cash equivalents at beginning of the period/year 1,801 1,530 1,530

Cash and cash equivalents at end of the period/year 2,476 1,567 1,801

Cash and cash equivalents at end of the period/year comprise:

Cash on hand 381 215 282

Balances with central banks 1,750 1,319 1,479

Receivables due from other financial institutions classified as cash and cash equivalents 345 33 40

Cash and cash equivalents at end of the period/year 2,476 1,567 1,801

1

Certain comparatives have been revised for consistency. The reclassification was made to better reflect the NZ Banking Group’s cash flows from operating and financing

activities and has no effect on the balance sheet or income statement.

The above statement of cash flows should be read in conjunction with the accompanying notes.

Westpac Banking Corporation - New Zealand Banking Group8
Notes to the financial statementsNotes to the financial statements

Note 1 Statement of accounting policies

These condensed consolidated interim financial statements (‘financial statements’) have been prepared and presented in accordance with the

Registered Bank Disclosure Statements (Overseas Incorporated Registered Banks) Order 2014 (‘Order’) and Generally Accepted Accounting Practice,

as appropriate for for-profit entities, and the New Zealand equivalent to International Accounting Standard 34 Interim Financial Reporting and should

be read in conjunction with the Disclosure Statement for the year ended 30 September 2017. These financial statements comply with International

Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board.

Basis of preparation

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

comprehensive income. The going concern concept has been applied.

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

The same accounting policies and methods of computation have been followed in preparing these financial statements as were used in preparing the

financial statements for the year ended 30 September 2017.

The areas of judgment, estimates and assumptions in these financial statements, including the key sources of estimation uncertainty, are consistent

with those in the financial statements for the year ended 30 September 2017.

Comparative information has been revised where appropriate to conform to changes in presentation in the current reporting period 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.

Note 2 Non-interest income

NZ BANKING GROUP

$ millions

Six Months

Ended

31 Mar 18

Unaudited

Six Months

Ended

31 Mar 17

Unaudited

Year

Ended

30 Sep 17

Audited

Fees and commissions 157 154 330

Wealth management and insurance income 75 54 130

Trading income 43 110 158

Net ineffectiveness on qualifying hedges 4 (7) (10)

Other non-interest income 6 8 17

Total non-interest income 285 319 625

Note 3 Impairment charges/(benefits)

NZ BANKING GROUP

$ millions

Six Months

Ended

31 Mar 18

Unaudited

Six Months

Ended

31 Mar 17

Unaudited

Year

Ended

30 Sep 17

Audited

Individually assessed provisions raised 19 9 18

Reversal of previously recognised impairment charges (4) (48) (67)

Collectively assessed provisions raised/(released)5 (8) (56)

Bad debts written-off/(recovered) directly to the income statement 7 11 29

Total impairment charges/(benefits)27 (36) (76)

9
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

Note 4 Loans

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Overdrafts 1,236 1,184 1,296

Credit card outstandings 1,548 1,492 1,518

Money market loans 1,228 1,362 1,250

Term loans:

Housing 47,907 46,245 46,943

Non-housing 26,780 25,718 25,780

Other 1,234 1,345 1,244

Total gross loans 79,933 7 7, 3 4 6 78,031

Provisions for impairment charges on loans (376) (398) (350)

Total net loans 79,557 76,948 77,681

As at 31 March 2018, $7,539 million of housing loans, accrued interest (representing accrued interest on the outstanding housing loans) and cash

(representing collections of principal and interest from the underlying housing loans), were used by the NZ Banking Group to secure the obligations of

Westpac Securities NZ Limited (‘WSNZL’) under Westpac New Zealand’s Global Covered Bond Programme (‘CB Programme’) (31 March 2017: $7,539

million, 30 September 2017: $7,535 million). These pledged assets were not derecognised from the NZ Banking Group’s balance sheet in accordance

with the accounting policies outlined in Note 1 to the financial statements included in the Disclosure Statement for the year ended 30 September 2017.

As at 31 March 2018, the New Zealand dollar equivalent of bonds issued by WSNZL under the CB Programme was $5,506 million (31 March 2017: $3,399

million, 30 September 2017: $5,246 million).

Westpac Banking Corporation - New Zealand Banking Group10
Notes to the financial statements

Note 5 Asset quality

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

Neither past due nor impaired 78,427

Past due but not impaired assets

Less than 30 days past due 977

At least 30 days but less than 60 days past due 160

At least 60 days but less than 90 days past due 71

At least 90 days past due 100

Total past due assets not impaired 1,308

Individually impaired assets

1

Balance at beginning of the period 173

Additions 58

Amounts written off (2)

Returned to performing or repaid (31)

Balance at end of the period 198

Total gross loans

2

79,933

Individually assessed provisions

Balance at beginning of the period 48

Impairment charges/(benefits):

New provisions 19

Reversal of previously recognised impairment charges (4)

Amounts written off (2)

Balance at end of the period 61

Collectively assessed provisions

Balance at beginning of the period 332

Impairment charges/(benefits) 5

Interest adjustments 14

Balance at end of the period 351

Total provisions for impairment charges on loans and credit commitments 412

Provision for credit commitments (36)

Total provisions for impairment charges on loans 376

Total net loans 79,557

1

The NZ Banking Group had undrawn commitments of $5 million (31 March 2017: $8 million, 30 September 2017: $4 million) to counterparties for whom drawn balances

are classified as individually impaired assets as at 31 March 2018.

2

The NZ Banking Group did not have other assets under administration as at 31 March 2018.

Note 6 Financial assets pledged as collateral

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 the CB Programme disclosed in Note 4, the carrying value of these financial assets pledged as collateral is:

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Cash 272 767 430

Securities pledged under repurchase agreements:

Available-for-sale securities - - 19

Trading securities and financial assets designated at fair value 211 124 216

Total amount pledged to secure liabilities (excluding CB Programme) 483 891 665

11
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

Note 7 Deposits and other borrowings

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Certificates of deposit 555 1,617 593

Non-interest bearing, repayable at call 5,869 5,081 5,274

Other interest bearing:

At call 24,164 23,894 23,117

Term 31,595 2 7,8 3 7 30,014

Total deposits and other borrowings 62,183 58,429 58,998

The NZ Branch held no retail deposits from individuals as at 31 March 2018 (31 March 2017: nil, 30 September 2017: nil).

Deposits and other borrowings have been prepared under both the historical cost convention and by applying fair value accounting to certain products.

Refer to Note 11 for further details.

Note 8 Other financial liabilities at fair value through income statement

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Securities sold short 173 166 67

Security repurchase agreements 211 124 235

Total other financial liabilities at fair value through income statement 384 290 302

Note 9 Debt issues

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Short-term debt

Commercial paper 590 2,398 1,642

Total short-term debt 590 2,398 1,642

Long-term debt

Non-domestic medium-term notes 5,835 6,908 6,628

Covered bonds 5,487 3,386 5,236

Domestic medium-term notes 3,058 3,111 3,223

Total long-term debt 14,380 13,405 15,087

Total debt issues 14,970 15,803 16,729

Debt issues have been prepared under both the historical cost convention and by applying fair value accounting to certain products. Refer to Note 11

for further details.

Note 10 Related entities

Controlled entities of the NZ Banking Group are set out in Note 25 to the financial statements included in the Disclosure Statement for the year ended

30 September 2017. There have been no changes to the controlled entities during the period.

The total liabilities of the NZ Branch, net of amounts due to related entities as at 31 March 2018, amounted to $5,826 million (31 March 2017: $4,337

million, 30 September 2017: $5,981 million).

In November 2017, the NZ Branch repaid $200 million of funding owing to the Overseas Bank.

On 26 March 2018, $72 million of dividends were declared and paid by the following entities:

–Westpac Group Investment-NZ-Limited declared and paid a dividend of $4 million to Westpac Overseas Holdings Pty Limited;

–BT Financial Group (NZ) Limited declared and paid a dividend of $10 million to Westpac Equity Holdings Pty Limited; and

–Westpac Financial Services Group-NZ- Limited declared and paid a dividend of $58 million to Westpac Equity Holdings Pty Limited.

Westpac Banking Corporation - New Zealand Banking Group12
Notes to the financial statements

Note 11 Fair value of financial assets and financial liabilities

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.

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.

InstrumentBalance sheet categoryIncludes:Valuation technique

Exchange traded

products

Derivative financial

instruments

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.

Due from related entities

Due to related entities

Foreign exchange

products

Derivative financial

instruments

FX spot contracts

Non-asset backed

debt instruments

Trading securities and

financial assets designated at

fair value

New Zealand

Government bonds

Available-for-sale securities

Other financial liabilities at

fair value through income

statement

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.

13
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

InstrumentBalance sheet categoryIncludes:Valuation technique

Interest rate

products

Derivative financial

instruments

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 is 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.

Due from related entities

Due to related entities

Foreign exchange

products

Derivative financial

instruments

FX swaps and FX forward

contracts - derivative financial

instruments

Derived from market observable inputs or

consensus pricing providers using industry standard

models.

Due from related entities

Due to related entities

Asset backed debt

instruments

Trading securities and

financial assets designated at

fair value

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.

Available-for-sale securities

Non-asset backed

debt instruments

Trading securities and

financial assets designated at

fair value

Local authority and NZ

public securities, other bank

issued certificates of deposit,

commercial paper, other

government securities, off-shore

securities and corporate bonds

Valued using observable market prices which are

sourced from consensus pricing services, broker

quotes or inter-dealer prices.

Available-for-sale securities

Other financial liabilities at

fair value through income

statement

Security repurchase agreements

and reverse repurchase

agreements over non-asset

backed debt securities with

third parties

Deposits and

other borrowings

at fair value

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 issuesCommercial paper

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 Overseas Bank’s implied credit

worthiness.

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.

InstrumentBalance sheet categoryIncludes: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.

Note 11 Fair value of financial assets and financial liabilities (continued)

Westpac Banking Corporation - New Zealand Banking Group14
Notes to the financial statements

The table below summarises the attribution of financial instruments measured at fair value on a recurring basis to the fair value hierarchy:

NZ BANKING GROUP

31 Mar 18 (Unaudited)

$ millionsLevel 1Level 2Level 3 Total

Financial assets measured at fair value

Trading securities and financial assets designated at fair value 54 3,443 - 3,497

Derivative financial instruments - 3,533 - 3,533

Available-for-sale securities 1,183 2,372 - 3,555

Life insurance assets - 280 - 280

Due from related entities - 535 - 535

Total financial assets measured at fair value 1,237 10,163 - 11,400

Financial liabilities measured at fair value

Deposits and other borrowings at fair value - 555 - 555

Other financial liabilities at fair value through income statement 165 219 - 384

Derivative financial instruments - 3,107 - 3,107

Due to related entities 2 628 - 630

Debt issues at fair value - 590 - 590

Total financial liabilities measured at fair value 167 5,099 - 5,266

NZ BANKING GROUP

31 Mar 17 (Unaudited)

$ millionsLevel 1Level 2Level 3

1

Tot a l

Financial assets measured at fair value

Trading securities and financial assets designated at fair value 747 2,863 81 3,691

Derivative financial instruments - 3,515 3 3,518

Available-for-sale securities 1,573 2,245 - 3,818

Life insurance assets - 275 - 275

Due from related entities 4 532 - 536

Total financial assets measured at fair value 2,324 9,430 84 11,838

Financial liabilities measured at fair value

Deposits and other borrowings at fair value - 1,617 - 1,617

Other financial liabilities at fair value through income statement 91 199 - 290

Derivative financial instruments - 4,195 - 4,195

Due to related entities 4 693 - 697

Debt issues at fair value - 2,398 - 2,398

Total financial liabilities measured at fair value 95 9,102 - 9,197

NZ BANKING GROUP

30 Sep 17 (Audited)

$ millionsLevel 1Level 2Level 3

1

Tot a l

Financial assets measured at fair value

Trading securities and financial assets designated at fair value 91 3,800 58 3,949

Derivative financial instruments 1 3,419 - 3,420

Available-for-sale securities 1,556 2,531 - 4,087

Life insurance assets - 304 - 304

Due from related entities 1 409 - 410

Total financial assets measured at fair value 1,649 10,463 58 12,170

Financial liabilities measured at fair value

Deposits and other borrowings at fair value - 593 - 593

Other financial liabilities at fair value through income statement 39 263 - 302

Derivative financial instruments - 3,475 - 3,475

Due to related entities 1 574 - 575

Debt issues at fair value - 1,642 - 1,642

Total financial liabilities measured at fair value 40 6,547 - 6,587

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 instrument balances.

Note 11 Fair value of financial assets and financial liabilities (continued)

15
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

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 six months ended 31 March

2018 (31 March 2017: no material changes in fair value, 30 September 2017: no material changes in fair value).

Analysis of movements between fair value hierarchy levels

During the period, there were no material transfers between levels of the fair value hierarchy (31 March 2017: no material transfers between levels, 30

September 2017: no material transfers between levels).

Financial instruments not measured at fair value

The following table summarises the estimated fair value of the NZ Banking Group’s financial instruments not measured at fair value:

NZ BANKING GROUP

31 Mar 18 (Unaudited)31 Mar 17 (Unaudited)30 Sep 17 (Unaudited)

$ millions

Carrying

Amount Fair Value

Carrying

Amount Fair Value

Carrying

Amount Fair Value

Financial assets

Cash and balances with central banks 2,131 2,131 1,534 1,534 1,761 1,761

Receivables due from other financial institutions 620 620 800 800 471 471

Other assets 396 396 359 359 378 378

Loans 79,557 79,638 76,948 76,968 77,681 7 7,7 1 7

Due from related entities 1,093 1,093 59 59 2,213 2,213

Total 83,797 83,878 79,700 79,720 82,504 82,540

Financial liabilities

Payables due to other financial institutions 1,170 1,170 841 841 1,043 1,043

Other liabilities 532 532 583 583 521 521

Deposits and other borrowings 61,628 61,666 56,812 56,850 58,405 58,450

Due to related entities 1,969 1,980 2,772 2,786 3,071 3,084

Debt issues 14,380 14,522 13,405 13,554 15,087 15,259

Loan capital 2,730 2,773 1,138 1,187 2,822 2,921

Total 82,409 82,643 75,551 75,801 80,949 81,278

A detailed description of how fair value is derived for financial instruments not measured at fair value is disclosed in Note 27 of the financial statements

included in the Disclosure Statement for the year ended 30 September 2017.

Note 12 Credit related commitments, contingent assets and contingent liabilities

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

31 Mar 17

Unaudited

30 Sep 17

Audited

Letters of credit and guarantees 1,067 1,181 1,041

Commitments to extend credit 25,119 24,665 25,111

Other 10 25 10

Total undrawn credit commitments 26,196 25,871 26,162

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.

Note 11 Fair value of financial assets and financial liabilities (continued)

Westpac Banking Corporation - New Zealand Banking Group16
Notes to the financial statements

Note 13 Segment reporting

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 six months ended 31 March 2017 and the year ended 30 September 2017 has been restated following changes to the

allocation of certain costs and 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 for the six

months ended 31 March 2017 or the year ended 30 September 2017.

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 (‘NZ IFRS’ refers to applicable New Zealand

equivalents to International Financial Reporting Standards);

–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.

NZ BANKING GROUP

$ millions

Consumer

Banking and

Wealth

Commercial,

Corporate and

Institutional

Investments

and

Insurance

Reconciling

ItemsTotal

Six months ended 31 March 2018 (Unaudited)

Net interest income567 359 - 17 943

Non-interest income96 137 69 (17) 285

Net operating income before operating expenses and

impairment charges

663 496 69 - 1,228

Operating expenses(342)(125)(15)(5) (487)

Impairment (charges)/benefits(28)1 - - (27)

Profit before income tax293 372 54 (5) 714

Total gross loans45,735 34,183 - 15 79,933

Total deposits and other borrowings35,259 26,369 - 555 62,183

Six months ended 31 March 2017 (Unaudited)

Net interest income508 352 1 2 863

Non-interest income118 160 61 (20) 319

Net operating income before operating expenses and

impairment charges

626 512 62 (18) 1,182

Operating expenses(366)(124)(14)14 (490)

Impairment (charges)/benefits(20)56 - - 36

Profit before income tax240 444 48 (4) 728

Total gross loans43,824 33,480 - 42 7 7, 3 4 6

Total deposits and other borrowings33,670 23,142 - 1,617 58,429

Year ended 30 September 2017 (Unaudited)

Net interest income1,053 717 1 17 1,788

Non-interest income219 288 131 (13) 625

Net operating income before operating expenses and

impairment charges

1,272 1,005 132 4 2,413

Operating expenses(708)(250)(29)(19) (1,006)

Impairment (charges)/benefits(34)97 - 13 76

Profit before income tax530 852 103 (2) 1,483

Total gross loans44,707 33,294 - 30 78,031

Total deposits and other borrowings34,044 24,361 - 593 58,998

17
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

Note 14 Insurance business

The following table presents the aggregate amount of the NZ Banking Group’s insurance business conducted through one of its controlled entities,

Westpac Life-NZ- Limited, calculated in accordance with the Overseas Bank’s (the registered bank) conditions of registration as at the reporting date:

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

Total assets of insurance business 194

As a percentage of total consolidated assets of the NZ Banking Group0.20%

Note 15 Risk management

15.1 Credit risk

The NZ Banking Group’s residential mortgages by loan-to-value ratio (‘LVR’) as at 31 March 2018 (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.

NZ BANKING GROUP

31 Mar 18

LVR range ($ millions)

Does not

exceed 60%

Exceeds 60%

and not 70%

Exceeds 70%

and not 80%

Exceeds 80%

and not 90% Exceeds 90% Total

On-balance sheet exposures19,828 11,465 11,956 2,846 1,631 47,726

Undrawn commitments and other off-balance

sheet exposures

5,039 1,223 898 119 184 7,463

Value of exposures 24,867 12,688 12,854 2,965 1,815 55,189

NZ Banking Group’s reconciliation of residential mortgage-related amounts (Unaudited)

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

$ millions31 Mar 18

Term loans - Housing (as disclosed in Note 4) 47,907

Reconciling items:

Unamortised deferred fees and expenses (166)

Fair value hedge adjustments (15)

Value of undrawn commitments and other off-balance sheet amounts relating to residential mortgages 9,933

Undrawn at default

1

(2,470)

Residential mortgages by LVR 55,189

1

Estimate of the amount of committed exposure not expected to be drawn by the customer at the time of default.

Westpac Banking Corporation - New Zealand Banking Group18
Notes to the financial statements

15.2 Liquidity risk

Liquid assets (Unaudited)

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.

NZ BANKING GROUP

$ millions31 Mar 18

Cash and balances with central banks 2,131

Receivables due from other financial institutions 345

Supranational securities 1,458

NZ Government securities 1,574

NZ public securities 1,301

NZ corporate securities 2,000

Residential mortgage-backed securities 3,950

Total liquid assets 12,759

Contractual maturity of financial liabilities (Unaudited)

The table below presents cash flows associated with financial liabilities, 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 liabilities 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. Derivative liabilities designated for hedging purposes are

expected to be held for their remaining contractual lives, and reflect gross cash flows over the remaining contractual term.

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 liabilities 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 following table.

Note 15 Risk management (continued)

19
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

NZ BANKING GROUP

31 Mar 18

$ millions

On

Demand

Up to

1 Month

Over

1 Month

and Up to

3 Months

Over

3 Months

and Up to

1 Year

Over

1 Year

and Up to

5 Years

Over

5 Years Total

Financial liabilities

Payables due to other financial institutions 713 457 - - - - 1,170

Other liabilities - 212 - - - - 212

Deposits and other borrowings 29,048 5,471 11,637 14,657 2,094 - 62,907

Other financial liabilities at fair value through income statement 173 211 - - - - 384

Derivative financial instruments:

Held for trading 2,530 - - - - - 2,530

Held for hedging purposes (net settled) - 24 63 107 183 70 447

Held for hedging purposes (gross settled):

Cash outflow - 6 14 206 1,881 596 2,703

Cash inflow - - - (159) (1,606) (547) (2,312)

Due to related entities:

Non-derivative balances 1,665 - 3 9 328 - 2,005

Derivative financial instruments:

Held for trading 539 - - - - - 539

Held for hedging purposes (gross settled):

Cash outflow - - 18 55 1,652 - 1,725

Cash inflow - - (17) (48) (1,548) - (1,613)

Debt issues - 10 412 1,725 12,708 995 15,850

Loan capital - - 14 40 229 3,017 3,300

Total undiscounted financial liabilities 34,668 6,391 12,144 16,592 15,921 4,131 89,847

Total contingent liabilities and commitments

Letters of credit and guarantees 1,067 - - - - - 1,067

Commitments to extend credit 25,119 - - - - - 25,119

Other commitments 10 - - - - - 10

Total undiscounted contingent liabilities and commitments 26,196 - - - - - 26,196

15.3 Market risk

Market risk notional capital charges (Unaudited)

The NZ Banking Group’s aggregate market risk exposure is derived in accordance with the Reserve Bank of New Zealand 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 31 March 2018 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 31 March 2018:

Note 15 Risk management (continued)

Westpac Banking Corporation - New Zealand Banking Group20
Notes to the financial statements

NZ BANKING GROUP

31 Mar 18

$ millions Implied Risk-weighted Exposure Notional Capital Charge

End-of-period

Interest rate risk 3,216 257

Foreign currency risk 28 2

Equity risk - -

3,244 259

Peak end-of-day

Interest rate risk 4,466 357

Foreign currency risk 61 5

Equity risk - -

Interest rate sensitivity (Unaudited)

The following table presents a breakdown of the earlier of the contractual repricing date or maturity date of the NZ Banking Group’s net asset position

as at 31 March 2018. 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.

NZ BANKING GROUP

31 Mar 18

$ millions

Up to 3

Months

Over 3

Months

and

Up to 6

Months

Over 6

Months

and

Up to

1 Year

Over

1 Year

and

Up to 2

Years

Over

2 Years

Non-

interest

Bearing Total

Financial assets

Cash and balances with central banks 1,750 - - - - 381 2,131

Receivables due from other financial institutions 617 - - - - 3 620

Other assets - - - - - 396 396

Trading securities and financial assets designated at fair value 2,742 376 40 6 333 - 3,497

Derivative financial instruments - - - - - 3,533 3,533

Available-for-sale securities - - 1,406 761 1,388 - 3,555

Loans 43,361 5,415 11,050 14,511 5,596 (376) 79,557

Life insurance assets5 - 1 - - 274 280

Due from related entities 1,088 - - - 8 532 1,628

Total financial assets 49,563 5,791 12,497 15,278 7,325 4,743 95,197

Non-financial assets 1,019

Total assets 96,216

Financial liabilities

Payables due to other financial institutions 1,168 - - - - 2 1,170

Other liabilities - - - - - 532 532

Deposits and other borrowings 40,065 8,227 6,058 1,320 644 5,869 62,183

Other financial liabilties at fair value through income statement 384 - - - - - 384

Derivative financial instruments - - - - - 3,107 3,107

Due to related entities 1,932 - - - - 667 2,599

Debt issues4,288 1,327 - 1,617 7,738 - 14,970

Loan capital 1,106 - - - 1,624 - 2,730

Total financial liabilities 48,943 9,554 6,058 2,937 10,006 10,177 87,675

Non-financial liabilities 260

Total liabilities 87,935

On-balance sheet interest rate repricing gap 620 (3,763)6,439 12,341 (2,681)

Net derivative notional principals

Net interest rate contracts (notional):

Receivable/(payable)12,614 (1,263)(5,977)(11,708)6,334

Net interest rate repricing gap 13,234 (5,026)462 633 3,653

Note 15 Risk management (continued)

21
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

Note 16 Concentration of funding

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

Funding consists of

Payables due to other financial institutions 1,170

Deposits and other borrowings 62,183

Other financial liabilities at fair value through income statement 384

Due to related entities

1

1,956

Debt issues

2

14,970

Loan capital 2,730

Total funding 83,393

Analysis of funding by geographical areas

2

New Zealand 61,858

Australia 3,091

United Kingdom8,376

United States of America 2,828

Other 7,240

Total funding 83,393

Analysis of funding by industry sector

Accommodation, cafes and restaurants 366

Agriculture 1,370

Construction 1,643

Finance and insurance 31,768

Forestry and fishing 188

Government, administration and defence 2,026

Manufacturing 1,602

Mining 72

Property services and business services 5,793

Services 4,310

Trade 1,787

Transport and storage 848

Utilities 556

Households 25,353

Other 3,755

Subtotal 81,437

Due to related entities

1

1,956

Total funding 83,393

1

Amounts due to related entities, as presented above, are in respect of deposits and borrowings and exclude amounts which relate to derivatives and other liabilities.

2

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 programme does not necessarily represent an appropriate proxy, the debt issues are classified as ‘Other’. These

instruments may have subsequently been on-sold.

Australian and New Zealand Standard Industrial Classification (‘ANZSIC’) has been used as the basis for disclosing industry sectors.

Westpac Banking Corporation - New Zealand Banking Group22
Notes to the financial statements

Note 17 Concentration of credit exposures

NZ BANKING GROUP

$ millions

31 Mar 18

Unaudited

On-balance sheet credit exposures consists of

Cash and balances with central banks 2,131

Receivables due from other financial institutions 620

Other assets 396

Trading securities and financial assets designated at fair value 3,497

Derivative financial instruments 3,533

Available-for-sale securities 3,555

Loans 79,557

Life insurance assets 5

Due from related entities 1,628

Total on-balance sheet credit exposures 94,922

Analysis of on-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants 407

Agriculture 8,205

Construction 518

Finance and insurance 9,209

Forestry and fishing 411

Government, administration and defence 6,635

Manufacturing 2,507

Mining 167

Property 6,621

Property services and business services 1,302

Services 1,831

Trade 2,160

Transport and storage 1,205

Utilities 2,429

Retail lending 49,958

Other 1

Subtotal 93,566

Provisions for impairment charges on loans (376)

Due from related entities 1,628

Other assets 104

Total on-balance sheet credit exposures 94,922

Off-balance sheet credit exposures consists of

Credit risk-related instruments 26,196

Total off-balance sheet credit exposures 26,196

Analysis of off-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants 100

Agriculture 545

Construction 667

Finance and insurance 1,731

Forestry and fishing 138

Government, administration and defence 746

Manufacturing 1,684

Mining 168

Property 1,560

Property services and business services 563

Services 689

Trade 2,053

Transport and storage 783

Utilities 1,599

Retail lending 13,170

Total off-balance sheet credit exposures 26,196

ANZSIC has been used as the basis for disclosing industry sectors.

23
Notes to the financial statements

Westpac Banking Corporation - New Zealand Banking Group

Note 18 Overseas Bank and Overseas Banking Group capital adequacy

The table below represents the capital adequacy calculation for the Overseas Banking Group and Overseas Bank based on the Australian Prudential

Regulation Authority’s (‘APRA’) application of the Basel III capital adequacy framework.

%

31 Mar 18

Unaudited

31 Mar 17

Unaudited

Overseas Banking Group (excluding entities specifically excluded by APRA regulations)

1,2

Common Equity Tier 1 capital ratio 10.5 10.0

Additional Tier 1 capital ratio 2.3 1.7

Tier 1 capital ratio 12.8 11.7

Tier 2 capital ratio 2.0 2.3

Total regulatory capital ratio 14.8 14.0

Overseas Bank (Extended Licensed Entity)

1,3

Common Equity Tier 1 capital ratio 10.4 10.2

Additional Tier 1 capital ratio 2.4 1.8

Tier 1 capital ratio 12.8 12.0

Tier 2 capital ratio 2.1 2.6

Total regulatory capital ratio 14.9 14.6

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 purposes 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 (‘AMA’) 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 31 March 2018.

Westpac Banking Corporation - New Zealand Banking Group24
Notes to the financial statements

Note 19 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 six

months ended 31 March 2018.

Profitability31 Mar 18 Unaudited

Net profit after tax for the six months ended 31 March 2018 (A$ millions) 4,200

Net profit after tax for the 12 month period to 31 March 2018 as a percentage of average total assets 1.0%

Total assets and equity31 Mar 18 Unaudited

Total assets (A$ millions) 871,855

Percentage change in total assets over the 12 months ended 31 March 20183.8%

Total equity (A$ millions) 62,665

Asset quality31 Mar 18 Unaudited

Total individually impaired assets

1, 2

(A$ millions) 1,535

Total individually impaired assets expressed as a percentage of total assets0.2%

Total individual credit impairment allowance

3

(A$ millions) 699

Total individual credit impairment allowance expressed as a percentage of total individually impaired assets45.5%

Total collective credit impairment allowance

3

(A$ millions) 2,694

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$722

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$228 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.

Westpac Banking Corporation - New Zealand Banking Group
25

Conditions of registration

Westpac New Zealand conditions of registration

Westpac New Zealand has disclosed matters of non-compliance with its conditions of registration in Westpac New Zealand’s Disclosure Statement for

the six months ended 31 March 2018.

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

Changes to conditions of registration

On 19 December 2017, the Reserve Bank advised the Overseas Bank on changes to its conditions of registration to give effect to the Reserve Bank’s

further changes to the LVR restrictions, which ease those restrictions. These changes to the conditions of registration came into effect from 1 January

2018, being:

(a) a limit of 5 per cent on new lending carried out in the relevant measurement period for residential property investment applies where the LVR is

greater than 65 per cent (previously, the required LVR was 60 per cent), and

(b) a limit of 15 percent (previously, the required limit was 10 per cent) on new non-residential property investment lending carried out in the

measurement period applies where the LVR is greater than 80 per cent (previously, the required limit was 10 per cent).

Westpac Banking Corporation - New Zealand Banking Group26
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

Independent auditor’s review report

To the Directors of Westpac Banking Corporation

Report on the financial statements

We have reviewed pages 4 to 24 of the Disclosure Statement for the six months ended 31 March 2018 (the

“Disclosure Statement”) of Westpac Banking Corporation – New Zealand Branch (the “Branch”), which includes

the financial statements required by Clause 26 of the Registered Bank Disclosure Statements (Overseas

Incorporated Registered Banks) Order 2014 (as amended) (the “Order”) and the supplementary information

required by Schedules 5, 7, 9, 12 and 14 of the Order. The financial statements comprise the balance sheet as at 31

March 2018, the income statement, the statement of comprehensive income, the statement of changes in equity

and the statement of cash flows for the six months then ended, and the notes to the financial statements that

include a statement of accounting policies, and selected explanatory notes for the NZ Banking Group. The NZ

Banking Group comprises the New Zealand operations of Westpac Banking Corporation.

Directors’ responsibility for the financial statements

The Directors of Westpac Banking Corporation (the “Directors”) are responsible on behalf of Westpac

Banking Corporation, for the preparation and presentation of the Disclosure Statement, which includes

financial statements prepared in accordance with Clause 26 of the Order and for such internal controls as the

Directors determine are necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In addition, the Directors are responsible, on behalf of Westpac Banking Corporation, for the preparation and

presentation of supplementary information in the Disclosure Statement which complies with Schedules 3, 5, 7, 9,

12 and 14 of the Order.

Our responsibility

Our responsibility is to express the following conclusions on the financial statements and supplementary

information presented by the Directors based on our review:

•in relation to the financial statements (excluding the supplementary information) whether, in our opinion

on the basis of the procedures performed by us, anything has come to our attention that would cause us to

believe that the financial statements have not been prepared, in all material respects, in accordance with

New Zealand Equivalent to International Accounting Standard 34: Interim Financial Reporting (NZ IAS 34)

and International Accounting Standard 34: Interim Financial Reporting (IAS 34);

•in relation to the supplementary information (excluding the supplementary information relating to credit

and market risk exposures and capital adequacy) whether, in our opinion on the basis of the procedures

performed by us, anything has come to our attention that would cause us to believe that the supplementary

information does not fairly state the matters to which it relates in accordance with Schedules 5, 7, 12 and 14 of

the Order; and

•in relation to the supplementary information relating to credit and market risk exposures and capital

adequacy whether, in our opinion on the basis of the procedures performed by us, anything has come to our

attention that would cause us to believe that the supplementary information is not, in all material respects,

disclosed in accordance with Schedule 9 of the Order.

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). As the auditor of the

NZ Banking Group, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the audit of

the annual financial statements.

Westpac Banking Corporation - New Zealand Banking Group
27

Independent auditor’s review report (continued)

A review in accordance with NZ SRE 2410 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 International Standards on Auditing

(New Zealand) and International Standards on Auditing. Accordingly, we do not express an audit opinion on the

financial statements and supplementary information.

We are independent of the NZ Banking Group. Our firm carries out other services for the NZ Banking Group

in the areas of other assurance and agreed procedures. In addition, certain partners and employees of our firm

may deal with the NZ Banking Group on normal terms within the ordinary course of trading activities of the NZ

Banking Group. These matters have not impaired our independence as auditor of the NZ Banking Group.

Conclusion

We have examined the financial statements and supplementary information and based on our review, nothing has

come to our attention that causes us to believe that:

a)t he financial statements on pages 4 to 24 (excluding the supplementary information) have not been prepared

in all material respects, in accordance with NZ IAS 34 and IAS 34;

b)t he supplementary information prescribed by Schedules 5, 7, 12 and 14 of the Order, does not fairly state the

matters to which it relates in accordance with those Schedules; and

c)t he supplementary information relating to credit and market risk exposures and capital adequacy prescribed

by Schedule 9 of the Order is not, in all material respects disclosed in accordance with Schedule 9 of the

Order.

Who we report to

This report is made solely to the Directors, as a body. Our review work has been undertaken so that we might

state those matters which we are required to state to them in our review 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 Directors, as a body, for our review procedures, for this report, or for the conclusions we

have formed.

For and on behalf of:

Auckland

Chartered Accountant

29 May 2018

westpac.co.nz
JN15967-2 04-18

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.

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