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WBC – NZ Banking Group Disclosure Statement – 31 Mar 2020

Annual Report26 May 2020WBCFinancials

ASX Release


26 MAY 2020


Westpac Banking Corporation – New Zealand Banking Group Disclosure

Statement


Westpac Banking Corporation (“Westpac”) today provides the attached Westpac New

Zealand Banking Group Disclosure Statement for the six months ended 31 March

2020.









For further information:


David Lording Andrew Bowden

Group Head of Media Relations Head of Investor Relations

0419 683 411 T. (02) 8253 4008 (ext. 24008)

M. 0438 284 863



This document has been authorised for release by Tim Hartin, Group Company Secretary.



Level 18, 275 Kent Street

Sydney, NSW, 2000

Westpac
Banking

Corporation -

New Zealand

Banking Group

Di

sclosure Statement

For the six months ended 31 March 2020

This page has been intentionally left blank

Contents
Westpac Banking Corporation - New Zealand Banking Group 3

Directors’ and the Chief Executive Officer, NZ Branch’s statement4

Financial statements

Income statement5Note 6 Provisions for expected credit losses14

Statement of comprehensive income5Note 7 Deposits and other borrowings19

Balance sheet6Note 8 Debt issues19

Statement of changes in equity7Note 9 Related entities19

Statement of cash flows8

Note 1 Statement of accounting policies9

Note 10 Fair values of financial assets and financial

liabilities

20

Note 2 Net interest income11

Note 3 Non-interest income12

Note 11 Credit related commitments, contingent

assets and contingent liabilities

24

Note 4 Impairment charges/(benefits)13Note 12 Segment reporting24

Note 5 Loans13Note 13 Subsequent events25

Registered bank disclosures

i. General information26v. Insurance business37

ii. Additional financial disclosures29vi. Risk management policies37

iii. Asset quality35

iv. Credit and market risk exposures and capital

adequacy

36

Conditions of registration38

Independent auditor’s review report39

Glossary of terms

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

Registered Banks) Order 2014 (as amended) (‘Order’).

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

Overseas Bank – refers to Westpac Banking Corporation;

Overseas Banking Group – refers to the Overseas Bank and all other entities included in the Overseas Bank’s group for the purposes of public

reporting of the group financial statements in Australia;

NZ Branch – refers to the New Zealand business (as defined in the Order) of the Overseas Bank;

Westpac New Zealand – refers to Westpac New Zealand Limited; and

NZ Banking Group – refers to the financial reporting group (as defined in the Order) of the Overseas Bank. Controlled entities of the NZ Banking

Group are set out in Note 22 to the financial statements included in the Disclosure Statement for the year ended 30 September 2019.

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.

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

4 Westpac Banking Corporation - New Zealand Banking Group

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 six months ended 31

March 2020:

(a) the Overseas Bank has complied with all conditions of registration that applied during that period, except as noted on page 38; 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 2020.

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

and by Simon James Power as Chief Executive Officer, NZ Branch.

David McLean

Simon Power

Dated this 25

th

day of May 2020

Income statement for the six months ended 31 March 2020
Westpac Banking Corporation - New Zealand Banking Group 5

NZ BANKING GROUP

Six MonthsSix Months

EndedEnded

31 Mar 2031 Mar 19

$ millionsNoteUnauditedUnaudited

Interest income:

Calculated using the effective interest rate method2 1,886 2,052

Other2 33 45

Total interest income2 1,919 2,097

Interest expense2 (941) (1,086)

Net interest income 978 1,011

Net fees and commissions income3 82 102

Net wealth management and insurance income3 83 96

Trading income3 72 22

Other income3 16 46

Net operating income before operating expenses and impairment charges 1,231 1,277

Operating expenses (551) (494)

Impairment (charges)/benefits4 (210) (14)

Profit before income tax 470 769

Income tax expense (135) (203)

Net profit attributable to the owners of the NZ Banking Group 335 566

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

Statement of comprehensive income for the six months ended 31 March 2020

NZ BANKING GROUP

Six MonthsSix Months

EndedEnded

31 Mar 2031 Mar 19

$ millions

UnauditedUnaudited

Net profit attributable to the owners of the NZ Banking Group 335 566

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Gains/(losses) recognised in equity on:

Investment securities (20) (6)

Cash flow hedging instruments 44 (70)

Transferred to income statement:

Cash flow hedging instruments 45 21

Income tax on items taken to or transferred from equity:

Investment securities 5 2

Cash flow hedging instruments (24) 14

Items that will not be reclassified subsequently to profit or loss (net of tax)

Remeasurement of defined benefit obligation (5) (8)

Other comprehensive income for the period (net of tax) 45 (47)

Total comprehensive income attributable to the owners of the NZ Banking Group 380 519

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

Balance sheet as at 31 March 2020
6 Westpac Banking Corporation - New Zealand Banking Group

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millionsNote

UnauditedAudited

Assets

Cash and balances with central banks 5,210 2,002

Collateral paid 363 417

Trading securities and financial assets measured at fair value through income statement ('FVIS') 6,587 4,871

Derivative financial instruments 8,806 6,257

Investment securities 3,778 4,469

Loans5 87,425 84,626

Other financial assets 394 400

Life insurance assets 350 335

Due from related entities 6,263 2,367

Property and equipment 421 137

Deferred tax assets 184 138

Intangible assets 669 685

Other assets 75 58

Total assets 120,525 106,762

Liabilities

Collateral received 1,331 623

Deposits and other borrowings7 72,594 65,606

Other financial liabilities 3,074 1,748

Derivative financial instruments 7,677 5,825

Due to related entities 3,631 2,892

Debt issues8 19,526 17,846

Current tax liabilities 25 91

Provisions 194 150

Other liabilities 426 139

Loan capital 3,356 3,185

Total liabilities 111,834 98,105

Net assets 8,691 8,657

Head office account

Branch capital 1,300 1,300

Retained profits 1,050 989

Total head office account 2,350 2,289

NZ Banking Group equity

Share capital 143 143

Reserves (19) (69)

Retained profits 6,217 6,294

Total NZ Banking Group equity 6,341 6,368

Total equity attributable to the owners of the NZ Banking Group 8,691 8,657

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

Statement of changes in equity for the six months ended 31 March 2020
Westpac Banking Corporation - New Zealand Banking Group 7

NZ BANKING GROUP

NZ BRANCHOTHER MEMBERS OF THE NZ BANKING GROUP

Head Office

Account

Reserves

Available-

for-saleInvestmentCash Flow

BranchRetained Share SecuritiesSecuritiesHedgeRetainedTotal

$ millions

Capital ProfitsCapital ReserveReserveReserveProfitsEquity

As at 30 September 2018 (Audited) 1,300 869 143 9 - (64) 6,126 8,383

Impact on adoption of new accounting standards - - - (9) 9 - (24) (24)

As at 1 October 2018 (Restated) 1,300 869 143 - 9 (64) 6,102 8,359

Six months ended 31 March 2019 (Unaudited)

Net profit attributable to the owners of the NZ

Banking Group - 39 - - - - 527 566

Net gains/(losses) from changes in fair value - - - - (6) (70) - (76)

Income tax effect - - - - 2 20 - 22

Transferred to income statement - - - - - 21 - 21

Income tax effect - - - - - (6) - (6)

Remeasurement of defined benefit obligations - - - - - - (11) (11)

Income tax effect - - - - - - 3 3

Total comprehensive income for the

six months ended 31 March 2019 - 39 - - (4) (35) 519 519

Transactions with owners:

Dividends paid on ordinary shares - - - - - - (437) (437)

As at 31 March 2019 (Unaudited) 1,300 908 143 - 5 (99) 6,184 8,441

As at 30 September 2019 (Audited) 1,300 989 143 - 4 (73) 6,294 8,657

Six months ended 31 March 2020 (Unaudited)

Net profit attributable to the owners of the NZ

Banking Group - 61 - - - - 274 335

Net gains/(losses) from changes in fair value - - - - (20) 44 - 24

Income tax effect - - - - 5 (12) - (7)

Transferred to income statement - - - - - 45 - 45

Income tax effect - - - - - (12) - (12)

Remeasurement of defined benefit obligations - - - - - - (7) (7)

Income tax effect - - - - - -

2

2

Total comprehensive income for the

six months ended 31 March 2020 - 61 - - (15) 65 269 380

Transactions with owners:

Dividends paid on ordinary shares (refer to Note 9) - - - - - - (346) (346)

As at 31 March 2020 (Unaudited) 1,300 1,050 143 - (11) (8) 6,217 8,691

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

Statement of cash flows for the six months ended 31 March 2020
8 Westpac Banking Corporation - New Zealand Banking Group

NZ BANKING GROUP

Six MonthsSix Months

EndedEnded

31 Mar 2031 Mar 19

$ millionsUnauditedUnaudited

Cash flows from operating activities

Interest received

1,942 2,091

Interest paid

(1,043) (1,117)

Non-interest income received

215 224

Operating expenses paid

(463) (464)

Income tax paid (264) (286)

Cash flows from operating activities before changes in operating assets and liabilities 387 448

Net (increase)/decrease in:

Collateral paid

54 (333)

Trading securities and financial assets measured at FVIS

(1,745) (141)

Loans

(2,953) (1,618)

Other financial assets

48 1

Due from related entities

(2,931) (125)

Other assets

(8) (3)

Net increase/(decrease) in:

Collateral received

708 (271)

Deposits and other borrowings

6,988 2,009

Other financial liabilities

1,388 220

Due to related entities

(22) (2)

Other liabilities

12 5

Net movement in external and related entity derivative financial instruments 196 (186)

Net cash provided by/(used in) operating activities 2,122 4

Cash flows from investing activities

Purchase of investment securities

(65) (1,535)

Proceeds from investment securities

714 1,363

Net movement in life insurance assets

(15) 15

Proceeds from disposal of associates

- 48

Purchase of capitalised computer software

(24) (21)

Purchase of property and equipment (4) (16)

Proceeds from disposal of property and equipment - 3

Net cash provided by/(used in) investing activities 606 (143)

Cash flows from financing activities

Net movement in due to related entities

(47) (23)

Proceeds from debt issues

3,029 1,721

Repayments of debt issues

(2,093) -

Payments for the principal portion of lease liabilities

(31) -

Dividends paid to ordinary shareholders (346) (437)

Net cash provided by/(used in) financing activities 512 1,261

Net increase/(decrease) in cash and cash equivalents

3,240 1,122

Cash and cash equivalents at beginning of the period 2,074 1,529

Cash and cash equivalents at end of the period 5,314 2,651

Cash and cash equivalents at end of the period comprise:

Cash on hand

464 290

Balances with central banks

4,746 1,950

Interbank lending classified as cash and cash equivalents

1

104 411

Cash and cash equivalents at end of the period 5,314 2,651

1

Interbank lending is included within other financial assets on the balance sheet.

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

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 9

Note 1 Statement of accounting policies

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

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 financial statements included in the Disclosure

Statement for the year ended 30 September 2019. These financial statements comply with International Accounting Standard 34 Interim Financial

Reporting as issued by the International Accounting Standards Board (‘IASB’).

Financial statements preparation

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

securities and financial assets and financial liabilities (including derivative instruments) measured at FVIS or in other comprehensive income

(‘FVOCI’). The going concern concept has been applied.

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

Comparative information has been revised where appropriate to enhance comparability.

All policies have been applied on a basis consistent with that used in the financial year ended 30 September 2019, except as set out in the

‘amendments to accounting standards effective this period’ section below.

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

consistent with those in the Disclosure Statement for the year ended 30 September 2019 except for as noted below:

Goodwill

As at 31 March 2020, the COVID-19 pandemic has led to significant changes with adverse effects to the NZ Banking Group’s economic environment,

which is an indicator of impairment. As a result, an impairment test was performed which confirmed that the NZ Banking Group continues to have

considerable headroom when determining whether goodwill is recoverable, and no impairment should be recognised.

We have reassessed the base assumptions and revised them where we consider it necessary in order to provide a reasonable estimate of the value-

in-use of the business units and the NZ Banking Group in the current environment. We have revised the assumptions used at 30 September 2019 as

reported in the Disclosure Statement from a zero growth rate beyond 2 year forecasts to a 2% growth rate beyond 3.5 year forecasts.

Given the uncertainty of a rapidly changing economic environment, market sentiment, and regulatory and industry responses, the forecasts are

likely to change. This will continue to be reviewed and a further impairment test will be performed at year end.

Provisions for expected credit losses (‘ECL’)

Details on specific judgements in relation to the impact of COVID-19 on the calculation of provisions for ECL are included in Note 6.

Amendments to Accounting Standards effective this period

NZ IFRS 16 Leases

NZ IFRS 16 Leases (‘NZ IFRS 16’) was adopted by the NZ Banking Group on 1 October 2019. NZ IFRS 16 requires all operating leases of greater than 12

months duration be presented on balance sheet by the lessee as a right-of-use (‘ROU’) asset and lease liability. There are no significant changes to

lessor accounting.

The NZ Banking Group adopted the standard using the simplified approach to transition with no restatement of comparative information and no

effect on retained earnings.

The lease liabilities are measured at the present value of the remaining lease payments, discounted at the lessee’s incremental borrowing rate at 1

October 2019. On transition to the new standard, the lease liability recognised in other liabilities was $292 million. The associated ROU assets were

measured at an amount equal to the lease liability. The ROU assets are recognised in property and equipment.

All leases on balance sheet give rise to a combination of interest expense on the lease liability and depreciation of the ROU asset. Interest expense is

recognised in net interest income on an effective yield basis. Depreciation expense is recognised in operating expenses on a straight-line basis over

the lease term.

Extension options are included in a number of lease contracts. The extension options are only included in the lease term if the lease is reasonably

certain to be extended, which is assessed by the NZ Banking Group at the lease commencement date. The assessment is reviewed if a significant

event or significant change in circumstances occurs which affects this assessment and is within the control of the NZ Banking Group.

The NZ Banking Group used the incremental borrowing rate based on the remaining maturity of leases at the date of transition as the discount rate

when determining present value. The weighted average incremental borrowing rate applied was 2.40%.

The table below shows the reconciliation of operating lease commitments disclosed as at 30 September 2019 to the lease liability recognised on 1

October 2019:

Notes to the financial statements
10 Westpac Banking Corporation - New Zealand Banking Group

Note 1 Statement of accounting policies (continued)

NZ BANKING GROUP

$ millions

Operating lease commitments at 30 September 2019 (Audited) 306

Recognition exemption for short-term leases

(2)

Adjustment for extension options reasonably certain to be exercised

21

Undiscounted lease payments as at 30 September 2019 325

Effect of discounting (weighted average incremental borrowing rate of 2.40%) (33)

Lease liability as at 1 October 2019 (Audited) 292

NZ IFRIC 23 Uncertainty over Income Tax Treatments

NZ IFRIC 23 Uncertainty over Income Tax Treatments (‘NZ IFRIC 23’) was adopted by the NZ Banking Group on 1 October 2019. NZ IFRIC 23 clarifies

the recognition and measurement criteria in NZ IAS 12 Income Taxes where there is uncertainty over income tax treatments, and requires an

assessment of each uncertain tax position as to whether it is probable that a taxation authority will accept the position.

Where it is not considered probable, the effect of the uncertainty will be reflected in determining the relevant taxable profit or loss, tax bases,

unused tax losses and unused tax credits or tax rates. The amount will be determined as either the single most likely amount or the sum of the

probability weighted amounts in a range of possible outcomes, whichever better predicts the resolution of the uncertainty. Judgements will be

reassessed as and when new facts and circumstances are presented.

NZ IFRIC 23 did not have a material impact on the NZ Banking Group.

Interest Rate Benchmark Reform

Interest Rate Benchmark Reform - amendments to NZ IFRS 9 Financial Instruments (‘NZ IFRS 9’), NZ IAS 39 Financial Instruments: Recognition and

Measurement (‘NZ IAS 39’) and NZ IFRS 7 Financial Instruments: Disclosures (‘NZ IFRS 7’), was early adopted, as permitted by the standard, by the

NZ Banking Group on 1 October 2019. These amendments allow the NZ Banking Group to apply certain exceptions to the standard hedging

requirements in respect of hedge relationships that are impacted by a market wide interest rate benchmark reform. Specifically the exceptions

allow the NZ Banking Group to:

 Assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the reform when determining

whether a forecast transaction is highly probable;

 Assume that the interest rate benchmark of the hedged item/instrument is not altered for the life of the hedge when assessing whether a hedge is

expected to continue to be highly effective;

 A hedge relationship impacted by uncertainty arising from benchmark interest rate reform is not required to pass the 80%-125% effectiveness

test, however any actual ineffectiveness must be recorded in the income statement; and

 The determination of a designated component of an exposure in portfolio hedges is only required to be made the first time that component is

designated, and not when the portfolio is de-designated and re-designated.

The exceptions allowed by the amendments are being applied to the NZ Banking Group’s London Interbank Offered Rate (‘LIBOR’) linked hedge

relationships that mature after the LIBOR discontinuance date of 31 December 2021. The NZ Banking Group’s LIBOR transition project has

commenced focusing on identification of exposures and internal processes that will be affected by the changes.

A key assumption made when performing hedge accounting at the reporting date is that both the hedged item and instrument will be amended

from existing LIBOR linked floating rates to new alternative reference rates (‘ARRs’) on the same date. Where actual differences between those dates

arise hedge ineffectiveness will be recorded in the income statement.

On 9 April 2020, the IASB issued an exposure draft for Interest Rate Benchmark Reform – Phase 2 which considers the issues that will affect financial

reporting when an existing benchmark interest rate is replaced by an ARR. The NZ Banking Group continues to monitor these developments and the

expected impact.

The table below summarises the LIBOR exposures the NZ Banking Group currently has in hedging relationships maturing after 31 December 2021

which will be impacted by the Interest Rate Benchmark Reform and the quantum of those risks. The extent of the risk exposure also reflects the

notional amounts of related hedging instruments.

NZ BANKING GROUP

31 Mar 20

Unaudited

$ millions

Notional hedged exposure

Benchmark

USD LIBOR 2,076

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 11

Note 2 Net interest income

NZ BANKING GROUP

Six MonthsSix Months

EndedEnded

31 Mar 2031 Mar 19

$ millions

UnauditedUnaudited

Interest income

Calculated using the effective interest rate method

Cash and balances with central banks 7 12

Collateral paid 2 4

Investment securities 58 78

Loans 1,802 1,947

Due from related entities 16 11

Other interest income 1 -

Total interest income calculated using the effective interest rate method 1,886 2,052

Other

Trading securities and financial assets measured at FVIS 33 42

Due from related entities - 3

Total other 33 45

Total interest income 1,919 2,097

Interest expense

Calculated using the effective interest rate method

Collateral received 3 4

Deposits and other borrowings 532 664

Due to related entities 16 26

Debt issues 135 141

Loan capital 71 74

Other interest expense 9 3

Total interest expense calculated using the effective interest rate method 766 912

Other

Deposits and other borrowings 8 11

Due to related entities - 3

Debt issues 24 4

Other interest expense

1

143 156

Total other 175 174

Total interest expense 941 1,086

Net interest income 978 1,011

1

Includes the net impact of the NZ Banking Group's interest rate and liquidity management activities.

Notes to the financial statements
12 Westpac Banking Corporation - New Zealand Banking Group

Note 3 Non-interest income5967-2 04-18

NZ BANKING GROUP

Six MonthsSix Months

EndedEnded

31 Mar 2031 Mar 19

$ millions

UnauditedUnaudited

Net fees and commissions income

Facility fees 30 25

Transaction fees and commissions 75 94

Other non-risk fee income 11 13

Fees and commissions income 116 132

Credit card loyalty programs (19) (16)

Transaction fees and commissions related expenses (15) (14)

Fees and commissions expenses (34) (30)

Net fees and commissions income 82 102

Net wealth management and insurance income

Wealth management income 27 27

Net life insurance income and change in policy liabilities 56 69

Net wealth management and insurance income 83 96

Trading income 72 22

Other income

Net ineffectiveness on qualifying hedges 15 -

Other non-interest income 1 46

Total other income 16 46

Total non-interest income 253 266

Non-interest income in scope of NZ IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’) can be further disaggregated into the

following operating segments and is consistent with the segment descriptions detailed in Note 12:

NZ BANKING GROUP

$ millions

Consumer

Banking and

Wealth

Commercial,

Corporate and

Institutional

Investments and

Insurance

Reconciling

ItemsTotal

Six months ended 31 March 2020 (Unaudited)

Fees and commissions income

Facility fees 20 8 - 2 30

Transaction fees and commissions 41 30 - 4 75

Other non-risk fee income 5 9 - (3) 11

Fees and commissions income 66 47 - 3 116

Fees and commissions expenses (34) - - - (34)

Net fees and commissions income 32 47 - 3 82

Wealth management income - - 19 8 27

Six months ended 31 March 2019 (Unaudited) (restated)

Fees and commissions income

Facility fees 14 7 - 4 25

Transaction fees and commissions 59 36 - (1) 94

Other non-risk fee income 6 12 - (5) 13

Fees and commissions income 79 55 - (2) 132

Fees and commissions expenses (30) - - - (30)

Net fees and commissions income 49 55 - (2) 102

Wealth management income - - 22 5 27

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 13

Note 4 Impairment charges/(benefits)

NZ BANKING GROUP

Six MonthsSix Months

Ended Ended

31 Mar 2031 Mar 19

$ millions

UnauditedUnaudited

Provisions raised/(released):

Performing 133 (8)

Non-performing 68 14

Bad debts written-off/(recovered) directly to the income statement 9 8

Impairment charges/(benefits) 210 14

of which relates to:

Loans and credit commitments 210 14

Impairment charges/(benefits) 210 14

Impairment charges/(benefits) on all other financial assets are not material to the NZ Banking Group. Refer to Note 6 for details on the impact of

COVID-19 on the provision for ECL.

Note 5 Loans

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millions

UnauditedAudited

Residential mortgages 53,411 51,504

Other retail 3,503 3,753

Corporate 30,858

29,579

Other 159

111

Total gross loans 87,931 84,947

Provisions for ECL on loans (Note 6) (506) (321)

Total net loans 87,425 84,626

As at 31 March 2020, $7,531 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’) (30

September 2019: $7,530 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 2019. As

at 31 March 2020, the New Zealand dollar equivalent of bonds issued by WSNZL under the CB Programme was $5,502 million (30 September 2019:

$5,274 million).

Notes to the financial statements
14 Westpac Banking Corporation - New Zealand Banking Group

Note 6 Provisions for expected credit losses

Loans and credit commitments

The reconciliation of the provision for ECL for loans and credit commitments as at 31 March 2020 below has been determined by an aggregation of

monthly movements over the period. The key line items in the reconciliation represent the following:

The transfers between stages lines represent transfers between stage 1, stage 2 and stage 3 prior to remeasurement of the provision for ECL.

The other charges/(credits) to the income statement line represents the impact on the provision for ECL due to changes in credit quality

during the period (including transfers between stages), changes due to forward looking economic scenarios, the COVID-19 overlay, and

partial repayments and additional drawdowns on existing facilities over the period.

Write-offs represent a reduction in the provision for ECL as a result of derecognition of exposures where there is no reasonable expectation

of full recovery.

Movements in components of loss allowances

The following table shows the collectively assessed provisions (‘CAP’) and individually assessed provisions (‘IAP’) for loans and credit commitments.

NZ BANKING GROUP

31 Mar 20

Unaudited

PerformingNon-performing

Stage 1Stage 2Stage 3Stage 3

$ millions

CAPCAPCAPIAP

Total

Provision for ECL as at 1 October 2019 91 180 53 28 352

Due to changes in credit quality:

Transfers to Stage 1 117 (110) (7) - -

Transfers to Stage 2 (16) 33 (14) (3) -

Transfers to Stage 3 CAP - (22) 23 (1) -

Transfers to Stage 3 IAP - (19) (1) 20 -

Reversals of previously recognised impairment charges - - - (7) (7)

New financial assets originated 9 - - - 9

Financial assets derecognised during the period (7) (14) (9) - (30)

Changes in CAP due to amounts written off - - (21) - (21)

Other charges/(credits) to the income statement (79) 241 56 32 250

Total charges/(credits) to the income statement for ECL 24 109 27 41 201

Amounts written off from IAP - - - (1) (1)

Total provision for ECL on loans and credit commitments as

at 31 March 2020

115 289 80 68 552

Presented as:

Provision for ECL on loans (refer to Note 5) 97 261 80 68 506

Provision for ECL on credit commitments 18 28 - - 46

Total provision for ECL on loans and credit commitments as

at 31 March 2020

115 289 80 68 552

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 15

Note 6 Provisions for expected credit losses (continued)

NZ BANKING GROUP

30 Sep 19

Audited

PerformingNon-performing

Stage 1Stage 2Stage 3Stage 3

$ millions

CAPCAPCAPIAP

Total

Provision for ECL as at 1 October 2018 103 203 53 36 395

Due to changes in credit quality:

Transfers to Stage 1 261 (245) (16) - -

Transfers to Stage 2 (16) 43 (26) (1) -

Transfers to Stage 3 CAP - (38) 42 (4) -

Transfers to Stage 3 IAP - - (8) 8 -

Reversals of previously recognised impairment charges - - - (15) (15)

New financial assets originated 24 - - - 24

Financial assets derecognised during the year (19) (41) (21) - (81)

Changes in CAP due to amounts written off - - (53) - (53)

Other charges/(credits) to the income statement (262) 258 82 9 87

Total charges/(credits) to the income statement for ECL (12) (23) - (3) (38)

Amounts written off from IAP - - - (5) (5)

Total provision for ECL on loans and credit commitments as

at 30 September 2019

91 180 53 28 352

Presented as:

Provision for ECL on loans (refer to Note 5) 76 164 53 28 321

Provision for ECL on credit commitments 15 16 - - 31

Total provision for ECL on loans and credit commitments as

at 30 September 2019

91 180 53 28 352

Impacts of changes in gross financial assets on loss allowances

The following table explains how changes in gross carrying amounts of loans during the period have contributed to changes in the provisions for

ECL on loans.

It is important to note that as a result of the COVID-19 overlay (discussed in the ‘COVID-19 overlay’ section below), the gross carrying amount is

impacted by $5.0 billion of loans ($3.7 billion relating to the business portfolio and $1.3 billion relating to the retail portfolio) transferred from

stage 1 to stage 2 on the same basis as the overlays for determining a significant increase in credit risk (‘SICR’) were. As with determining the level

of overlays to reflect the provision for ECL associated with a SICR, there is equally a degree of uncertainty with the amount of loans reflected in

stage 2. In particular, while the provision for ECL as a proportion of gross carrying amount on stage 2 loans has decreased, these exposures

referred to in determining the COVID-19 overlay are still performing, and while some may experience a credit deterioration we do not expect that

all these exposures used to calculate the overlay will result in a loss. We expect that the treatment of these loans will continue to evolve as the

situation unfolds and more data is available to accurately model and understand the credit risk/loss implications from the COVID-19 pandemic.

Notes to the financial statements
16 Westpac Banking Corporation - New Zealand Banking Group

Note 6 Provisions for expected credit losses (continued)

NZ BANKING GROUP

31 Mar 20

Unaudited

Performing Non-performing

Stage 1Stage 2Stage 3Stage 3

$ millions

CAPCAPCAPIAP

Total

Total gross carrying amount as at 1 October 2019 80,435 4,064 379 69 84,947

Transfers:

Transfers to Stage 1 2,168 (2,121) (47) - -

Transfers to Stage 2 (7,649) 7,732 (69) (14) -

Transfers to Stage 3 CAP (43) (225) 271 (3) -

Transfers to Stage 3 IAP - (87) (11) 98 -

Net further lending/(repayment) (1,217) 44 (11) (2) (1,186)

New financial assets originated 11,083 - - - 11,083

Financial assets derecognised during the period (6,542) (280) (66) (3) (6,891)

Amounts written-off - - (21) (1) (22)

Total gross carrying amount as at 31 March 2020 78,235 9,127 425 144 87,931

Provision for ECL as at 31 March 2020 (97) (261) (80) (68) (506)

Total net carrying amount as at 31 March 2020 78,138 8,866 345 76 87,425

NZ BANKING GROUP

30 Sep 19

Audited

Performing Non-performing

Stage 1Stage 2Stage 3Stage 3

$ millions

CAPCAPCAPIAP

Total

Total gross carrying amount as at 1 October 2018 76,946 3,775 383 80 81,184

Transfers:

Transfers to Stage 1 4,205 (4,108) (92) (5) -

Transfers to Stage 2 (5,058) 5,176 (115) (3) -

Transfers to Stage 3 CAP (158) (347) 519 (14) -

Transfers to Stage 3 IAP (6) (2) (40) 48 -

Net further lending/(repayment) (2,475) 228 (76) (24) (2,347)

New financial assets originated 17,749 - - - 17,749

Financial assets derecognised during the year (10,768) (658) (147) (8) (11,581)

Amounts written-off - - (53) (5) (58)

Total gross carrying amount as at 30 September 2019 80,435 4,064 379 69 84,947

Provision for ECL as at 30 September 2019 (76) (164) (53) (28) (321)

Total net carrying amount as at 30 September 2019 80,359 3,900 326 41 84,626

Impact of COVID-19 on the provision for ECL for the six months ended 31 March 2020

COVID-19 has had a significant impact on global and domestic economies and, as such, many of the NZ Banking Group’s customers. The current

and prospective rapid deterioration in the economy due to COVID-19 has resulted in a material increase in the provision for ECL.

The following table attributes the other charges/(credits) to the income statement of the movements in components of loss allowances for the

period.

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 17

Note 6 Provisions for expected credit losses (continued)

NZ BANKING GROUP

31 Mar 20

$ millionsUnaudited

Modelled provision for ECL using updated economic inputs / weightings 97

COVID-19 overlay 49

Impact of COVID-19 on the provision for ECL as at 31 March 2020 146

Other net movements 104

Total other charges/(credits) to the income statement for the six months ended 31 March 2020 250

Details of these changes, which are based on reasonable and supportable information up to the date of this disclosure statement are provided

below.

Modelled provision for ECL

The modelled provision for ECL is a probability weighted estimate based on three scenarios which together are representative of the NZ Banking

Group’s view of the forward-looking distribution of potential loss outcomes. The increase in provisions as a result of changes in modelled ECL are

reflected through the “Other charges/(credits) to the income statement” line in the “Movements in components of loss allowances” table. Of the

$250 million total other charges/(credits) to the income statement, $97 million relates to updates made to the modelling inputs to address the

COVID-19 impacts on the NZ Banking Group’s customers. “Other net movements” includes changes in modelling inputs and portfolio changes not

related to COVID-19 including migration from stage 2 (performing) to stage 3 (non-performing).

The base case scenario uses current NZ Banking Group economic forecasts and reflects the latest available macroeconomic view which shows a

deterioration in the short-term, with a subsequent recovery. This view considers both the economic and societal impacts of COVID-19 as well as

the government stimulus measures implemented to cushion the impacts. The NZ Banking Group’s economic forecast assumes the following:

 a short-term contraction with annual GDP growth to decline to -13.7% in June 2020 quarter, improving to a contraction of -3.5% in the December

2020 quarter, and a recovery to positive growth over 2021 (all figures based on growth over the same quarter of the previous year);

 a decline of 5% in residential property prices in the year to December 2020, with a further fall of 6% by the end of the March quarter in 2021.

Prices are expected to be rising again later in 2021.

The downside scenario is a more severe scenario with ECL higher than those under the current base case scenario. The more severe loss outcome

for the downside is generated under a recession scenario in which the combination of negative GDP growth, declines in residential property prices

and an increase in the unemployment rate simultaneously impact ECL across all portfolios from the reporting date.

The upside scenario represents a modest improvement to the base case.

The following sensitivity table shows the reported provision for ECL based on the probability weighted scenarios and what the provisions for ECL

would be assuming a 100% weighting is applied to the base case scenario and to the downside scenario (with all other assumptions, including

customer risk grades, held constant).

NZ BANKING GROUP

31 Mar 20

$ millionsUnaudited

Reported probability-weighted ECL 552

100% base case ECL 424

100% downside ECL 748

The following table indicates the weightings applied by the NZ Banking Group as at 31 March 2020 and 30 September 2019.

31 Mar 2030 Sep 19

Macroeconomic scenario weightings (%)UnauditedAudited

Upside510

Base5562.5

Downside4027.5

The increase in weighting to the downside scenario since 30 September 2019 reflects the significant risk regarding the economic assumptions

used in the base case. In particular, the current base case economic forecast indicates a relatively short and sharp economic impact followed by a

subsequent recovery. There is a risk that the economic impacts of COVID-19 could be deeper or more prolonged, leading to higher credit losses

than those modelled under the base case.

Notes to the financial statements
18 Westpac Banking Corporation - New Zealand Banking Group

Note 6 Provisions for expected credit losses (continued)

The COVID-19 pandemic is leading to material structural shifts in the behaviour of the economy and customers, and unprecedented actions by

banks, governments and regulators in response. ECL models are expected to be subject to a higher than usual level of uncertainty during this

period. In this environment, there is a heightened need for the application of judgement in order to reflect these evolving relationships and risks.

COVID-19 overlay

While the impacts on the broad economy are included in the assumptions used in the economic scenarios and the weightings applied to these

scenarios, these general economy wide impacts will not reflect the specific impact on individual customers. As the full impacts of the COVID-19

pandemic were yet to be felt at the balance date, the NZ Banking Group is yet to see the anticipated increase in delinquencies, downgrades and

defaults. As these expected future downgrades are not currently captured in the modelled outcome, the NZ Banking Group has specifically

considered the likely industry specific and retail customer impacts and raised a $49 million overlay in addition to the modelled provision.

The COVID-19 overlay reflects that the ECL model does not yet fully capture loans and credit commitments for which there has been a SICR as a

result of COVID-19, as we have not yet observed any significant impact to customer credit ratings. We expect that the treatment of these loans

and credit commitments will evolve as the situation unfolds and more data is available to model or understand the credit risk/loss implications

from the COVID-19 pandemic and the mitigating impact of government stimulus packages. Over time we expect the overlay to reduce as the

impact will be better reflected in the modelled outcome.

We note that while deferral of payments by customers in hardship arrangements is generally treated as an indication of a SICR, the deferral of

payments under the current COVID-19 support packages for mortgages and business loans has not, in isolation, been treated as an indication of

SICR. These packages are available to customers who have had income losses as a result of COVID-19, who otherwise had up to date payment

status prior to the onset of COVID-19, and have been designed to provide short-term cash flow support while the most significant COVID-19

restrictions are in place. As these are expected to be short-term in nature, there is an expectation that most customers making use of the

arrangements will subsequently return to normal trading or employment arrangements. Accordingly, at this stage, we do not consider that

customers making use of the packages have necessarily experienced a SICR as this assessment is based on changes in lifetime probability of

default. This is consistent with the ‘IFRS 9 and COVID-19’ guidance issued by the IASB on 27 March 2020.

We will reassess this treatment as the situation evolves and the longer-term impacts of the COVID-19 pandemic become clearer. Beyond the

specific COVID-19 support packages, it is likely that some customers will move into general hardship arrangements and will thus be treated as

having experienced a SICR.

As an alternative to treating all customers who are making use of the COVID-19 support packages as having experienced a SICR, we have

considered the likely impacts at a portfolio level and raised a provision for lifetime ECL for our business and retail segments where a SICR has likely

occurred as described below.

Business lending (including institutional)

Industry segments have been rated as high, medium or low risk based on judgement as to the likely economic impact of COVID-19 on that

industry. We have assessed that the most severely impacted customers are those in industries impacted by social distancing, travel, supply chain

disruption and industries adjacent to these. The high impacted industries include transport, manufacturing, retail trade, entertainment and

hospitality, travel, tourism, food and beverage. The most significant second order impacts are on commercial real estate and construction.

In determining which exposures in high and medium rated industries should be included in determining the ECL overlay, we have considered

factors such as whether exposures are investment or non-investment risk grade, potential to raise capital or attract additional funding and

capacity to take other measures to support their businesses. We considered the increase in provisions that would arise if we were to increase the

modelled provisions for these customers to the expected lifetime ECL (stage 2) in significantly stressed macroeconomic conditions using current

customer risk grades. For the medium rated industries, a similar comparison was performed to consider the increase in a 12-month ECL (stage 1)

in moderately stressed macroeconomic conditions. We then applied judgement to estimate the necessary increase in provisions.

Based on this judgement, we have identified $9 billion of high rated business portfolio loans and credit commitments on which a lifetime ECL

overlay has been determined. This has resulted in a $7 million overlay for high rated industries which is included in stage 2 provisions. A $16 million

overlay for medium rated industries is included in stage 1 and stage 2 provisions.

The judgements and assumptions used in estimating the overlays will be reviewed and refined as the COVID-19 pandemic evolves. We expect the

overlay to be reduced as we observe customer risk grade migration through the portfolio.

Retail lending

The forecast structural increase in long-term unemployment rates is expected to result in longer term increases in stage 2 balances and losses. A

portfolio level increase in the stage 2 population of 2.5% for New Zealand retail (representing the expected medium-term increase in

unemployment) is used to derive this overlay. This approach assumes that the NZ Banking Group’s customer base is representative of the wider

community. It reflects that, whilst individual customer impacts are not yet evident in customer credit performance, there has been a SICR for a

proportion of the portfolio.

We have identified $1.5 billion of retail exposures on which a lifetime ECL overlay has been determined. This has resulted in a $26 million overlay

which is included in stage 2 provisions.

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 19

Note 7 Deposits and other borrowings-2 04-18

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millionsUnauditedAudited

Certificates of deposit 3,543 1,142

Non-interest bearing, repayable at call 9,778 6,871

Other interest bearing:

At call 26,505 24,053

Term 32,768 33,540

Total deposits and other borrowings 72,594 65,606

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

products. Refer to Note 10 for further details.

Note 8 Debt issues

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millionsUnauditedAudited

Short-term debt

Commercial paper 3,052 2,312

Total short-term debt 3,052 2,312

Long-term debt

Non-domestic medium-term notes 7,558 7,343

Covered bonds 5,490 5,263

Domestic medium-term notes 3,426 2,928

Total long-term debt 16,474 15,534

Total debt issues 19,526 17,846

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

Note 10 for further details.

Note 9 Related entities

Controlled entities of the NZ Banking Group are set out in Note 22 to the financial statements included in the Disclosure Statement for the year ended 30

September 2019.

The NZ Banking Group entered into loan agreements with several entities within the Overseas Banking Group which amounted to $4,304 million as

at 31 March 2020 (30 September 2019: $1,351 million).

On 26 March 2020, $315 million of dividends were declared and paid by the following entity:

Westpac New Zealand Group Limited declared and paid a dividend of $315 million to Westpac Overseas Holdings No. 2 Pty Limited.

On 20 March 2020, $31 million of dividends were declared and paid by the following entities:

Westpac Group Investment-NZ-Limited declared and paid a dividend of $2 million pro-rata to the shareholders, Westpac Overseas Holdings Pty

Limited and Westpac Custodian Nominees Pty Limited;

BT Financial Group (NZ) Limited declared and paid a dividend of $23 million to Westpac Equity Holdings Pty Limited; and

Westpac Financial Services Group-NZ- Limited declared and paid a dividend of $6 million to Westpac Equity Holdings Pty Limited.

Notes to the financial statements
20 Westpac Banking Corporation - New Zealand Banking Group

Note 10 Fair values 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 as follows.

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 incorporate 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 as follows.

Financial instruments measured at fair value

Level 1 instruments

The fair value of financial instruments traded in active markets is 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 judgement.

InstrumentBalance sheet categoryIncludes:Valuation technique

Exchange traded

products

Derivative financial

instruments

Due from related

entities

Due to related entities

Exchange traded

interest rate futures -

derivative financial

instruments

Foreign exchange

products

Derivative financial

instruments

FX spot contracts

Non-asset

backed debt

instruments

Trading securities and

financial assets

measured at FVIS

Investment securities

Other financial liabilities

New Zealand

Government bonds

These instruments are traded in liquid, active markets where

prices are readily observable. No modelling or assumptions are

used in the valuation.

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 21

Note 10 Fair values of financial assets and financial liabilities (continued)

Level 2 instruments

The fair value for financial instruments that are not actively traded is 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.

InstrumentBalance sheet categoryIncludes:Valuation technique

Interest rate

products

Derivative financial instruments

Due from related entities

Due to related entities

Interest rate swaps,

forwards 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. If consensus prices are not available, these are

classified as Level 3 instruments.

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 measured at FVIS

Investment 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 measured at FVIS

Investment securities

Other financial liabilities

Local authority and NZ

public securities, other

bank issued certificates of

deposit, commercial

paper, other government

securities, off-shore

securities and corporate

bonds

Repurchase agreements

and reverse repurchase

agreements over non-

asset backed debt

securities

Valued using observable market prices which are sourced from

independent pricing services, broker quotes or inter-dealer prices.

Deposits and

other borrowings

at fair value

Deposits and other borrowingsCertificates 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 applicable credit rating of the NZ

Banking Group.

Life insurance

assets

Life insurance assets

Local authority securities,

investment grade

corporate bonds, life

insurance contract

liabilities and units in

unlisted unit trusts

Valued using observable market prices or other widely used and

accepted valuation techniques utilising observable market

inputs.

Notes to the financial statements
22 Westpac Banking Corporation - New Zealand Banking Group

Note 10 Fair values of financial assets and financial liabilities (continued)

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 judgement.

InstrumentBalance sheet categoryIncludes:Valuation technique

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 measured at fair value to the fair value hierarchy:

NZ BANKING GROUP

31 Mar 2030 Sep 19

UnauditedAudited

$ millions

Level 1Level 2Level 3

1

TotalLevel 1Level 2Level 3

1

Total

Financial assets measured at fair value on a recurring basis

Trading securities and financial assets measured at FVIS 193 6,394 - 6,587 29 4,842 - 4,871

Derivative financial instruments 2 8,803 1 8,806 - 6,256 1 6,257

Investment securities 1,102 2,676 - 3,778 1,049 3,420 - 4,469

Life insurance assets - 350 - 350 - 335 - 335

Due from related entities 5 1,942 - 1,947 - 985 - 985

Total financial assets measured at fair value 1,302 20,165 1 21,468 1,078 15,838 1 16,917

Financial liabilities measured at fair value on a recurring basis

Deposits and other borrowings at fair value - 3,543 - 3,543 - 1,142 - 1,142

Other financial liabilities 122 345 - 467 180 27 - 207

Derivative financial instruments 1 7,659 17 7,677 - 5,807 18 5,825

Due to related entities 3 2,150 - 2,153 - 1,334 - 1,334

Debt issues at fair value - 3,052 - 3,052 - 2,312 - 2,312

Total financial liabilities measured at fair value 126 16,749 17 16,892 180 10,622 18 10,820

1

Balances within this category of the fair value hierarchy are not considered material to the total derivative financial instruments balances.

There were no material changes in fair values 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 2020

(30 September 2019: 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 (30 September 2019: no material transfers between

levels).

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 23

Note 10 Fair values of financial assets and financial liabilities (continued)

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 2030 Sep 19

UnauditedAudited

CarryingCarrying

$ millions

AmountFair ValueAmountFair Value

Financial assets not measured at fair value

Cash and balances with central banks 5,210 5,210 2,002 2,002

Collateral paid 363 363 417 417

Loans 87,425 87,748 84,626 84,880

Other financial assets 394 394 400 400

Due from related entities 4,316 4,316 1,382 1,382

Total financial assets not measured at fair value 97,708 98,031 88,827 89,081

Financial liabilities not measured at fair value

Collateral received 1,331 1,331 623 623

Deposits and other borrowings 69,051 69,121 64,464 64,537

Other financial liabilities 2,607 2,607 1,541 1,541

Due to related entities 1,478 1,481 1,558 1,565

Debt issues

1

16,474 16,229 15,534 15,701

Loan capital

1

3,356 2,848 3,185 3,112

Total financial liabilities not measured at fair value 94,297 93,617 86,905 87,079

1

The estimated fair value of debt issues and loan capital includes the impact of changes in the NZ Banking Group's credit spreads since origination.

A detailed description of how fair value is derived for financial instruments not measured at fair value is disclosed in Note 24 of the financial statements

included in the Disclosure Statement for the year ended 30 September 2019.5967-2 04-18

Notes to the financial statements
24 Westpac Banking Corporation - New Zealand Banking Group

Note 11 Credit related commitments, contingent assets and contingent liabilities

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millions

UnauditedAudited

Letters of credit and guarantees 931 964

Commitments to extend credit 26,601 25,881

Total undrawn credit commitments 27,532 26,845

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.

Compliance, regulation and remediation

The NZ Banking Group is subject to continued regulatory action and internal reviews relating to matters pertaining to the provision of services to our

customers. Contingent liabilities may exist in respect of actual or potential claims, compensation payments and/or refunds identified as part of

these reviews. An assessment of the NZ Banking Group’s likely loss has been made on a case-by-case basis for the purpose of the financial

statements but cannot always be reliably estimated.

Note 12 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.

Segment comparative information for the six months ended 31 March 2019 has been restated to ensure consistent presentation with the current

reporting period. This includes adjustments for changes in the segmentation classification for small business customers and changes to expense

allocations and the Overseas Bank’s capital allocation framework.

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.

Notes to the financial statements
Westpac Banking Corporation - New Zealand Banking Group 25

Note 12 Segment reporting (continued)

NZ BANKING GROUP

ConsumerCommercial,Investments

Banking andCorporate andandReconciling

$ millionsWealth InstitutionalInsuranceItemsTotal

Six months ended 31 March 2020 (Unaudited)

Net interest income506474-(2)

978

Non-interest income65

815552253

Net operating income before operating expenses and

impairment charges

57155555501,231

Operating expenses(394)(139)(18)-

(551)

Impairment (charges)/benefits(101)(109)--

(210)

Profit before income tax763073750470

Six months ended 31 March 2019 (Unaudited) (restated)

Net interest income528466-17

1,011

Non-interest income

821106311266

Net operating income before operating expenses and

impairment charges

61057663281,277

Operating expenses(351)(127)(13)(3)

(494)

Impairment (charges)/benefits(20)5-1

(14)

Profit before income tax2394545026769

As at 31 March 2020 (Unaudited)

Total gross loans47,31540,436-18087,931

Total deposits and other borrowings36,45332,598-3,54372,594

As at 30 September 2019 (Audited) (restated)

Total gross loans45,73039,079-13884,947

Total deposits and other borrowings35,12529,340-1,14165,606

Note 13 Subsequent events

On 2 April 2020, a decision was made by the Reserve Bank of New Zealand (‘Reserve Bank’) to freeze the distribution of dividends on ordinary

shares by all locally incorporated banks in New Zealand (including Westpac New Zealand) during the period of economic uncertainty caused by

COVID-19.

Registered bank disclosures
Unaudited

Unaudited

26 Westpac Banking Corporation - New Zealand Banking Group

This section contains the additional disclosures required by the Registered Bank Disclosure Statements (Overseas Incorporated Registered Banks)

Order 2014 (as amended).

i. General information

Limits on material financial support by the Overseas 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 2020, 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.

Guarantee arrangements

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

Officer, NZ Branch signed this Disclosure Statement.

Directors

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

John McFarlane, MBA, MA – Chairman

Peter King, BEc, FCA –Managing Director & Chief Executive Officer

Nerida Caesar, BCom, MBA, GAICD

Alison Deans, BA, MBA, GAICD

Craig Dunn, BCom, FCA

Steven Harker BEc (Hons.), LLB

Peter Marriott, BEc (Hons.), FCA

Peter Nash, BCom, FCA, F Fin

Margaret Seale, BA, FAICD

Changes to Directorate

On 2 December 2019, Brian Hartzer stepped down as Managing Director and Chief Executive Officer (CEO) of the Overseas Bank with Chief Financial

Officer (CFO), Peter King, taking over as acting CEO and Chief Operating Officer, Gary Thursby, appointed as acting CFO.

On 12 December 2019, Director of the Overseas Bank, Ewen Crouch, did not seek re-election at the Overseas Bank’s Annual General Meeting.

On 23 January 2020, the Overseas Bank announced the appointment of John McFarlane to the Westpac Board as Non-Executive Director and

Chairman-Elect, succeeding Lindsay Maxsted. Mr McFarlane commenced his role as a Non-Executive Director on 17 February 2020.

On 5 March 2020, the Overseas Bank confirmed Mr. Maxsted would retire from the board effective 31 March 2020. Following Mr. Maxsted’s retirement,

Mr. McFarlane became Chairman of the Overseas Bank’s Board and the Board Nominations Committee effective 1 April 2020. The Overseas Bank also

announced on 5 March 2020 that Yuen Mei Anita Fung would retire from the Westpac Board as a Non-Executive Director effective 31 March 2020.

On 2 April 2020, the Overseas Bank’s Chairman, John McFarlane, announced the appointment of Peter King as CEO with immediate effect.

Chief Executive Officer, NZ Branch

Simon James Power QSO, BA, LLB, AMP (Harvard), CMInstD, INFINZ (Fellow)

Registered bank disclosures
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Westpac Banking Corporation - New Zealand Banking Group 27

i. General information (continued)

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 Act.

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 the Directors and the Chief Executive Officer, NZ Branch signed this Disclosure Statement:

Rating AgencyCurrent Credit RatingRating Outlook

Fitch Ratings

Moody’s Investors Service

S&P Global Ratings

A+

Aa3

AA-

Negative

Stable

Negative

On 7th April 2020, following an assessment of the economic impact of the COVID-19 pandemic on the Australian and New Zealand economies, Fitch

Ratings (Fitch) have downgraded their long-term ratings for the major Australian banks (including the Overseas Bank) by one notch, to A+ (from

AA-). Fitch has maintained the rating outlook for the major Australian banks as “negative”, reflecting the major downside risk to Fitch’s economic

outlook in light of the evolving global situation.

On 8th April 2020, S&P Global Ratings affirmed Australia’s AAA/A-1+ ratings but revised the outlook on these ratings to “negative”. As a result of the

change in Australia’s sovereign rating outlook, S&P Global Ratings affirmed the Overseas Bank’s current issuer credit rating of AA- long term and A-

1+ short term but the outlook has been revised to “negative”.

Other material matters

Financial Services Conduct and Culture Review

Following the developments and findings of the Financial Services Conduct and Culture Review and the Australian Royal Commission, the Financial

Markets (Conduct of Institutions) Amendment Bill was introduced to Parliament on 11 December 2019. The Bill introduces a conduct licensing regime

for banks, insurers and non-bank deposit takers and their intermediaries in respect of their conduct in relation to retail customers. The regime will

require licensed institutions to comply with a fair conduct principle to treat consumers fairly, and establish, implement and maintain an effective fair

conduct programme. It will also require institutions to comply with regulations that regulate incentives (including a prohibition on volume and value

sales targets). The Bill is currently before the Select Committee.

In addition to those matters identified above, the NZ Banking Group remains subject to continued regulatory engagement in the nature of ongoing

investigations and reviews which may result in further regulatory change or requirements for customer remediation. The NZ Banking Group

continues to identify and remediate conduct issues and risks as they arise.

Reserve Bank Capital Review

On 5 December 2019, the Reserve Bank announced changes to the capital adequacy framework in New Zealand. The new framework includes the

following key components:

Setting a Tier 1 capital requirement of 16% of risk-weighted assets (‘RWA’) for systemically important banks (including Westpac New Zealand)

and 14% for all other banks;

Additional Tier 1 capital (‘AT1’) can comprise no more than 2.5% of the 16% Tier 1 capital requirement;

Eligible Tier 1 capital will comprise common equity and redeemable perpetual preference shares. Existing AT1 instruments will be phased out

over a seven year period;

Maintaining the existing Tier 2 capital requirement of 2% of RWA; and

Recalibrating RWA for internal rating based banks, such as Westpac New Zealand, such that aggregate RWA will increase to 90% of

standardised RWA.

Registered bank disclosures
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28 Westpac Banking Corporation - New Zealand Banking Group

i. General information (continued)

Westpac New Zealand is already strongly capitalised with a Tier 1 capital ratio of 14.1% at 31 March 2020 based on the current Reserve Bank rules. On

a pro forma basis, (including the new RWA and capital requirements) at 31 March 2020 and assuming a Tier 1 capital ratio of 16-17%, Westpac New

Zealand would require a further NZ$2.1-$2.7 billion of Tier 1 capital to meet the new requirements that are fully effective in 2028.

In response to the impacts of COVID-19, and to support credit availability, the Reserve Bank has delayed the start date of the new capital regime by

12 months to 1 July 2021 and the Reserve Bank will consider further delays in 2021 if it considers that market conditions warrant it. Banks will be given

up to seven years to comply.

AUSTRAC proceedings issued against the Overseas Bank

On 20 November 2019 the Overseas Bank received a statement of claim from AUSTRAC (the Australian money-laundering regulator) commencing

civil proceedings in relation to alleged contraventions of the Overseas Bank’s obligations under Australia’s Anti-Money Laundering and Counter-

Terrorism Financing Act 2006 (Cth). The proceedings relate to the alleged failure to report a large number of international fund transfer instructions

(‘IFTIs’), alleged failings in relation to record keeping and the passing on of certain data required in IFTIs, failure to comply with correspondent

banking obligations, AML/CTF Program failures and contraventions of the Overseas Bank’s ongoing customer due diligence obligations. The matter

is now before the Federal Court of Australia.

APRA and the Australian Securities and Investments Commission (‘ASIC’) have also separately commenced investigations into matters related to the

AUSTRAC allegations, including possible breaches of the Banking Act 1959 (Cth) and APRA prudential standards by the Overseas Bank.

The Overseas Bank has also been served with a shareholder class action in Australia relating to market disclosure issues connected to the Overseas

Bank’s monitoring of financial crime over the relevant period and matters which are the subject of the recent AUSTRAC proceedings. The claim is

brought on behalf of certain shareholders who acquired an interest in the Overseas Bank’s securities between 16 December 2013 and 19 November

2019.

On 31 January 2020, a US class action was filed against the Overseas Bank and its current and former CEO by Rosen Law Firm on behalf of

purchasers of the Overseas Bank’s securities between 11 November 2015 and 19 November 2019.

The two respective class actions largely overlap in terms of subject matter and claims do not identify the amount of any damages sought, however,

given the time period in question in each of the relevant proceedings, and the nature of the claims it is likely that the damages sought from the

applicants in those proceedings will be significant. The Overseas Bank is defending these class actions.

Business Finance Guarantee Scheme

On 13 April 2020 Westpac New Zealand entered into a deed of indemnity with the New Zealand Government to implement the New Zealand

Government’s business finance guarantee scheme (‘Scheme’). The terms of the Scheme are as follows:

The Scheme permits banks to lend up to $500,000 to qualifying borrowers for a maximum of three years. Various conditions apply including a

requirement for transparent interest rates and application of credit underwriting standards as modified to allow Westpac New Zealand to give

effect to the Scheme.

Subject to compliance with the terms of the deed of indemnity, the New Zealand Government will pay 80% of any loss incurred by Westpac

New Zealand on a loan it makes under the Scheme, after Westpac New Zealand has exhausted its recoveries procedures, with the other 20%

carried by Westpac New Zealand.

Freeze on NZ Bank Dividends

On 2 April 2020, a decision was made by the Reserve Bank to freeze the distribution of dividends on ordinary shares by all locally incorporated banks

in New Zealand (including Westpac New Zealand) during the period of economic uncertainty caused by COVID-19.

Reserve Bank steps to support liquidity and customer lending

On 16 March 2020 the Reserve Bank announced that it would provide term funding through a Term Auction Facility (‘TAF’) to give banks (including

Westpac New Zealand) the ability to access term funding, with collateralised loans out to a term of twelve months, in order to alleviate pressures in

funding markets as a result of COVID-19. From 26 May 2020, for a period of six months, the Reserve Bank will make available a Term Lending Facility

(‘TLF’), to offer loans for a fixed term of three years at the rate of the Official Cash Rate, with access to the funds linked to banks’ lending under the

Scheme. On 2 April 2020, the Reserve Bank reduced the core funding ratio for banks (including Westpac New Zealand) from 75% to 50%.

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 2019

and for the six months ended 31 March 2020, respectively, and can be accessed at the internet address www.westpac.com.au.

Registered bank disclosures
Unaudited

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Westpac Banking Corporation - New Zealand Banking Group 29

ii. Additional financial disclosures

Additional information on balance sheet

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millions

Unaudited Audited

Interest earning and discount bearing assets 107,642 97,740

Interest and discount bearing liabilities 90,978 83,028

Total amounts due from related entities 6,263 2,367

Total amounts due to related entities 4,698 4,013

Total liabilities of the NZ Branch, net of amounts due to related entities 12,367 9,098

Total retail deposits of the NZ Branch - -

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 5, the carrying value of these financial assets pledged as collateral is:

NZ BANKING GROUP

31 Mar 2030 Sep 19

$ millions

UnauditedAudited

Cash 363 417

Securities pledged under repurchase agreements:

Trading securities and financial assets measured at FVIS

126 19

Residential mortgage-backed securities

1

238 -

Total amount pledged to secure liabilities (excluding CB Programme) 727 436

1

During the six months ended 31 March 2020, the NZ Banking Group has undertaken repurchase agreements with the Reserve Bank using residential mortgage backed

securities. The repurchase cash amount at 31 March 2020 is $200 million with underlying securities to the value of $238 million provided under the arrangement.

Registered bank disclosures
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30 Westpac Banking Corporation - New Zealand Banking Group

ii. Additional financial disclosures (continued)

Additional information on concentrations of credit risk

NZ BANKING GROUP

$ millions31 Mar 20

On-balance sheet credit exposures consists of

Cash and balances with central banks 5,210

Collateral paid 363

Trading securities and financial assets measured at FVIS 6,587

Derivative financial instruments 8,806

Investment securities 3,778

Loans 87,425

Other financial assets 394

Due from related entities 6,263

Total on-balance sheet credit exposures 118,826

Analysis of on-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants 508

Agriculture 8,970

Construction 584

Finance and insurance 15,383

Forestry and fishing 437

Government, administration and defence 11,303

Manufacturing 2,390

Mining 290

Property 8,101

Property services and business services 1,391

Services 2,234

Trade 2,457

Transport and storage 1,465

Utilities 2,315

Retail lending 55,162

Other 8

Subtotal 112,998

Provisions for ECL (506)

Due from related entities 6,263

Other financial assets 71

Total on-balance sheet credit exposures 118,826

Off-balance sheet credit exposures consists of

Credit risk-related instruments 27,532

Total off-balance sheet credit exposures 27,532

Analysis of off-balance sheet credit exposures by industry sector

Accommodation, cafes and restaurants 149

Agriculture 804

Construction 504

Finance and insurance 1,693

Forestry and fishing 346

Government, administration and defence 872

Manufacturing 1,740

Mining 56

Property 1,972

Property services and business services 705

Services 665

Trade 1,782

Transport and storage 947

Utilities 1,603

Retail lending 13,694

Total off-balance sheet credit exposures 27,532

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

Registered bank disclosures
Unaudited

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Westpac Banking Corporation - New Zealand Banking Group 31

ii. Additional financial disclosures (continued)

Additional information on concentrations of funding

NZ BANKING GROUP

$ millions31 Mar 20

Funding consists of

Collateral received 1,331

Deposits and other borrowings 72,594

Other financial liabilities

1

2,625

Due to related entities

2

1,466

Debt issues

3

19,526

Loan capital 3,356

Total funding 100,898

Analysis of funding by geographical area

3

New Zealand 72,820

Australia 3,866

United Kingdom 9,202

United States of America 6,565

Other 8,445

Total funding 100,898

Analysis of funding by industry sector

Accommodation, cafes and restaurants 522

Agriculture 1,550

Construction 2,147

Finance and insurance 44,025

Forestry and fishing 217

Government, administration and defence 2,553

Manufacturing 2,226

Mining 70

Property services and business services 5,976

Services 4,393

Trade 1,771

Transport and storage 668

Utilities 697

Households 28,275

Other

4

4,342

Subtotal 99,432

Due to related entities

2

1,466

Total funding 100,898

1

Other financial liabilities, as presented above, are in respect of securities sold under agreements to repurchase, securities sold short and interbank placements.

2

Amounts due to related entities, as presented above, are in respect of deposits and borrowings and exclude amounts which relate to derivative financial

instruments and other liabilities.

3

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.

4

Includes deposits from non-residents.

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

Registered bank disclosures
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32 Westpac Banking Corporation - New Zealand Banking Group

ii. Additional financial disclosures (continued)

Additional information on interest rate sensitivity

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

31 March 2020. The NZ Banking Group uses this contractual repricing information as a base, which is then altered to take account of customer behaviour,

to manage its interest rate risk.

NZ BANKING GROUP

31 Mar 20

Non-

Overinterest

$ 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

2 YearsBearingTotal

Financial assets

Cash and balances with central banks4,746----4645,210

Collateral paid363-----363

Trading securities and financial assets

measured at FVIS4,94169433167554-6,587

Derivative financial instruments-----8,8068,806

Investment securities1,180331806891,696-3,778

Loans45,5496,84714,75415,8364,797(358)87,425

Other financial assets80----314394

Life insurance assets-----350350

Due from related entities4,304--1-1,9586,263

Total financial assets61,1637,57415,26516,5937,04711,534119,176

Non-financial assets1,349

Total assets120,525

Financial liabilities

Collateral received1,331-----1,331

Deposits and other borrowings45,62310,2455,0651,2776069,77872,594

Other financial liabilities2,326200---5483,074

Derivative financial instruments-----7,6777,677

Due to related entities 1,423----2,2083,631

Debt issues7,7211,9055152,0617,324-19,526

Loan capital1,067---2,289-3,356

Total financial liabilities59,49112,3505,5803,33810,21920,211111,189

Non-financial liabilities645

Total liabilities111,834

On-balance sheet interest rate repricing

gap

1,672(4,776)9,68513,255(3,172)

Net derivative notional principals

Net interest rate contracts (notional):

Receivable/(payable)12,600(4,675)(13,955)(819)6,849

Net interest rate repricing gap14,272(9,451)(4,270)12,4363,677

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Westpac Banking Corporation - New Zealand Banking Group 33

ii. Additional financial disclosures (continued)

Additional information on liquidity risk

Contractual maturity of financial liabilities

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 financial instruments 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” which are measured at FVIS 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 liabilities that the NZ Banking Group manages based on their contractual maturity are presented on a contractual undiscounted basis in the

table below.

NZ BANKING GROUP

31 Mar 20

OnUp to

$ millionsDemand1 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

Collateral received-1,331----1,331

Deposits and other borrowings32,9889,42813,08915,5961,975-73,076

Other financial liabilities2,28718971250--2,797

Derivative financial instruments:

Held for trading7,098-----7,098

Held for hedging purposes (net settled)-30752122252544

Held for hedging purposes (gross settled):

Cash outflow-4-560--564

Cash inflow---(525)--(525)

Due to related entities:

Non-derivative balances1,184-2297--1,483

Derivative financial instruments:

Held for trading 2,123-----2,123

Held for hedging purposes (gross settled):

Cash outflow--2327--329

Cash inflow--(2)(297)--(299)

Debt issues-4031,2705,17812,81540620,072

Loan capital--9261363,1773,348

Total undiscounted financial liabilities45,68011,38514,51621,62415,1513,585111,941

Total contingent liabilities and commitments

Letters of credit and guarantees931-----931

Commitments to extend credit26,601-----26,601

Total undiscounted contingent liabilities and

commitments

27,532-----27,532

Registered bank disclosures
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34 Westpac Banking Corporation - New Zealand Banking Group

ii. Additional financial disclosures (continued)

Liquid assets

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 20

Cash and balances with central banks 5,210

Interbank lending 104

Supranational securities 1,198

NZ Government securities 3,758

NZ public securities 2,526

NZ corporate securities 2,123

Residential mortgage-backed securities 7,531

Total liquid assets 22,450

Overseas Banking Group profitability and size

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 2020.

Profitability31 Mar 20

Net profit after tax for the six months ended 31 March 2020 (A$ millions)

1

1,191

Net profit after tax for the 12 month period to 31 March 2020 as a percentage of average total assets 0.5%

Total assets and equity31 Mar 20

Total assets (A$ millions)967,662

Percentage change in total assets over the 12 months ended 31 March 2020

8.6%

Total equity (A$ millions)67,646

1

Net profit after tax represents the amount before deductions for net profit attributable to non-controlling interests.

Reconciliation of 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

$ millions31 Mar 20

Residential mortgages - total gross loans (as disclosed in Note 5) 53,411

Reconciling items:

Unamortised deferred fees and expenses (193)

Fair value hedge adjustments (180)

Value of undrawn commitments and other off-balance sheet amounts relating to residential mortgages 10,550

Undrawn at default

1

(2,681)

Residential mortgages by LVR (as disclosed in Additional mortgage information in Section iv.)

60,907

1

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

Registered bank disclosures
Unaudited

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Westpac Banking Corporation - New Zealand Banking Group 35

iii. Asset quality

Past due assets

NZ BANKING

GROUP

$ millions31 Mar 20

Past due but not individually impaired assets

Less than 30 days past due1,458

At least 30 days but less than 60 days past due212

At least 60 days but less than 90 days past due107

At least 90 days past due195

Total past due but not individually impaired assets1,972

Movements in components of loss allowance and impacts of changes in gross financial assets on loss allowances

Refer to Note 6 for the movements in components of loss allowance and impacts of changes in gross financial assets on loss allowances.

Other asset quality information

NZ BANKING

GROUP

Undrawn commitments with individually impaired counterparties 7

Other assets under administration

-

Overseas Banking Group asset quality

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 2020.

31 Mar 20

Total individually impaired assets

1, 2

(A$ millions)2,154

Total individually impaired assets expressed as a percentage of total assets 0.2%

Total individually assessed provision for ECL

3

(A$ millions)1,079

Total individually assessed provision for ECL expressed as a percentage of total individually impaired assets50.1%

Total collectively assessed provision for ECL

3

(A$ millions)

5,182

1

Total individually impaired assets are before provision for ECL and net of interest held in suspense. Total individually impaired assets includes A$1,304 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 provision for ECL and total collective provision for ECL both include A$473 million of provision for ECL that has been calculated collectively on groups

of assets which have been determined to be impaired, but which are not individually significant.

Registered bank disclosures
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36 Westpac Banking Corporation - New Zealand Banking Group

iv. Credit and market risk exposures and capital adequacy

Additional mortgage information

Residential mortgages by loan-to-value ratio (‘LVR’) as at 31 March 2020

LVRs are calculated as the current exposure divided by the NZ Banking Group’s valuation of the residential security at origination.

The NZ Banking Group utilises data from its loan system to obtain origination valuations. For loans originated prior to 1 January 2008, or those

originated outside of the loan system, the origination valuation is not recorded in the system and is therefore, due to system limitations, not available

for disclosure. For these loans, the NZ Banking Group utilises the earliest valuation recorded as the closest available alternative 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 20

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 exposures 22,820 12,769 13,474 2,752 1,223 53,038

Undrawn commitments and other off-balance

sheet exposures 5,604 1,180 776 101 208 7,869

Value of exposures 28,424 13,949 14,250 2,853 1,431 60,907

Market risk

Market risk notional capital charges

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 31 March 2020 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 2020:

NZ BANKING GROUP

31 Mar 20

$ millions

Implied risk-weighted exposureNotional capital charge

End-of-period

Interest rate risk

5,399 432

Foreign currency risk

18 1

Equity risk

- -

Peak end-of-day

Interest rate risk

6,345 508

Foreign currency risk

38 3

Equity risk

- -

Registered bank disclosures
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Westpac Banking Corporation - New Zealand Banking Group 37

iv. Credit and market risk exposures and capital adequacy (continued)

Overseas Bank and Overseas Banking Group capital adequacy

The table below represents the capital adequacy calculation for the Overseas Banking Group and Overseas Bank as at 31 March 2020 based on

APRA’s application of the Basel III capital adequacy framework.

%

31 Mar 2031 Mar 19

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

1, 2

Common Equity Tier 1 capital ratio 10.8 10.6

Additional Tier 1 capital ratio 2.1 2.2

Tier 1 capital ratio 12.9 12.8

Tier 2 capital ratio 3.4 1.8

Total regulatory capital ratio 16.3 14.6

Overseas Bank (Extended Licensed Entity)

1, 3

Common Equity Tier 1 capital ratio 11.1 10.7

Additional Tier 1 capital ratio 2.2 2.3

Tier 1 capital ratio 13.3 13.0

Tier 2 capital ratio 3.4 1.8

Total regulatory capital ratio 16.7 14.8

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 and the Overseas

Bank are required to maintain minimum ratios of capital to risk weighted assets, as determined by APRA. For the calculation of risk weighted assets,

the Overseas Banking Group and the Overseas Bank are accredited by APRA to apply advanced models permitted by the Basel III global capital

adequacy regime. The Overseas Banking Group and the Overseas Bank use 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 2020.

v. 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

$ millions31 Mar 20

Total assets of insurance business 224

As a percentage of total consolidated assets of the NZ Banking Group0.19%

vi. Risk management policies

During the period, the NZ Banking Group made changes to a number of policies within credit manuals to reflect the NZ Government’s COVID-19

relief schemes, including mortgage payment deferrals and the Business Finance Guarantee.

Conditions of registration
38 Westpac Banking Corporation - New Zealand Banking Group

Non-compliance with conditions of registration

On 19 March 2020, the Overseas Bank was not compliant with condition of registration 7, which requires that the liabilities of the NZ Branch, net of

amounts due to related parties, (NZ Liabilities) do not exceed $15bn. Due to significant exchange rate and interest rate fluctuations resulting

from the impact of the COVID-19 pandemic, liability under interest rate and cross currency swaps increased sharply, resulting in the NZ Liabilities

increasing to $16.025bn on 19 March 2020. The NZ Liabilities fell back below $15bn the following day. The Overseas Bank continues to closely

monitor its NZ Liabilities.

Westpac New Zealand conditions of registration

In February 2017 the Reserve Bank required 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’). In June 2019,

Westpac New Zealand presented the Reserve Bank with a submission providing an overview of its credit risk rating system and activities

undertaken to address compliance issues and enhance risk management practices.

On 30 October 2019, the Reserve Bank informed Westpac New Zealand that it had accepted the submission and measures undertaken by Westpac

New Zealand to achieve satisfactory compliance with BS2B, and that Westpac New Zealand would retain its accreditation to use internal models

for credit risk in the calculation of its regulatory capital requirements. With effect from 31 December 2019, the Reserve Bank removed the

requirement imposed on Westpac New Zealand since 31 December 2017 to maintain minimum regulatory capital ratios which were two

percentage points higher than the ratios applying to other locally incorporated banks.

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 particular, Westpac New Zealand has disclosed that when calculating LVRs for less than one

percent of its residential mortgages by loan value, Westpac New Zealand uses total committed exposure rather than exposure at default for

capital adequacy purposes and for less than 5% of accounts by number, it uses an updated valuation of the security value and not the origination

value. These limitations on Westpac New Zealand’s LVR calculations are reflected in the LVR values disclosed by the NZ Banking Group in Note iv.

of the Registered bank disclosures.

Westpac New Zealand has also disclosed non-compliance with its condition of registration 25 relating to the Reserve Bank’s BS11: Outsourcing

Policy in its disclosure statement for the six months ended 31 March 2020.

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

Changes to conditions of registration

The Reserve Bank amended the Overseas Bank’s conditions of registration with effect from 1 May 2020, to remove restrictions on the Overseas

Bank’s new residential mortgage lending at high loan-to-valuation (‘LVR’) ratios.

Westpac Banking Corporation - New Zealand Banking Group 39
Independent auditor’s review report

To the Directors of Westpac Banking Corporation

Report on the Disclosure Statement

We have reviewed pages 5 to 25 and pages 29 to 37 of the Disclosure Statement for the six months ended 31 March

2020 (the “Disclosure Statement”) of Westpac Banking Corporation, which includes the financial statements of

Westpac Banking Corporation – New Zealand Banking Group (“NZ Banking Group”) 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 NZ Banking

Group comprises the New Zealand operations of Westpac Banking Corporation.

The financial statements on pages 5 to 25 comprise the balance sheet as at 31 March 2020, 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.

The supplementary information is included within notes 3, 5 and 6 of the financial statements and notes ii to vi of

the registered bank disclosures.

Directors’ responsibility for the Disclosure Statement

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

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

statements prepared in accordance with Clause 26 of the Order and for such internal control as the Directors

determine is 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 fair

presentation of the 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:

 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);

 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

 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.

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

40 Westpac Banking Corporation - New Zealand Banking Group
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 audit related services relating to the issuance of comfort letters and agreed upon procedures

reports on debt issuance programmes. 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)the financial statements (excluding the supplementary information) have not been prepared, in all material

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

b)the supplementary information that is required to be disclosed under 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)the supplementary information relating to credit and market risk exposures and capital adequacy that is

required to be disclosed under 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:

Chartered AccountantsAuckland

25 May 2020

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