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Heartland announces full year NPAT of $72.0 million

Full Year Results17 September 2020HGHFinancials

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019




Results for announcement to the market

Name of issuer Heartland Group Holdings Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$235,346 13.2%

Total Revenue $235,346 13.2%

Net profit/(loss) from

continuing operations

$71,972 -2.2%

Total net profit/(loss) $71,972 -2.2%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.02500000

Imputed amount per Quoted

Equity Security

$0.00972222

Record Date 25/09/2020

Dividend Payment Date 09/10/2020

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.05 $1.04

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the audited financial statements that accompany

this announcement for a further explanation of these figures.

Authority for this announcement

Name of person


authorised

to make this announcement

Andrew Dixson, Chief Financial Officer

Contact person for this

announcement

Andrew Dixson, Chief Financial Officer

Contact phone number 09 927 9274

Contact email address Andrew.Dixson@heartland.co.nz

Date of release through MAP


17/09/2020


Audited financial statements accompany this announcement.

---

Financial Statements
FOR THE 12 MONTHS ENDED 30 JUNE 2020

CONTENTS
Financial Statements

General Information...........................................................................................................................................................................3

Auditor ..............................................................................................................................................................................................3

Other Material Matters..........................................................................................................................................................................3

Directors..........................................................................................................................................................................................................4

Directors' Statements..................................................................................................................................................................5

Consolidated Statement of Comprehensive Income..................................................................................................................................................6

Consolidated Statement of Changes in Equity....................................................................................................................................7

Consolidated Statement of Financial Position..........................................................................................................................................8

Consolidated Statement of Cash Flows................................................................................................................................................................9

Notes to the Financial Statements

1Financial statements preparation.......................................................................................................................................................11

Performance

2Segmental analysis.........................................................................................................................................................................................................................18

3Net interest income.........................................................................................................................................................................................................................19

4Net operating lease income.........................................................................................................................................................................................................................20

5Other income.........................................................................................................................................................................................................................20

6Operating expenses.........................................................................................................................................................................................................................21

7Compensation of auditor.........................................................................................................................................................................................................................21

8Impaired asset expense.........................................................................................................................................................................................................................22

9Taxation.........................................................................................................................................................................................................................24

10Earnings per share.........................................................................................................................................................................................................................26

Position

11Investments.........................................................................................................................................................................................................................27

12Derivative financial instruments.........................................................................................................................................................................................................................27

13Finance receivables.........................................................................................................................................................................................................................29

14Operating lease vehicles.........................................................................................................................................................................................................................34

15Borrowings.........................................................................................................................................................................................................................34

16Share capital and dividends.........................................................................................................................................................................................................................35

17Other reserves.........................................................................................................................................................................................................................36

18Other balance sheet items.........................................................................................................................................................................................................................36

19Related party transactions and balances.........................................................................................................................................................................................................................39

20Fair value.........................................................................................................................................................................................................................40

Risk Management

21Enterprise risk management program.........................................................................................................................................................................................................................46

22Credit risk exposure.........................................................................................................................................................................................................................49

23Liquidity risk.........................................................................................................................................................................................................................54

24Interest rate risk.........................................................................................................................................................................................................................56

Other Disclosures

25Significant subsidiaries.........................................................................................................................................................................................................................58

26Structured entities.........................................................................................................................................................................................................................58

27Staff share ownership arrangements.........................................................................................................................................................................................................................59

28Insurance business, securitisation, funds management, other fiduciary activities.........................................................................................................................................................................................................................61

29Concentrations of funding.........................................................................................................................................................................................................................61

30Contingent liabilities and commitments.........................................................................................................................................................................................................................62

31Events after the reporting date.........................................................................................................................................................................................................................62

Auditor's Report....................................................................................................................................................................................................63

Page

P. 2

GENERAL INFORMATION
The Group’s address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

HGH was incorporated in New Zealand under the Companies Act 1993 on 19 July 2018.

AUDITOR

OTHER MATERIAL MATTERS

These financial statements are issued by Heartland Group Holdings Limited (HGH) and its subsidiaries (the Group) for the year ended 30

June 2020.

Auckland

Name and address for service

Details of incorporation

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

There are no material matters relating to the business or affairs of the Group that are not contained elsewhere in these consolidated financial

statements which would, if disclosed in these consolidated financial statements, materially affect the decision of a person to subscribe for debt or

equity instruments of which the Group is the issuer.

P. 3

DIRECTORS
Name: Geoffrey Thomas Ricketts CNZMQualifications: LLB (Hons), LLD (honoris causa), CFInstD

Chairman - Board of DirectorsOccupation: Company Director

Type of Director: Independent Non-Executive Director

External Directorships:

Name: Ellen Frances ComerfordQualifications: BEc

Type of Director: Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Name: Sir Christopher Robert Mace KNZMQualifications: CMInstD

Type of Director: Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Name: Gregory Raymond TomlinsonQualifications: AME

Type of Director: Non-Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Name: Jeffrey Kenneth GreensladeQualifications: LLB

Type of Director: Non-Independent Executive DirectorOccupation: Chief Executive Officer of HGH

External Directorships:

Akitu Equities Limited, Akitu Capital Limited, Akitu Group Company No 1 Limited, Akitu Group Company No 2 Limited, Akitu Group Company No 3

Limited, Akitu Health Services Limited, Akitu Investments Limited, Akitu Investments No 2 Limited, Goldburn Resources Limited, Helicopter

Enterprises Limited, Janik Equities Limited, Janmac Capital Limited, J N S Capital Limited, Mace Capital Limited, Mace Construction Limited,

Mace Developments Limited, Mace Enterprises Limited, Mace Investments Limited, Maisemore Enterprises Limited, Nuffield Forestry Limited,

Oceania and Eastern Finance Limited, Oceania and Eastern Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern

Limited, Oceania and Eastern Securities Limited, O & E Group Services Limited, Paroa Bay Station Limited, PPT Trustee (NZ) Limited, Quartet

Equities Limited, Ryburn Lagoon Trust Limited, St. Just Enterprises Limited, Te Puia Tapapa GP Limited, The Aotearoa Circle.

Alta Cable Holdings Limited, Argenta Limited, Chippies Vineyard Limited, Forte Health Group Limited, Forte Health Limited, Impact Capital

Limited, Indevin Group Limited, Little Ngakuta Trust Company Limited, Mountbatten Trustee Limited, Nearco Stud Limited, Oceania Healthcare

Limited, Pelorus Finance Limited, St Leonards Limited, The Icehouse Limited, Tomlinson Group NZ Limited, Tomlinson Holdings Limited,

Tomlinson Group Investments Limited, Tomlinson Ventures Limited.

All Directors of HGH reside in New Zealand with the exception of Ellen Comerford who resides in Australia. Communications to the Directors can

be sent to Heartland Group Holdings Limited, 35 Teed Street, Newmarket, Auckland. At the time of the signing of these consolidated financial

statements the Directors of HGH and their details were:

Janmac Capital Limited, Maisemore Enterprises Limited, MCF2 Message4U Limited, MCF 2 Nexus Limited, MCF 7 Limited, MCF 8 Limited, MCF

9 Limited, MCF 10 Limited, MCF2 (Fund 1) Limited, MCF2A General Partner Limited, MCF2 GP Limited, MCF3 GP Limited, MCF3B General

Partner Limited, MCF3A General Partner Limited, MCF2 FFF-GK Limited, MCF3 Cook Limited, MCF3 TEG Limited, MCF3 Squiz Limited, MC

Medical Properties Limited, Mercury Capital No.1 Fund Limited, Mercury Capital No. 1 Trustee Limited, Mercury Medical Holdings Limited, New

Zealand Catholic Education Office Limited, NZCEO Finance Limited, O & E Group Services Limited, Oceania and Eastern Finance Limited,

Oceania and Eastern Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern Limited, Oceania and Eastern Securities

Limited, Oceania North Limited, Oceania Securities Limited, Quartet Equities Limited, The Centre for Independent Studies Limited.

Auscred Limited, Hollard Holdings Australia Pty Limited, The Hollard Insurance Group Pty Limited, Comerford Gohl Holdings Pty Limited.

Henley Family Investments Limited.

P. 4

DIRECTORS' STATEMENTS
G T Ricketts (Chair)E F Comerford

J K Greenslade

G R Tomlinson

The consolidated financial statements are dated 17 September 2020 and have been signed by all the Directors.

Sir C R Mace

P. 5

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2020

$000's

Note June 2020 June 2019

Interest income

3

346,802 330,041

Interest expense

3

130,129 135,734

Net interest income216,673 194,307

Operating lease income

4

5,9466,337

Operating lease expense

4

4,0633,670

Net operating lease income1,883 2,667

Lending and credit fee income10,8116,642

Other income

5

3,8822,435

Net operating income233,249 206,051

Operating expenses

6

106,794 85,798

Profit before impaired asset expense and income tax126,455 120,253

Fair value gain on investment2,0971,936

Impaired asset expense

8

29,419 20,676

Profit before income tax99,133 101,513

Income tax expense

9

27,161 27,896

Profit for the year71,972 73,617

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss, net of income tax:

Effective portion of change in fair value of derivative financial instruments(2,179) (4,762)

Movement in fair value reserve7662,968

Movement in foreign currency translation reserve114 (5,281)

Items that will not be reclassified to profit or loss, net of income tax:

Movement in defined benefit reserve- (86)

Other comprehensive (loss) for the year, net of income tax(1,299) (7,161)

Total comprehensive income for the year70,673 66,456

Earnings per share

Basic earnings per share10

12c13c

Diluted earnings per share1012c13c

Total comprehensive income for the year is attributable to the owners of the Group.

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2020

$000's

Note

Balance at beginning of year558,970 (4,297) 120,995 675,668542,315 4,585 117,260 664,160

NZ IFRS 9 adjustment- - - - - - (19,283) (19,283)

NZ IFRS 16 adjustment1- - (751)(751)- - - -

Profit for the year- - 71,972 71,972- - 73,617 73,617

Dividends paid16- - (62,993) (62,993)- - (50,599) (50,599)

Dividend reinvestment plan1616,895- - 16,89514,333- - 14,333

Issue of share capital- - - - - - - -

Share based payments- 516- 516- 619- 619

Shares vested420(420)- - 2,340 (2,340)- -

Total transactions with owners17,28796 (62,993) (45,610)16,655 (1,721) (50,599) (35,665)

Balance at the end of the year576,257 (5,500) 129,223 699,980558,970 (4,297) 120,995 675,668

- (7,161) 73,617 66,45671,972 70,673

- (1,299)

- - (18)- - (18)(28)

- (7,161)- (7,161)

Restated balance at beginning of

year

542,315 4,585 97,977 644,877558,970 (4,297) 120,244 674,917

Total comprehensive income for

the year

Other comprehensive (loss),

net of income tax

Transaction costs associated with

capital raising

Contributions by and distributions

to owners

- (1,299)

Total comprehensive income for

the year

- (1,299)

(28)

June 2019June 2020

Share

Capital Reserves

Retained

Earnings

Total

Equity

Share

Capital Reserves

Retained

Earnings

Total

Equity

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 7

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020

$000's

Note June 2020 June 2019

Assets

Cash and cash equivalents147,179 74,496

Investments11413,340 354,928

Investment properties11,132 11,132

Derivative financial instruments1217,246 14,491

Finance receivables133,045,195 3,031,128

Finance receivables - reverse mortgages131,538,585 1,318,677

Operating lease vehicles1417,603 15,516

Right of use assets1818,362-

Other assets1819,558 27,208

Intangible assets1872,813 71,924

Deferred tax asset917,1239,531

Total assets5,318,136 4,929,031

Liabilities

Deposits 153,264,192 3,153,681

Other borrowings151,267,931 1,057,568

Tax liabilities12,3037,532

Derivative financial instruments1217,012 11,147

Lease liabilities1820,456-

Trade and other payables1836,262 23,435

Total liabilities4,618,156 4,253,363

Equity

Share capital16576,257 558,970

Retained earnings and reserves123,723 116,698

Total equity699,980 675,668

Total equity and liabilities5,318,136 4,929,031

Total interest earning and discount bearing assets5,114,348 4,757,615

Total interest and discount bearing liabilities4,518,174 4,199,564

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 8

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020

$000's

Note June 2020 June 2019

Cash flows from operating activities

Interest received258,665 249,193

Operating lease income received5,9345,392

Lending, credit fees and other income received16,0377,284

Operating inflows280,636 261,869

Interest paid117,313 143,252

Payments to suppliers and employees82,874 87,528

Taxation paid24,619 25,895

Operating outflows224,806 256,675

55,8305,194

Proceeds from sale of operating lease vehicles4,9694,959

Purchase of operating lease vehicles(9,938) (5,496)

Net movement in finance receivables(171,617) (329,378)

Net movement in deposits110,993 270,232

Net cash flows (applied to) operating activities(9,763) (54,489)

Cash flows from investing activities

Sale of property, plant and equipment and intangible assets118-

Total cash provided from investing activities118-

Purchase of property, plant and equipment and intangible assets6,7394,514

Net increase in investments55,549 11,226

Total cash applied to investing activities62,288 15,740

Net cash flows (applied to) investing activities(62,170) (15,740)

Cash flows from financing activities

Net increase / (decrease) in wholesale funding85,795 (14,580)

Proceeds from issue of Unsubordinated Notes106,952 177,247

Total cash provided from financing activities192,747 162,667

Dividends paid1646,098 36,266

Repayments of subordinated notes- 26,206

Payment of lease liabilities2,005-

Transaction costs associated with capital raising2818

Total cash applied to financing activities48,131 62,490

Net cash flows from financing activities144,616 100,177

Net increase in cash held72,683 29,948

Opening cash and cash equivalents74,496 44,548

Closing cash and cash equivalents147,179 74,496

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Net cash flows from operating activities before changes in operating assets and liabilities

P. 9

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020

Reconciliation of profit after tax to net cash flows from operating activities

$000's

Note June 2020 June 2019

Profit for the year71,972 73,617

Add / (less) non-cash items:

Depreciation and amortisation expense9,1615,760

Depreciation on lease vehicles143,6343,363

Capitalised net interest income and fee income(77,429) (81,325)

Impaired asset expense829,419 20,676

Investment fair value movement(2,097) (1,936)

Other non-cash items2,4881,750

Total non-cash items (34,824) (51,712)

Add / (less) movements in operating assets and liabilities:

Finance receivables(171,617) (329,378)

Operating lease vehicles(4,969)(537)

Other assets9,528 (5,599)

Current tax 4,771 (3,927)

Derivative financial instruments931 (8,231)

Deferred tax(7,592) (4,212)

Deposits110,993 270,232

Other liabilities11,0445,258

Total movements in operating assets and liabilities(46,911) (76,394)

Net cash flows applied to operating activities(9,763) (54,489)

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 10

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation

Reporting entity

Basis of preparation

Basis of measurement

Principles of consolidation

The financial statements presented are the consolidated financial statements comprising Heartland Group Holdings Limited

(HGH) and its subsidiaries (the Group). Refer Note 25 – Significant subsidiaries for further details.

The consolidated financial statements of the Group incorporate the assets, liabilities and results of all controlled entities. Controlled

entities are all entities in which the Group is exposed to, or has rights to, variable returns from its involvement with the investee and

has the ability to affect those returns through its power over the investee. Intercompany transactions, balances and any unrealised

income and expense (except for foreign currency translation gains or losses) between controlled entities are eliminated.

Assets and liabilities in a transactional currency that is not the New Zealand dollar, are translated at the exchange rates ruling at

balance date. Revenue and expense items are translated at the spot rate at the transaction date. Exchange differences are taken to

the consolidated statement of comprehensive income.

The financial statements are presented in New Zealand dollars which is the Group’s functional and presentation currency. Unless

otherwise indicated, amounts are rounded to the nearest thousand dollars.

The financial statements have been prepared on a going concern basis after considering the Group’s funding and liquidity position.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial statements.

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ

GAAP) and the NZX Main Board Listing Rules and the ASX Listing Rules. The financial statements comply with New Zealand

equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as

appropriate for profit-oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS)

as issued by the International Accounting Standards Board.

As at 30 June 2020, HGH is a company incorporated in New Zealand under the Companies Act 1993 and a Financial Market

Conduct (FMC) reporting entity for the purposes of the Financial Markets Conduct Act 2013.

Certain comparative balances have been reclassified to align with the presentation used in the current financial year. These

reclassifications have no impact on the overall financial performance or financial position for the comparative year.

The financial statements have been prepared on the basis of historical cost, except for certain financial instruments and investment

property, which are measured at their fair values as identified in the accounting policies set out in the accompanying notes to the

financial statements.

P. 11

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation (continued)

Changes in accounting standards

Impact of adopting NZ IFRS 16 Leases

$000's

Operating lease commitments as at 30 June 201912,497

Discounted using the Group's incremental borrowing rate on initial application(1,060)

Adjustments relating to changes in the index or rate effective variable payments316

Lease liability recognised as at 1 July 201911,753

Of which are:

Current lease liabilities1,947

Non-current lease liabilities9,806

Total lease liabilities11,753

The Group has adopted NZ IFRS 16 retrospectively from 1 July 2019, but has not restated comparatives for the 2019 reporting

period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from

the new leasing rules are therefore recognised in the opening balance sheet on 1 July 2019.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an

extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended.

On adoption of NZ IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as

‘operating leases’ under the principles of NZ IAS 17 Leases. These liabilities were measured at the present value of the remaining

lease payments, discounted using the Group’s incremental borrowing rate as at 1 July 2019. The weighted average Group’s

incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 2.9%.

The Group elected not to reassess whether a contract is, or contains, a lease at the date of initial application. Instead, for contracts

entered into before the transition date, the Group relied on its assessment made applying NZ IAS 17 and NZ IFRIC 4 Determining

whether an Arrangement contains a Lease.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in

profit or loss. Short-term leases are leases with a lease term of 12 months or less.

The Group leases office space, car parks, equipment and cars. Rental contracts are typically made for fixed periods but may have

extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Until 30 June 2019, leases of property, plant and equipment were classified as either finance or operating leases. Payments made

under operating leases (net of any incentives received from the lessor) were charged to profit or loss.

From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased

asset is available for use by the Group. The right-of-use assets are initially measured at cost, comprising the amount of the initial

measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives

received, any initial direct costs and restoration costs. The right-of-use asset is depreciated over the shorter of the asset's estimated

useful life and the lease term on a straight-line basis. The estimated useful life of right-of-use assets are determined on the same

basis as those of property, plant and equipment.

P. 12

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation (continued)

The change in accounting policy affected the following items in the consolidated statement of financial position as at 1 July 2019.

• Right-of-use assets: increased by $10.7 million

• Deferred tax assets: increased by $0.3 million

• Lease liabilities: increased by $11.8 million

The net impact on retained earnings on 1 July 2019 was a decrease of $0.8 million.

The adoption of NZ IFRS 16 has no material impact to the Group’s leasing business where the Group acts as the lessor.

Accounting standards issued but not yet effective

Other amendments to existing standards that are not yet effective are not expected to have a material impact on the Group.

Estimates and judgements




Goodwill - Determining the fair value of assets and liabilities of acquired businesses requires the Group to exercise judgement.

The carrying value of goodwill is tested annually for impairment, refer to Note 18 - Other balance sheet items.

There have been no other changes to accounting policies or new or amended standards that are issued and effective that are

expected to have a material impact on the Group.

The preparation of the Group’s consolidated financial statements requires the use of estimates and judgements. This note provides

an overview of the areas that involve a higher degree of judgement or complexity. Detailed information about each of these

estimates and judgements is included in the relevant notes together with the basis of calculation for each affected item in the

financial statements.

NZ IFRS 17 Insurance Contracts was issued in July 2017 and is applicable to general and life insurance contracts. NZ IFRS 17 will

replace NZ IFRS 4 Insurance Contracts. In March 2020, the effective date of NZ IFRS 17 was deferred by one year. As such it is

expected that the standard will be effective for the Group's reporting for the financial year ending 30 June 2024, including 30 June

2023 comparatives.

The Group conducts insurance business through its subsidiary MARAC Insurance Limited (MIL). MIL has entered into a distribution

agreement with DPL Insurance Limited (DPL) to distribute DPL’s insurance products through its network and has stopped writing

insurance policies in February 2020. The Group will assess the impact arising from NZ IFRS 17 in conjunction with this new

arrangement.

Provisions for impairment - The effect of credit risk is quantified based on the Group's best estimate of future cash repayments

and proceeds from any security held or by reference to risk profile groupings, historical loss data and forward-looking

information. Refer to Note 8 - Impaired asset expense, and Note 13 - Finance receivables for further details.

The associated right-of-use assets which are predominantly property leases were measured on a retrospective basis as if the new

rules had always been applied. There were no onerous lease contracts that would have required an adjustment to the right-of-use

assets at the date of initial application.

Fair value of reverse mortgages - Fair value is quantified by the transaction price and the Group’s subsequent best estimate of

the risk profile of the reverse mortgage portfolio. Refer to Note 20 - Fair value for further details.

P. 13

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation (continued)

COVID-19 Pandemic - Impact on Estimates and Judgements





On 11 March 2020, COVID-19 was declared a pandemic by the World Health Organisation. The domestic economy has been

significantly disrupted by measures put in place to limit the impact of the spread of COVID-19 among the community, and also by the

downstream effects of the deterioration that COVID-19 has caused in the global economy. Countermeasures implemented by

Government (including the Government’s support and fiscal programmes) and the Reserve Bank of New Zealand have assisted to

mitigate the impact of those measures – however, the unprecedented nature of the current environment and the number of variables

which impact on that environment means that significant uncertainty around future economic conditions remains.

The Group has responded to the pandemic by working with its customers to understand their needs and provide them with the

financial support that best meets their requirements. To date, that support has included participating in industry wide measures (such

as the mortgage deferrals programme and the provision of liquidity under the Business Finance Guarantee Scheme (BFGS)

program), and implementing other measures such as temporary payment reduction or payment deferral arrangements for both

business and consumer customers. The Group has also developed a product, Heartland Extend, which provides customers with

flexible payment options.

The impact of the pandemic has also been considered where there is significant use of forward-looking estimates and judgement,

primarily when identifying impairment indicators for goodwill and intangible assets and calculating the recoverable amount.

Note 13 - Finance receivables

Note 18 - Other balance sheet items - Goodwill

Note 20 - Fair value

Assumptions made at each reporting date (e.g. the calculation of the provision for impairment and fair value adjustments) are based

on best estimates as at that date. Although the Group has internal controls in place to ensure that estimates can be reliably

measured, actual amounts may differ from these estimates. The estimates and judgements used in the preparation of the Group’s

financial statements are continually evaluated. They are based on historical experience and other factors, including expectations of

future events that may have a financial impact on the entity. Revisions to accounting estimates are recognised in the reporting period

in which the estimates are revised and in any future periods affected.

The impact of the COVID-19 pandemic on each of these estimates and judgements is discussed further in the following notes to the

consolidated financial statements:

Note 8 - Impaired asset expense

The accounting judgement that is most impacted by the pandemic relates to expected credit losses (ECL) on finance receivables at

amortised cost. The Group’s accounting policy for the recognition and measurement of the allowance for ECL is described in Note 8

Impaired asset expense. The Group measures the allowance for ECL using an expected credit loss impairment model in compliance

with NZ IFRS 9 Financial Instruments.

P. 14

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation (continued)

Financial assets and liabilities

Financial Assets

Financial assets are classified based on:



Whether the contractual cash flows of the instrument represent solely payment of principal and interest (SPPI).

Note

FVOCI

11

FVOCI

11

11

13

13

Financial assets measured at amortised cost

Financial assets are measured at FVOCI if they are held within a business model whose objective is achieved both through

collecting contractual cash flows which represent SPPI on the principal balance or selling the financial asset.

Financial Assets Measurement Category

Bank bonds and floating rate notes

Fair value through other comprehensive income

(FVOCI)

11

Public sector securities and corporate bonds

Local authority stock

Finance receivables

Financial assets measured at FVOCI

Financial assets at FVOCI are measured at fair value with unrealised gains and losses recognised in other comprehensive income

except for interest income, impairment charges and foreign exchange gains and losses, which are recognised in profit or loss.

The business model within which the assets are managed; and

The Group determines the business model at the level that reflects how groups of financial assets are managed. When assessing

the business model, the Group considers factors including how performance and risks are managed, evaluated and reported and the

frequency and volume of, and reason for sales in previous periods.

Financial assets are classified into the following measurement categories:

Financial assets are measured at amortised cost if they are held within a business model whose objective is achieved through

holding the financial asset to collect contractual cash flows which represent SPPI on the principal balance.

Financial assets at amortised cost are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest rate method.

Amortised cost

Equity investments

Fair value through profit or loss (FVTPL)

Finance receivables – reverse mortgagesFVTPL

P. 15

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1Financial statements preparation (continued)





Financial Liabilities

Financial liabilities are classified into the following measurement categories:



Financial liabilities measured at amortised cost

Financial liabilities are measured at amortised cost if they are not held for trading or designated at FVTPL.

Financial liabilities measured at amortised cost are accounted for using the effective interest rate method.





Financial liabilities at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or loss.

Recognition

Further details of the accounting policy for each category of financial asset or financial liability mentioned above is set out in the note

for the relevant item.

They are held for trading whose principal objective is achieved through selling or repurchasing the financial liability in the near

term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-

term profit taking; or

The Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 20 - Fair value.

The Group initially recognises finance receivables and borrowings on the date that they are originated. All other financial assets and

liabilities (including assets and liabilities designated at FVTPL) are initially recognised on the trade date at which the Group becomes

a party to the contractual provisions of the instrument.

Those to be measured at FVTPL.

Financial assets are measured at FVTPL if:

They are held within a business model whose objective is achieved through selling or repurchasing the financial asset in the

near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of

short-term profit taking; or

Financial assets measured at FVTPL

Financial assets at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or loss.

Those to be measured at amortised cost;

They are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch.

Financial liabilities measured at FVTPL

Financial liabilities are measured at FVTPL if:

They are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch.

P. 16

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1Financial statements preparation (continued)

Derecognition

Offsetting financial instruments

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the

rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of

ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is

recognised as a separate asset.

The Group enters into transactions whereby it transfers assets recognised on its consolidated statement of financial position, but

retains either all risks or rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are

retained, then the transferred assets are not derecognised from the consolidated statement of financial position. Transfers of assets

with the retention of all or substantially all risks and rewards include, for example, securitised assets and repurchase transactions.

The Group offsets financial assets and financial liabilities and reports the net balance in the balance sheet where there is currently a

legally enforceable right to set off and there is an intention to settle on a net basis or to realise the asset and settle the liability

simultaneously.

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

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

modified, the exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, with

the difference in the respective carrying amounts recognised in profit or loss.

P. 17

Performance
2 Segmental analysis

Operating segments

The Group operates within New Zealand and Australia and comprises the following main operating segments:

Motor

Reverse mortgages

Other personal

Business

Rural

Australia

ReverseOther

$000's

Motor

Mortgages Personal

BusinessRural AustraliaOtherTotal

June 2020

Net interest income 56,957 20,118 18,365 57,95029,67430,1273,482 216,673

Net other income 3,622 3,430 3,0553,4651,0284,214(2,238) 16,576

Net operating income 60,579 23,548 21,420 61,415 30,702 34,341 1,244 233,249

Operating expenses 3,248 4,804 6,776 11,2832,64811,68066,355 106,794

Fair value gain on investment- - - - - - 2,0972,097

Impaired asset expense/(benefit) 10,160- 11,119 10,110(1,970)- - 29,419

Income tax expense- - - - - - 27,16127,161

Profit / (loss) for the year 47,171 18,744 3,525 40,022 30,024 22,661 (90,175) 71,972

Total assets1,125,295 559,934 214,759 1,126,632 604,938 979,496 707,0825,318,136

Total liabilities4,618,156

50,132 28,054 22,661 (65,111)

Certain operating expenses, such as premises, IT and support centre costs are not allocated to operating segments and are included in

Other. Liabilities are managed centrally and therefore are not allocated across the operating segments.

Profit / (loss) before income

tax from continuing operations

Profit / (loss) before impaired

asset expense and income tax

57,331 18,744 126,455

47,171 18,744 3,525 40,022 30,024 22,661 (63,014) 99,133

14,644

Segment information is presented in respect of the Group's operating segments which are those used for the Group's management and

internal reporting structure.

Term debt, plant and equipment finance, commercial mortgage lending and working capital solutions

for small-to-medium sized businesses.

Specialist financial services to the farming sector primarily offering livestock finance, rural mortgage

lending, seasonal and working capital financing, as well as leasing solutions to farmers.

Reverse mortgage lending and other financial services within Australia.

Motor vehicle finance.

Reverse mortgage lending within New Zealand.

A comprehensive range of financial services - including term, transactional and personal loans to

individuals.

The Group's operating segments are different from the industry categories detailed in Note 22 - Credit risk exposure. The operating

segments are primarily categorised by sales channel, whereas Note 22 - Credit risk exposure categorises exposures based on credit risk

concentrations.

P. 18

2Segmental analysis (continued)
ReverseOther

$000's

Motor

Mortgages Personal

BusinessRural AustraliaOtherTotal

June 2019

Net interest income

54,695

20,674 14,564

52,85730,39322,265(1,141) 194,307

Net other income

2,578

224 4,344

2,9891,288477(156)

11,744

Net operating income57,273 20,898 18,908 55,84631,68122,742(1,297) 206,051

Operating expenses2,7502,2795,6029,1563,2635,12257,62685,798

- - - - - - 1,9361,936

Impaired asset expense/(benefit) 5,277- 8,4297,102(132)- - 20,676

Income tax expense- - - - - - 27,89627,896

Profit / (loss) for the year49,246 18,6194,877 39,58828,55017,620 (84,883) 73,617

Total assets1,089,769 510,299 220,500 1,096,773 650,751 808,733 552,2064,929,031

Total liabilities4,253,363

3 Net interest income

Policy

$000'sJune 2020 June 2019

Interest income

Cash and cash equivalents499717

Investments8,4969,733

Finance receivables250,606 239,624

Finance receivables - reverse mortgages87,20179,967

Total interest income346,802 330,041

Interest expense

Retail deposits90,73996,476

Other borrowings35,88837,415

Net interest expense on derivative financial instruments3,5021,843

Total interest expense130,129 135,734

Net interest income 216,673 194,307

46,69028,418

Interest income and expense on financial instruments is measured using the effective interest rate method that discounts the financial

instruments' future cash flows to their present value and allocates the interest income or expense over the life of the financial instrument.

The effective interest rate is established on initial recognition of the financial assets or liabilities and is not subsequently revised. For

financial instruments at amortised cost, the calculation of the effective interest rate includes all yield related fees and commissions paid or

received that are an integral part of the underlying financial instrument.

Profit / (loss) before income

tax from continuing operations

18,6194,877 39,58828,55017,620

Profit / (loss) before impaired

asset expense and income tax

Fair value gain on investment

120,253

49,246

17,620 (58,923)54,523 18,619 13,306

(56,987) 101,513

P. 19

4Net operating lease income
Policy

$000'sJune 2020 June 2019

Operating lease income

Lease income5,1945,518

Gain on disposal of lease assets752819

Total operating lease income5,9466,337

Operating lease expense

Depreciation on lease assets3,6343,363

Direct lease costs429307

Total operating lease expense4,0633,670

Net operating lease income1,8832,667

5 Other income

Policy

Rental income from investment property

Insurance income

$000'sJune 2020 June 2019

Rental income from investment properties1,125731

Insurance income1,6102,537

Gain on sale of investments- 173

Other income/(loss)774(408)

FX gain/(loss)373(598)

Total other income3,8822,435

Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease.

As a lessor, the Group retains substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental

income and expense from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs

incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a

straight-line basis over the lease term. Profits on the sale of operating lease assets are included as part of operating lease income.

Current year depreciation and losses on the sale of operating lease assets are included as part of operating lease expenses. The leased

assets are depreciated over their useful lives on a basis consistent with similar assets.

Insurance premium income and commission expense are recognised in profit or loss from the date of attachment of the risk over the

period of the insurance contract. Claim expense is recognised in the profit or loss on an accrual basis once our liability to the policyholder

has been confirmed under the terms of the contract.

P. 20

6Operating expenses
Policy

$000'sJune 2020 June 2019

Personnel expenses54,51147,222

Directors' fees1,0591,099

Superannuation1,0691,081

Depreciation - property, plant and equipment2,3801,867

Operating lease expense as a lessee- 1,807

Legal and professional fees3,6153,129

Advertising and public relations6,7293,354

Depreciation - right of use asset2,324-

Technology services6,3725,721

Telecommunications, stationary and postage1,8861,883

Customer acquisition costs7,4191,227

Amortisation of intangible assets4,4563,893

Other operating expenses

1

14,97413,515

Total operating expenses106,79485,798

1

Other operating expenses include compensation of auditor which is disclosed in Note 7.

7 Compensation of auditor

$000'sJune 2020 June 2019

Audit and review of the financial statements

1

774614

Other assurance services paid to auditor

2

13352

Total compensation of auditor907666

2

Other assurance services paid to the auditor comprise regulatory assurance services, agreed upon procedures engagements and supervisor reporting.

Operating expenses are recognised as the underlying service is rendered or over a period in which an asset is consumed or a liability is

incurred.

1

Audit and review of the financial statements includes fees paid for both the audit of the annual financial statements and the review of the interim financial

statements.

P. 21

8Impaired asset expense
Policy

$000'sJune 2020 June 2019

Non-securitised

Individually impaired asset expense3,3851,311

Collectively impaired asset expense25,63719,024

Total non-securitised impaired asset expense29,02220,335

Securitised

Collectively impaired asset expense397341

Total securitised impaired asset expense397341

Total

Individually impaired asset expense3,3851,311

Collectively impaired asset expense26,03419,365

Total impaired asset expense29,41920,676

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or too small to model,

judgement is used to determine impairment provisions.

Stage 2 - Lifetime ECL not credit impaired (greater than 30 but less than 90 days past due)

Stage 3 - Lifetime ECL credit impaired (90 days past due or more)

Where there has been a significant increase in credit risk.

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired.

In determining whether credit risk has increased all available information relevant to the assessment of economic conditions at the

reporting date are taken into consideration. To do this the Group considers its historical loss experience and adjusts this for current

observable data. In addition to this the Group uses reasonable and supportable forecasts of future economic conditions including

experienced judgement to estimate the amount of an expected impairment loss. Future economic conditions consider macroeconomic

factors such as unemployment, interest rate, gross domestic product, and inflation, and requires an evaluation of both the current and

forecast direction of the economic cycle. The methodology and assumptions including any forecasts of future economic conditions are

reviewed regularly as incorporating forward-looking information increases the level of judgement as to how changes in these

macroeconomic factors will affect the ECL.

Where there has been no evidence of increased credit risk since initial recognition, and are not credit impaired upon origination, the

portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised.

The ECL model is a forward looking model where impairment allowances are recognised before losses are actually incurred. On initial

recognition, an impairment allowance is required, based on events that are possible in the next 12 months.

At each reporting date, the Group applies a three stage approach to measuring ECL to finance receivables not carried at fair value. The

ECL model assesses whether there has been a significant increase in credit risk since initial recognition.

Impairment of finance receivables

Assets may migrate through the following stages based on their change in credit quality:

Stage 1 - 12 months ECL (past due 30 days or less)

P. 22

8Impaired asset expense (continued)



House prices falling 6.6% to March 2021, with a full recovery to June 2021.

That base case also assumes:






The price for exported primary produce would not materially fall.

A steep initial adverse movement (at close to -20%) in gross domestic product to 30 June 2020 but with a relatively quick, full

recovery by June 2022;

Unemployment to peak at 8.2% (June 2021) and then to largely recover over the following 2.5 years; but

There are no further significant periods of lockdown in or across any part of NZ as at the date of approval of the Group’s financial

statements for the year ended 30 June 2020.

Heartland Extend, through providing customers with time (with economic conditions improving over time) would be successful in

supporting the Group’s consumer and business customers who need that assistance.

Second hand car prices would remain stable.

Using those assumptions, and taking Management’s experience and deep understanding of the Group’s customers (following the

customer contact programmes implemented by the Group during, and after, COVID-19), the Group recognised that there is downside risk

(including in the event that any of the underlying assumptions transpire to be incorrect) and, as a result, the Group’s expected credit

losses could be understated.

The recently amended BFGS would be successful in supporting the Group’s business customers who need that assistance.

The Group has followed industry and regulatory guidance when assessing individual customers, or portfolios of assets, to determine if a

significant increase in credit risk (SICR) has occurred. The industry guidance provides that any payment deferral or similar allowance

provided to customers as a result of the impact of COVID-19 would not automatically result in a SICR. Accordingly, customers who

received assistance through the pandemic as a result of a payment reduction, deferral arrangement, or through the Heartland Extend

product, have not been assessed as being subject to a SICR.

However, as a result (and when considered in conjunction with the measures put in place to limit the impact of the spread of COVID-19

among the community), the traditional indicators of increased credit risk may not provide an accurate measure of the credit quality of the

Group’s assets.

In the current scenario, the pandemic has caused a deterioration in economic conditions. The Group has therefore applied judgement to

estimate whether the modelled output should be subject to an economic overlay. In exercising that judgement, it was assumed that the

Group’s “base case” economic forecast would prevail. That base case forecast scenario is for:

The Group’s models for estimating expected credit losses for each of its portfolios are based on the historic credit experience of those

portfolios. The models assume that economic conditions (such as GDP growth, unemployment rates, and house price index forecasts)

remain static over time. If the Group forecasts that economic conditions will not remain static in the foreseeable future, the Group applies

judgment to determine whether the modelled output should be subject to an economic overlay. This follows analysis of historic data and

performance which has established no clear correlation between key economic indicators and the credit performance of the Group’s

unique portfolios, meaning the approach is an inherently judgmental exercise.

It is stressed that there is considerable uncertainty in these judgements. As noted by the New Zealand Treasury:

“The magnitude and duration of the downturn and the subsequent pace of the recovery depends on many unknown factors, including the

course of the virus, how long activity restrictions are in place, how quickly the global economy will recover, how behaviours and

production might change, and how successful government policies will be in supporting households and firms.”

P. 23

8Impaired asset expense (continued)
1.

2.

3.

9 Taxation

Policy

Income tax

Current tax

Deferred tax

Goods and services tax (GST)

To reflect that inherent risk, the Group employed three methodologies to ascertain a range of potential expected credit losses on each of

its portfolios:

Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively enacted

at the reporting date, and any adjustment to the tax payable or receivable in respect of previous years. Current tax for current and prior

years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of

assets and liabilities for accounting purposes and the amounts used for taxation purposes. As required by NZ IAS 12 Income Taxes, a

deferred tax asset is recognised only to the extent that it is probable that a future taxable profit will be available to realise the asset.

Revenues, expenses and assets are recognised net of GST. As the Group is predominantly involved in providing financial services, only

a proportion of GST paid on inputs is recoverable. The non-recoverable proportion of GST is treated as an expense or, if relevant, as part

of the cost of acquisition of an asset.

Income tax expense for the year comprises current tax and movements in deferred tax balances, including any adjustment required for

prior years' tax expense. Income tax expense is recognised in profit and loss except to the extent that it relates to items recognised

directly in other comprehensive income, in which case it is recognised in equity or other comprehensive income.

Each of those methodologies have limitations. However, they did provide the Group with a range of “downside” potential credit losses for

each portfolio. Across the three methodologies and portfolios, the range of possible outcomes was between $4.1 million and $11.8

million. Judgement was applied (taking into account the ranges provided by those methodologies, and all other relevant factors) in order

to calculate an economic overlay across each affected portfolio. As a result a pre-tax overlay of $9.6 million was applied as outlined in

Note 13 - Finance receivables.

This methodology neutralises the concern that the Group’s assistance measures (when considered in conjunction with the

measures put in place to limit the impact of the spread of COVID-19 among the community), may have masked traditional indicators

of increased credit risk, by demonstrating how much provisions would increase by if all customers receiving assistance were treated

as posing increased credit risk for the Group.

Lastly, the Group engaged a consultant to analyse historic correlations between certain industry default levels and macroeconomic

indicators. This correlation was then applied to the Group’s base case forecast scenario economic outlook, to determine the degree

to which (based on that historic correlation, and the base case forecast scenario) the Group’s customers may be likely to default in

the base case forecast scenario economic overlay. That increased chance of default was then used to calculate an increase in

provisions in affected portfolios.

Secondly, the Group used the loss rates experienced on its Motor portfolio during the Global Financial Crisis of 2008, applied them

to its current Motor portfolio, and extrapolated the proportionate increase in provisions to its other affected portfolios.

First, the Group has calculated a “Stage 2” lifetime expected loss provision as applied to the most affected parts of its portfolio.

P. 24

9Taxation (continued)
$000'sJune 2020 June 2019

Income tax recognised in profit or loss

Current tax

Current year30,86825,181

Adjustments for prior year1,834(1,989)

Tax other rates335277

Deferred tax

Current year(3,568)3,306

Adjustments for prior year(2,289)1,067

Tax other rates(19)54

Total income tax expense recognised in profit or loss27,16127,896

Income tax recognised in other comprehensive income

Current tax

Derivatives at fair value reserve768(82)

Fair value movements of cash flow hedge(1,477)-

Deferred tax

Defined benefit plan- (34)

Fair value movements of cash flow hedges- (238)

Total income tax expense recognised in other comprehensive income(709)(354)

$000'sJune 2020 June 2019

Profit before income tax99,133 101,513

Reconciliation of effective tax rate

Tax at New Zealand income tax rate of 28%27,75728,424

Higher tax rate for overseas jurisdiction316331

Adjusted tax effect of items not taxable/deductible(457)63

Adjustments for prior year(455)(922)

Total income tax expense27,16127,896

Income tax expense

P. 25

9Taxation (continued)
Deferred tax assets comprise the following temporary differences:

$000'sJune 2020 June 2019

Employee expenses1,9421,286

Share based payment692-

Provision for impairment17,73914,574

Investment properties- 4

Intangibles and property, plant and equipment(4,576) (4,182)

Deferred acquisition costs(936) (1,321)

Operating lease vehicles731(800)

Other temporary differences

1,531(30)

Total deferred tax assets17,1239,531

Opening balance of deferred tax assets9,5315,319

Movement recognised in profit or loss7,336(4,537)

Movement recognised in other comprehensive income- (272)

Transfer on demerger- 777

Movement recognised in retained earnings2568,244

Closing balance of deferred tax assets17,1239,531

Imputation credit account

$000'sJune 2020 June 2019

Imputation credit account 5,676 9,116

10 Earnings per share

WeightedWeighted

Earnings Net Profit Average No.Earnings Net Profit Average No.

Per Share After Tax of Shares Per Share After Tax of Shares

Cents $000's000'sCents$000's000's

Basic earnings12 71,972 576,9291373,617 563,364

Diluted earnings12 71,972 576,9291373,617 563,364

June 2019June 2020

P. 26

Financial Position
11 Investments

Policy

Fair value through profit or loss

$000'sJune 2020 June 2019

Bank deposits, bank bonds and floating rate notes366,289 246,724

Public sector securities and corporate bonds30,71682,370

Local authority stock- 13,399

Equity investments16,33512,435

Total investments413,340 354,928

12 Derivative financial instruments

Policy

Derivative financial instruments are contracts whose value is derived from changes in one or more underlying financial instruments or

indices. They include forward contracts, swaps, options and combinations of these instruments.

Investments are classified into one of the following categories:

Investments under this category include equity investments and are measured at fair value plus transaction costs. Changes in fair

value of these investments are recognised in profit or loss in the period in which they occur.

Fair value through other comprehensive income

Investments under this category include bank bonds, floating rate notes, local authority stock, public securities and corporate bonds.

These are initially measured at fair value, including transaction costs, and subsequently carried at fair value. Changes in fair value of

these investments are recognised in other comprehensive income and presented within the fair value reserve.

Amortised cost

Investments under this category include bank deposits and are measured using effective interest rate method. They are held to

collect contractual cash flows that are solely payments of principal and interest on the principal amount outstanding.

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently

measured at their fair value at each reporting date. All derivatives are carried as assets when fair value is positive and as liabilities

when fair value is negative.

A hedged item is an asset, liability, firm commitment or highly probable forecast transaction that exposes the Group to risk of

changes in fair value or cash flows, and that is designated as being hedged. The Group applies fair value hedge accounting to hedge

movements in the value of fixed interest rate assets and liabilities subject to interest rate risk. The Group applies cash flow hedge

accounting to hedge the variability in highly probable forecast future cash flows attributable to interest rate risk on variable rate assets

and liabilities.

Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques,

including discounted cash flow models and options pricing models, as appropriate. Fair values include adjustment for counterparty

credit risk. The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated as a

hedging instrument, and if so, the nature of the item being hedged. A hedge instrument is a designated derivative, the changes in fair

values or cash flows of which are expected to offset changes in the fair value of cash flows of the designated hedged item.

Refer to Note 20 - Fair value for details of the split between investments measured at fair value through profit or loss, fair value

through other comprehensive income and amortised cost.

P. 27

12 Derivative financial instruments (continued)



The criteria that must be met for a relationship to qualify for hedge accounting include:




effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and

Fair value hedge accounting

the instruments or counterparty must be a third party external to the Group.

The Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments, as well

as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are

highly effective in offsetting changes in fair value of hedged items.

Subsequent to initial designation, changes in the fair value of derivatives that are designated and qualify for fair value hedge

accounting are recorded in the consolidated statement of comprehensive income together with any changes in the fair value of the

hedged asset or liability that are attributable to the hedged risk. The movement in fair value of the hedged item attributable to the

hedged risk is made as an adjustment to the carrying value of the hedged asset or liability.

the instruments or counterparty must be a third party external to the Group.

Cash flow hedge accounting

the hedging relationship must be formally designated and documented at inception of the hedge,

effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the adjustment to

carrying amount of a hedged item is amortised to the consolidated statement of comprehensive income on an effective yield basis

over the remaining period to maturity of the hedged item. Where the hedged item is derecognised from the balance sheet, the

adjustment to the carrying amount of the asset or liability is immediately transferred to the consolidated statement of comprehensive

income.

The criteria that must be met for a relationship to qualify for hedge accounting include:

the hedging relationship must be formally designated and documented at inception of the hedge,

A fair value gain or loss associated with the effective portion of a derivative designated as a cash flow hedge is recognised initially in

the hedging reserve. The ineffective portion of a fair value gain or loss is recognised immediately in the consolidated statement of

comprehensive income.

The Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments, as well

as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are

highly effective in offsetting changes in cash flows of hedged items.

When a hedging derivative expires or is sold, the hedge no longer meets the criteria for hedge accounting, or the Group elects to

revoke the hedge designation, the cumulative gain or loss on the hedging derivative remains in the cash flow hedging reserve until

the forecast transaction occurs and affects income, at which point it is transferred to the corresponding income or expense line. If a

forecast transaction is no longer expected to occur, the cumulative gain or loss on the hedging derivative previously reported in the

cash flow hedging reserve is immediately transferred to the consolidated statement of comprehensive income.

P. 28

12 Derivative financial instruments (continued)
Notional Fair Value Fair Value Notional

Fair Value

Fair Value

$000's

PrincipalAssets Liabilities PrincipalAssets Liabilities

Held for risk management

Interest rate related contracts

Swaps 1,140,42217,23816,938 1,958,08313,04811,005

Foreign currency related contracts

Forwards237,900874 222,769315142

Options- - - 177,2551,128-

Total derivative financial instruments1,378,32217,24617,012 2,358,10714,49111,147

13 Finance receivables

(a) Finance receivables held at amortised cost

Policy

Fees and direct costs relating to loan origination, financing and loan commitments are deferred and amortised to interest income over

the life of the loan using the effective interest rate method. Lending fees not directly related to the origination of a loan are recognised

over the period of service.

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or too small to

model, judgement is used to determine impairment provisions.

Past due but not impaired assets are any assets which have not been operated by the counterparty within their key terms but are not

considered to be impaired by the Group.

Individually impaired assets are those loans for which the Group has evidence that it will incur a loss, and will be unable to collect all

principal and interest due according to the contractual terms of the loan.

In determining whether credit risk has increased all available information relevant to the assessment including information about past

events, current conditions and reasonable and supportable forecasts of economic conditions at the reporting date are taken into

consideration.

June 2019June 2020

Finance receivables are initially recognised at fair value plus incremental direct transaction costs and are subsequently measured at

amortised cost using the effective interest method, less any impairment loss.

P. 29

13 Finance receivables (continued)
$000'sJune 2020 June 2019

Non-securitised

Neither at least 90 days past due nor impaired - at amortised cost2,945,858 3,018,741

At least 90 days past due - at amortised cost58,87644,466

Individually impaired - at amortised cost24,66726,412

Gross finance receivables3,029,401 3,089,619

Less provision for impairment(62,272) (58,491)

Total non-securitised finance receivables2,967,129 3,031,128

Securitised

Neither at least 90 days past due nor impaired - at amortised cost78,059-

At least 90 days past due - at amortised cost404-

Individually impaired - at amortised cost- -

Gross finance receivables78,463-

Less provision for impairment(397)-

Total securitised finance receivables78,066-

Total

Neither at least 90 days past due nor impaired - at amortised cost3,023,917 3,018,741

At least 90 days past due - at amortised cost59,28044,466

Individually impaired - at amortised cost24,66726,412

Gross finance receivables3,107,864 3,089,619

Less provision for impairment(62,669) (58,491)

Total finance receivables3,045,195 3,031,128

The impact of COVID-19 on use of judgements and estimates is discussed in Note 8 - Impaired asset expense.

P. 30

13 Finance receivables (continued)
Movement in provision

LifetimeLifetime

ECLECL

12 - MonthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

June 2020

Non-securitised

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

Changes in loss allowance

Transfer between stages

(1,190)(294)(109)1,593-

Recovery of amounts written off

- - (2,808)- (2,808)

Credit impairment charge

1,7111,79622,1303,38529,022

Recovery of amounts previously written off

- - 2,808- 2,808

Write offs

- (1,438) (20,705)(5,947) (28,090)

Effect of changes in foreign exchange rate

27410- 41

Impairment allowance as at 30 June 2020

32,1602,14322,6685,30162,272

Securitised

Impairment allowance as at 30 June 2019

- - - - -

Changes in loss allowance

Transfer between stages

(19)118- -

Recovery of amounts written off

- - - - -

Credit impairment charge

26023114- 397

Recovery of amounts previously written off

- - - - -

Write offs

- - - - -

Effect of changes in foreign exchange rate

- - - - -

Impairment allowance as at 30 June 2020

26023114- 397

Total

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

Changes in loss allowance

Transfer between stages

(1,209)(283)(101)1,593-

Recovery of amounts written off

- - (2,808)- (2,808)

Credit impairment charge

1,9711,81922,2443,38529,419

Recovery of amounts previously written off

- - 2,808- 2,808

Write offs

- (1,438) (20,705)(5,947) (28,090)

Effect of changes in foreign exchange rate

27410- 41

Impairment allowance as at 30 June 2020

32,4202,16622,7825,30162,669

25,1531,79232,227

31,830

New and increased provision (net of

collective provision releases)

27912106- 397

New and increased provision (net of

collective provision releases)

2,102

New and increased provision (net of

collective provision releases)

2,9012,09025,0471,792

3,180

The following table details the movement from the opening balance to the closing balance of the provision for impairment losses by

class.

P. 31

13 Finance receivables (continued)
LifetimeLifetime

ECLECL

12 - MonthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

June 2019

Non-securitised

Impairment allowance as at 30 June 2018

31,7841,36514,9458,89756,991

Changes in loss allowance

Transfer between stages

(2,462)(238)522,648-

Recovery of amounts written off

- - (828)- (828)

Credit impairment charge

(1,311)41818,3753,95921,441

Recovery of amounts previously written off

- - 829- 829

Write offs

- - (15,722)(4,993) (20,715)

Effect of changes in foreign exchange rate

(51)(2)(2)- (55)

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

Securitised

Impairment allowance as at 30 June 2018

40020345- 765

Changes in loss allowance

Transfer between stages

(8)(7)15- -

Recovery of amounts written off

- - - - -

Credit impairment charge

(400)(20)(345)- (765)

Recovery of amounts previously written off

- - - - -

Write offs

- - - - -

Effect of changes in foreign exchange rate

- - - - -

Impairment allowance as at 30 June 2019

- - - - -

Total

Impairment allowance as at 30 June 2018

32,1841,38515,2908,89757,756

Changes in loss allowance

Transfer between stages

(2,470)(245)672,648-

Recovery of amounts written off

- - (828)- (828)

Credit impairment charge

(1,711)39818,0303,95920,676

Recovery of amounts previously written off

- - 829- 829

Write offs

- - (15,722)(4,993) (20,715)

Effect of changes in foreign exchange rate

(51)(2)(2)- (55)

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

(765)

New and increased provision (net of

collective provision releases)

1,31122,26965619,151

New and increased provision (net of

collective provision releases)

1,31121,504

1,151

-

New and increased provision (net of

collective provision releases)

(392)(13)(360)

75964318,791

P. 32

13 Finance receivables (continued)
Impact of COVID-19 on allowance for ECL

$000'sJune 2020

Collectively impaired asset expense (excluding COVID-19 adjustments)16,434

COVID-19 adjustments9,600

Total collectively impaired asset expense26,034

Individually impaired asset expense3,385

Total impaired asset expense29,419

Impact of changes in gross finance receivables held at amortised cost on allowance for ECL

LifetimeLifetime

ECLECL

12 - monthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

June 2020

Gross finance receivables as at 1 July 20192,799,282 206,88257,04326,412 3,089,619

Transfer between stages(61,191) 12,57041,2457,376-

Additions1,497,07387,84323,610- 1,608,526

Deletions(1,402,340) (118,572) (37,334)(3,174) (1,561,420)

Write offs(6,616)(5,463) (10,835)(5,947) (28,861)

Gross finance receivables as at 30 June 20202,826,208 183,26073,72924,667 3,107,864

(b) Finance receivables held at fair value

Policy

$000'sJune 2020 June 2019

Finance receivables - reverse mortgages1,538,585 1,318,677

Total finance receivables - reverse mortgages1,538,585 1,318,677

Credit risk adjustments on financial assets designated at fair value through Profit or loss

There were no credit risk adjustments on individual financial assets.

The following table represents a summary of amounts included in the credit impairment charge with respect to the Group's allowance

for ECL:

Finance receivables – reverse mortgages are initially recognised, and subsequently measured, at fair value through profit or loss.

Note 20 (a) - Financial instruments measured at fair value discloses further information regarding the Group’s valuation policy.

Note 22 - Credit risk exposure discloses further information regarding how reverse mortgages operate.

P. 33

14 Operating lease vehicles
Policy

$000'sJune 2020 June 2019

Cost

Opening balance21,62324,703

Additions9,9385,495

Disposals(7,463)(8,575)

Closing balance24,09821,623

Accumulated depreciation

Opening balance6,1077,179

Depreciation charge for the year3,6343,363

Disposals(3,246)(4,435)

Closing balance6,4956,107

Opening net book value15,51617,524

Closing net book value17,60315,516

15 Borrowings

Policy

$000'sJune 2020 June 2019

Deposits3,264,192 3,153,681

Total borrowings related to deposits3,264,192 3,153,681

Unsubordinated Notes448,228 337,680

Bank borrowings- 25,002

Certificate of deposit- 34,836

Securitised borrowings819,703 660,050

Total other borrowings1,267,931 1,057,568

Deposits and unsubordinated notes rank equally and are unsecured.

Operating lease vehicles are stated at cost less accumulated depreciation.

Borrowings and deposits are initially recognised at fair value including incremental direct transaction costs. They are subsequently

measured at amortised cost using the effective interest method.

Operating lease vehicles are depreciated on a straight line basis over their expected useful life after allowing for any residual values.

The estimated lives of these vehicles vary up to five years. Vehicles held for sale are not depreciated but are tested for impairment.

The future minimum lease payments receivable under operating leases not later than one year is $3.487 million (2019: $3.952

million), within one to five years is $2.053 million (2019: $3.137 million) and over five years is nil (2019: nil).

P. 34

15 Borrowings (continued)
Frequency

of Interest

PrincipalValuationNoteIssue DateRepayment

$125 millionAmortised cost

20(b)Half yearly

$150 millionAmortised cost

20(b)Half yearly

AU $45 millionAmortised cost

20(b)Quarterly

AU $100 millionAmortised cost

20(b)Quarterly

At 30 June 2020 the Group had the following securitised borrowings outstanding:




16Share capital and dividends

Policy

June 2020 June 2019

Number of Number of

000'sShares Shares

Issued shares

Opening balance569,338 560,588

Shares issued during the year817-

Dividend reinvestment plan10,8249,191

Cancelled shares- (441)

Closing balance580,979 569,338

Dividends paid

CentsDateCents

Per Share$000'sDeclared Per Share$000's

Final dividend

6.5

37,007

5.5

30,808

Interim dividend4.5 25,986

3.5

19,791

Total dividends paid62,99350,599

Senior Warehouse Trust No. 2 securitisation facility AU $250 million, drawn AU $160 million (2019: nil). The bank facility is

secured over the assets of Seniors Warehouse Trust No. 2 and has a maturity date of 1 July 2022.

June 2020

15 August 2019

18 February 2020

Senior Warehouse Trust securitisation facility AU $600 million, drawn AU $544 million (2019: AU $650 million, drawn AU $631

million). The bank facility is secured over the assets of ASF Settlement Trust and Seniors Warehouse Trust. The facility has a

maturity date of 30 September 2022.

Maturity Date

The Group has the following unsubordinated notes on issue at balance sheet date:

8 March 2019

13 November 2019

12 April 2024

21 September 2022

8 March 2021

13 May 2022

Date

Declared

Ordinary shares are classified as equity, incremental costs directly attributable to the issue of ordinary shares and share options are

recognised as a deduction from equity, net of any tax effect.

Under dividend reinvestment plans, 7,313,501 new shares were issued at $1.5444 per share on 6 September 2019 and 3,511,020 at

$1.5948 on 11 March 2020 (2019: 5,282,619 new shares were issued at $1.6250 per share on 21 September 2018 and 3,907,858 at

$1.4709 per share on 1 April 2019). Other shares issued during the period relate to staff share schemes.

15 August 2018

19 February 2019

12 April 2019

21 September 2017

June 2019

Heartland Auto Receivables Warehouse Trust 2018 - 1 securitisation facility $300 million, drawn $66 million (2019: $150 million,

undrawn). Securitised borrowings held by investors are secured over the assets of the Heartland Auto Receivables Warehouse

Trust 2018-1. The facility has a maturity date of 29 August 2021.

P. 35

17 Other reserves
Foreign

Currency

Employee TranslationDefined Cash Flow

Benefits Reserve Fair Value BenefitHedge

$000'sReserve (FCTR) Reserve Reserve ReserveTotal

June 2020

Balance as at 1 July 2019838(4,021)4,558171(5,843)(4,297)

- 114766- (2,179)(1,299)

Share based payments516- - - - 516

Shares vested(420)- - - - (420)

Balance as at 30 June 2020934 (3,907) 5,324 171 (8,022) (5,500)

June 2019

-

Balance as at 1 July 20182,5591,2601,590257(1,081)4,585

- (5,281)2,968(86)(4,762)(7,161)

Share based payments619- - - - 619

Shares vested(2,340)- - - - (2,340)

Balance as at 30 June 2019838 (4,021) 4,558 171 (5,843) (4,297)

18 Other balance sheet items

Policy

$000'sJune 2020 June 2019

Other assets

Trade receivables1,9526,269

GST receivable9853,840

Prepayments4,8575,649

Property, plant and equipment10,15310,216

Other receivables1,6111,234

Total other assets19,55827,208

Property, plant and equipment are stated at cost less accumulated depreciation and impairment (if any). Depreciation is calculated on

a straight line basis to write off the net cost or revalued amount of each asset over its expected life to its estimated residual value.

Other comprehensive income, net of income tax

Other comprehensive income, net of income tax

P. 36

18 Other balance sheet items (continued)
Policy

Intangible assets

Intangible assets with finite useful lives

Goodwill

$000'sJune 2020 June 2019

Computer software

Cost42,53437,210

Accumulated amortisation14,86410,429

Net carrying value of computer software27,67026,781

Goodwill

Cost45,14345,143

Net carrying value of goodwill45,14345,143

Total intangible assets72,81371,924

• Comparing cashflows and other key financial metrics against budget;

• Material decreases in mid-term and/or long-term growth rates as compared to previous estimates;

• Any material changes in business model or strategy;

• Comparing the Group's market capitalisation against its net assets;

• Changes in market interest rates or other market rates of return;

• Fluctuations in the foreign exchange rates or commodity prices that impact the entity’s cash flows; and

• Any deferral of investment projects.

Goodwill was tested for impairment on 30 June 2020. In assessing impairment, an internal valuation model was developed to indicate

the value of the business i.e. the recoverable amount. This value was compared to the net assets of the Group.

There was no indication of impairment and no impairment losses have been recognised against the carrying amount of goodwill for

the year ended 30 June 2020 (30 June 2019: nil).

Software acquired or internally developed by the Group is stated at cost less accumulated amortisation and any accumulated

impairment losses. Expenditure on software assets is capitalised only when it increases the future economic value of that asset.

Amortisation of software is on a straight line basis, at rates which will write off the cost over the assets’ estimated useful lives. The

expected useful life of the software has been determined to be ten years.

The recoverable amount was determined on a value in use basis using a five-year discounted cash flow methodology based on

financial budget and forecasts. Key assumptions used in the model included a discount rate of 10% and a terminal growth rate of 2%

which reflect both past experience and external sources of information.

The deterioration in economic conditions as a result of the COVID-19, and the consequential impact on the Group were also

considered for any indicators of impairment. These included:

Goodwill arising on acquisition represents the excess of the cost of the acquisition over the Group’s interest in the fair value of the

identifiable net assets acquired. Goodwill that has an indefinite useful life is not subject to amortisation and is tested for impairment

annually. Goodwill is carried at cost less accumulated impairment losses.

P. 37

18 Other balance sheet items (continued)


Policy

Employee benefits

$000'sJune 2020 June 2019

Trade and other payables

Trade payables20,6578,815

Insurance liability6,0947,469

Employee benefits8,2235,595

Other tax payables1,2881,556

Total trade and other payables36,26223,435

Policy

Leases

$000'sJune 2020 June 2019

Right of use assets

Balance at 1 July 201910,728-

Depreciation charge for the year, included within depreciation expense in the income statement(2,324)-

Additions to right of use assets9,958-

Total right of use assets18,362-

Lease liability

Current2,222-

Non-current18,234-

Total lease liability20,456-

Interest expense relating to lease liability570-

For the purposes of impairment testing, goodwill is allocated to cash generating units (CGU's). A CGU is the smallest identifiable

group of assets that generate independent cash inflows. The Group has assessed that goodwill should be allocated to the following

smallest identifiable CGUs:

Heartland Australia Holdings Pty Limited: $15.3 million (2019: $15.3 million).

Heartland Bank Limited (HBL): $29.8 million (2019: $29.8 million).

Right of use assets are depreciated at the shorter of lease term or the Group’s depreciation policy for that asset class.

Annual leave entitlements are accrued at amounts expected to be paid. Long service leave is accrued by calculating the probable

future value of the entitlements and discounting back to present value. Obligations to defined contribution superannuation schemes

are recognised as an expense when the contribution is paid.

The Group leases office space, car parks, equipment and cars. Rental contracts are typically made for fixed periods but may have

extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option are

considered. Extension options are only included in the lease term if the lease is reasonably certain to be extended.

Lease liabilities are measured at the present value of the remaining lease payments and discounted using the Group’s incremental

borrowing rate (IBR). Lease liabilities are measured using the effective interest method. Carrying amounts are remeasured only upon

reassessments and lease modifications.

P. 38

19 Related party transactions and balances
Policy

a)

A person or a close member of that person's family if that person:

b)

(a) Transactions with key management personnel

$000'sJune 2020 June 2019

Transactions with key management personnel

Interest income18-

Interest expense(47)(76)

Key management personnel compensation

Short-term employee benefits(8,814)(4,839)

Share-based payment expense(828)(703)

Total transactions with key management personnel(9,671)(5,618)

Due (to) / from key management personnel

Lending239-

Borrowings - deposits(1,646)(3,019)

Total due (to) key management personnel(1,407)(3,019)

iii) Both entities are joint ventures of the same third party;

A person or entity is a related party under the following circumstances:

i) has control or joint control over HGH;

ii) has significant influence over HGH; or

All other transactions with KMPs and their related entities are made on terms equivalent to those that prevail in arm's length

transactions.

Key management personnel (KMP), are those who, directly or indirectly, have authority and responsibility for planning, directing and

controlling the activities of the Group. This includes all executive staff, Directors and their close family members.

KMP receive personal banking and financial investment services from the Group in the ordinary course of business. The terms and

conditions, for example interest rates and collateral, and the risks to the Group are comparable to transactions with other employees

and did not involve more than the normal risk of repayment or present other unfavourable features.

iii) is a member of the key management personnel of HGH.

An entity is related to HGH if any of the following conditions applies:

i) The entity and HGH are members of the same group;

ii) One entity is an associate or joint venture of the other entity;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity

related to HGH;

vi) The entity is controlled, or jointly controlled by a person identified in (a); and

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel

of the entity (or of a parent of the entity).

P. 39

19 Related party transactions and balances (continued)
(b) Transactions with related parties

$000'sJune 2020 June 2019

Southern Cross Building Society Staff Superannuation (SCBS)

Interest expense

33

43

Management fees from SCBS

10

10

ASF Custodians Pty Limited

Audit fees

7

-

Heartland Trust (HT)

Dividend paid

712

583

Heartland Trust held 6,475,976 shares in HGH (2019: 6,475,976 shares).

(c)

$000'sJune 2020 June 2019

Southern Cross Building Society Staff Superannuation

Retail deposits

1,934

2,070

20 Fair value

Policy

Entities within the Group have regular transactions between each other on agreed terms. The transactions include the provision of

administrative services, tax transactions, and customer operations and call centre. Banking facilities are provided by Heartland Bank

Limited to other Heartland Group entities on normal commercial terms as with other customers. There is no lending from subsidiaries

within the Group to HGH.

HGH is the ultimate parent company of the Group.

On initial recognition, the transaction price generally represents the fair value of the financial instrument, unless there is observable

information from an active market that provides a more appropriate fair value.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

The Group measures fair values using the following fair value hierarchy, which reflects the observability of the inputs used in

measuring fair value:

The Trustees of Heartland Trust and certain employees of the Group provided their time and skills to the oversight and operation of

HT at no charge.

Related party transactions between the Group eliminate on consolidation. Related party transactions outside of the Group are as

follows:

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or

dealer price quotations. For all other financial instruments, the Group determines fair value using other valuation techniques.

Other balances with related parties

P. 40

20 Fair value (continued)
(a) Financial instruments measured at fair value

Investments

Finance receivables - reverse mortgages


Mortality and move to care;


Voluntary exits;


House price changes;


No negative equity guarantee; and


Interest rate margin.

Reverse mortgage loans are classified at fair value through profit or loss. On initial recognition the Group considers the transaction

price to represent the fair value of the loan.

When the Group enters into a reverse mortgage loan the Group has set expectations regarding the loan’s current and future risk

profile and expectation of performance. This expectation references a wide range of assumptions including:

For subsequent measurement the Group has considered if the fair value can be determined by reference to a relevant active market

or observable inputs, but has concluded relevant support is not currently available. In the absence of such market evidence the

Group has used valuation techniques (income approach) including actuarial assessments to consider the fair value.

Investments in public sector securities and corporate bonds are classified as being available for sale and are stated at FVOCI, with

the fair value being based on quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable market

inputs (Level 2 under the fair value hierarchy). Refer to Note 11 - Investments for more details.

Investments valued under Level 2 of the fair value hierarchy are valued either based on quoted market prices or dealer quotes for

similar instruments, or discounted cash flows analysis.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as

prices) or indirectly (derived from prices).

Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Investments in unlisted equity securities are classified as being fair valued through profit or loss and are valued under Level 3 of the

fair value hierarchy, with the fair value being based on unobservable inputs.

The Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the

change has occurred.

The following methods and assumptions were used to estimate the fair value of each class of financial asset and liability measured at

fair value on a recurring basis in the consolidated statement of financial position.

P. 41

20 Fair value (continued)
Derivative financial instruments

$000'sLevel 1Level 2 Level 3Total

June 2020

Assets

Investments295,30094,35416,335 405,989

Derivative financial instruments- 17,246- 17,246

Finance receivables - reverse mortgages- - 1,538,585 1,538,585

Total financial assets measured at fair value295,300 111,600 1,554,920 1,961,820

Liabilities

Derivative financial instruments- 17,012- 17,012

Total financial liabilities measured at fair value- 17,012- 17,012

June 2019

Assets

Investments255,87579,04712,435 347,357

Derivative financial instruments- 14,491- 14,491

Finance receivables - reverse mortgages- - 1,318,677 1,318,677

Total financial assets measured at fair value255,87593,538 1,331,112 1,680,525

Liabilities

Derivative financial instruments- 11,147- 11,147

Total financial liabilities measured at fair value- 11,147- 11,147

The Group will continue to reassess the existence of a relevant active market and movements in expectations on an on-going basis.

The following table analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy

into which each fair value measurement is categorised. The amounts are based on the values recognised in the Statement of

Financial Position.

Interest rate and foreign currency related contracts are recognised in the financial statements at fair value. Fair values are

determined from observable market prices as at the reporting date, discounted cash flow models or option pricing models as

appropriate. (Level 2 under the fair value hierarchy).

At balance date the Group does not consider any of the above expectations to have moved outside of the original expectation range.

Therefore the Group has continued to estimate the fair value of the portfolio at transaction price. There has been no fair value

movement recognised in profit or loss during the period. Given the nature of the loan terms and tenor, the fair value as recorded is

regarded as not being highly sensitive to the above assumptions, particularly to house prices and interest rates, that would impact the

fair value at balance date. While noting the significant uncertainty around future economic conditions, based on current judgment

there is no evidence that COVID-19 will have a long-term adverse impact on market conditions, particularly regarding the key

elements of house prices or interest rates, that would materially influence the fair value of the reverse mortgage portfolio at balance

date.

P. 42

20 Fair value (continued)
The movement in Level 3 assets measured at fair value are below:

$000's

InvestmentsTotal

June 2020

As at 1 July 2019

1,318,67712,4351,331,112

New loans

290,488- 290,488

Repayments

(182,653)- (182,653)

Capitalised Interest and fees

91,288- 91,288

Additions

- 1,8031,803

Other

20,7852,09722,882

As at 30 June 2020

1,538,58516,3351,554,920

$000's

InvestmentsTotal

June 2019

As at 1 July 2018

1,129,9569,6941,139,650

Adjustment for NZ IFRS 9

2,882- 2,882

New loans

233,095- 233,095

Repayments

(104,644)- (104,644)

Capitalised Interest and fees

80,999- 80,999

Additions

- 2,7412,741

Other

(23,611)- (23,611)

As at 30 June 2019

1,318,67712,4351,331,112

(b) Financial instruments not measured at fair value

Cash and cash equivalents

Finance receivables

Borrowings

The fair value of deposits, bank borrowings and other borrowings is the present value of future cash flows and is based on the current

market interest rates payable by the Group for the debt of similar maturities. The average current market rate used to fair value

borrowings is 2.24% (2019: 2.59%).

The current weighted average lending rate used to fair value finance receivables with a fixed interest rate was 8.06% (2019: 8.88%).

Finance receivables with a floating interest rate are deemed to be at current market rates. The current amount of credit provisioning

has been deducted from the fair value calculation of finance receivables as a proxy for future losses.

Cash and cash equivalents are measured at amortised cost and their carrying value is considered equivalent to their fair value due to

their short term nature.

Finance Receivables

- Reverse Mortgage

The fair value of the Group's finance receivables is calculated using a valuation technique which assumes the Group's current

weighted average lending rates for loans of a similar nature and term.

The following assets and liabilities of the Group are not measured at fair value in the consolidated statement of financial position.

Finance Receivables

- Reverse Mortgage

P. 43

20 Fair value (continued)
Other financial assets and financial liabilities

TotalTotal

Fair Value Total Fair Carrying Fair Value Total Fair Carrying

$000'sHierarchyValueValue HierarchyValueValue

Assets

Cash and cash equivalentsLevel 1 147,179 147,179Level 1 74,49674,496

Investments

1

Level 27,3757,351Level 27,4327,571

Finance receivablesLevel 2 3,092,150 3,045,195Level 2 3,017,327 3,031,128

Other financial assetsLevel 33,5633,563Level 37,5037,503

Total financial assets3,250,267 3,203,2883,106,758 3,120,698

Liabilities

Retail depositsLevel 2 3,278,483 3,264,192Level 2 3,160,426 3,153,681

Other borrowingsLevel 2 448,626 448,228Level 2 397,643 397,643

Borrowings - securitisedLevel 2 819,305 819,703Level 2 659,925 659,925

Other financial liabilitiesLevel 3 26,75126,751Level 3 16,28416,284

Total financial liabilities4,573,165 4,558,8744,234,278 4,227,533

(c) Classification of financial instruments

Total

Amortised Carrying Total Fair

$000'sFVOCIFVTPLCostValueValue

June 2020

Cash and cash equivalents- - 147,179 147,179 147,179

Investments389,65416,3357,351 413,340 413,364

Finance receivables- - 3,045,195 3,045,195 3,092,150

Finance receivables - reverse mortgages- 1,538,585- 1,538,585 1,538,585

Derivative financial instruments3217,213- 17,24617,246

Other financial assets- - 3,5633,5633,563

Total financial assets389,686 1,572,133 3,203,288 5,165,108 5,212,087

Retail deposits- - 3,264,192 3,264,192 3,278,483

Other borrowings- - 1,267,931 1,267,931 1,267,931

Derivative financial instruments15,4081,604- 17,01217,012

Other financial liabilities- - 26,75126,75126,751

Total financial liabilities15,4081,604 4,558,874 4,575,886 4,590,177

The following table summarises the categories of financial instruments and the carrying value and fair value of all financial

instruments of the Group:

1

Included within investments are bank deposits which are held to support the Group's contractual cash flows. Such investments are measured at

amortised cost.

Financial instruments such as short-term trade receivables and payables are considered equivalent to their carrying value due to

their short term nature.

The following table sets out financial instruments not measured at fair value, compares their carrying value against their fair value

and analyses them by level in the fair value hierarchy.

June 2020June 2019

P. 44

20 Fair value (continued)
Total

Amortised Carrying Total Fair

$000'sFVOCIFVTPLCostValueValue

June 2019

Cash and cash equivalents- - 74,49674,49674,496

Investments334,92212,4357,571 354,928 354,789

Finance receivables- - 3,031,128 3,031,128 3,017,327

Finance receivables - reverse mortgages- 1,318,677- 1,318,677 1,318,677

Derivative financial instruments2,82511,666- 14,49114,491

Other financial assets- - 7,5037,5037,503

Total financial assets337,747 1,342,778 3,120,698 4,801,223 4,787,283

Retail deposits- - 3,153,681 3,153,681 3,160,426

Other borrowings- - 1,057,568 1,057,568 1,057,568

Derivative financial instruments9,8931,254- 11,14711,147

Other financial liabilities- - 16,28416,28416,284

Total financial liabilities9,8931,254 4,227,533 4,238,680 4,245,425

P. 45

Risk Management
21 Enterprise risk management program

Role of the Board and the Board Risk Committee

• To advise the Board on the formulation of the Board's Risk Appetite Statement at least annually.



Audit Committee

Internal Audit

To review any reports, policies, standards, other risk documents or matters, or minutes which have been prepared by or in

respect of the HGH's Board, Risk Committee, or Executive Risk Committee as it may see fit, and to advise the Board in relation

thereto.

To advise and make recommendations to the Board as to the key parameters for ICAAP, delegated authorities, risk appetite and

stress testing for its subsidiary, Heartland Bank Limited.

The BRC consists of three non-executive directors. All three members of the BRC sit on the Audit Committee. In addition, the

directors who are not members of the BRC are entitled to attend meetings and to receive copies of the BRC papers.

Charters for both the BRC and Audit Committee ensure suitable cross representation to allow effective communication pertaining to

identified issues with oversight by the Board.

The board of directors (the Board) sets and monitors the Group’s risk appetite across the primary risk domains of credit, capital,

liquidity, market (including interest rate), operational and compliance and general business risk. Management are, in turn, responsible

for ensuring appropriate structures, policies, procedures and information systems are in place to actively manage these risk domains,

as outlined within the Enterprise Risk Management Framework (ERMF). Collectively, these processes are known as the Group's

Enterprise Risk Management Program (RMP).

The Board, through its Board Risk Committee (BRC) is responsible for oversight and governance of the development of the RMP.

The role of the BRC is to assist the Board to formulate its risk appetite, and to monitor the effectiveness of the RMP. The BRC has the

following specific responsibilities:

The Group has an Internal Audit function, the objective of which is to provide independent, objective assurance over the internal

control environment. In certain circumstances, Internal Audit will provide risk and control advice to Management provided the work

does not impede the independence of the Internal Audit function. The function assists the Group in accomplishing its objectives by

bringing a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control, and

governance processes.

The Audit Committee focuses on financial reporting and application of accounting policies as part of the internal control and risk

assessment framework. The Audit Committee monitors the identification, evaluation and management of all significant risks through

the Group. This work is supported by internal audit, which provides an independent assessment of the design, adequacy and

effectiveness of internal controls. The Audit Committee receives regular reports from internal audit.

P. 46

21Enterprise risk management program (continued)
Asset and Liability Committee (ALCO)

• Market risk (including non-traded interest rate risk and the investment of capital)

• Liquidity risk (including funding)

• Foreign exchange rate risk

• Balance sheet structure

• Capital management

Internal Audit is allowed full, free and unfettered access to any and all of the organisation’s records, personnel and physical properties

deemed necessary to accomplish its activities.

A regular cycle of review has been implemented to cover all areas of the business, focused on assessment, management and control

of risks identified. The audit plan takes into account cyclical review of various business units and operational areas, as well as

identified areas of higher identified risk. The audit methodology is designed to meet the International Standards for the Professional

Practice of Internal Auditing of The Institute of Internal Auditors.

Each audit has specific audit procedures tailored to the area of business that is being reviewed. The audit procedures are updated

during each audit to reflect any process changes. Audit work papers are completed to evidence the testing performed in accordance

with the audit procedures.

The ALCO comprises the CEO HGH, CEO HBL, GCRO, CFO, Chief Legal & Bank Risk Officer, Treasurer, Head of Retail, Financial

Controller HBL and Chief Distribution Officer. The ALCO generally meets monthly, and provides reports to the BRC. ALCO's specific

responsibilities include decision making and oversight of risk matters in relation to:

Audit reports are addressed to the manager of the relevant area that is being audited in addition to other relevant stakeholders within

the Bank. Management comments are obtained from the process owner(s) and are included in the report.

The Head of Internal Audit has a direct reporting line to the Chairman of the Audit Committee whilst administratively reporting to the

Chief Legal & Bank Risk Officer. Internal audit has accountability to the Audit Committee of the Group. A schedule of all outstanding

internal control issues is maintained and presented to the Audit Committee to assist the Audit Committee to track the resolution of

previously identified issues. Any issues raised that are categorised as high risk are specifically reviewed by internal audit during a

follow up review once the issue is considered closed by management. The follow up review is performed with a view to formally close

out the issue.

P. 47

21Enterprise risk management program (continued)
Operational and compliance risk




Market risk

Interest rate risk





The third line of defence is Internal Audit which is responsible for independently assessing how effectively the Group is managing

its risk according to the stated risk appetite.

The second line of defence is the Risk and Compliance function, responsible for the design and ownership of the Operational Risk

Management Framework. It incorporates key processes including Risk and Control Self-Assessment (RCSA), incident

management, independent evaluation of the adequacy and effectiveness of the internal control framework, and the attestation

process.

Market risk is the possibility of experiencing losses or gains due to factors affecting the overall performance of financial markets in

which the Group is exposed. The primary market risk exposures for the Group are interest rate risk and foreign exchange risk. The

risk being that market interest rates or foreign exchange rates will change and adversely impact on the Group’s earnings due to either

adverse moves in foreign exchange market rates or in the case of interest rate risks mismatches between repricing dates of interest

bearing assets and liabilities and/or differences between customer pricing and wholesale rates.

Mismatches between the repricing dates of interest bearing assets and liabilities (yield curve and repricing risk);

Banking products repricing differently to changes in wholesale market rates (basis risk);

Operational and compliance risk is the risk arising from day to day operational activities in the execution of the Group's strategy which

may result in direct or indirect losses. Operational and compliance risk losses can occur as a result of fraud, human error, missing or

inadequately designed processes, failed systems, damage to physical assets, improper behaviour, or from external events. The

losses range from direct financial losses, to reputational damage, unfavourable media attention, injury to or loss of staff or clients or

as a breach of laws or banking regulations. Where appropriate, risks are mitigated by insurance.

To ensure appropriate responsibility is allocated for the management, reporting and escalation of operational and compliance risk, the

Group operates a “three lines of defence” model which outlines principles, responsibilities and accountabilities for operational and

compliance risk management:

Refer Note 24 - Interest rate risk for further details regarding interest rate risk.

The first line of defence is the business line management of the identification, management and mitigation of the risks associated

with the products and processes of the business. This accountability includes regular testing and attestation of the adequacy and

effectiveness of controls and compliance with the Group's policies.

The effect of internal or market forces on a bank’s net interest margin where, for example, in a low rate environment any fall in

rates will further decrease interest income earned on the assets whereas funding cost cannot be reduced as it is already at the

minimum level (margin compression risk).

Loan prepayment or deposit early withdrawal behaviour from customers that deviates from the expected or contractually agreed

behaviour (optionality risk); and

Interest rate risk refers to exposure of an entity’s earnings and / or capital because of a mismatch between the interest rate exposures

of its assets and liabilities. Interest rate risk for the Group arises from the provision of non-traded retail banking products and services

and from traded wholesale transactions entered into to reduce aggregate interest rate risk (known as hedges). This risk arises from

four key sources:

P. 48

21Enterprise risk management program (continued)
Foreign exchange risk

Counterparty Credit Risk


• Finance receivables;



22 Credit risk exposure


Credit origination meets agreed levels of credit quality at point of approval;


Sector concentrations are monitored;


Maximum total exposure to any one debtor is actively managed; and


Changes to credit risk are actively monitored with regular credit reviews.

Profit translation risk is the risk that deviations in exchange rates have a significant impact on the reported profit. Balance sheet

translation risk is the risk that whilst the foreign currency value of the net investment in a subsidiary may not have changed, when

translated back to the New Zealand dollars (NZD), the NZD value has changed materially due to movements in the exchange rates.

Foreign exchange revaluation gains and losses are booked to the foreign currency translation reserve. Foreign exchange rate

movements in any given year may have an impact on other comprehensive income. The Group manages this risk by setting and

approving the foreign exchange rate for the upcoming financial year and entering into hedging contracts to manage the foreign

exchange translation risks.

Credit risk is managed to achieve sustainable risk-reward performance whilst maintaining exposures within acceptable risk “appetite”

parameters. This is achieved through the combination of governance, policies, systems and controls, underpinned by commercial

judgement as described below.

Counterparty credit risk is managed against limits set in the Market Risk Policy including credit exposure on derivative contracts,

bilateral set-off arrangements, cash and cash equivalents and investment securities.

Credit risk is the risk that a borrower will default on any type of debt by failing to make payments which it is obligated to make. The risk

is primarily that of the lender and includes loss of principal and interest, disruption to cash flows and increased collection costs.

To manage this risk, HBL's Executive Risk Committee (ERC) oversees the formal credit risk management strategy. The ERC reviews

the Group's credit risk exposures typically on a monthly basis. The credit risk management strategies aim to ensure that:

The Group has on-going credit exposure associated with:

Cash and cash equivalents;

Holding of investment securities; and

Payments owed to the Group from risk management instruments.

The BRC also oversees the Group's credit risk exposures to monitor overall risk metrics having regard to risk appetite set by the

Board.

Foreign exchange risk is the risk that the Group’s earnings and shareholder equity position are adversely impacted from changes in

foreign exchange rates. The Group has exposure to foreign exchange translation risks through its Australian subsidiaries (which have

a functional currency of AUD), in the forms of profit translation risk and balance sheet translation risk.

P. 49

22 Credit risk exposure (continued)
Reverse mortgage loans and negative equity risk

Business Finance Guarantee Scheme

Maximum exposure to credit risk at the relevant reporting dates

$000'sJune 2020 June 2019

Cash and cash equivalents147,17974,496

Investments397,005 342,493

Finance receivables3,045,195 3,031,128

Finance receivables - reverse mortgages1,538,585 1,318,677

Derivative financial assets17,24614,491

Other financial assets3,5637,503

Total on balance sheet credit exposures5,148,773 4,788,788

The Group employs a process of hindsighting loans to ensure that credit policies and the quality of credit processes are maintained.

Reverse mortgage loans are a form of mortgage lending designed for the needs of people over 60 years. These loans differ to

conventional mortgages in that they typically are not repaid until the borrower ceases to reside in the property. Further, interest is not

required to be paid, it is capitalised into the loan balance and is repayable on termination of the loan. As such, there are no incoming

cash flows and therefore no default risk to manage during the term of the loan. Negative equity risk arises from the promise by the

Group that the maximum repayment amount is limited to the net sale proceeds of the borrowers' property.

HBL's BRC has authority for approval of all credit exposures. Lending authority has been provided to the HBL's Credit Committee,

and to the business units under a detailed Delegated Lending Authority framework. Application of credit discretions in the business

operation are monitored through a defined review and hindsight structure as outlined in the Credit Risk Oversight Policy. Delegated

Lending Authorities are provided to individual officers with due cognisance of their experience and ability. Larger and higher risk

exposures require approval of senior management, the Credit Committees and ultimately through to HBL's BRC.

The Group’s exposure to negative equity risk is managed by the Credit Risk Oversight Policy in conjunction with associated lending

standards specific for this product. In addition to usual criteria regarding the type, and location, of security property that the Group will

accept for reverse mortgage lending, a key aspect of the Group's policy is that a borrower’s age on origination of the reverse

mortgage loan will dictate the loan-to-value ratio of the reserve mortgage on origination. Both New Zealand and Australia reverse

mortgage operations are similarly aligned. The policy is managed and reviewed periodically to ensure appropriate consistency across

locations.

The following table represents the maximum credit risk exposure, without taking account of any collateral held. The exposures set out

below are based on net carrying amounts as reported in the consolidated statement of financial position.

HBL, along with other registered banks in New Zealand, has entered into a Deed of Indemnity with the New Zealand Government to

implement the New Zealand Governments Business Finance Guarantee Scheme. The purpose of the scheme is to provide short term

credit to eligible small and medium size businesses, who have been impacted by economic effects of COVID 19. The scheme allows

banks to lend to a maximum of $500,000 for a maximum of three years. The New Zealand Government will guarantee 80% of any

loss incurred (credit risk) with HBL holding the remaining 20%. As at 30 June 2020 the Group had a total exposure of $6.5 million to

its customers under the scheme.

Impact of COVID-19 has been considered by the Group as outlined in Note 8 - Impaired asset expense.

P. 50

22 Credit risk exposure (continued)
Concentration of credit risk by geographic region

$000'sJune 2020 June 2019

New Zealand3,855,199 3,686,867

Australia1,060,894 906,261

Rest of the world

1

295,349 254,151

5,211,442 4,847,279

Provision for impairment(62,669) (58,491)

Total on balance sheet credit exposures5,148,773 4,788,788

Concentration of credit risk by industry sector

$000'sJune 2020 June 2019

Agriculture625,141 689,089

Forestry and fishing145,045 132,545

Mining12,99313,695

Manufacturing75,65970,740

Finance and insurance596,772 430,532

Wholesale trade39,54040,869

Retail trade and accommodation232,664 237,342

Households2,603,760 2,428,705

Other business services163,801 170,013

Construction197,174 186,843

Rental, hiring and real estate services142,467 148,502

Transport and storage257,634 237,451

Other118,79260,953

5,211,442 4,847,279

Provision for impairment(62,669) (58,491)

Total on balance sheet credit exposures5,148,773 4,788,788

Commitments to extend credit

$000'sJune 2020 June 2019

Undrawn facilities available to customers248,868 177,316

Conditional commitments to fund at future dates58,04514,286

As at 30 June 2020 there was no undrawn lending commitments available to counterparties for whom drawn balances were classified

as individually impaired (2019: nil).

The Australian and New Zealand Standard Industrial Classification (ANZSIC) codes have been used as the basis for categorising

customer industry sectors.

1

These overseas assets are primarily NZD-denominated investments in AA+ and higher rated securities issued by offshore supranational agencies

("Kauri Bonds").

P. 51

22 Credit risk exposure (continued)
Credit risk grading

Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecifically

$000's

ECL Impaired Impaired Provided Fair ValueTotal

Judgemental portfolio

Grade 1 - Very Strong28- - - - 28

Grade 2 - Strong9,323- - - - 9,323

Grade 3 - Sound65,084- 189- - 65,273

Grade 4 - Adequate509,1545,1174,238- - 518,509

Grade 5 - Acceptable817,1904,6131,938- - 823,741

Grade 6 - Monitor- 112,5862,558- - 115,144

Grade 7 - Substandard- 27,28917,652- - 44,941

Grade 8 - Doubtful- - - 16,025- 16,025

Grade 9 - At risk of loss- - - 8,642- 8,642

Total judgemental portfolio1,400,779 149,60526,57524,667- 1,601,626

Total behavioural portfolio1,425,42933,65547,154- 1,538,585 3,044,823

Gross finance receivables2,826,208 183,26073,72924,667 1,538,585 4,646,449

Provision for impairment(32,420)(2,166) (22,782)(5,301)- (62,669)

Total finance receivables2,793,788 181,09450,94719,366 1,538,585 4,583,780

The Group's finance receivables are monitored either by account behaviour (Behavioural portfolio) or a regular assessment of their

credit risk grade based on an objective review of defined risk characteristics (Judgemental portfolio).

Finance receivables - reverse mortgages have no arrears characteristics and are assessed on origination against a pre-determined

criteria.

The Judgemental portfolio consists mainly of business and rural lending where an on-going and detailed working relationship with the

customer has been developed while the Behavioural portfolio consists of consumer, retail and smaller business receivables.

Judgemental loans are individually risk graded based on loan status, financial information, security and debt servicing ability.

Exposures in the Judgemental portfolio are credit risk graded by an internal risk grading mechanism where grade 1 is the strongest

risk. Grade 8 and grade 9 are the weakest risk grades where a loss is probable. Behavioural loans are managed based on their

arrears status.

Upon adoption of NZ IFRS 9 all loans past due but not impaired have been categorised into three impairments stages (see Note 8)

which are in most cases based on arrears status. If a Judgemental loan is risk graded 6 or above it will be classified as stage 2 as a

minimum and carry a provision based on lifetime expected credit losses.

June 2020

P. 52

22 Credit risk exposure (continued)
Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecifically

$000's

ECL Impaired Impaired Provided

Fair Value

Total

June 2019

Judgemental portfolio

Grade 1 - Very Strong7- - - - 7

Grade 2 - Strong8,685- - - - 8,685

Grade 3 - Sound86,109- 71- - 86,180

Grade 4 - Adequate478,6823,7075,478- - 487,867

Grade 5 - Acceptable851,8734,8354,854- - 861,562

Grade 6 - Monitor- 142,1225,031- - 147,153

Grade 7 - Substandard- 22,9133,450- - 26,363

Grade 8 - Doubtful- - - 15,391- 15,391

Grade 9 - At risk of loss- - - 11,021- 11,021

Total Judgemental portfolio1,425,356 173,57718,88426,412- 1,644,229

Total Behavioural portfolio1,373,92633,30538,159- 1,318,677 2,764,067

Gross finance receivables2,799,282 206,88257,04326,412 1,318,677 4,408,296

Provision for impairment(30,422)(1,781) (18,425)(7,863)- (58,491)

Total finance receivables2,768,860 205,10138,61818,549 1,318,677 4,349,805

P. 53

23 Liquidity risk
RBNZ facilities

$000'sJune 2020 June 2019

Cash and cash equivalents147,17974,496

Investments397,005 342,493

Undrawn committed bank facilities390,762 219,631

Total liquidity934,946 636,620

Liquidity risk is the risk that the Group is unable to meet its payment obligations as they fall due. The timing mismatch of cash flows

and the related liquidity risk in all banking operations and is closely monitored by the Group.

Measurement of liquidity risk is designed to ensure that the Group has the ability to generate or obtain sufficient cash in a timely

manner and at a reasonable price to meet its financial commitments on a daily basis.

The Group’s exposure to liquidity risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out

the nature of the risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is

to derive the most appropriate strategy for the Group in terms of a mix of assets and liabilities given its expectations of future cash

flows, liquidity constraints and capital adequacy. The Group employs asset and liability cash flow modelling to determine appropriate

liquidity and funding strategies.

In March 2020, HBL was onboarded by the RBNZ as an approved counterparty and executed a 2011 Global Master Repo Agreement

providing an additional source for intra-day liquidity for the Group if required.

On 16 March 2020, as a result of COVID-19, the RBNZ announced that it would provide term funding through a Term Auction Facility

to give banks the ability to access term funding using repurchase agreements with qualifying collateral for a term of up to twelve

months. From 26 May 2020, the RBNZ also made available, for a period of 6 months, a Term Lending Facility to offer loans for a fixed

term of three years at the Official Cash Rate, with access to the funds linked to HBL’S lending under the BFGS. The Group had not

utilised either of these facilities as at 30 June 2020.

The Group holds the following liquid assets and committed funding sources for the purpose of managing liquidity risk:

P. 54

23 Liquidity risk (continued)
Contractual liquidity profile of liabilities

On0-66-121-22-55+

$000'sDemand Months MonthsYearsYearsYearsTotal

June 2020

Financial liabilities

Retail deposits813,140 1,418,656 833,440 162,22186,615- 3,314,072

Other borrowings- 13,51761,038 196,835 1,039,462- 1,310,852

Lease liabilities- 1,4001,4155,7307,6347,08523,264

Derivative financial liabilities- 5,7224,6655,2971,354- 17,038

Other financial liabilities- 26,751- - - - 26,751

Total financial liabilities813,140 1,466,046 900,558 370,083 1,135,0657,085 4,691,977

248,868- - - - - 248,868

Undrawn committed bank facilities390,762- - - - - 390,762

June 2019

Financial liabilities

Retail deposits895,290 1,415,994 605,804 224,54573,0341,680 3,216,347

Other borrowings- 75,19815,03281,915 977,044- 1,149,189

Derivative financial liabilities- 4,7517,76910,5525,741- 28,813

Other financial liabilities- 16,284- - - - 16,284

Total financial liabilities895,290 1,512,227 628,605 317,012 1,055,8191,680 4,410,633

102,285- - - - - 102,285

Undrawn committed bank facilities219,631- - - - - 219,631

The contractual cash flows presented below may differ significantly from actual cash flows. This occurs as a result of future actions by

the Group and its counterparties, such as early repayments or refinancing of term loans and borrowings. Deposits and other public

borrowings include customer savings deposits and transactional accounts, which are at call. These accounts provide a stable source

of long term funding for the Group.

Undrawn facilities available to

customers

Undrawn facilities available to

customers

The following tables present the Group's liabilities by relevant maturity groupings based upon contractual maturity date. The amounts

disclosed in the tables represent undiscounted future principal and interest cash flows. As a result, the amounts in the tables below

may differ to the amounts reported on the consolidated statement of financial position.

P. 55

24 Interest rate risk
• Monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities;

• Monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposures; and


Contractual repricing analysis

Non-

0-33-66-121-22+ Interest

$000'sMonths Months MonthsYearsYears BearingTotal

June 2020

Financial assets

Cash and cash equivalents147,172- - - - 7 147,179

Investments43,86318,42552,70859,296 222,71316,335 413,340

Finance receivables1,522,837 198,446 352,076 557,569 400,65813,609 3,045,195

Derivative financial assets- - - - - 17,24617,246

Other financial assets- - - - - 3,5633,563

Total financial assets3,252,457 216,871 404,784 616,865 623,37150,760 5,165,108

Financial liabilities

Retail deposits1,616,521 585,482 815,366 155,21977,65513,949 3,264,192

Other borrowings976,638970- - 290,323- 1,267,931

Derivative financial liabilities- - - - - 17,01217,012

Lease liabilities- - - - - 20,45620,456

Other financial liabilities- - - - - 26,75126,751

Total financial liabilities2,593,159 586,452 815,366 155,219 367,97878,168 4,596,342

Net financial assets / (liabilities) 1,217,253 (420,930) (649,719) 224,434 225,136 (27,408) 568,766

557,955 (51,349) (239,137) (237,212) (30,257)- -

The Group's market risk is derived primarily of exposure to interest rate risk, predominantly from raising funds through the retail and

wholesale deposit market, the debt capital markets and committed and uncommitted bank funding, securitisation of receivables, and

offering loan finance products to the commercial and consumer market in New Zealand and Australia.

The Group’s exposure to market risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out

the nature of risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to

derive the most appropriate strategy for the Group in terms of the mix of assets and liabilities given its expectations of the future and

the potential consequences of interest rate movements, liquidity constraints and capital adequacy.

The interest rate risk profile of financial assets and liabilities that follows has been prepared on the basis of maturity or next repricing

date, whichever is earlier.

Entering into derivatives to hedge against movements in interest rates.

To manage this market risk, the Group measures sensitivity to interest rate changes by assessing the change in the fair value of the

position to a +/- 1 basis point shock to the curve (that is multiplied by 100), with basis point sensitivity limits set according to the Risk

Appetite Statement and Market Risk Policy. The Group also manages interest rate risk by:

1,538,585- - - - - 1,538,585

Finance receivables - reverse

mortgages

Effect of derivatives held for risk

management

P. 56

24 Interest rate risk (continued)
Non-

0-33-66-121-22+ Interest

$000'sMonths Months MonthsYearsYears BearingTotal

June 2019

Financial assets

Cash and cash equivalents74,490- - - - 674,496

Investments24,09715,36891,24862,048 149,73212,435 354,928

Finance receivables1,553,748 206,801 337,236 537,300 386,8709,173 3,031,128

Derivative financial assets- - - - - 14,49114,491

Other financial assets- - - - - 7,5037,503

Total financial assets2,971,012 222,169 428,484 599,348 536,60243,608 4,801,223

Financial liabilities

Retail deposits1,614,124 519,676 729,734 212,57565,88711,685 3,153,681

Other borrowings772,134- - - 285,434- 1,057,568

Derivative financial liabilities- - - - - 11,14711,147

Other financial liabilities- - - - - 16,28416,284

Total financial liabilities2,386,258 519,676 729,734 212,575 351,32139,116 4,238,680

Effect of derivatives held for

risk management

Net financial assets / (liabilities)547,965 (134,758) (262,275) 73,589 333,5304,492 562,543

1,318,677

The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and affect profit or loss.

(36,789) 162,74938,975 (313,184) 148,249- -

Finance receivables - reverse

mortgages

1,318,677- - - - -

P. 57

Other Disclosures
25Significant subsidiaries

Proportion of ownership

and voting power held

Country of Incorporation

Significant Subsidiariesand Place of Business Nature of BusinessJune 2020 June 2019

Heartland Bank LimitedNew ZealandBank100%100%

VPS Properties LimitedNew ZealandInvestment property holding company100%100%

MARAC Insurance Limited New ZealandInsurance services100%100%

26 Structured entities

(a) Heartland Cash and Term PIE Fund (Heartland PIE Fund)

$000'sJune 2020 June 2019

Deposits166,676 146,094

(b) Seniors Warehouse Trust, Seniors Warehouse Trust No.2 (together the SW Trusts) and ASF Settlement Trust (ASF Trust)

$000'sJune 2020 June 2019

Cash and cash equivalents26,4916,112

Finance receivables - reverse mortgages929,179 756,454

Other borrowings(783,373) (659,925)

100%

100%

100%

100%

Australia

Australia

Heartland Australia Holdings Pty

Limited

A structured entity is one which has been designed such that voting or similar rights are not the dominant factor in deciding who controls

the entity. Structured entities are created to accomplish a narrow and well-defined objective such as the securitisation or holding of

particular assets, or the execution of a specific borrowing or lending transaction. Structured entities are consolidated where the

substance of the relationship is that the Group controls the structured entity.

Heartland Australia Group Pty

Limited

SW Trusts and ASF Trust (collectively the Trusts) form part of ASF's reverse mortgage business and were set up by ASF as asset

holding entities. The Trustee for the Trusts is ASF Custodians Pty Limited and the Trust Manager is ASF. The reverse mortgage loans

held by the Trusts are set aside for the benefit of the investors in the Trusts. The balances of SW Trusts and ASF Trust are represented

as follows:

100%

Australian Seniors Finance Pty

Limited

Financial services

Financial services

Management services

100%

Australia

The Group controls the operations of the Heartland PIE Fund which is a portfolio investment entity that invests in the Group's deposits.

Investments of Heartland PIE Fund are represented as follows:

P. 58

26 Structured entities (continued)
(c) Heartland Auto Receivables Warehouse Trust 2018-1 (Auto Warehouse)

$000'sJune 2020 June 2019

Cash and cash equivalents5,493555

Finance receivables78,066-

Other borrowings(79,012)(559)

27 Staff share ownership arrangements

(a) Share-based compensation plan details

Heartland performance rights plan (PR plan)

PR Plan 2022 Tranche (PR plan 2022)

Performance rights will vest on the measurement date to the extent these criteria have been met, but subject to caps and also to

retesting on a later measurement date if the criteria are not met on the initial measurement date.

The PR plan was established to enhance the alignment of participants' interests with those of the Group’s shareholders. Under the PR

plan participants are issued performance rights which will entitle them to receive shares in the Group. As at June 2020, there were 3

tranches being 2017, 2018 and 2022. The 2017 and 2018 tranche rules have been aligned to the PR Plan 2022, and therefore they all

have the same terms and conditions applying regarding participants, awarding of PR, measurement date and vesting as outlined below:

The number of performance rights offered is determined by the participant’s long-term incentive (LTI) value over the volume weighted

average price (VWAP) of the Group's ordinary shares on the NZX Main Board for the 20 business days immediately before (and

excluding) the issue date. The issue date is 14 September 2019. Performance rights do not entitle participants to dividends or voting

rights.

The Group operates a number of share-based compensation plans that are equity settled. The fair value determined at the grant date is

expensed on a straight line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest,

with a corresponding increase in equity. At the end of each reporting period the Group revises its estimate of the number of equity

instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the

cumulative expense reflects the revised estimate, with a corresponding adjustment to the employee benefits reserve.

The Auto Warehouse securitises motor loan receivables as a source of funding.

The Group continues to recognise the securitised assets and associated borrowings in the consolidated statement of financial position

as the Group remains exposed to and has the ability to affect variable returns from those assets and liabilities. Although the Group

recognises those interests in Auto Warehouse, the loans sold to Auto Warehouse are set aside for the benefit of investors in Auto

Warehouse and other depositors and lenders to the Group have no recourse to those assets.

The performance rights are issued subject to the participants’ continued employment with the Group until the measurement date and the

Group achieving its financial measures, strategic objectives and culture and conduct objectives, over the period commencing 1 July

2019 and ending on 30 June 2022. The targets are dynamic and may be adjusted by the Board from time to time in order to account for

unanticipated capital changes during the performance period. The measurement date is the business days following the date on which

the Group announces its full year results for the financial year ended 2022.

P. 59

27 Staff share ownership arrangements (continued)
PR Plan

SES

1

Number of Number of

RightsShares

1 July 20193,121,340-

Granted(816,858)-

Issued1,230,740-

Forfeited(318,295)-

3,216,927-

1 July 20183,180,298 1,858,676

Granted

- (1,858,676)

Issued293,759-

Forfeited(352,717)-

30 June 20193,121,340-

1

Senior Executive Scheme (SES) was established in June 2016 and terminated in June 2019.

(b) Effect of share-based payment transactions

$000'sJune 2020 June 2019

Award of Shares

SES- 327

PR Plan516341

Total expense recognised516668

(c) Number of rights outstanding at 30 June 2020

Rights

Remaining

Rights

Remaining

000'sOutstandingYears OutstandingYears

PR plan - 2016- - 823-

PR Plan - 20172,03922,0392

PR Plan - 201825922592

PR Plan - 20229192- -

Total3,2173,121

June 2020June 2019

30 June 2020

As at 30 June 2020, $1.9 million of the share scheme awards remain unvested and not expensed (2019: $0.59 million). This expense

will be recognised over the vesting period of the awards.

P. 60

28 Insurance business, securitisation, funds management, other fiduciary activities
Insurance business

The Group conducts insurance business through its subsidiary MIL.

Securitisation, funds management and other fiduciary activities

29 Concentrations of funding

(a) Concentrations of funding by industry

$000'sJune 2020 June 2019

Agriculture109,26868,559

Forestry and fishing14,90125,360

Mining3561

Manufacturing6,97611,233

Finance and insurance1,431,320 1,149,034

Wholesale trade10,85511,520

Retail trade and accommodation20,42319,730

Households2,263,668 2,340,764

Rental, hiring and real estate services41,34830,110

Construction19,70215,338

Other business services63,69757,360

Transport and storage4,5524,416

Other 97,150 140,084

4,083,895 3,873,569

Unsubordinated notes448,228 337,680

Total borrowings4,532,123 4,211,249

(b) Concentration of funding by geographical area

$000'sJune 2020 June 2019

New Zealand3,470,744 3,404,163

Rest of the world1,061,379 807,086

Total borrowings4,532,123 4,211,249

The Group's aggregate amount of insurance business comprises the total consolidated assets of MIL of $10.9 million (2019: $12.9

million), which represents 0.2% of the total consolidated assets of the Group.

The Australian and New Zealand Standard Industrial Classification (ANZSIC) codes have been used as the basis for categorising

customer industry sectors:

Changes to the Group’s involvement in securitisation activities are set out in Note 26. There have been no material changes to the

Group’s involvement in funds management and other fiduciary activities during the year.

During the current year the Group has undertaken a strategic review of its insurance business in line with its core banking business. The

Group has entered into a distribution agreement with DPL to distribute DPL's insurance products through its network and has stopped

writing insurance policies in February 2020. The Group will gradually exit from the insurance business as the existing written policies

expire over time.

P. 61

30 Contingent liabilities and commitments
$000'sJune 2020 June 2019

Letters of credit, guarantee commitments and performance bonds6,5156,757

Total contingent liabilities6,5156,757

Undrawn facilities available to customers248,868 177,316

Conditional commitments to fund at future dates58,04514,286

Total commitments306,913 191,602

31 Events after the reporting date

The Group declared a fully imputed dividend of 2.5 cents per share on 17 September 2020, to be paid to share holders on 9 October

2020.

Following the confirmation of further community spread of COVID-19 with unknown origin, the Government announced on 12 August

2020 that New Zealand’s COVID-19 Alert Levels will change, with the Auckland region (Wellsford to Pukekohe) moving to Alert Level 3

and the rest of New Zealand moving to Alert Level 2. Following that, the Auckland region moved to Alert Level 2 from 31 August 2020.

This did not have any impact on Group's estimates and judgements (refer to Note 1 - Financial statements preparation).

There were no other events subsequent to the reporting period which would materially affect the consolidated financial statements.

Funding facility

On 15 September 2020, the Group announced that a funding facility of AU$142 million had been secured for its Australian reverse

mortgages portfolio.

Dividend

Contingent liabilities and credit related commitments arising in respect of the Group's operations were:

The Group in the ordinary course of business will be subject to claims and proceedings against it whereby the validity of the claim will

only be confirmed by uncertain future events. In such circumstances the contingent liabilities are possible obligations, or present

obligations if known, where the transfer of economic benefit is uncertain or cannot be reliable measured. Contingent Liabilities are not

recognised, but are disclosed, unless they are remote. Where some loss is probable, provisions have been made on a case by case

basis.

COVID-19 pandemic update

P. 62

© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

63

Independent Auditor’s Report

To the shareholders of Heartland Group Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 30 June 2020;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

In our opinion, the accompanying consolidated

financial statements of Heartland Group Holdings

Limited and its subsidiaries (the “Group”) on pages

6 to 62:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2020 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to the review of the Group’s consolidated

interim financial statements, regulatory assurance services, agreed upon procedure engagements and supervisor

reporting. Subject to certain restrictions, partners and employees of our firm may also deal with the Group on

normal terms within the ordinary course of trading activities of the business of the Group. These matters have

not impaired our independence as auditor of the Group. The firm has no other relationship with, or interest in, the

Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $5,470,000 determined with reference to a benchmark of the Group’s normalised profit

before tax. We chose the benchmark because, in our view, this is a key measure of the Group’s performance.

We agreed with the Audit Committee that we would report to them, misstatements identified during our audit

above $270,000 as well as misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

64
Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

Key changes in the assessment of audit risks

Covid-19

The Covid-19 pandemic has created significant additional risks across a number of areas of the business,

particularly the assessment of the provision for impairment of finance receivables. All forward looking

assumptions are inherently more uncertain during these unprecedented times. While the key audit matter

"Provision for impairment of finance receivables", detailed below, is unchanged from last year, the underlying

audit risk has increased which impacted the extent and nature of audit evidence that we had to gather.

The key audit matter How the matter was addressed in our audit

Provision for impairment of finance receivables

Refer to notes 1 and 13 to the consolidated financial statements.

The provision for impairment of finance

receivables is a key audit matter due to the

financial significance and the inherent

complexity of the Group’s expected credit

loss (“ECL”) models.

Significant judgement and estimates are

required to incorporate forward-looking

information to reflect future economic

conditions, including the potential economic

impact of the Covid-19 pandemic and other

assumptions such as defining a significant

increase in credit risk (“SICR”).

The collective provision is estimated through

the ECL model which uses historical data,

adjusted for forward looking information and

the assigned risk grade or arrears status.

Additionally, management apply judgement

in the determination of provision overlays to

adjust for future market conditions.

The level of judgement involved in

determining the provision for collectively

impaired assets requires us to challenge the

appropriateness of management’s

assumptions.

The provision for individually impaired assets

is based on the application of management

judgement regarding expected future

cashflows, which are inherently uncertain.

Together with KPMG credit risk specialists we assessed the Group’s

collective and individual provisions. Our procedures, amongst others,

included:

⎯ Assessing the Group’s governance and oversight, including the

continuous reassessment of overall provisioning;

⎯ Assessing the Group’s significant accounting policies and ECL

modelling methodology against the requirements of the

standards and underlying accounting records;

⎯ Testing key controls including the arrears calculations, customer

loan ratings, annual loan reviews, credit risk reviews and data

reconciliations between the ECL models and source systems;

⎯ Assessing the model output against actual losses incurred by the

Group;

⎯ Challenging the key assumptions, including forward looking

economic assumptions, against external information including

benchmarking management’s estimates to a range of different

market forecasts;

⎯ Evaluating individual credit assessments for a sample of ‘rural’

and other ‘corporate’ loans on management’s credit watchlist.

This included inspection of the latest correspondence with the

borrower, assessment of the provision estimates prepared by

credit risk officers, and consideration of the resolution strategy.

We challenged assumptions and assessed collateral values by

comparing them to valuations performed by independent valuers;

and

⎯ Assessing the disclosures in the consolidated financial

statements against the requirements of NZ IFRS.

From the procedures performed we consider the Group appropriately

identified and considered the uncertainties in the provision estimates.

65
The key audit matter How the matter was addressed in our audit

Valuation of finance receivables – reverse mortgages

Refer to notes 13(b) and 20 to the consolidated financial statements.

The Group’s reverse mortgage portfolio is

held at fair value.

The fair value calculation is based on the

application of management judgement. In

assessing the fair value, the Group

continuously considers evidence of a

relevant active market. In the absence of

such a market, in the current period, the

Group considered changes since loan

origination and expected future cashflows.

The inherent uncertainties include estimated

exits, interest rates and security property

values.

Our procedures over the fair value loan portfolios, amongst others,

included:

⎯ Testing key controls over the accuracy of data impacting the fair

value assessment;

⎯ Assessing evidence of a relevant active market or observable

inputs; and

⎯ Challenging the key assumptions used by the Group in

determining the portfolio’s fair value.

The estimates and assumptions used to determine the valuation of

finance receivables are reasonable, with no evidence of management

bias or influence identified from our procedures.

Operation of IT systems and controls

The Group is reliant on complex IT systems

for the processing and recording of

significant volumes of transactions and other

core banking activity.

For significant financial statement balances,

such as finance receivables and deposits,

where relevant, our audit involves an

assessment of the design of the Group’s

internal control environment. There are

some areas of the audit where we seek to

test and place reliance on IT systems,

automated controls and reporting.

The effective operation of these controls is

dependent upon the Group’s general IT

control environment, which incorporates

controls relevant to IT system changes and

development, IT operations, developer and

user access.

Our audit procedures, amongst others, included:

⎯ Gaining an understanding of business processes, key controls

and IT systems relevant to significant financial statement

balances, including technology services provided by a third party;

⎯ Assessing the effectiveness of the IT control environment,

including core banking IT systems, key automated controls and

reporting; and

⎯ Evaluating general IT controls relevant to IT system changes and

development, IT operations, developer and user access.

Where we noted design or operating effectiveness matters relating to

IT system or application controls relevant to our audit, we performed

alternative audit procedures. We also identified and tested mitigating

controls in order to respond to the impact on our overall audit

approach.

We did not identify any material issues or exceptions from those

additional procedures.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual

Report. Other information may include the Annual Review and information included in the Financial Report. Our

opinion on the consolidated financial statements does not cover any other information and we do not express

any form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this Independent Auditor's

Report. Our responsibility is to read the Annual Report when it becomes available and consider whether the

other information it contains is materially inconsistent with the consolidated financial statements, or our

knowledge obtained in the audit, or otherwise appear misstated. If so, we are required to report such matters to

the Directors.

66
Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of consolidated financial statements that

are fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the consolidated financial

statements


Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

from material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards.

For and on behalf of

KPMG

Auckland

17 September 2020

---

Distribution Notice





Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Heartland Group Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code HGH

ISIN (If unknown, check on NZX

website)

NZHGHE0007S9

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies X

Record date 25/09/2020

Ex-Date (one business day before the

Record Date)

24/09/2020

Payment date (and allotment date for

DRP)

09/10/2020

Total monies associated with the

distribution

1


$14,524,477.65

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.03472222

Gross taxable amount

3

$0.03472222

Total cash distribution

4

$0.02500000

Excluded amount (applicable to listed

PIEs)

NIL

Supplementary distribution amount $0.00441176

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed - YES

Partial imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

No imputation
If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.00972222

Resident Withholding Tax per

financial product

$0.00173611

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

2.0%

Start date and end date for

determining market price for DRP

28/09/2020 02/10/2020

Date strike price to be announced (if

not available at this time)

05/10/2020

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New issue

DRP strike price per financial product

$


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

28/09/2020, 5:00pm (NZT)

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Andrew Dixson, Chief Financial Officer

Contact person for this

announcement

Andrew Dixson, Chief Financial Officer

Contact phone number 09 927 9274

Contact email address Andrew.Dixson@heartland.co.nz

Date of release through MAP


17/09/2020






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

FOR THE YEAR ENDED 30 JUNE 2020
Disclosure Statement

CONTENTS
Financial Statements

Page

General Information...........................................................................................................................................................................3

Priority of Creditors' Claims............................................................................................................................................................................................3

Guarantee Arrangements............................................................................................................................................................................................3

Auditor..............................................................................................................................................................................................3

Directors..........................................................................................................................................................................................................4

Directors' Statements..................................................................................................................................................................5

Consolidated Statement of Comprehensive Income..................................................................................................................................................7

Consolidated Statement of Changes in Equity....................................................................................................................................8

Consolidated Statement of Financial Position..........................................................................................................................................9

Consolidated Statement of Cash Flows................................................................................................................................................................10

Notes to the Financial Statements

1Financial statements preparation.......................................................................................................................................................12

Performance

2Segmental analysis.........................................................................................................................................................................................................................18

3Net interest income.........................................................................................................................................................................................................................19

4Net operating lease income.........................................................................................................................................................................................................................20

5Other income.........................................................................................................................................................................................................................20

6Operating expenses.........................................................................................................................................................................................................................21

7Compensation of auditor.........................................................................................................................................................................................................................21

8Impaired asset expense.........................................................................................................................................................................................................................21

9Taxation.........................................................................................................................................................................................................................24

Position

10Investments.........................................................................................................................................................................................................................26

11Derivative financial instruments.........................................................................................................................................................................................................................26

12Finance receivables.........................................................................................................................................................................................................................29

13Operating lease vehicles.........................................................................................................................................................................................................................33

14Borrowings.........................................................................................................................................................................................................................33

15Share capital and dividends.........................................................................................................................................................................................................................34

16Other reserves.........................................................................................................................................................................................................................35

17Other balance sheet items.........................................................................................................................................................................................................................35

18Related party transactions and balances.........................................................................................................................................................................................................................37

19Fair value.........................................................................................................................................................................................................................39

Risk Management

20Enterprise risk management program.........................................................................................................................................................................................................................45

21Credit risk exposure.........................................................................................................................................................................................................................48

22Asset quality.........................................................................................................................................................................................................................51

23Liquidity risk.........................................................................................................................................................................................................................57

24Interest rate risk.........................................................................................................................................................................................................................59

25Concentrations of funding.........................................................................................................................................................................................................................61

Other Disclosures

26Significant subsidiaries.........................................................................................................................................................................................................................63

27Structured entities.........................................................................................................................................................................................................................63

28Capital adequacy.........................................................................................................................................................................................................................63

29Insurance business, securitisation, funds management, other fiduciary activities.........................................................................................................................................................................................................................69

30Contingent liabilities and commitments.........................................................................................................................................................................................................................71

31Events after the reporting date.........................................................................................................................................................................................................................71

Historical Summary of the Financial Statements .........................................................................................................................................................................................................................72

Amendments to Conditions of Registration.........................................................................................................................................................................................................................73

Conditions of Registration.........................................................................................................................................................................................................................73

Conditions of Registration Non-Compliance.........................................................................................................................................................................................................................78

Pending Proceedings..........................................................................................................................................................................................................78

Credit Ratings..........................................................................................................................................................................................................79

Other Material Matters..........................................................................................................................................................................79

Auditor's Report.........................................................................................................................................................................................................................80

P. 2

GENERAL INFORMATION
Name

Percentage held

Heartland Group Holdings Limited

100%

PRIORITY OF CREDITORS' CLAIMS

GUARANTEE ARRANGEMENTS

AUDITOR

The Bank was incorporated under the Companies Act 1993 on 30 September 2010.

In the event of the Bank becoming insolvent or ceasing business, certain claims set out in legislation are paid in priority to others. These claims

include secured creditors, taxes, certain payments to employees and any liquidator’s costs. After payment of those creditors, the claims of all other

creditors are unsecured and would rank equally, with the exception of holders of subordinated bonds and notes which rank below all other claims.

Auckland

The Banking Group consists of the Bank and all of its subsidiaries.

The Bank's address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.

18 Viaduct Harbour Avenue

The address for service of the ultimate parent, Heartland Group Holdings Limited, is Level 3, Heartland House, 35 Teed Street, Newmarket,

Auckland.

Heartland Group Holdings Limited have the ability to appoint 100% of Directors, subject to RBNZ restrictions and RBNZ Director approval.

Interests in 5% or more of voting securities of the Bank

KPMG Centre

This Disclosure Statement has been issued by Heartland Bank Limited (the Bank) and its subsidiaries (the Banking Group) for the year ended 30

June 2020 in accordance with the Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order 2014 (as

amended) (the Order). The financial statements of the Bank for the year ended 30 June 2020 form part of, and should be read in conjunction with,

this Disclosure Statement.

Details of incorporation

As at the date this Disclosure Statement was signed, no material obligations of the Bank were guaranteed.

KPMG

Words and phrases defined by the Order have the same meanings when used in this Disclosure Statement.

Name and address for service

The name of the Registered Bank is Heartland Bank Limited.

P. 3

DIRECTORS
Chairman - Board of Directors

Name: Bruce Robertson IrvineQualifications: BCom, LLB, FCA, CF Inst D, FNZIM

Type of Director: Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Name: Edward John HarveyQualifications: BCom, CA, CFInstD

Type of Director: Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Name: Ellen Frances ComerfordQualifications: BEc

Type of Director: Non-Independent Non-Executive DirectorOccupation: Company Director

External Directorships:

Air Rarotonga Limited, Amaia Day Spa (Tonga) Limited, Amaia Luxury Spa Limited, Amyes Road Limited (in liquidation), B R Irvine Limited,

Blackbyre Horticulture Limited, Bowdens Mart Limited, Bray Frampton Limited, Britten Motorcycle Company 1992 Limited, Chambers @151

Limited, Clipper Investments (2002) Limited, Cockerill and Campbell (2007) Limited, Embassy Hotels Limited, GZ Capital Limited, GZ NZ Limited,

GZ RES Limited, Hansons Lane International Holdings Limited, Hawling Holdings Limited, House of Travel ESP Trustee Limited, House of Travel

Holdings Limited, J.S. Ewers Limited, Kaipaki Holdings Limited, Kaipaki Properties Limited, Lake Angelus Holdings Limited, Lamanna Bananas

(NZ) Limited, Lamanna Premier Group Pty Limited, Lamanna Limited, Limeloader Irrigation Limited, Market Fresh Wholesale Limited, Market

Gardeners Limited, MG Group Holdings Limited, MG Marketing Limited, MG New Zealand Limited, Monarch Hotels Limited, Noblesse Oblige

Limited, Original Foods N.Z. Limited; Paradise Islands Limited; Phimai Holdings Limited, Quitachi Limited, Rakon ESOP Trustee Limited, Rakon

Limited, Rakon PPS Trustee Limited, Scenic Hotels (Karapiro) Limited, Scenic Hotels (Hamilton) Limited, Scenic Circle Convention Services

Limited, Scenic Hotel (Haast) Limited, Scenic Circle (Napier) Limited, Scenic Hotel Group Limited, Scenic Hotels (Ashburton) Limited, Scenic Hotels

(International) Limited, Scenic Circle MLC Café & Bar Limited, Skope Industries Limited, Southland Produce Markets Limited, Stark Holdings (NZ)

Limited, USC Investments Limited, Wavell Resources Limited.

External Directorships:

Name: Jeffrey Kenneth Greenslade

Type of Director: Non-Independent Non-Executive DirectorOccupation: Chief Executive Officer of Heartland Group Holdings Limited

On 01 January 2020, Vanessa Cynthia May Stoddart resigned as Director, and Shelley Maree Ruha was appointed as a Director.

All Directors of the Bank reside in New Zealand with the exception of Ellen Comerford who resides in Australia. Communications to the Directors

can be sent to Heartland Bank Limited, 35 Teed Street, Newmarket, Auckland.

The Directors of the Bank and their details at the time this Disclosure Statement was signed were:

Type of Director: Non-Independent Non-Executive Director

Auscred Limited, Comerford Gohl Holdings Pty Limited, Heartland Group Holdings Limited, Hollard Holdings Australia Pty Limited, The Hollard

Insurance Group Pty Limited.

Investore Property Limited, Kathmandu Holdings Limited, Napier Port Holdings Limited, Pomare Investments Limited, Port of Napier Limited, Stride

Holdings Limited, Stride Investment Management Limited, Stride Property Limited.

Qualifications: LLB

Qualifications: LLB (Hons), LLD (honoris causa), CFInstD

Heartland Group Holdings Limited, Janmac Capital Limited, Maisemore Enterprises Limited, MCF2 Message4U Limited, MCF 2 Nexus Limited,

MCF 7 Limited, MCF 8 Limited, MCF 9 Limited, MCF 10 Limited, MCF2 (Fund 1) Limited, MCF2A General Partner Limited, MCF2 GP Limited,

MCF3 GP Limited, MCF3B General Partner Limited, MCF3A General Partner Limited, MCF2 FFF-GK Limited, MCF3 Cook Limited, MCF3 TEG

Limited, MCF3 Squiz Limited, MC Medical Properties Limited, Mercury Capital No.1 Fund Limited, Mercury Capital No. 1 Trustee Limited, Mercury

Medical Holdings Limited, New Zealand Catholic Education Office Limited, NZCEO Finance Limited, O & E Group Services Limited, Oceania and

Eastern Finance Limited, Oceania and Eastern Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern Limited,

Oceania and Eastern Securities Limited, Oceania North Limited, Oceania Securities Limited, Quartet Equities Limited, The Centre for Independent

Studies Limited.

Heartland Australia Group Pty Limited, Heartland Australia Holdings Pty Limited, Australian Seniors Finance Pty Limited, ASF Custodians Pty

Limited, Heartland Group Holdings Limited, Henley Family Investments Limited.

Occupation: Company Director

Name: Geoffrey Thomas Ricketts CNZM

External Directorships:

P. 4

DIRECTORS (CONTINUED)
Conflicts of interest policy

Audit committee composition

Edward John Harvey (Chairperson)Independent Non-Executive Director

Bruce Robertson IrvineIndependent Non-Executive Director

Geoffrey Thomas RickettsNon-Independent Non-Executive Director

DIRECTORS' STATEMENTS

1.

(a)

(b)

2.

(a)

(b)

(c)

Qualifications: BA, CMInstD

External Directorships:

Interested transactions

There have been no transactions between the Bank or any member of the Banking Group and any Director or immediate relative or close business

associate of any Director which either has been entered into on terms other than those which would in the ordinary course of business of the Bank

or any member of the Banking Group be given to any other person of like circumstances or means, or could be reasonably likely to influence

materially the exercise of the Directors' duties.

Members of the Bank's Audit Committee as at the date of this Disclosure Statement are as follows:

Directors are required to take any necessary and reasonable measures to try to resolve the conflict and comply with the Companies Act 1993 by

disclosing interests and restrictions on voting. Any Director with a material personal, professional or business interest in a matter being considered

by the Board must declare their interest and, unless the Board resolves otherwise, may not be present during the boardroom discussions or vote on

the relevant matter.

All Directors are required to disclose to the Board any actual or potential conflicts of interest which may exist or is thought to exist upon appointment

and are required to keep these disclosures up to date. The details of each disclosure made by a Director to the Board must be entered in the

Interests Register.

the Disclosure Statement contains all the information that is required by the Order; and

the Disclosure Statement is not false or misleading.

the Bank had systems in place to monitor and control adequately material risks of the Banking Group, including credit risk,

concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk, operational risk and other business risks, and

that those systems were being properly applied.

During the year ended 30 June 2020:

credit exposures to connected persons were not contrary to the interests of the Banking Group; and

the Bank complied with all Conditions of Registration applicable during the period except as noted on page 78;

Occupation: Company Director

External Directorships:

Analey Holdings Limited, IT & Business Consulting Limited, New Zealand Rural Land Management Limited, Partners Group Holdings Limited,

Partners Life Limited, 9 Spokes International Limited.

Occupation: Company Director

Chambers@151 Limited, Christchurch International Airport Limited, Farmright Limited, Firsttrax Limited, Helpings Hands Holdings Limited, Link

Engine Management Limited, Morrison Horgan Limited, The New Zealand Merino Company Limited.

As at the date on which this Disclosure Statement is signed:

Each Director of the Bank states that he or she believes, after due enquiry, that:

Name: Kathryn Mitchell

Type of Director: Independent Non-Executive Director

Name: Shelley Maree Ruha Qualifications: BCom, DipBank

Type of Director: Independent Non-Executive Director

P. 5

B. R. Irvine (Chair - Board of Directors)
K. Mitchell

E. F. Comerford

G. T. Ricketts

This Disclosure Statement is dated 17 September 2020 and has been signed by all the Directors.

E. J. Harvey

J. K. Greenslade

S. M. Ruha

P. 6

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2020

$000'sNote

June 2020

June 2019

Interest income

3

297,512 284,064

Interest expense

3

108,476 111,665

Net interest income189,036 172,399

Operating lease income

4

5,946 6,336

Operating lease expense

4

4,063 3,670

Net operating lease income1,883 2,666

Lending and credit fee income7,894 6,217

Other income

5

5,965 526

Net operating income204,778 181,808

Operating expenses

6

90,782 76,298

Profit before impaired asset expense and income tax113,996 105,510

Fair value gain on investments- 1,936

Impaired asset expense

8

29,372 20,554

Profit before income tax84,624 86,892

Profit before income tax from discontinued operations- 6,169

Income tax expense

9

23,924 24,762

Profit for the year60,700 68,299

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss, net of income tax:

Effective portion of change in fair value of derivative financial instruments(2,179) (4,762)

Movement in fair value reserve766 2,968

Movement in foreign currency translation reserve- (4,229)

Items that will not be reclassified to profit or loss, net of income tax:

Movement in defined benefit reserve- (86)

Other comprehensive (loss) for the year, net of income tax(1,413) (6,109)

Total comprehensive income for the year59,287 62,190

Total comprehensive income for the year is attributable to the owner of the Bank.

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2020

$000's

Note

Balance at beginning of year553,239 (1,114) 51,265 603,390542,3154,585 117,260 664,160

NZ IFRS 9 adjustment- - - - - - (19,283) (19,283)

NZ IFRS 16 adjustment1- - (640)(640)- - - -

Restated balance at beginning of year553,239 (1,114) 50,625 602,750542,3154,585 97,977 644,877

Profit for the year- - 60,70060,700- - 68,29968,299

Dividends paid15- - (65,000) (65,000)- - (30,808) (30,808)

Transfer of ownership- - - - - (297)- (297)

Sale of business- - - - - 2,969(2,969)-

Dividend reinvestment plan- - - - 8,584- - 8,584

Share based payments- - - - - 78- 78

Shares vested- - - - 2,340(2,340)- -

Total transactions with owners- - (65,000) (65,000)10,924410 (115,011) (103,677)

Balance at end of the year553,239 (2,527) 46,325 597,037553,239 (1,114) 51,265 603,390

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

June 2019June 2020

Share

Capital Reserves

Retained

Earnings

Total

Equity

Share

Capital Reserves

Retained

Earnings

Total

Equity

(6,109)

Other comprehensive (loss),

net of income tax

Total comprehensive income for

the year

Dividend to Heartland Group Holdings

Limited

Contributions by and distributions

to owners

- (1,413)- (1,413)- (6,109)- (6,109)

- -

68,299 62,190

(81,234)15

16

- - - - (81,234)

Total comprehensive income for

the year

- (1,413) 60,700 59,287-

P. 8

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020

$000's

Note June 2020

June 2019

Assets

Cash and cash equivalents105,46339,140

Investments10399,308 354,928

Investment properties11,13211,132

Derivative financial instruments1117,24614,467

Due from related parties181,48124,558

Finance receivables123,044,960 3,031,066

Finance receivables - reverse mortgages12609,346 561,131

Operating lease vehicles1317,60315,516

Right of use assets1717,843-

Other assets1717,38025,362

Intangible assets1757,47056,580

Deferred tax asset915,3279,948

Total assets4,314,559 4,143,828

Liabilities

Retail deposits143,269,239 3,153,681

Other borrowings14358,732 345,273

Due to related parties187,9443,381

Lease liabilities1719,871-

Tax liabilities11,2715,667

Derivative financial instruments1116,97411,147

Trade and other payables1733,49121,289

Total liabilities3,717,522 3,540,438

Equity

Share capital15553,239 553,239

Retained earnings and other reserves43,79850,151

Total equity597,037 603,390

Total equity and liabilities4,314,559 4,143,828

Total interest earning and discount bearing assets4,143,158 3,964,651

Total interest and discount bearing liabilities3,614,022 3,487,269

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 9

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020

$000's

Note June 2020

June 2019

Cash flows from operating activities

Interest received258,797 246,885

Operating lease income received5,9345,391

Lending, credit fees and other income received17,4224,585

Operating inflows282,153 256,861

Interest paid103,793 129,270

Payments to suppliers and employees40,27777,795

Taxation paid20,28121,888

Operating outflows164,351 228,953

117,802 27,908

Proceeds from sale of operating lease vehicles4,9694,959

Purchase of operating lease vehicles(9,938)(5,495)

Net movement in finance receivables(51,372) (325,390)

Net movement in deposits116,040 270,232

Net cash flows from/(applied to) operating activities177,501 (27,786)

Cash flows from investing activities

Sale of property, plant and equipment and intangible assets95-

Total cash provided from investing activities95-

Purchase of property, plant and equipment and intangible assets6,6024,302

Net increase in investments43,61411,227

Total cash applied to investing activities50,216 15,529

Net cash flows (applied to) investing activities(50,121) (15,529)

Cash flows from financing activities

Net increase in wholesale funding5,74549,892

Proceeds from issue of unsubordinated notes- 125,000

Total cash provided from financing activities5,745 174,892

Dividends paid1565,00042,014

Repayments of subordinated notes- 26,206

Payment of lease liabilities1,802-

Total cash applied to financing activities66,802 68,220

Net cash flows (applied to)/from financing activities(61,057) 106,672

Net increase in cash held66,323 63,357

Opening cash and cash equivalents39,14044,548

Cash transferred on corporate restructure- (68,765)

Closing cash and cash equivalents105,463 39,140

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Net cash flows from operating activities before changes in operating assets and liabilities

P. 10

CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020

Reconciliation of profit after tax to net cash flows from operating activities

$000's

Note June 2020 June 2019

Profit for the year60,700 68,299

Add / (less) non-cash items:

Depreciation and amortisation expense8,8595,754

Depreciation on lease vehicles133,6343,363

Capitalised net interest income and fee income(39,620) (52,948)

Impaired asset expense829,37221,181

Investment fair value movement- (1,936)

Other non-cash items6,3101,765

Total non-cash items 8,555 (22,821)

Add / (less) movements in operating assets and liabilities:

Finance receivables(51,372) (325,390)

Operating lease vehicles(4,969)(537)

Other assets32,471(5,802)

Current tax 5,604(3,744)

Derivative financial instruments869(8,207)

Deferred tax(5,379)(5,762)

Deposits116,040 270,232

Other liabilities14,9825,946

Total movements in operating assets and liabilities108,246 (73,264)

Net cash flows applied to operating activities177,501 (27,786)

The notes to the financial statements form an integral part of, and should be read in conjunction with, these consolidated financial statements.

P. 11

NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2020

1 Financial statements preparation

Reporting entity

Basis of preparation

Discontinued Operations

Basis of measurement

Principles of consolidation

The financial statements presented are the consolidated financial statements comprising Heartland Bank Limited (the Bank) and its

subsidiaries (the Banking Group). Refer Note 26 – Significant subsidiaries for further details.

The financial statements are presented in New Zealand dollars which is the Banking Group's functional and presentation currency. Unless

otherwise indicated, amounts are rounded to the nearest thousand dollars.

The financial statements have been prepared on a going concern basis after considering the Banking Group's funding and liquidity position.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial statements.

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP) and

with the requirements of the Financial Markets Conduct Act 2013. The financial statements comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate for profit-oriented

entities, and the Registered Bank Disclosure Statement (New Zealand Incorporated Registered Banks) Order 2014 (as amended) (the

Order). The financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International

Accounting Standards Board.

As at 30 June 2020, the Bank is a company incorporated in New Zealand under the Companies Act 1993, a registered bank under the

Reserve Bank of New Zealand Act 1989 and a Financial Market Conduct (FMC) reporting entity for the purposes of the Financial Markets

Conduct Act 2013.

The financial statements have been prepared on the basis of historical cost, except for certain financial instruments and investment property,

which are measured at their fair values as identified in the accounting policies set out in the accompanying notes to the financial statements.

Comparative balances for the year ended 30 June 2019 classified as discontinued operations are a result of the corporate restructure on 31

October 2018 that led to the Australian group of companies being transferred from the Banking group to Heartland Group Holdings Limited

(HGH).

The consolidated financial statements of the Banking Group incorporate the assets, liabilities and results of all controlled entities. Controlled

entities are all entities in which the Bank is exposed, or has rights, to variable returns from its involvement with the investee and has the

ability to affect those returns through its power over the investee. Intercompany transactions, balances and any unrealised income and

expense (except for foreign currency transaction gains or losses) between controlled entities are eliminated.

Assets and liabilities in a transactional currency that is not the New Zealand dollar, are translated at the exchange rates ruling at balance

date. Revenue and expense items are translated at the spot rate at the transaction date or a rate approximating that rate. Exchange

differences are taken to the consolidated statement of comprehensive income.

Certain comparative balances have been reclassified to align with the presentation used in the current financial year. These reclassifications

have no impact on the overall financial performance or financial position for the comparative year.

P. 12

1 Financial statements preparation (continued)
$000's

Operating lease commitments as at 30 June 201911,573

Discounted using the Banking Group's incremental borrowing rate on initial application(1,019)

Adjustments relating to changes in the index or rate effective variable payments316

Lease liability recognised as at 1 July 201910,870

Of which are:

Current lease liabilities1,762

Non-current lease liabilities9,108

Total lease liabilities10,870

Impact of adopting NZ IFRS 16 Leases

The Banking Group has adopted NZ IFRS 16 retrospectively from 1 July 2019, but has not restated comparatives for the 2019 reporting

period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new

leasing rules are therefore recognised in the opening balance sheet on 1 July 2019.

Changes in accounting standards

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the

profit or loss. Short-term leases are leases with a lease term of 12 months or less.

On adoption of NZ IFRS 16, the Banking Group recognised lease liabilities in relation to leases which had previously been classified as

‘operating leases’ under the principles of NZ IAS 17 Leases. These liabilities were measured at the present value of the remaining lease

payments, discounted using the Banking Group's incremental borrowing rate as at 1 July 2019. The weighted average Banking Group's

incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 2.9%.

The Banking Group elected not to reassess whether a contract is, or contains, a lease at the date of initial application. Instead, for contracts

entered into before the transition date, the Banking Group relied on its assessment made applying NZ IAS 17 and NZ IFRIC 4 Determining

whether an Arrangement contains a Lease.

The associated right-of-use assets which are predominantly property leases were measured on a retrospective basis as if the new rules had

always been applied. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of

initial application.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension

option. Extension options are only included in the lease term if the lease is reasonably certain to be extended.

The Banking Group leases office space, car parks, equipment and cars. Rental contracts are typically made for fixed periods but may have

extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

Until 30 June 2019, leases of property, plant and equipment were classified as either finance or operating leases. Payments made under

operating leases (net of any incentives received from the lessor) were charged to profit or loss.

From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is

available for use by the Banking Group. The right-of-use assets are initially measured at cost, comprising the amount of the initial

measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any

initial direct costs and restoration costs. The right-of-use asset is depreciated over the shorter of the asset's estimated useful life and the

lease term on a straight-line basis. The estimated useful life of right-of-use assets are determined on the same basis as those of property,

plant and equipment.

P. 13

1 Financial statements preparation (continued)
• Right-of-use assets: increased by $10.0 million

• Deferred tax assets: increased by $0.2 million

• Lease liabilities: increased by $10.8 million

The net impact on retained earnings on 1 July 2019 was a decrease of $0.6 million.

The adoption of NZ IFRS 16 has no material impact to the Banking Group’s leasing business where the Banking Group acts as the lessor.

Accounting standards issued but not yet effective

Other amendments to existing standards that are not yet effective are not expected to have a material impact on the Banking Group.

Estimates and judgements




COVID-19 Pandemic - Impact on Estimates and Judgements

The preparation of the Banking Group’s consolidated financial statements requires the use of estimates and judgements. This note provides

an overview of the areas that involve a higher degree of judgement or complexity. Detailed information about each of these estimates and

judgements is included in the relevant notes together with the basis of calculation for each affected item in the financial statements.

On 11 March 2020, COVID-19 was declared a pandemic by the World Health Organisation. The domestic economy has been significantly

disrupted by measures put in place to limit the impact of the spread of COVID-19 among the community, and also by the downstream effects

of the deterioration that COVID-19 has caused in the global economy. Countermeasures implemented by Government (including the

Government’s support and fiscal programmes) and the Reserve Bank of New Zealand have assisted to mitigate the impact of those

measures – however, the unprecedented nature of the current environment and the number of variables which impact on that environment

means that significant uncertainty around future economic conditions remains.

The Banking Group conducts insurance business through its subsidiary MARAC Insurance Limited (MIL). MIL has entered into a distribution

agreement with DPL Insurance Limited (DPL) to distribute DPL’s insurance products through its network and therefore stopped writing

insurance policies in February 2020. The Banking Group will assess the impact arising from NZ IFRS 17 in conjunction with this new

arrangement.

Assumptions made at each reporting date (e.g. the calculation of the provision for impairment and fair value adjustments) are based on best

estimates as at that date. Although the Banking Group has internal controls in place to ensure that estimates can be reliably measured,

actual amounts may differ from these estimates. The estimates and judgements used in the preparation of the Banking Group’s financial

statements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that

may have a financial impact on the entity. Revisions to accounting estimates are recognised in the reporting period in which the estimates are

revised and in any future periods affected.

Provisions for impairment - The effect of credit risk is quantified based on the Banking Group's best estimate of future cash repayments

and proceeds from any security held or by reference to risk profile groupings, historical loss data and forward-looking information. Refer

to Note 8 - Impaired asset expense, and Note 12 - Finance receivables for further details.

Fair value of reverse mortgages - Fair value is quantified by the transaction price and the Banking Group’s subsequent best estimate of

the risk profile of the reverse mortgage portfolio. Refer to Note 19 - Fair value for further details.

Goodwill - Determining the fair value of assets and liabilities of acquired businesses requires the Banking Group to exercise judgement.

The carrying value of goodwill is tested annually for impairment, refer to Note 17 - Other balance sheet items.

NZ IFRS 17 Insurance Contracts was issued in July 2017 and is applicable to general and life insurance contracts. NZ IFRS 17 will replace

NZ IFRS 4 Insurance Contracts. In March 2020, the effective date of NZ IFRS 17 was deferred by one year. As such it is expected that the

standard will be effective for the Banking Group's reporting for the financial year ending 30 June 2024, including 30 June 2023 comparatives.

There have been no other changes to accounting policies or other new or amended standards that are issued and effective that are expected

to have a material impact on the Banking Group.

The change in accounting policy affected the following items in the consolidated statement of financial position as at 1 July 2019.

P. 14

1 Financial statements preparation (continued)




Financial assets and liabilities

Financial Assets

Financial assets are classified based on:


• Whether the contractual cash flows of the instrument represent solely payment of principal and interest (SPPI).

Note

FVOCI

10

FVOCI

10

10

12

12

Financial assets measured at amortised cost

The accounting judgement that is most impacted by the pandemic relates to expected credit losses (ECL) on finance receivables at

amortised cost. The Banking Group’s accounting policy for the recognition and measurement of the allowance for ECL is described in Note 8

Impaired asset expense. The Banking Group measures the allowance for ECL using an expected credit loss impairment model in compliance

with NZ IFRS 9 Financial Instruments.

Note 17 - Other balance sheet items - Goodwill

Note 19 - Fair value

The impact of the pandemic has also been considered where there is significant use of forward-looking estimates and judgement, primarily

when identifying impairment indicators for goodwill and intangible assets and calculating the recoverable amount.

The impact of the COVID-19 pandemic on each of these estimates and judgements is discussed further in the following notes to the

consolidated financial statements:

Note 8 - Impaired asset expense

Note 12 - Finance receivables

The Banking Group has responded to the pandemic by working with its customers to understand their needs and provide them with the

financial support that best meets their requirements. To date, that support has included participating in industry wide measures (such as the

mortgage deferrals programme and the provision of liquidity under the Business Finance Guarantee Scheme (BFGS) program), and

implementing other measures such as temporary payment reduction or payment deferral arrangements for both business and consumer

customers. The Banking Group has also developed a product, Heartland Extend, which provides customers with flexible payment options.

The business model within which the assets are managed; and

The Banking Group determines the business model at the level that reflects how groups of financial assets are managed. When assessing

the business model, the Banking Group considers factors including how performance and risks are managed, evaluated and reported and the

frequency and volume of, and reason for sales in previous periods.

Financial assets are classified into the following measurement categories:

Financial Assets

Public sector securities and corporate bonds

Bank bonds and floating rate notes

Fair value through profit or loss (FVTPL)

Financial assets are measured at amortised cost if they are held within a business model whose objective is achieved through holding the

financial asset to collect contractual cash flows which represent SPPI on the principal balance.

Financial assets at amortised cost are initially recognised at fair value and subsequently measured at amortised cost using the effective

interest rate method.

Measurement Category

FVTPL

Amortised cost

10

Local authority stock

Equity investments

Finance receivables – reverse mortgages

Finance receivables

Fair value through other comprehensive income

(FVOCI)

P. 15

1 Financial statements preparation (continued)




Financial Liabilities

Financial liabilities are classified into the following measurement categories:



Financial liabilities measured at amortised cost

Financial liabilities are measured at amortised cost if they are not held for trading or designated at FVTPL.

Financial liabilities measured at amortised cost are accounted for using the effective interest rate method.





Financial liabilities at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or loss.

Recognition

Derecognition

Financial assets measured at FVOCI

Financial assets are measured at FVOCI if they are held within a business model whose objective is achieved both through collecting

contractual cash flows which represent SPPI on the principal balance or selling the financial asset.

Financial assets at FVOCI are measured at fair value with unrealised gains and losses recognised in other comprehensive income except for

interest income, impairment charges and foreign exchange gains and losses, which are recognised in profit or loss.

Financial assets measured at FVTPL

Financial assets are measured at FVTPL if:

They are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch.

They are held within a business model whose objective is achieved through selling or repurchasing the financial asset in the near term,

or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking;

or

The Banking Group initially recognises finance receivables and borrowings on the date that they are originated. All other financial assets and

liabilities (including assets and liabilities designated at FVTPL) are initially recognised on the trade date at which the Banking Group becomes

a party to the contractual provisions of the instrument.

The Banking Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the

rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership

of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Banking Group is

recognised as a separate asset.

They are held for trading whose principal objective is achieved through selling or repurchasing the financial liability in the near term, or

forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking; or

Further details of the accounting policy for each category of financial asset or financial liability mentioned above is set out in the note for the

relevant item.

The Banking Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 19 - Fair value.

Financial assets at FVTPL are measured at fair value with subsequent changes in fair value recognised in profit or loss.

Those to be measured at amortised cost;

Those to be measured at FVTPL.

Financial liabilities measured at FVTPL

Financial liabilities are measured at FVTPL if:

They are designated at FVTPL upon initial recognition to eliminate or reduce an accounting mismatch.

P. 16

1 Financial statements preparation (continued)
Offsetting financial instruments

The Banking Group offsets financial assets and financial liabilities and reports the net balance in the balance sheet where there is currently a

legally enforceable right to set off and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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

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

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

carrying amounts recognised in profit or loss.

The Banking Group enters into transactions whereby it transfers assets recognised on its consolidated statement of financial position, but

retains either all risks or rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then

the transferred assets are not derecognised from the consolidated statement of financial position. Transfers of assets with the retention of all

or substantially all risks and rewards include, for example, securitised assets and repurchase transactions.

P. 17

Performance
2 Segmental analysis

Operating segments

The Banking Group operates within New Zealand and comprises the following main operating segments:

Motor

Reverse mortgages

Other personal

Business

Rural

ReverseOther

$000's

Motor

Mortgages Personal

BusinessRuralOtherTotal

June 2020

Net interest income56,95720,11818,36557,95029,6745,972189,036

Net other income3,6223,4303,0553,4651,0281,14215,742

Net operating income60,57923,54821,42061,41530,7027,114 204,778

Operating expenses3,2484,8046,77611,2832,64862,02390,782

Impaired asset expense/(benefit)10,113- 11,11910,110(1,970)- 29,372

Income tax expense- - - - - 23,92423,924

Profit/(loss) for the year47,21818,7443,52540,02230,024 (78,833) 60,700

Total assets

1,125,295559,934214,759 1,126,632604,938683,001

4,314,559

Total liabilities3,717,522

Motor vehicle finance.

Reverse mortgage lending in New Zealand.

A comprehensive range of financial services - including term, transactional and personal loans to

individuals.

Certain operating expenses, such as premises, IT and support centre costs are not allocated to operating segments and are included

in Other. Liabilities are managed centrally and therefore are not allocated across the operating segments.

The Banking Group's operating segments are different from the industry categories detailed in Note 21 - Credit risk exposure. The

operating segments are primarily categorised by sales channel, whereas Note 21 - Credit risk exposure categorises exposures based

on credit risk concentrations.

Profit before income tax from

continuing operations

Segment information is presented in respect of the Banking Group's operating segments which are those used for the Banking Group's

management and internal reporting structure.

Term debt, plant and equipment finance, commercial mortgage lending and working capital solutions

for small-to-medium sized businesses.

Specialist financial services to the farming sector primarily offering livestock finance, rural mortgage

lending, seasonal and working capital financing, as well as leasing solutions to farmers.

(54,909) 113,996

(54,909) 84,624

18,74414,64450,13228,054

47,21818,7443,52540,02230,024

57,331

Profit / (loss) before impaired asset

expense and income tax

P. 18

2 Segmental analysis (continued)
ReverseOther

$000's

Motor

Mortgages Personal

BusinessRuralOtherTotal

June 2019

Net interest income54,69520,67414,56452,85730,393(784) 172,399

Net other income2,3712244,3442,9891,288(1,807)9,409

Net operating income57,06620,89818,90855,84631,681(2,591) 181,808

Operating expenses2,5432,2795,6029,1563,26353,45576,298

Fair value gain on investments- - - - - 1,9361,936

Impaired asset expense5,277- 8,3077,102(132)- 20,554

Income tax expense- - - - - 24,76224,762

Profit / (loss) for the year49,24618,6194,99939,58828,550 (72,703) 68,299

Total assets

1,089,769510,299220,500 1,096,773650,751575,736

4,143,828

Total liabilities3,540,438

3 Net interest income

Policy

$000'sJune 2020 June 2019

Interest income

Cash and cash equivalents482717

Investments8,4969,733

Finance receivables250,592236,906

Finance receivables - reverse mortgages37,94236,708

Total interest income297,512 284,064

Interest expense

Retail deposits90,78696,476

Other borrowings14,18813,349

Net interest expense on derivative financial instruments3,5021,840

Total interest expense108,476 111,665

Net interest income 189,036 172,399

6,169

4,999

Profit / (loss) before impaired asset

expense and income tax

54,52318,61913,30646,69028,418 (56,046) 105,510

39,58828,550 (54,110) 86,892

-

Profit / (loss) before income tax

from continuing operations

Profit / (loss) before income tax

from discontinued operations

18,619

Interest income and expense on financial instruments is measured using the effective interest rate method that discounts the financial

instruments' future cash flows to their present value and allocates the interest income or expense over the life of the financial

instrument. The effective interest rate is established on initial recognition of the financial assets or liabilities and is not subsequently

revised. For financial instruments at amortised cost, the calculation of the effective interest rate includes all yield related fees and

commissions paid or received that are an integral part of the underlying financial instrument.

49,246

- - - - 6,169

P. 19

4 Net operating lease income
Policy

$000'sJune 2020 June 2019

Operating lease income

Lease income5,1945,517

Gain on disposal of lease assets752819

Total operating lease income5,9466,336

Operating lease expense

Depreciation on lease assets3,6343,363

Direct lease costs429307

Total operating lease expense4,0633,670

Net operating lease income1,8832,666

5 Other income

Policy

Rental income from investment property

Insurance income

$000'sJune 2020 June 2019

Rental income from investment properties1,124731

Insurance income1,6102,536

Gain on sale of investments- 173

Other income2,810(197)

FX gain / (loss)421(2,717)

Total other income5,965526

As a lessor, the Banking Group retains substantially all the risks and rewards of ownership of an asset are classified as operating

leases. Rental income and expense from operating leases is recognised on a straight-line basis over the term of the relevant lease.

Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and

recognised on a straight-line basis over the lease term. Profits on the sale of operating lease assets are included as part of operating

lease income. Current year depreciation and losses on the sale of operating lease assets are included as part of operating lease

expenses. The leased assets are depreciated over their useful lives on a basis consistent with similar assets.

Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease.

Insurance premium income and commission expense are recognised in profit or loss from the date of attachment of the risk over the

period of the insurance contract. Claim expense is recognised in the profit or loss on an accrual basis once our liability to the

policyholder has been confirmed under the terms of the contract.

P. 20

6 Operating expenses
Policy

$000'sJune 2020 June 2019

Personnel expenses45,75941,732

Directors' fees650822

Superannuation836827

Depreciation - property, plant and equipment2,2801,861

Operating lease expense as a lessee- 1,646

Legal and professional fees3,0492,278

Advertising and public relations4,5773,019

Depreciation - right of use asset2,122-

Technology services6,0635,565

Telecommunications, stationary and postage1,6511,692

Customer acquisition costs2,919861

Amortisation of intangible assets4,4563,893

Other operating expenses

1

16,42012,102

Total operating expenses90,78276,298

1

Other operating expenses include compensation of auditor which is disclosed in Note 7.

7 Compensation of auditor

$000'sJune 2020 June 2019

Audit and review of the financial statements

1

559472

Other assurance services paid to auditor

2

6047

Total compensation of auditor619519

8 Impaired asset expense

Policy

Impairment of finance receivables

Operating expenses are recognised as the underlying service is rendered or over a period in which an asset is consumed or a liability

is incurred.

2

Other assurance related services paid to the auditor comprise regulatory assurance services, trust deed reporting, registry audits and other agreed

upon procedure engagements.

The ECL model is a forward looking model where impairment allowances are recognised before losses are actually incurred. On initial

recognition, an impairment allowance is required, based on events that are possible in the next 12 months.

1

Audit and review of the financial statements includes fees paid for both the audit of the annual financial statements and review of interim financial

statements.

At each reporting date, the Banking Group applies a three stage approach to measuring ECL to finance receivables not carried at fair

value. The ECL model assesses whether there has been a significant increase in credit risk since initial recognition.

Assets may migrate through the following stages based on their change in credit quality:

Stage 1 - 12 months ECL (past due 30 days or less)

Where there has been no evidence of increased credit risk since initial recognition, and are not credit impaired upon origination, the

portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised.

Stage 2 - Lifetime ECL not credit impaired (greater than 30 but less than 90 days past due)

Where there has been a significant increase in credit risk.

Stage 3 - Lifetime ECL credit impaired (90 days past due or more)

Objective evidence of impairment, so are considered to be in default or otherwise credit impaired.

P. 21

8 Impaired asset expense (continued)
$000'sJune 2020 June 2019

Non-securitised

Individually impaired asset expense3,3851,311

Collectively impaired asset expense25,59019,529

Total non-securitised impaired asset expense28,97520,840

Securitised

Collectively impaired asset expense397341

Total securitised impaired asset expense397341

Total

Individually impaired asset expense3,3851,311

Collectively impaired asset expense25,98719,870

Total impaired asset expense29,37221,181

Reconciliation of impaired asset expense

Impaired asset expense29,37220,554

Impaired asset expense for discontinued operations

-

627

Total impaired asset expense29,37221,181

However, as a result (and when considered in conjunction with the measures put in place to limit the impact of the spread of COVID-19

among the community), the traditional indicators of increased credit risk may not provide an accurate measure of the credit quality of

the Banking Group’s assets.

The Banking Group has followed industry and regulatory guidance when assessing individual customers, or portfolios of assets, to

determine if a significant increase in credit risk (SICR) has occurred. The industry guidance provides that any payment deferral or

similar allowance provided to customers as a result of the impact of COVID-19 would not automatically result in a SICR. Accordingly,

customers who received assistance through the pandemic as a result of a payment reduction, deferral arrangement, or through the

Heartland Extend product, have not been assessed as being subject to a SICR.

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or too small to

model, judgement is used to determine impairment provisions.

In determining whether credit risk has increased all available information relevant to the assessment of economic conditions at the

reporting date are taken into consideration. To do this the Banking Group considers its historical loss experience and adjusts this for

current observable data. In addition to this the Banking Group uses reasonable and supportable forecasts of future economic

conditions including experienced judgement to estimate the amount of an expected impairment loss. Future economic conditions

consider macroeconomic factors such as unemployment, interest rate, gross domestic product, and inflation, and requires an

evaluation of both the current and forecast direction of the economic cycle. The methodology and assumptions including any forecasts

of future economic conditions are reviewed regularly as incorporating forward-looking information increases the level of judgement as

to how changes in these macroeconomic factors will affect the ECL.

The Banking Group’s models for estimating expected credit losses for each of its portfolios are based on the historic credit experience

of those portfolios. The models assume that economic conditions (such as GDP growth, unemployment rates, and house price index

forecasts) remain static over time. If the Banking Group forecasts that economic conditions will not remain static in the foreseeable

future, the Banking Group applies judgment to determine whether the modelled output should be subject to an economic overlay. This

follows analysis of historic data and performance which has established no clear correlation between key economic indicators and the

credit performance of the Banking Group’s unique portfolios, meaning the approach is an inherently judgmental exercise.

In the current scenario, the pandemic has caused a deterioration in economic conditions. The Banking Group has therefore applied

judgement to estimate whether the modelled output should be subject to an economic overlay. In exercising that judgement, it was

assumed that the Banking Group’s “base case” economic forecast would prevail. That base case forecast scenario is for:

P. 22

8 Impaired asset expense (continued)



House prices falling 6.6% to March 2021, with a full recovery to June 2021.

That base case also assumes:






The price for exported primary produce would not materially fall.

1.

2.

3.

There are no further significant periods of lockdown in or across any part of NZ as at the date of approval of the Banking Group’s

financial statements for the year ended 30 June 2020.

Heartland Extend, through providing customers with time (with economic conditions improving over time) would be successful in

supporting the Banking Group’s consumer and business customers who need that assistance.

Lastly, the Banking Group engaged a consultant to analyse historic correlations between certain industry default levels and

macroeconomic indicators. This correlation was then applied to the Banking Group’s base case forecast scenario economic

outlook, to determine the degree to which (based on that historic correlation, and the base case forecast scenario) the Banking

Group’s customers may be likely to default in the base case forecast scenario economic overlay. That increased chance of

default was then used to calculate an increase in provisions in affected portfolios.

First, the Banking Group has calculated a “Stage 2” lifetime expected loss provision as applied to the most affected parts of its

portfolio.

This methodology neutralises the concern that the Banking Group’s assistance measures (when considered in conjunction with

the measures put in place to limit the impact of the spread of COVID-19 among the community), may have masked traditional

indicators of increased credit risk, by demonstrating how much provisions would increase by if all customers receiving assistance

were treated as posing increased credit risk for the Banking Group.

Secondly, the Banking Group used the loss rates experienced on its Motor portfolio during the Global Financial Crisis of 2008,

applied them to its current Motor portfolio, and extrapolated the proportionate increase in provisions to its other affected

portfolios.

The recently amended BFGS would be successful in supporting the Banking Group’s business customers who need that

assistance.

Second hand car prices would remain stable.

To reflect that inherent risk, the Banking Group employed three methodologies to ascertain a range of potential expected credit losses

on each of its portfolios:

It is stressed that there is considerable uncertainty in these judgements. As noted by the New Zealand Treasury:

“The magnitude and duration of the downturn and the subsequent pace of the recovery depends on many unknown factors, including

the course of the virus, how long activity restrictions are in place, how quickly the global economy will recover, how behaviours and

production might change, and how successful government policies will be in supporting households and firms.”

Using those assumptions, and taking Management’s experience and deep understanding of the Banking Group’s customers (following

the customer contact programmes implemented by the Banking Group during, and after, COVID-19), the Banking Group recognised

that there is downside risk (including in the event that any of the underlying assumptions transpire to be incorrect) and, as a result, the

Banking Group’s expected credit losses could be understated.

Each of those methodologies have limitations. However, they did provide the Banking Group with a range of “downside” potential credit

losses for each portfolio. Across the three methodologies and portfolios, the range of possible outcomes was between $4.1 million and

$11.8 million. Judgement was applied (taking into account the ranges provided by those methodologies, and all other relevant factors)

in order to calculate an economic overlay across each affected portfolio. As a result a pre-tax overlay of $9.6 million was applied as

outlined in Note 12 - Finance receivables.

Unemployment to peak at 8.2% (June 2021) and then to largely recover over the following 2.5 years; but

A steep initial adverse movement (at close to -20%) in gross domestic product to 30 June 2020 but with a relatively quick, full

recovery by June 2022;

P. 23

9 Taxation
Policy

Income tax

Current tax

Deferred tax

Goods and services tax (GST)

$000'sJune 2020 June 2019

Income tax recognised in profit or loss

Current tax

Current year26,28122,932

Adjustments for prior year1,536(2,037)

Deferred tax

Current year(2,418)2,830

Adjustments for prior year(1,475)1,037

Total income tax expense recognised in profit or loss23,92424,762

Income tax recognised in other comprehensive income

Current tax

Derivatives at fair value reserve768(82)

Fair value movements of cash flow hedge(1,477)-

Deferred tax

Defined benefit plan- (34)

Fair value movements of cash flow hedges- (238)

Total income tax expense recognised in other comprehensive income(709)(354)

Profit before income tax from continuing operations84,62486,892

Profit before income tax from discontinued operations- 6,169

Total profit before income tax84,62493,061

Reconciliation of effective tax rate

Prima facie tax @ 28%23,69526,057

Higher tax rate for overseas jurisdictions- 112

Adjusted tax effect of items not taxable/deductible168(407)

Adjustments for prior year61(1,000)

Total income tax expense23,92424,762

Income tax expense

Income tax expense for the year comprises current tax and movements in deferred tax balances, including any adjustment required for

prior years' tax expense. Income tax expense is recognised in profit and loss except to the extent that it relates to items recognised

directly in other comprehensive income, in which case it is recognised in equity or other comprehensive income.

Revenues, expenses and assets are recognised net of GST. As the Banking Group is predominantly involved in providing financial

services, only a proportion of GST paid on inputs is recoverable. The non-recoverable proportion of GST is treated as an expense or,

if relevant, as part of the cost of acquisition of an asset.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of

assets and liabilities for accounting purposes and the amounts used for taxation purposes. As required by NZ IAS 12 Income Taxes, a

deferred tax asset is recognised only to the extent that it is probable that a future taxable profit will be available to realise the asset.

Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to the tax payable or receivable in respect of previous years. Current tax for current

and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

P. 24

9 Taxation (continued)
Deferred tax assets comprise the following temporary differences:

$000'sJune 2020 June 2019

Employee entitlements

1,468 984

Provision for impairment

17,547 14,391

Investment properties

- 4

Intangibles and property, plant and equipment

(4,576) (4,182)

Deferred acquisition costs

(936) (1,321)

Operating lease vehicles

731 (800)

Other temporary differences

1,093 872

Total deferred tax assets15,3279,948

Opening balance of deferred tax assets9,9485,319

Movement recognised in profit or loss5,136(4,281)

Movement recognised in other comprehensive income- (272)

Transfer on demerger- 1,442

Movement recognised in retained earnings2437,740

Closing balance of deferred tax assets15,3279,948

P. 25

Financial Position
10 Investments

Policy

Fair value through profit or loss

$000'sJune 2020 June 2019

Bank deposits, bank bonds and floating rate notes366,289246,724

Public sector securities and corporate bonds30,71682,370

Local authority stock- 13,399

Equity investments2,30312,435

Total investments399,308 354,928

11 Derivative financial instruments

Policy

Refer to Note 19 - Fair value for details of the split between investments measured at fair value through profit or loss, fair value

through other comprehensive income and amortised cost.

Investments are classified into one of the following categories:

Investments under this category include equity investments and are measured at fair value plus transaction costs. Changes in fair

value of these investments are recognised in profit or loss in the period in which they occur.

Fair value through other comprehensive income

Investments under this category include bank bonds, floating rate notes, local authority stock, public securities and corporate bonds.

These are initially measured at fair value, including transaction costs, and subsequently carried at fair value. Changes in fair value of

these investments are recognised in other comprehensive income and presented within the fair value reserve.

Amortised cost

Investments under this category include bank deposits and are measured using effective interest rate method. They are held to

collect contractual cash flows that are solely payments of principal and interest on the principal amount outstanding.

Derivative financial instruments are contracts whose value is derived from changes in one or more underlying financial instruments or

indices. They include forward contracts, swaps, options and combinations of these instruments.

A hedged item is an asset, liability, firm commitment or highly probable forecast transaction that exposes the Banking Group to risk of

changes in fair value or cash flows, and that is designated as being hedged. The Banking Group applies fair value hedge accounting

to hedge movements in the value of fixed interest rate assets and liabilities subject to interest rate risk. The Banking Group applies

cash flow hedge accounting to hedge the variability in highly probable forecast future cash flows attributable to interest rate risk on

variable rate assets and liabilities.

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently

measured at their fair value at each reporting date. All derivatives are carried as assets when fair value is positive and as liabilities

when fair value is negative.

Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques,

including discounted cash flow models and options pricing models, as appropriate. Fair values include adjustment for counterparty

credit risk. The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated as a

hedging instrument, and if so, the nature of the item being hedged. A hedge instrument is a designated derivative, the changes in fair

values or cash flows of which are expected to offset changes in the fair value of cash flows of the designated hedged item.

P. 26

11 Derivative financial instruments (continued)



The criteria that must be met for a relationship to qualify for hedge accounting include:




The Banking Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments,

as well as its risk management objective and strategy for undertaking various hedge transactions. The Banking Group also

documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging

transactions are highly effective in offsetting changes in fair value of hedged items.

Subsequent to initial designation, changes in the fair value of derivatives that are designated and qualify for fair value hedge

accounting are recorded in the consolidated statement of comprehensive income together with any changes in the fair value of the

hedged asset or liability that are attributable to the hedged risk. The movement in fair value of the hedged item attributable to the

hedged risk is made as an adjustment to the carrying value of the hedged asset or liability.

the instruments or counterparty must be a third party external to the Banking Group.

The criteria that must be met for a relationship to qualify for hedge accounting include:

the hedging relationship must be formally designated and documented at inception of the hedge,

effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and

Fair value hedge accounting

Cash flow hedge accounting

the hedging relationship must be formally designated and documented at inception of the hedge,

effectiveness testing must be carried out on an on-going basis to ensure the hedge is effective, consistent with the originally

documented risk management strategy, and

the instruments or counterparty must be a third party external to the Banking Group.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, the adjustment to

carrying amount of a hedged item is amortised to the consolidated statement of comprehensive income on an effective yield basis

over the remaining period to maturity of the hedged item. Where the hedged item is derecognised from the balance sheet, the

adjustment to the carrying amount of the asset or liability is immediately transferred to the consolidated statement of comprehensive

income.

P. 27

11 Derivative financial instruments (continued)
June 2020

June 2019

Notional Fair Value Fair Value Notional

Fair Value

Fair Value

$000's

PrincipalAssets Liabilities PrincipalAssets Liabilities

Held for risk management

Interest rate related contracts

Swaps 1,140,42217,23816,939 1,958,08413,04911,005

Foreign currency related contracts

Forwards168,100835157,147290142

Options- - - 177,2551,128-

Total derivative financial instruments1,308,52217,24616,974 2,292,48614,46711,147

The Banking Group documents, at the inception of the transaction, the relationship between hedged items and hedging instruments,

as well as its risk management objective and strategy for undertaking various hedge transactions. The Banking Group also

documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging

transactions are highly effective in offsetting changes in cash flows of hedged items.

When a hedging derivative expires or is sold, the hedge no longer meets the criteria for hedge accounting, or the Banking Group

elects to revoke the hedge designation, the cumulative gain or loss on the hedging derivative remains in the cash flow hedging

reserve until the forecast transaction occurs and affects income, at which point it is transferred to the corresponding income or

expense line. If a forecast transaction is no longer expected to occur, the cumulative gain or loss on the hedging derivative previously

reported in the cash flow hedging reserve is immediately transferred to the consolidated statement of comprehensive income.

A fair value gain or loss associated with the effective portion of a derivative designated as a cash flow hedge is recognised initially in

the hedging reserve. The ineffective portion of a fair value gain or loss is recognised immediately in the consolidated statement of

comprehensive income.

P. 28

12 Finance receivables
(a) Finance receivables held at amortised cost

Policy

$000'sJune 2020 June 2019

Non-securitised

Neither at least 90 days past due nor impaired - at amortised cost2,945,623 3,018,679

At least 90 days past due - at amortised cost58,87644,466

Individually impaired - at amortised cost24,66726,412

Gross finance receivables3,029,166 3,089,557

Less provision for impairment(62,272)(58,491)

Total non-securitised finance receivables2,966,894 3,031,066

Securitised

Neither at least 90 days past due nor impaired - at amortised cost78,059-

At least 90 days past due - at amortised cost404-

Individually impaired - at amortised cost- -

Gross finance receivables78,463-

Less provision for impairment(397)-

Total securitised finance receivables78,066-

Total

Neither at least 90 days past due nor impaired - at amortised cost3,023,682 3,018,679

At least 90 days past due - at amortised cost59,28044,466

Individually impaired - at amortised cost24,66726,412

Gross finance receivables3,107,629 3,089,557

Less provision for impairment(62,669)(58,491)

Total finance receivables3,044,960 3,031,066

Refer to Note 22 - Asset quality for further analysis of finance receivables by credit risk concentration.

The impact of COVID-19 on use of judgements and estimates is discussed in Note 8 - Impaired asset expense.

In determining whether credit risk has increased all available information relevant to the assessment including information about past

events, current conditions and reasonable and supportable forecasts of economic conditions at the reporting date are taken into

consideration.

The calculation of expected credit loss is modelled for portfolios of like assets. For portfolios which are either new or too small to

model, judgement is used to determine impairment provisions.

Finance receivables are initially recognised at fair value plus incremental direct transaction costs and are subsequently measured at

amortised cost using the effective interest method, less any impairment loss.

Past due but not impaired assets are any assets which have not been operated by the counterparty within their key terms but are not

considered to be impaired by the Banking Group.

Individually impaired assets are those loans for which the Banking Group has evidence that it will incur a loss, and will be unable to

collect all principal and interest due according to the contractual terms of the loan.

Fees and direct costs relating to loan origination, financing and loan commitments are deferred and amortised to interest income over

the life of the loan using the effective interest rate method. Lending fees not directly related to the origination of a loan are recognised

over the period of service.

P. 29

12 Finance receivables (continued)
Movement in provision

LifetimeLifetime

ECLECL

12 - MonthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

June 2020

Non-securitised

Impairment allowance as at 30 June 201930,4221,78118,4257,86358,491

Changes in loss allowance

Transfer between stages(1,190)(294)(109)1,593-

Recovery of amounts written off- - (2,808)- (2,808)

Credit impairment charge1,7111,79722,0823,38528,975

Recovery of amounts previously written off- - 2,808- 2,808

Write offs- (1,438)(20,658)(5,947)(28,043)

Effect of changes in foreign exchange rate27410- 41

Impairment allowance as at 30 June 2020

32,1602,14422,6675,30162,272

Securitised

Impairment allowance as at 30 June 2019- - - - -

Changes in loss allowance

Transfer between stages(19)118- -

Recovery of amounts written off- - - - -

Credit impairment charge26023114- 397

Recovery of amounts previously written off- - - - -

Write offs- - - - -

Effect of changes in foreign exchange rate- - - - -

Impairment allowance as at 30 June 2020

26023114- 397

Total

Impairment allowance as at 30 June 201930,4221,78118,4257,86358,491

Changes in loss allowance

Transfer between stages(1,209)(283)(101)1,593-

Recovery of amounts written off- - (2,808)- (2,808)

Credit impairment charge1,9711,82022,1963,38529,372

Recovery of amounts previously written off- - 2,808- 2,808

Write offs- (1,438)(20,658)(5,947)(28,043)

Effect of changes in foreign exchange rate27410- 41

Impairment allowance as at 30 June 2020

32,4202,16722,7815,30162,669

-

25,105

31,783

279

2,09124,9991,792

397

2,901

New and increased provision (net of

collective provision releases)

The following table details the movement from the opening balance to the closing balance of the provision for impairment losses by

class.

New and increased provision (net of

collective provision releases)

12106

3,1801,79232,180

New and increased provision (net of

collective provision releases)

2,103

P. 30

12 Finance receivables (continued)
LifetimeLifetime

ECLECL

12 - MonthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

June 2019

Non-securitised

Impairment allowance as at 30 June 201831,7841,36514,9458,89756,991

Changes in loss allowance

Transfer between stages(2,462)(238)522,648-

Recovery of amounts written off- - (829)- (829)

Credit impairment charge(805)41818,3743,95921,946

Recovery of amounts previously written off- - 829- 829

Write offs- - (15,721)(4,993)(20,714)

Effect of changes in foreign exchange rate(51)(2)(2)- (55)

Sale of portfolio(506)- - - (506)

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

Securitised

Impairment allowance as at 30 June 201840020345- 765

Changes in loss allowance

Transfer between stages(8)(7)15- -

Recovery of amounts written off- - - - -

Credit impairment charge(400)(20)(345)- (765)

Recovery of amounts previously written off- - - - -

Write offs- - - - -

Effect of changes in foreign exchange rate- - - - -

Impairment allowance as at 30 June 2019

- - - - -

Total

Impairment allowance as at 30 June 201832,1841,38515,2908,89757,756

Changes in loss allowance

Transfer between stages(2,470)(245)672,648-

Recovery of amounts written off- - (829)- (829)

Credit impairment charge(1,205)39818,0293,95921,181

Recovery of amounts previously written off- - 829- 829

Write offs- - (15,721)(4,993)(20,714)

Effect of changes in foreign exchange rate(51)(2)(2)- (55)

Sale of portfolio(506)- - - (506)

Impairment allowance as at 30 June 2019

30,4221,78118,4257,86358,491

- (392)

1,265643

New and increased provision (net of

collective provision releases)

1,311

1,65765619,1511,31122,775

New and increased provision (net of

collective provision releases)

(765)

New and increased provision (net of

collective provision releases)

(13)(360)

18,79122,010

P. 31

12 Finance receivables (continued)
Impact of COVID-19 on allowance for ECL

$000'sJune 2020

Collectively impaired asset expense (excluding COVID-19 adjustments)16,387

COVID-19 adjustments9,600

Total collectively impaired asset expense25,987

Individually impaired asset expense3,385

Total impaired asset expense29,372

Impact of changes in gross finance receivables held at amortised cost on allowance for ECL

LifetimeLifetime

ECLECL

12 - MonthNot CreditCreditSpecific

$000's

ECL Impaired Impaired ProvisionTotal

Gross finance receivables as at 1 July 2019

2,799,220 206,882 57,043 26,412 3,089,557

Transfer between stages

(61,191)12,570 41,245 7,376

-

Additions

1,496,900 87,843 23,610 -

1,608,353

Deletions

(1,402,340) (118,572)(37,334)(3,174)

(1,561,420)

Write offs

(6,616)(5,463)(10,835)(5,947)

(28,861)

Gross finance receivables as at 30 June 20202,825,973 183,26073,72924,667 3,107,629

(b) Finance receivables held at fair value

Policy

$000'sJune 2020 June 2019

Finance receivables - reverse mortgages609,346 561,131

Total finance receivables - reverse mortgages609,346 561,131

Credit risk adjustments on financial assets designated at fair value through Profit or loss

There were no credit risk adjustments on individual financial assets.

Finance receivables – reverse mortgages are initially recognised, and subsequently measured, at fair value through profit or loss.

Note 19 (a) - Financial instruments measured at fair value discloses further information regarding the Banking Group’s valuation

policy.

The following table represents a summary of amounts included in the credit impairment charge with respect to the Banking Group's

allowance for ECL:

Note 21 - Credit risk exposure discloses further information regarding how reverse mortgages operate.

P. 32

13 Operating lease vehicles
Policy

$000'sJune 2020 June 2019

Cost

Opening balance21,62324,703

Additions9,9385,495

Disposals(7,463)(8,575)

Closing balance24,09821,623

Accumulated depreciation

Opening balance6,1077,179

Depreciation charge for the year3,6343,363

Disposals(3,246)(4,435)

Closing balance6,4956,107

Opening net book value15,51617,524

Closing net book value17,60315,516

14 Borrowings

Policy

$000'sJune 2020 June 2019

Deposits3,269,239 3,153,681

Total borrowings related to deposits3,269,239 3,153,681

Unsubordinated notes293,147285,435

Bank borrowings- 25,002

Certificate of deposit- 34,836

Securitised borrowings65,585-

Total other borrowings358,732 345,273

Deposits and unsubordinated notes rank equally and are unsecured.

The future minimum lease payments receivable under operating leases not later than one year is $3.487 million (2019: $3.952

million), within one to five years is $2.053 million (2019: $3.137 million) and over five years is nil (2019: nil).

Operating lease vehicles are depreciated on a straight line basis over their expected useful life after allowing for any residual values.

The estimated lives of these vehicles vary up to five years. Vehicles held for sale are not depreciated but are tested for impairment.

Operating lease vehicles are stated at cost less accumulated depreciation.

Borrowings and deposits are initially recognised at fair value including incremental direct transaction costs. They are subsequently

measured at amortised cost using the effective interest method.

P. 33

14 Borrowings (continued)
Frequency

of Interest

PrincipalValuationNoteIssue DateRepayment

$125 millionAmortised cost

19 (b)Half yearly

$150 millionAmortised cost

19 (b)Half yearly


15Share capital and dividends

Policy

June 2020 June 2019

Number of Number of

000'sShares Shares

Issued shares

Opening balance565,430560,588

Shares issued during the year- -

Dividend reinvestment plan- 5,283

Cancelled shares- (441)

Closing balance565,430 565,430

Dividends paid

DateCentsDateCents

Declared Per Share$000'sDeclared Per Share$000's

Dividend to HGH- 35,000- 19,790

Dividend to HGH- 20,000- - -

Dividend to HGH- 10,000- - -

In specie dividend- - - - 61,444

Final dividend- - - 5.530,808

Total dividends paid65,000112,042

15 November 2019

5 December 2019

19 February 2019

At 30 June 2020 the Banking Group had the following securitised borrowings outstanding:

The Banking Group has the following unsubordinated notes on issue at balance sheet date:

Maturity Date

12 April 2019

June 2019

Ordinary shares are classified as equity, incremental costs directly attributable to the issue of ordinary shares and share options are

recognised as a deduction from equity, net of any tax effect.

1 August 2019

15 August 2018

12 April 2024

The RBNZ changed the Conditions of Registration for all locally incorporated banks to restrict the payment of dividends on ordinary

shares, and the redemption on non-CET1 capital instruments as a result of the COVID-19 pandemic. The restrictions will remain in

place until further notice. The purpose of the restriction is to support the stability of the financial system due to the current economic

stress arising from COVID-19. The Banking Group has complied with the requirements of the RBNZ. This requirement was effective

from 2 April 2020 and was made via a change in the banks Conditions of Registration (COR).

June 2020

31 October 2018

There were no new shares issued during the period (2019: 5,282,619 new shares were issued at $1.6250 per share on 21 September

2018 under dividend reinvestment plans).

Heartland Auto Receivables Warehouse Trust 2018 - 1 securitisation facility $300 million, drawn $66 million (2019: $150 million,

undrawn). Securitised borrowings held by investors are secured over the assets of the Heartland Auto Receivables Warehouse

Trust 2018-1. The facility has a maturity date of 29 August 2021.

21 September 201721 September 2022

P. 34

16 Other reserves
Foreign

Currency

Employee TranslationDefined Cash Flow

Benefits Reserve Fair Value BenefitHedge

$000'sReserve(FCTR) Reserve Reserve ReserveTotal

June 2020

Balance as at 1 July 2019- - 4,558171(5,843)(1,114)

- - 766- (2,179)(1,413)

Balance as at 30 June 2020

- -

5,324 171 (8,022) (2,527)

June 2019

Balance as at 1 July 20182,5591,2601,590257(1,081)4,585

- (4,229)2,968(86)(4,762)(6,109)

Transfer to Heartland Group Holdings(297)- - - - (297)

Sale of business- 2,969- - - 2,969

Share based payments78- - - - 78

Shares vested(2,340)- - - - (2,340)

Balance as at 30 June 2019

- -

4,558 171 (5,843) (1,114)

17 Other balance sheet items

Policy

$000'sJune 2020 June 2019

Other assets

Trade receivables1,9266,264

GST receivables7423,643

Prepayments3,2694,380

Property, plant and equipment9,8399,896

Other receivables1,6041,179

Total other assets17,38025,362

Policy

Intangible assets

Intangible assets with finite useful lives

Goodwill

Other comprehensive income, net of income tax

Other comprehensive income, net of income tax

Goodwill arising on acquisition represents the excess of the cost of the acquisition over the Banking Group’s interest in the fair value

of the identifiable net assets acquired. Goodwill that has an indefinite useful life is not subject to amortisation and is tested for

impairment annually. Goodwill is carried at cost less accumulated impairment losses.

Property, plant and equipment are stated at cost less accumulated depreciation and impairment (if any). Depreciation is calculated

on a straight line basis to write off the net cost or revalued amount of each asset over its expected life to its estimated residual value.

Software acquired or internally developed by the Banking Group is stated at cost less accumulated amortisation and any accumulated

impairment losses. Expenditure on software assets is capitalised only when it increases the future economic value of that asset.

Amortisation of software is on a straight line basis, at rates which will write off the cost over the assets’ estimated useful lives. The

expected useful life of the software has been determined to be ten years.

P. 35

17 Other balance sheet items (continued)
$000'sJune 2020 June 2019

Computer software

Cost42,53537,210

Accumulated depreciation14,86410,429

Net carrying value of computer software27,67126,781

Goodwill

Cost29,79945,143

Transferred to Heartland Group Holdings Limited- (15,344)

Net carrying value of goodwill29,79929,799

Total intangible assets57,47056,580

• Comparing cashflows and other key financial metrics against budget;

• Material decreases in mid-term and/or long-term growth rates as compared to previous estimates;

• Any material changes in business model or strategy;

• Changes in market interest rates or other market rates of return;

• Fluctuations in the foreign exchange rates or commodity prices that impact the entity’s cash flows; and

• Any deferral of investment projects.

Policy

Employee benefits

$000'sJune 2020 June 2019

Trade and other payables

Trade payables20,0067,890

Insurance liability6,0947,468

Employee benefits6,1044,389

Other tax payables1,2871,542

Total trade and other payables33,49121,289

For the purposes of impairment testing, goodwill is allocated to cash generating units (CGU's). A CGU is the smallest identifiable

group of assets that generate independent cash inflows. The Banking Group has assessed that goodwill should be allocated to

Heartland Bank Limited as the smallest identifiable CGU.

Annual leave entitlements are accrued at amounts expected to be paid. Long service leave is accrued by calculating the probable

future value of the entitlements and discounting back to present value. Obligations to defined contribution superannuation schemes

are recognised as an expense when the contribution is paid.

Goodwill was tested for impairment on 30 June 2020. In assessing impairment, an internal valuation model was developed to indicate

the value of the business i.e. the recoverable amount. This value was compared to the net assets of the Banking Group.

The deterioration in economic conditions as a result of the COVID-19, and the consequential impact on the Banking Group were also

considered for any indicators of impairment. These included:

The recoverable amount was determined on a value in use basis using a five-year discounted cash flow methodology based on

financial budget and forecasts. Key assumptions used in the model included a discount rate of 10% and a terminal growth rate of 2%

which reflect both past experience and external sources of information.

There was no indication of impairment and no impairment losses have been recognised against the carrying amount of goodwill for

the year ended 30 June 2020 (30 June 2019: nil).

P. 36

17 Other balance sheet items (continued)
Policy

Leases

$000'sJune 2020 June 2019

Right of use assets

Balance at 1 July 201910,002-

Depreciation charge for the year, included within depreciation expense in the income statement(2,122)-

Additions to right of use assets9,963-

Total right of use assets17,843-

Lease liability

Current2,021-

Non-current17,850-

Total lease liability19,871-

Interest expense relating to lease liability550-

18 Related party transactions and balances

Policy

a)

A person or a close member of that person's family if that person:

b)

Lease liabilities are measured at the present value of the remaining lease payments and discounted using the Banking Group's

incremental borrowing rate (IBR). Lease liabilities are measured using the effective interest method. Carrying amounts are

remeasured only upon reassessments and lease modifications.

Right of use assets are depreciated at the shorter of lease term or the Banking Group’s depreciation policy for that asset class.

In determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option are

considered. Extension options are only included in the lease term if the lease is reasonably certain to be extended.

The Banking Group leases office space, car parks, equipment and cars. Rental contracts are typically made for fixed periods but may

have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

i) The entity and the Bank are members of the same group;

ii) One entity is an associate or joint venture of the other entity;

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

ii) has significant influence over the Bank; or

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel

of the entity (or of a parent of the entity).

A person or entity is a related party under the following circumstances:

i) has control or joint control over the Bank;

vi) The entity is controlled, or jointly controlled by a person identified in (a); and

v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity

related to the Bank;

iii) is a member of the key management personnel of the Bank.

An entity is related to the Bank if any of the following conditions applies:

P. 37

18 Related party transactions and balances (continued)
(a) Transactions with key management personnel

$000'sJune 2020 June 2019

Transactions with key management personnel

Interest income18-

Interest expense(47)(76)

Key management personnel compensation

Short-term employee benefits(3,034)(4,839)

Short-term employee benefits - HGH parent(6,240)(4,502)

Share-based payment expense(827)(703)

Total transactions with key management personnel(10,130) (10,120)

Due (to) / from key management personnel

Lending239

-

Borrowings - deposits(1,646)(3,019)

Total due (to) / from key management personnel(1,407)(3,019)

(b) Transactions with related parties

$000'sJune 2020 June 2019

Heartland Group Holdings Limited

Interest expense

47

-

Dividends paid

65,000

112,042

Disposal of investment in Harmoney Corp Limited

11,935

-

Management fees to HGH

4,745

-

Management fees from HGH

160

-

Heartland Australia Group Pty Limited (HAG)

Interest income

678 1,846

Funding repaid to the Bank

27,225

-

All other transactions with KMPs and their related entities are made on terms equivalent to those that prevail in arm's length

transactions.

The Banking Group's ultimate parent company is HGH.

KMP receive personal banking and financial investment services from the Bank in the ordinary course of business. The terms and

conditions, for example interest rates and collateral, and the risks to the Bank are comparable to transactions with other employees

and did not involve more than the normal risk of repayment or present other unfavourable features.

Related party transactions between the Banking Group eliminate on consolidation. Related party transactions outside of the Banking

Group are as follows:

The Bank has regular transactions with its ultimate parent company, fellow subsidiaries and subsidiaries (collectively known as the

Heartland Group) on agreed terms. The transactions include the provision of administrative services, tax transactions, and customer

operations and call centre. Banking facilities are provided by Heartland Bank Limited to other Heartland Group entities on normal

commercial terms as with other customers. There is no lending from the Banking Group to HGH.

Key management personnel (KMP), are those who, directly or indirectly, have authority and responsibility for planning, directing and

controlling the activities of HGH and HBL. This includes all executive staff, Directors and their close family members.

P. 38

18 Related party transactions and balances (continued)
$000'sJune 2020 June 2019

Australian Seniors Finance Pty Limited (ASF)

Management fees to ASF

9

-

Management fees from ASF

1,790

-

Southern Cross Building Society Staff Superannuation (SCBS)

Interest expense

33

43

Management fees from SCBS

10

10

(c) Due from/to related parties

$000'sJune 2020 June 2019

Due from

Australian Seniors Finance Pty Limited

1,481

-

Heartland Australia Group Pty Limited- 24,558

Total due from related parties1,481 24,558

Due to

Heartland Group Holdings Limited

5,788 3,381

ASF Settlement Trust

197

-

Heartland Australia Group Pty Ltd

1,959

-

Total due to related parties7,944 3,381

(d)

$000'sJune 2020 June 2019

Heartland Group Holdings Limited

Retail deposits

5,047

-

Southern Cross Building Society Staff Superannuation

Retail deposits

1,934

2,070

19 Fair value

Policy

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

The Banking Group measures fair values using the following fair value hierarchy, which reflects the observability of the inputs used in

measuring fair value:

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as

prices) or indirectly (derived from prices).

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Other balances with related parties

On initial recognition, the transaction price generally represents the fair value of the financial instrument, unless there is observable

information from an active market that provides a more appropriate fair value.

The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or

dealer price quotations. For all other financial instruments, the Banking Group determines fair value using other valuation techniques.

P. 39

19 Fair value (continued)
(a) Financial instruments measured at fair value

Investments

Finance receivables - reverse mortgages


Mortality and move to care;


Voluntary exits;


House price changes;


No negative equity guarantee; and


Interest rate margin.

Investments in unlisted equity securities are classified as being fair valued through profit or loss and are valued under Level 3 of the

fair value hierarchy, with the fair value being based on unobservable inputs.

The Banking Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which

the change has occurred.

The following methods and assumptions were used to estimate the fair value of each class of financial asset and liability measured at

fair value on a recurring basis in the consolidated statement of financial position.

Investments in public sector securities and corporate bonds are classified as being available for sale and are stated at FVOCI, with

the fair value being based on quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable market

inputs (Level 2 under the fair value hierarchy). Refer to Note 10 - Investments for more details.

Investments valued under Level 2 of the fair value hierarchy are valued either based on quoted market prices or dealer quotes for

similar instruments, or discounted cash flows analysis.

Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

For subsequent measurement the Banking Group has considered if the fair value can be determined by reference to a relevant active

market or observable inputs, but has concluded relevant support is not currently available. In the absence of such market evidence

the Banking Group has used valuation techniques (income approach) including actuarial assessments to consider the fair value.

Reverse mortgage loans are classified at fair value through profit or loss. On initial recognition the Banking Group considers the

transaction price to represent the fair value of the loan.

When the Banking Group enters into a reverse mortgage loan the Banking Group has set expectations regarding the loan’s current

and future risk profile and expectation of performance. This expectation references a wide range of assumptions including:

P. 40

19 Fair value (continued)
Derivative financial instruments

$000'sLevel1Level2Level3Total

June 2020

Assets

Investments295,30094,3542,303391,957

Derivative financial instruments- 17,246- 17,246

Finance receivables - reverse mortgages- - 609,346609,346

Total financial assets measured at fair value295,300 111,600 611,649 1,018,549

Liabilities

Derivative financial instruments- 16,974- 16,974

Total financial liabilities measured at fair value- 16,974- 16,974

$000'sLevel1Level2Level3Total

June 2019

Assets

Investments255,87579,04712,435347,357

Derivative financial instruments- 14,467- 14,467

Finance receivables - reverse mortgages- - 561,131561,131

Total financial assets measured at fair value255,87593,514 573,566 922,955

Liabilities

Derivative financial instruments- 11,147- 11,147

Total financial liabilities measured at fair value- 11,147- 11,147

The following table analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy

into which each fair value measurement is categorised. The amounts are based on the values recognised in the consolidated

statement of financial position.

Interest rate and foreign currency related contracts are recognised in the financial statements at fair value. Fair values are

determined from observable market prices as at the reporting date, discounted cash flow models or option pricing models as

appropriate. (Level 2 under the fair value hierarchy).

At balance date the Banking Group does not consider any of the above expectations to have moved outside of the original

expectation range. Therefore the Banking Group has continued to estimate the fair value of the portfolio at transaction price. There

has been no fair value movement recognised in profit or loss during the period. Given the nature of the loan terms and tenor, the fair

value as recorded is regarded as not being highly sensitive to the above assumptions, particularly to house prices and interest rates,

that would impact the fair value at balance date. While noting the significant uncertainty around future economic conditions, based on

current judgment there is no evidence that COVID-19 will have a long-term adverse impact on market conditions, particularly

regarding the key elements of house prices or interest rates, that would materially influence the fair value of the reverse mortgage

portfolio at balance date.

The Banking Group will continue to reassess the existence of a relevant active market and movements in expectations on an on-

going basis.

P. 41

19 Fair value (continued)
The movement in Level 3 assets measured at fair value are below:

$000's

InvestmentsTotal

June 2020

As at 1 July 2019

561,13112,435573,566

New loans

76,729- 76,729

Repayments

(69,932)- (69,932)

Capitalised Interest and fees

39,620- 39,620

Additions

- 1,8031,803

Deletions

- (11,935)(11,935)

Other

1,798- 1,798

As at 30 June 2020

609,3462,303611,649

$000's

InvestmentsTotal

June 2019

As at 1 July 2018

456,8449,694466,538

Purchased from ASF

54,711- 54,711

New loans

57,477- 57,477

Repayments

(42,715)- (42,715)

Capitalised Interest and fees

36,903- 36,903

Additions

- 2,7412,741

Other

(2,089)- (2,089)

As at 30 June 2019

561,13112,435573,566

(b) Financial instruments not measured at fair value

Cash and cash equivalents

Finance receivables

Borrowings

Finance Receivables

- Reverse Mortgage

The following assets and liabilities of the Banking Group are not measured at fair value in the consolidated statement of financial

position.

The fair value of deposits, bank borrowings and other borrowings is the present value of future cash flows and is based on the current

market interest rates payable by the Banking Group for debt of similar maturities. The average current market rate used to fair value

borrowings was 2.24% (2019: 2.59%).

Cash and cash equivalents are measured at amortised cost and their carrying value is considered equivalent to their fair value due to

their short term nature.

The fair value of the Banking Group's finance receivables is calculated using a valuation technique which assumes the Banking

Group's current weighted average lending rates for loans of a similar nature and term.

The current weighted average lending rate used to fair value finance receivables with a fixed interest rate was 8.06% (2019: 8.88%).

Finance receivables with a floating interest rate are deemed to be at current market rates. The current amount of credit provisioning

has been deducted from the fair value calculation of finance receivables as a proxy for future losses.

- Reverse Mortgage

Finance Receivables

P. 42

19 Fair value (continued)
Due to and from related parties

Other financial assets and financial liabilities

TotalTotal

Fair Value Total Fair Carrying Fair Value Total Fair Carrying

$000'sHierarchyValueValue HierarchyValueValue

Assets

Cash and cash equivalentsLevel 1 105,463105,463Level 139,14039,140

Investments

1

Level 27,3757,351Level 27,4327,571

Finance receivablesLevel 2 3,092,150 3,044,960Level 2 3,017,327 3,031,066

Due from related partiesLevel 31,4811,481Level 324,55824,558

Other financial assetsLevel 33,5303,530Level 37,4437,443

Total financial assets3,209,999 3,162,7853,095,900 3,109,778

Liabilities

Retail depositsLevel 2 3,283,530 3,269,239Level 2 3,160,426 3,153,681

Borrowings - securitisedLevel 265,58565,585Level 2- -

Other borrowingsLevel 2 293,147293,147Level 2 345,273345,273

Due to related parties

Level 37,9447,944Level 33,3813,381

Other financial liabilitiesLevel 326,10026,100Level 315,35815,358

Total financial liabilities3,676,306 3,662,0153,524,438 3,517,693

June 2020June 2019

1

Included within investments are bank deposits which are held to support the Banking Group's contractual cash flows. Such investments are

measured at amortised cost.

The fair value of amounts due to and from related parties is considered equivalent to their carrying value due to their short term

nature.

The following table sets out financial instruments not measured at fair value, compares their carrying value against their fair value and

analyses them by level in the fair value hierarchy.

The fair value of financial instruments such as short-term trade receivables and payables is considered equivalent to their carrying

value due to their short term nature.

P. 43

19 Fair value (continued)
(c) Classification of financial instruments

Total

Amortised Carrying Total Fair

$000'sFVOCIFVTPLCostValueValue

June 2020

Cash and cash equivalents- - 105,463105,463105,463

Investments389,6542,3037,351399,308399,332

Finance receivables- - 3,044,960 3,044,960 3,092,150

Finance receivables - reverse mortgages- 609,346- 609,346609,346

Derivative financial instruments3217,214- 17,24617,246

Due from related parties- - 1,4811,4811,481

Other financial assets- - 3,5303,5303,530

Total financial assets389,686 628,863 3,162,785 4,181,334 4,228,548

Retail deposits- - 3,269,239 3,269,239 3,283,530

Other borrowings- - 358,732358,732358,732

Derivative financial instruments15,4091,565- 16,97416,974

Due to related parties- - 7,9447,9447,944

Other financial liabilities- - 26,10026,10026,100

Total financial liabilities15,4091,565 3,662,015 3,678,989 3,693,280

Total

Amortised Carrying Total Fair

$000'sFVOCIFVTPLCostValueValue

June 2019

Cash and cash equivalents- - 39,14039,14039,140

Investments334,92212,4357,571354,928354,789

Finance receivables- - 3,031,066 3,031,066 3,017,327

Finance receivables - reverse mortgages- 561,131- 561,131561,131

Derivative financial instruments2,82511,642- 14,46714,467

Due from related parties- - 24,55824,55824,558

Other financial assets- - 7,4437,4437,443

Total financial assets337,747 585,208 3,109,778 4,032,733 4,018,855

Retail deposits- - 3,153,681 3,153,681 3,160,426

Other borrowings- - 345,273345,273345,273

Derivative financial instruments9,8931,254- 11,14711,147

Due to related parties- - 3,3813,3813,381

Other financial liabilities- - 15,35815,35815,358

Total financial liabilities9,8931,254 3,517,693 3,528,840 3,535,585

The following tables summarise the categories of financial instruments and the carrying value and fair value of all financial

instruments of the Banking Group:

P. 44

Risk Management
20 Enterprise risk management program

Role of the Board and the Board Risk Committee

• The Board's Risk Appetite Statement.

• Heartland’s Internal Capital Adequacy Assessment Program (ICAAP) including appropriate stress testing scenarios.



• Conduct, culture and customer outcomes, including emerging risks and any areas of concern.

• Credit exposures of the Bank, including the Delegated Lending Authority Policy and Framework.

• New products, including the process for approval of new products.

Audit Committee

The board of directors (the Board) sets and monitors the Banking Group’s risk appetite across the primary risk domains of credit, capital,

liquidity, market (including interest rate), operational and compliance and general business risk. Management are, in turn, responsible for

ensuring appropriate structures, policies, procedures and information systems are in place to actively manage these risk domains, as

outlined within the Enterprise Risk Management Framework (ERMF). Collectively, these processes are known as the Bank's Enterprise

Risk Management Program (RMP).

The Board, through its Board Risk Committee (BRC) is responsible for oversight and governance of the development of the RMP. The

role of the BRC is to assist the Board to formulate its risk appetite, and to monitor the effectiveness of the RMP. The BRC has the

following specific responsibilities:

The effectiveness of the ERMF and internal compliance and risk related policies, including approval or variation of policies,

procedures and standards.

Respond to changes anticipated in the economic, business and regulatory environment.

The Audit Committee focuses on financial reporting and application of accounting policies as part of the internal control and risk

assessment framework. The Audit Committee monitors the identification, evaluation and management of all significant risks through the

Banking Group. This work is supported by Internal Audit, which provides an independent assessment of the design, adequacy and

effectiveness of internal controls. The Audit Committee receives regular reports from Internal Audit.

Charters for both the BRC and the Audit Committee ensure suitable cross representation to allow effective communication pertaining to

identified issues with oversight by the Board. The CRO has a direct reporting line to the Chairman of the BRC. The Head of Internal Audit

has a direct reporting line to the Chairman of the Audit Committee.

The BRC consists of four non-executive directors. Two members of the BRC sit on the Audit Committee. In addition the CEO Heartland

Bank Limited (HBL), GCRO, CFO, Chief Legal & Bank Risk Officer, and Head of Internal Audit (or their nominee, subject to the Chair’s

prior approval) attend the BRC meetings, and the directors who are not members of the BRC are entitled to attend meetings and to

receive copies of the BRC papers.

Internal Audit is allowed full, free and unfettered access to any and all of the organisation’s records, personnel and physical properties

deemed necessary to accomplish its activities.

Internal Audit

The Banking Group has an Internal Audit function, the objective of which is to provide independent, objective assurance over the internal

control environment. In certain circumstances, Internal Audit will provide risk and control advice to Management provided the work does

not impede the independence of the Internal Audit function. The function assists The Banking Group in accomplishing its objectives by

bringing a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance

processes.

P. 45

20Enterprise risk management program (continued)
Asset and Liability Committee (ALCO)

• Market risk (including non-traded interest rate risk and the investment of capital).

• Liquidity risk (including funding).

• Foreign exchange rate risk.

• Balance sheet structure.

• Capital management.

Executive Risk Committee (ERC)

Operational and compliance risk


A regular cycle of review has been implemented to cover all areas of the business, focused on assessment, management and control of

risks identified. The audit plan takes into account cyclical review of various business units and operational areas, as well as identified

areas of higher identified risk. The audit methodology is designed to meet the International Standards for the Professional Practice of

Internal Auditing of The Institute of Internal Auditors.

Each audit has specific audit procedures tailored to the area of business that is being reviewed. The audit procedures are updated during

each audit to reflect any process changes. Audit work papers are completed to evidence the testing performed in accordance with the

audit procedures.

The Internal Audit function has a direct reporting line, and accountability to the Audit Committee of the Bank and administratively to the

Chief Legal & Bank Risk Officer. A schedule of all outstanding internal control issues is maintained and presented to the Audit Committee

to assist the Audit Committee to track the resolution of previously identified issues. Any issues raised that are categorised as high risk are

specifically reviewed by Internal Audit during a follow-up review once the issue is considered closed by management. The follow-up

review is performed with a view to formally close out the issue.

Audit reports are addressed to the manager of the relevant area that is being audited in addition to other relevant stakeholders within the

Bank. Management comments are obtained from the process owner(s) and are included in the report.

The ERC comprises the CEO HBL, GCRO, CFO, Chief Legal & Bank Risk Office and Head of Internal Audit. The ERC has responsibility

for overseeing risk aspects not considered by ALCO, including that the internal control environment is managed so that residual risk is

consistent with the Banking Group's risk appetite. The ERC generally meets monthly, and provides minutes to the BRC. ERC’s specific

responsibilities include decision making and oversight of operational, compliance risk, and credit risk.

The ALCO comprises the CEO HGH, CEO HBL, GCRO, CFO, Chief Legal & Bank Risk Officer, Treasurer, Head of Retail, Financial

Controller HBL and Chief Distribution Officer. The ALCO has responsibility for overseeing aspects of risk management of the Banking

Group's financial position. The ALCO usually meet monthly, and provide reports to the BRC. ALCO's specific responsibilities include

decision making and oversight of risk matters in relation to:

Operational and compliance risk is the risk arising from day to day operational activities in the execution of the Banking Group's strategy

which may result in direct or indirect loss. Operational and compliance risk losses can occur as a result of fraud, human error, missing or

inadequately designed processes, failed systems, damage to physical assets, improper behaviour or from external events. The losses

range from direct financial losses, to reputational damage, unfavourable media attention, injury to or loss of staff or clients or as a breach

of laws or banking regulations. Where appropriate, risks are mitigated by insurance.

To ensure appropriate responsibility is allocated for the management, reporting and escalation of operational and compliance risk, the

Banking Group operates a “three lines of defence” model which outlines principles for the roles, responsibilities and accountabilities for

operational and compliance risk management:

The first line of defence is the business line management of the identification, management and mitigation of the risks associated with

the products and processes of the business. This accountability includes regular testing and attestation of the adequacy and

effectiveness of controls and compliance with the Banking Group's policies.

P. 46

20Enterprise risk management program (continued)


Market risk

Interest rate risk





Foreign exchange risk

Counterparty Credit Risk


• Finance receivables;



The Banking Group’s exposure to operational and compliance risk is governed by a risk appetite statement approved by the Board and is

used to guide management activities by the ERC. This statement sets out the nature of risk which may be taken and aggregate risk limits,

including the requirement for the ERC to monitor adherence to this.

Mismatches between the repricing dates of interest bearing assets and liabilities (yield curve and repricing risk);

Banking products repricing differently to changes in wholesale market rates (basis risk);

The third line of defence is Internal Audit which is responsible for independently assessing how effectively the Banking Group is

managing its risk according to its stated risk appetite.

Interest rate risk refers to exposure of an entity’s earnings and / or capital because of a mismatch between the interest rate exposures of

its assets and liabilities. Interest rate risk for the Banking Group arises from the provision of non-traded retail banking products and

services and from traded wholesale transactions entered into to reduce aggregate interest rate risk (known as hedges). This risk arises

from four key sources:

The second line of defence is the Risk and Compliance function, responsible for the design and ownership of the Operational Risk

Management Framework. It incorporates key processes including Risk and Control Self-Assessment (RCSA), incident management,

independent evaluation of the adequacy and effectiveness of the internal control framework and the attestation process.

Market risk is the possibility of experiencing losses or gains due to factors affecting the overall performance of financial markets in which

the Banking Group is exposed. The primary market risk exposures for the Banking Group are interest rate risk and foreign exchange risk.

The risk being that market interest rates or foreign exchange rates will change and adversely impact on the Banking Group’s earnings due

to either adverse moves in foreign exchange market rates or in the case of interest rate risks mismatches between repricing dates of

interest bearing assets and liabilities and/or differences between customer pricing and wholesale rates.

Foreign exchange risk is the risk that the Banking Group’s earnings and shareholder equity position are adversely impacted from changes

in foreign exchange rates. The Banking Group has exposure to foreign exchange translation risks through its holding of AUD assets.

Loan prepayment or deposit early withdrawal behaviour from customers that deviates from the expected or contractually agreed

behaviour (optionality risk); and

The effect of internal or market forces on a bank’s net interest margin where, for example, in a low rate environment any fall in rates

will further decrease interest income earned on the assets whereas funding cost cannot be reduced as it is already at the minimum

level (margin compression risk).

Counterparty credit risk is managed against limits set in the Market Risk Policy including credit exposure on derivative contracts, bilateral

set-off arrangements, cash and cash equivalents and investment securities.

The Banking Group has on-going credit exposure associated with:

Cash and cash equivalents;

Holding of investment securities; and

Payments owed to the Banking Group from risk management instruments.

Refer Note 24 - Interest rate risk for further details regarding interest rate risk.

P. 47

21Credit risk exposure

Credit origination meets agreed levels of credit quality at point of approval;


Sector concentrations are monitored;


Maximum total exposure to any one debtor is actively managed;


Changes to credit risk are actively monitored with regular credit reviews.

Reverse mortgage loans and negative equity risk

Business Finance Guarantee Scheme

The Bank, along with other registered banks in New Zealand, has entered into a Deed of Indemnity with the New Zealand Government to

implement the New Zealand Governments Business Finance Guarantee Scheme. The purpose of the scheme is to provide short term

credit to eligible small and medium size businesses, who have been impacted by economic effects of COVID 19. The scheme allows

banks to lend to a maximum of $500,000 for a maximum of three years. The New Zealand Government will guarantee 80% of any loss

incurred (credit risk) with the Bank holding the remaining 20%. As at 30 June 2020 the Bank had a total exposure of $6.5 million to its

customers under the scheme.

The Banking Group’s exposure to negative equity risk is managed by the Credit Risk Oversight Policy in conjunction with associated

lending standards specific for this product. In addition to usual criteria regarding the type, and location, of security property that the

Banking Group will accept for reverse mortgage lending, a key aspect of the Banking Group's policy is that a borrower’s age on origination

of the reverse mortgage loan will dictate the loan-to-value ratio of the reserve mortgage on origination. Both New Zealand and Australia

reverse mortgage operations are similarly aligned. The policy is managed and reviewed periodically to ensure appropriate consistency

across locations.

Impact of COVID-19 has been considered by the Banking Group as outlined in Note 8 - Impaired asset expense.

Reverse mortgage loans are a form of mortgage lending designed for the needs of people over 60 years. These loans differ to

conventional mortgages in that they typically are not repaid until the borrower ceases to reside in the property. Further, interest is not

required to be paid, it is capitalised into the loan balance and is repayable on termination of the loan. As such, there are no incoming cash

flows and therefore no default risk to manage during the term of the loan. Negative equity risk arises from the promise by the Banking

Group that the maximum repayment amount is limited to the net sale proceeds of the borrowers' property.

Credit risk is the risk that a borrower will default on any type of debt by failing to make payments which it is obligated to make. The risk is

primarily that of the lender and includes loss of principal and interest, disruption to cash flows and increased collection costs.

To manage this risk the ERC oversees the formal credit risk management strategy. The ERC reviews the Banking Group's credit risk

exposures typically on a monthly basis. The credit risk management strategies aim to ensure that:

Credit risk is managed to achieve sustainable risk-reward performance whilst maintaining exposures within acceptable risk “appetite”

parameters. This is achieved through the combination of governance, policies, systems and controls, underpinned by commercial

judgement as described below.

The BRC has authority from the Board for approval of all credit exposures. Lending authority has been provided to the Banking Group's

Credit Committees, and to the business units under a detailed Delegated Lending Authority framework. Application of credit discretions in

the business operation are monitored through a defined review and hindsight structure as outlined in the Credit Risk Oversight Policy.

Delegated Lending Authorities are provided to individual officers with due cognisance of their experience and ability. Larger and higher

risk exposures require approval of senior management, the Credit Committees and ultimately through to the BRC.

The Banking Group employs a process of hindsighting loans to ensure that credit policies and the quality of credit processes are

maintained.

The BRC also oversees the Banking Group's credit risk exposures to monitor overall risk metrics having regard to risk appetite set by the

Board.

P. 48

21Credit risk exposure (continued)
Maximum exposure to credit risk at the relevant reporting dates

$000'sJune 2020 June 2019

Cash and cash equivalents105,46339,140

Investments397,005342,493

Finance receivables3,044,960 3,031,066

Finance receivables - reverse mortgages609,346561,131

Derivative financial assets17,24614,467

Due from related parties1,48124,558

Other financial assets3,5307,443

Total on balance sheet credit exposures4,179,031 4,020,298

Concentration of credit risk by geographic region

$000'sJune 2020 June 2019

New Zealand3,814,932 3,711,429

Australia131,419113,209

Rest of the world

1

295,349254,151

4,241,700 4,078,789

Provision for impairment(62,669)(58,491)

Total on balance sheet credit exposures4,179,031 4,020,298

Concentration of credit risk by industry sector

$000'sJune 2020 June 2019

Agriculture625,141689,089

Forestry and fishing145,045132,545

Mining12,99313,695

Manufacturing75,65970,740

Finance and insurance556,537419,709

Wholesale trade39,54040,869

Retail trade and accommodation 232,664237,342

Households1,674,286 1,671,097

Other business services163,801170,013

197,174186,843

Rental, hiring and real estate services142,467148,561

Transport and storage257,634237,451

Other118,75960,835

4,241,700 4,078,789

Provision for impairment(62,669)(58,491)

Total on balance sheet credit exposures4,179,031 4,020,298

Construction

1

These overseas assets are primarily NZD-denominated investments in AA+ and higher rated securities issued by offshore supranational agencies

("Kauri Bonds").

The Australian and New Zealand Standard Industrial Classification (ANZSIC) codes have been used as the basis for categorising

customer industry sectors.

The following table represents the maximum credit risk exposure, without taking account of any collateral held. The exposures set out

below are based on net carrying amounts as reported in the consolidated statement of financial position.

P. 49

21Credit risk exposure (continued)
Commitments to extend credit

$000'sJune 2020 June 2019

Undrawn facilities available to customers166,489110,920

Conditional commitments to fund at future dates58,04514,286

Credit exposures to connected persons

Peak End-of-Day for

As at June 2020

Year Ended June 2020

Credit exposures to connected persons ($000's)1.4829.84

As a percentage of Tier 1 capital of the Banking Group at end of the year (%)0.28%5.78%

Credit exposures to non-bank connected persons ($000's)1.4829.84

As a percentage of Tier 1 capital of the Banking Group at end of the year (%)0.28%5.78%

Credit exposure to individual counterparties

The Banking Group's methodology for calculating credit exposure concentrations is on the basis of actual credit exposures and calculated

on a gross basis (net of individual credit impairment allowances and excluding advances of a capital nature) in accordance with the

Bank's conditions of registration and the Reserve Bank's Connected Exposures Policy (BS8). Peak end-of-day credit exposures to non-

bank connected persons are calculated using the Banking Group’s Tier 1 capital at the end of the reporting period.

As at 30 June 2020, the Banking Group had no aggregate contingent exposures to connected persons arising from risk lay-off

arrangements in respect of credit exposures to counterparties (excluding counterparties that are connected persons). The aggregate

amount of the Banking Group's individual credit provisions provided against credit exposure to connected persons was nil at 30 June

2020.

As at 30 June 2020 there were no undrawn lending commitments available to counterparties for whom drawn balances are classified as

individually impaired (2019: nil).

The Banking Group measures its concentration of credit risk to individual counterparties at the reporting date based on actual exposures.

Peak aggregate end-of-day credit exposure is determined by taking the maximum end-of-day aggregate amount of credit exposure over

the relevant six month period. The exposure is then divided by the Banking Group's Common Equity Tier 1 (CET1) Capital as at the

reporting date.

The exposure information in the table below excludes exposures to connected persons, the central government or central bank of any

country with a long term credit rating of A- or A3 or above, or its equivalent and any supranational or quasi-sovereign agency with a long-

term credit rating of A- or A3 or above, or its equivalent.

The Banking Groups rating-contingent limit as defined in its conditions of registration is 15%, which is the same as the overall rating-

contingent sub-limit which applies to the aggregate credit exposure to non-bank connected persons. There have been no rating-

contingent limit changes during the accounting period.

As at 30 June 2020 the Banking Group had 1 counterparty whose period end or peak end-of-day over the relevant six month period credit

exposures is over 10% of equity to individual counterparties (not being members of groups of closely related counterparties) or groups of

closely related counterparties (excluding central government of any country with a long-term credit rating of A- or A3 or above, or its

equivalent, or any bank with a long-term credit rating of A- or A3 or above, or its equivalent, and connected persons).

P. 50

21Credit risk exposure (continued)
Peak End-of-Day over

As at June 2020

6 Months to June 2020

Exposures to banks

1 1

- -

- -

Exposures to non-banks

- -

22 Asset quality

Corporate

Residential

All Other

(a) Finance receivables by credit risk concentration

$000'sCorporate Residential All OtherTotal

June 2020

Neither at least 90 days past due nor impaired1,889,231632,894 1,110,903 3,633,028

At least 90 days past due27,09859931,58359,280

Individually impaired22,77491,88424,667

Gross finance receivables1,939,103 633,502 1,144,370 3,716,975

Provision for impairment(34,614)(7)(28,048)(62,669)

Total net finance receivables1,904,489 633,495 1,116,322 3,654,306

June 2019

Neither at least 90 days past due nor impaired1,735,151592,807 1,251,852 3,579,810

At least 90 days past due15,25653528,67544,466

Individually impaired26,412- - 26,412

Gross finance receivables1,776,819 593,342 1,280,527 3,650,688

Provision for impairment(34,469)(104)(23,918)(58,491)

Total net finance receivables1,742,350 593,238 1,256,609 3,592,197

Number of Exposures

Number of Exposures

Lending secured by a first ranking mortgage over a residential property used primarily for residential

purposes either by the mortgagor or a tenant of the mortgagor

Business lending including rural lending

With a long-term credit rating of at least BBB- or Baa3, or its equivalent, and at

most BBB+ or Baa1, or its equivalent

With a long-term credit rating of A- or A3 or above, or its equivalent:

- -

The disclosures in this note are categorised by the following credit risk concentrations:

10% to less than 15% of CET1 capital

- -

With a long-term credit rating of A- or A3 or above, or its equivalent:

This relates primarily to consumer lending to individuals

With a long-term credit rating of at least BBB- or Baa3, or its equivalent, and at

most BBB+ or Baa1, or its equivalent

Total number of exposures to non-banks that are greater than 10% of CET1

capital

- -

15% to less than 20% of CET1 capital

20% to less than 25% of CET1 capital

P. 51

22Asset quality (continued)
(b) Past due but not impaired

$000'sCorporate Residential All OtherTotal

June 2020

Less than 30 days past due14,30185320,96536,119

At least 30 but less than 60 days past due9,361- 10,86320,224

At least 60 but less than 90 days past due8,041478,28016,368

At least 90 days past due27,09859931,58359,280

Total past due but not impaired58,8011,49971,691 131,991

June 2019

Less than 30 days past due15,2971,17441,09557,566

At least 30 but less than 60 days past due7,50947213,58021,561

At least 60 but less than 90 days past due4,671- 6,92011,591

At least 90 days past due15,25653528,67544,466

Total past due but not impaired42,7332,18190,270 135,184

(c) Individually impaired assets

$000'sCorporate Residential All OtherTotal

June 2020

Opening26,412- - 26,412

Additions 5,48391,8847,376

Deletions(3,174)- - (3,174)

Write offs(5,947)- - (5,947)

Closing gross individually impaired assets22,77491,88424,667

Less: provision for individually impaired assets5,301- - 5,301

Total net individually impaired assets17,47291,88419,366

June 2019

Opening41,2376123,33745,186

Reclassified on adoption of NZ IFRS9- (612)- (612)

Additions 6,479- - 6,479

Deletions(16,311)- (3,337)(19,648)

Write offs(4,993)- - (4,993)

Closing gross individually impaired assets26,412- - 26,412

Less: provision for individually impaired assets7,863- - 7,863

Total net individually impaired assets18,549- - 18,549

P. 52

22Asset quality (continued)
(d) Credit risk grading

Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecifically

$000's

ECL Impaired Impaired Provided Fair valueTotal

June 2020

Judgemental portfolio

Grade 1 - Very Strong28- - - - 28

Grade 2 - Strong9,323- - - - 9,323

Grade 3 - Sound65,084- 189- - 65,273

Grade 4 - Adequate509,1545,1174,238- - 518,509

Grade 5 - Acceptable817,1904,6131,938- - 823,741

Grade 6 - Monitor- 112,5862,558- - 115,144

Grade 7 - Substandard- 27,28917,652- - 44,941

Grade 8 - Doubtful- - - 16,025- 16,025

Grade 9 - At risk of loss- - - 8,642- 8,642

Total Judgemental portfolio1,400,779149,60526,57524,667- 1,601,626

Total Behavioural portfolio1,425,19433,65547,154- 609,346 2,115,349

Gross finance receivables2,825,973 183,260 73,729 24,667 609,346 3,716,975

Provision for impairment(32,420)(2,167)(22,781)(5,301)- (62,669)

Total finance receivables2,793,553 181,093 50,948 19,366 609,346 3,654,306

Judgemental loans are individually risk graded based on loan status, financial information, security and debt servicing ability. Exposures in

the Judgemental portfolio are credit risk graded by an internal risk grading mechanism where grade 1 is the strongest risk. Grade 8 and

grade 9 are the weakest risk grades where a loss is probable. Behavioural loans are managed based on their arrears status.

Upon adoption of NZ IFRS 9 all loans past due but not impaired have been categorised into three impairments stages (refer Note 8) which

are in most cases based on arrears status. If a Judgemental loan is risk graded 6 or above it will be classified as stage 2 as a minimum

and carry a provision based on lifetime expected credit losses.

The Banking Group's finance receivables are monitored either by account behaviour (Behavioural portfolio) or a regular assessment of

their credit risk grade based on an objective review of defined risk characteristics (Judgemental portfolio).

The Judgemental portfolio consists mainly of business and rural lending where an on-going and detailed working relationship with the

customer has been developed while the Behavioural portfolio consists of consumer, retail and smaller business receivables.

Finance receivables - reverse mortgages have no arrears characteristics and are assessed on origination against a pre-determined

criteria.

P. 53

22Asset quality (continued)
Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecifically

$000's

ECL Impaired Impaired ProvidedTotal

June 2019

Judgemental portfolio

Grade 1 - Very Strong7- - - - 7

Grade 2 - Strong8,685- - - - 8,685

Grade 3 - Sound86,109- 71- - 86,180

Grade 4 - Adequate478,6823,7075,478- - 487,867

Grade 5 - Acceptable851,8734,8354,854- - 861,562

Grade 6 - Monitor- 142,1225,031- - 147,153

Grade 7 - Substandard- 22,9133,450- - 26,363

Grade 8 - Doubtful- - - 15,391- 15,391

Grade 9 - At risk of loss- - - 11,021- 11,021

Total Judgemental portfolio1,425,356173,57718,88426,412- 1,644,229

Total Behavioural portfolio1,373,86433,30538,159- 561,131 2,006,459

Gross finance receivables2,799,220 206,88257,04326,412 561,131 3,650,688

Provision for impairment(30,422)(1,781)(18,425)(7,863)- (58,491)

Total finance receivables2,768,798 205,10138,61818,549 561,131 3,592,197

Fair Value

P. 54

22Asset quality (continued)
(e) Provision for impairment

Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecific

$000's

ECL Impaired Impaired Provision

June 2020

Corporate

Impairment allowance as at 30 June 201921,4046704,5327,86334,469

Changes in loss allowance

Transfer between stages(254)61(1,400)1,593-

Recovery of amounts written off- - - - -

Credit impairment charge(2,622)1585,1703,3856,091

Recovery of amounts previously written off- - - - -

Write offs- - - (5,947)(5,947)

Effect of changes in foreign exchange rate- 1- - 1

Impairment allowance as at 30 June 2020

18,7828299,7025,30134,614

Residential

Impairment allowance as at 30 June 201921380- 104

Changes in loss allowance

Transfer between stages44(1)(43)- -

Recovery of amounts written off- - - - -

Credit impairment charge(11)(2)(84)- (97)

Recovery of amounts previously written off- - - - -

Write offs- - - - -

Effect of changes in foreign exchange rate- - - - -

Impairment allowance as at 30 June 2020

101(4)- 7

All Other

Impairment allowance as at 30 June 20198,9971,10813,813- 23,918

Changes in loss allowance

Transfer between stages(999)(343)1,342- -

Recovery of amounts written off- - (2,808)- (2,808)

Credit impairment charge4,6041,66417,110- 23,378

Recovery of amounts previously written off- - 2,808- 2,808

Write offs- (1,438)(20,658)- (22,096)

Effect of changes in foreign exchange rate27310- 40

Impairment allowance as at 30 June 2020

13,6281,33713,083- 28,048

Total

Impairment allowance as at 30 June 201930,4221,78118,4257,86358,491

Changes in loss allowance

Transfer between stages(1,209)(283)(101)1,593-

Recovery of amounts written off- - (2,808)- (2,808)

Credit impairment charge1,9711,82022,1963,38529,372

Recovery of amounts previously written off- - 2,808- 2,808

Write offs- (1,438)(20,658)(5,947)(28,043)

Effect of changes in foreign exchange rate27410- 41

Impairment allowance as at 30 June 2020

32,4202,16722,7815,30162,669

32,180

1,7926,091

(55)(1)(41)-

5,6032,00718,576- 26,186

(97)

New and increased provision (net of collective

provision releases)

3,1802,10325,1051,792

Total

New and increased provision (net of collective

provision releases)

New and increased provision (net of collective

provision releases)

New and increased provision (net of collective

provision releases)

(2,368)976,570

P. 55

22Asset quality (continued)
Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecific

$000's

ECL Impaired Impaired Provision

June 2019

Corporate

Impairment allowance as at 30 June 2019

23,2906972,3158,67234,974

Changes in loss allowance

Transfer between stages

(1,649)15(1,014)2,648-

Recovery of amounts written off

- - - - -

Credit impairment charge

(1,870)(27)4,6824,1846,969

Recovery of amounts previously written off

- - - - -

Write offs

- - (2,465)(4,993)(7,458)

Effect of changes in foreign exchange rate

(16)- - - (16)

Impairment allowance as at 30 June 202021,4046704,5327,86334,469

Residential

Impairment allowance as at 30 June 2019

444- 2472

Changes in loss allowance

Transfer between stages

258(60)- -

Recovery of amounts written off

- - - - -

Credit impairment charge

(23)(1)80(24)32

Recovery of amounts previously written off

- - - - -

Write offs

- - - - -

Effect of changes in foreign exchange rate

- - - - -

Impairment allowance as at 30 June 202021380- 104

All Other

Impairment allowance as at 30 June 2019

8,85068412,97520122,710

Changes in loss allowance

Transfer between stages

(823)(318)1,141- -

Recovery of amounts written off

- - (829)- (829)

Credit impairment charge

68842613,267(201)14,180

Recovery of amounts previously written off

- - 829- 829

Write offs

- - (13,256)- (13,256)

Effect of changes in foreign exchange rate

(35)(2)(2)- (39)

Sale of portfolio

(506)- - - (506)

Impairment allowance as at 30 June 20208,9971,10813,813- 23,918

(221)

New and increased provision (net of collective

provision releases)

Total

(42)5,6961,5366,969

New and increased provision (net of collective

provision releases)

1,51174412,955(201)15,009

New and increased provision (net of collective

provision releases)

(25)(59)140(24)32

P. 56

22Asset quality (continued)
Lifetime

ECLLifetime

12 Months Not CreditECL CreditSpecific

June 2019

ECL Impaired Impaired Provision

Total

Impairment allowance as at 30 June 2019

32,1841,38515,2908,89757,756

Changes in loss allowance

Transfer between stages

(2,470)(245)672,648-

Recovery of amounts written off

- - (829)- (829)

Credit impairment charge

(1,205)39818,0293,95921,181

Recovery of amounts previously written off

- - 829- 829

Write offs

- - (15,721)(4,993)(20,714)

Effect of changes in foreign exchange rate

(51)(2)(2)- (55)

Sale of portfolio

(506)- - - (506)

Impairment allowance as at 30 June 202030,4221,78118,4257,86358,491

(f) Other assets under administration

23 Liquidity risk

RBNZ facilities

Liquidity risk is the risk that the Banking Group is unable to meet its payment obligations as they fall due. The timing mismatch of cash

flows and the related liquidity risk in all banking operations and is closely monitored by the Banking Group.

Measurement of liquidity risk is designed to ensure that the Banking Group has the ability to generate or obtain sufficient cash in a timely

manner and at a reasonable price to meet its financial commitments on a daily basis.

The Banking Group’s exposure to liquidity risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets

out the nature of the risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is

to derive the most appropriate strategy for the Banking Group in terms of a mix of assets and liabilities given its expectations of future

cash flows, liquidity constraints and capital adequacy. The Banking Group employs asset and liability cash flow modelling to determine

appropriate liquidity and funding strategies.

1,265643

In March 2020, the Bank was onboarded by the RBNZ as an approved counterparty and executed a 2011 Global Master Repo Agreement

providing an additional source for intra-day liquidity for the Banking Group if required.

On 16 March 2020, as a result of COVID-19, the RBNZ announced that it would provide term funding through a Term Auction Facility to

give banks the ability to access term funding using repurchase agreements with qualifying collateral for a term of up to twelve months.

From 26 May 2020, the RBNZ also made available, for a period of 6 months, a Term Lending Facility to offer loans for a fixed term of

three years at the Official Cash Rate, with access to the funds linked to banks’ lending under the Business Finance Guarantee Scheme.

The Banking Group had not utilised either of these facilities as at 30 June 2020.

Other assets under administration are any loans, not being individually impaired or 90 days or more past due, where the customer is in

any form of voluntary or involuntary administration, including receivership, liquidation, bankruptcy or statutory management. As at 30 June

2020, the Banking Group had $5.562 million assets under administration (2019: $5.791 million).

18,7911,31122,010

New and increased provision (net of collective

provision releases)

Total

P. 57

23Liquidity risk (continued)
$000'sJune 2020 June 2019

Cash and cash equivalents105,46339,140

Investments397,005342,493

Undrawn committed bank facilities234,415150,000

Total liquidity736,883 531,633

Contractual liquidity profile of financial liabilities

On0-66-121-22-55+

$000'sDemand Months MonthsYearsYearsYearsTotal

June 2020

Financial liabilities

Retail deposits813,140 1,418,656833,440162,22186,615- 3,314,072

Other borrowings- 6,2286,12676,964284,462- 373,780

Derivative financial liabilities- 5,6834,6655,2971,354- 16,999

Due to related parties- 7,944- - - - 7,944

Lease liabilities- 1,2841,3045,3357,6347,08522,642

Other financial liabilities- 26,100- - - - 26,100

Total financial liabilities813,140 1,465,895 845,535 249,817 380,0657,085 3,761,537

Undrawn committed bank facilities234,415- - - - - 234,415

June 2019

Financial liabilities

Retail deposits 895,290 1,415,994605,804224,54574,714- 3,216,347

Other borrowings- 65,6405,57811,188295,649- 378,055

Derivative financial liabilities- 4,7517,76910,5525,741- 28,813

Due to related parties- 3,381- - - - 3,381

Other financial liabilities- 15,358- - - - 15,358

Total financial liabilities895,290 1,505,124 619,151 246,285 376,104- 3,641,954

Undrawn committed bank facilities150,000- - - - - 150,000

102,285

Undrawn facilities available to

customers

102,285- - - - -

- - - - - 166,489

The following tables present the Banking Group's financial liabilities by relevant maturity groupings based upon contractual maturity date.

The amounts disclosed in the tables represent undiscounted future principal and interest cash flows. As a result, the amounts in the tables

below may differ to the amounts reported on the consolidated Statement of financial position.

The contractual cash flows presented below may differ significantly from actual cash flows. This occurs as a result of future actions by the

Banking Group and its counterparties, such as early repayments or refinancing of term loans and borrowings. Deposits and other public

borrowings include customer savings deposits and transactional accounts, which are at call. These accounts provide a stable source of

long term funding for the Banking Group.

Undrawn facilities available to

customers

166,489

The Banking Group holds the following liquid assets and committed funding sources for the purpose of managing liquidity risk:

P. 58

24Interest rate risk
• Monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities;

• Monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposures; and


The Banking Group's market risk is derived primarily of exposure to interest rate risk, predominantly from raising funds through the retail

and wholesale deposit market, the debt capital markets and committed and uncommitted bank funding, securitisation of receivables, and

offering loan finance products to the commercial and consumer market in New Zealand and Australia.

To manage this market risk, the Banking Group measures sensitivity to interest rate changes by assessing the change in the fair value of

the position to a +/- 1 basis point shock to the curve (that is multiplied by 100), with basis point sensitivity limits set according to the Risk

Appetite Statement and Market Risk Policy. The Banking Group also manages interest rate risk by:

The Banking Group’s exposure to market risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets

out the nature of risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to

derive the most appropriate strategy for the Banking Group in terms of the mix of assets and liabilities given its expectations of the future

and the potential consequences of interest rate movements, liquidity constraints and capital adequacy.

Entering into derivatives to hedge against movements in interest rates.

P. 59

24Interest rate risk (continued)
Contractual repricing analysis

Non-

0-33-66-121-22+ Interest

$000'sMonths Months MonthsYearsYears BearingTotal

June 2020

Financial assets

Cash and cash equivalents105,456- - - - 7105,463

Investments43,86318,42552,70859,296222,7132,303399,308

Finance receivables1,522,602198,446352,076557,569400,65813,609 3,044,960

- - - - - 1,4811,481

Derivative financial assets- - - - - 17,24617,246

Other financial assets- - - - - 3,5303,530

Total financial assets2,281,267 216,871 404,784 616,865 623,37138,176 4,181,334

Financial liabilities

Retail deposits1,621,568585,482815,366155,21977,65513,949 3,269,239

Other borrowings67,439970- - 290,323- 358,732

Derivative financial liabilities- - - - - 16,97416,974

Due to related parties- - - - - 7,9447,944

Lease liabilities- - - - - 19,87119,871

Other financial liabilities- - - - - 26,10026,100

Total financial liabilities1,689,007 586,452 815,366 155,219 367,97884,838 3,698,860

Net financial assets / (liabilities)1,150,215 (420,930) (649,719) 224,433 225,137(46,662) 482,474

June 2019

Financial assets

Cash and cash equivalents39,134- - - - 639,140

Investments24,09715,36891,24862,048149,73212,435354,928

Due from related parties- - - - - 24,55824,558

Finance receivables1,553,686206,801337,236537,300386,8709,173 3,031,066

Derivative financial assets- - - - - 14,46714,467

Other financial assets- - - - - 7,4437,443

Total financial assets2,178,048 222,169 428,484 599,348 536,60268,082 4,032,733

Financial liabilities

Retail deposits1,614,124519,676729,734212,57565,88711,685 3,153,681

Other borrowings59,839- - - 285,434- 345,273

Derivative financial liabilities- - - - - 11,14711,147

Due to related parties- - - - - 3,3813,381

Other financial liabilities- - - - - 15,35815,358

Total financial liabilities1,673,963 519,676 729,734 212,575 351,32141,571 3,528,840

Net financial assets / (liabilities)467,296 (134,758) (262,275)73,589 333,53026,511 503,893

148,249- - (313,184)

The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and affect profit or loss.

The interest rate risk profile of financial assets and liabilities that follows has been prepared on the basis of maturity or next repricing date,

whichever is earlier.

Due from related parties

Finance receivables - reverse

mortgages

609,346- - - - - 609,346

Finance receivables - reverse

mortgages

561,131- - - - - 561,131

Effect of derivatives held for risk

management

(36,789)162,74938,975

Effect of derivatives held for risk

management

557,955(51,349) (239,137) (237,213)(30,256)- -

P. 60

25Concentrations of funding
(a) Regulatory liquidity ratios

One-week mismatch ratio

One-month mismatch ratio

Core funding ratio

The one-year core funding ratio measures the extent to which loans and advances are funded by the funding that is considered stable.

The one-year core funding ratio = 100 x (one-year core funding dollar amount / BS13 total loans and advances) and must currently remain

at not less than 50% on a daily basis.

The table below shows the 3-month average of the respective daily ratio values in accordance with RBNZ's Liquidity Policy (BS13/BS13A)

(BS13) and the Bank's Conditions of Registration relating to liquidity-risk management.

The one-week mismatch ratio is a measure of the Banking Group's one-week mismatch amount over its total funding, where the one-week

mismatch amount represents the Banking Group's portfolio of primary liquid assets plus expected cash inflows minus expected cash

outflows during a one-week period of stress. The Bank is required to maintain this ratio at not less than the minimum level of zero percent

on a daily basis. The one-week mismatch ratio = 100 x (one-week mismatch dollar amount / total funding).

Average for the 3 Months

Ended 30 June 2020

Average for the 3 Months

Ended 31 March 2020

The one-month mismatch ratio is a measure of the Banking Group's one-month mismatch amount over its total funding, where the one-

month mismatch amount represents the Banking Group's portfolio of primary and secondary liquid assets plus expected cash inflows

minus expected cash outflows during a one-month period of stress. The Bank is required to maintain this ratio at not less than the

minimum level of zero percent on a daily basis. The one-month mismatch ratio = 100 x (one-month mismatch dollar amount / total

funding).

The RBNZ announced on 24 March that the banks COR requirement for a core funding ratio of 75% was amended, reducing the

requirement to 50% to further provide support and liquidity to the financial sector. This was effective from 2 April 2020 and was made via a

change in the banks Conditions of Registration.

4.59

85.74

8.53

The table above has not incorporated any recalculations as detailed on page 78 of this Disclosure Statement.

7.15

87.14

3.30

P. 61

25Concentrations of funding (continued)
(b) Concentration of funding by industry

$000'sJune 2020 June 2019

Agriculture109,26868,559

Forestry and fishing14,90125,360

Mining3561

Manufacturing6,97611,233

Finance and insurance682,249488,985

Wholesale trade10,85511,520

Retail trade and accommodation20,42319,730

Households2,263,668 2,340,763

Rental, hiring and real estate services41,34830,110

Construction19,70215,338

Other business services63,69757,360

Transport and storage4,5524,416

Other 97,150140,084

3,334,824 3,213,519

Unsubordinated Notes 293,147285,435

Total borrowings3,627,971 3,498,954

(c) Concentration of funding by geographical area

$000'sJune 2020 June 2019

New Zealand3,475,790 3,403,248

Overseas152,18195,706

Total borrowings3,627,971 3,498,954

The Australian and New Zealand Standard Industrial Classification codes have been used as the basis for categorising customer industry

sectors.

P. 62

Other Disclosures
26Significant subsidiaries

Proportion of ownership

and voting power held

Country of Incorporation

Significant Subsidiariesand Place of Business Nature of BusinessJune 2020 June 2019

VPS Properties LimitedNew ZealandInvestment property holding company100%100%

MARAC Insurance Limited

New ZealandInsurance services100%100%

27 Structured entities

(a) Heartland Cash and Term PIE Fund (Heartland PIE Fund)

$000'sJune 2020 June 2019

Deposits166,676146,094

(b) Heartland Auto Receivable Warehouse Trust 2018-1 (Auto Warehouse)

$000'sJune 2020 June 2019

Cash and cash equivalents5,493555

Finance receivables78,066-

Other borrowings(79,012)(559)

28 Capital adequacy




Pillar 2 is designed to ensure that Banks have adequate capital to support all risks (not just those set out under Pillar 1 above) and is

enforced through the requirement for supervisory review.

A structured entity is one which has been designed such that voting or similar rights are not the dominant factor in deciding who controls

the entity. Structured entities are created to accomplish a narrow and well-defined objective such as the securitisation or holding of

particular assets, or the execution of a specific borrowing or lending transaction. Structured entities are consolidated where the

substance of the relationship is that the Banking Group controls the structured entity.

The Auto Warehouse securitises motor loan receivables as a source of funding.

The Banking Group controls the operations of the Heartland PIE Fund which is a portfolio investment entity that invests in the Banking

Group's deposits. Investments of Heartland PIE Fund are represented as follows:

The Banking Group’s Conditions of Registration prescribes minimum capital adequacy ratios calculated in accordance with the Capital

Adequacy Framework (Standardised Approach) BS2A (BS2A).

The Banking Group has adopted the Basel II standardised approach per RBNZ BS2A to calculate its regulatory requirements. Basel II is

made up of the following three Pillars:

The Banking Group is subject to regulation by the Reserve Bank of New Zealand (RBNZ). The RBNZ has set minimum regulatory capital

requirements for Banks that are consistent with the internationally agreed framework developed by the Basel Committee on Banking

Supervision. The resulting Basel II and III requirements define what is acceptable as capital and provide for methods of measuring the

risks incurred by the Banking Group.

The Banking Group continues to recognise the securitised assets and associated borrowings in the consolidated statement of financial

position as the Banking Group remains exposed to and has the ability to affect variable returns from those assets and liabilities. Although

the Banking Group recognises those interests in Auto Warehouse, the loans sold to the Trust are set aside for the benefit of investors in

Auto Warehouse and other depositors and lenders to the Banking Group have no recourse to those assets.

Pillar 3 outlines the requirements for adequate and transparent disclosure.

Pillar 1 sets out the minimum capital requirements for credit, market and operational and compliance risks.

P. 63

28 Capital adequacy (continued)




Internal Capital Adequacy Assessment Process (ICAAP)


The quantum of the capital requirement;


That some of the capital requirement may be satisfied through hybrid capital instruments rather than common equity;


The length of the transitional period;


The Bank’s existing capital position.

Basel III was developed in order to strengthen the regulation, supervision and risk management of the Banking sector. The measures

aim to improve the Banking sector's ability to absorb shocks arising from financial and economic stress; improve risk management and

governance; and strengthen Banks' transparency and disclosures. The requirements that impact capital are as follows:

RBNZ capital review

The RBNZ released a consultation paper in December 2018 in relation to proposed changes to the Capital Adequacy Framework for

Registered Banks in New Zealand (the Framework). On 5 December 2019, the RBNZ released its final decision on the revised

Framework.

The revised Framework requires the Bank, as a standardised registered bank, to increase its Total Capital ratio to 16% over a seven-

year transitional period. The Bank's Total Capital ratio was 12.56% as at 31 December 2019. This means the revised Framework

requires the Bank to increase its Total Capital ratio by 3.44% over the transitional period.

The Bank does not expect the revised Framework to result in any changes to the underlying business model or its approach to raising

equity, given:

The corporate structure of HGH, the ultimate parent company provides the Banking Group with flexibility to mitigate the impact of the

revised Framework. Various capital raising options available include using HGH’s dividend reinvestment plan, or raise debt and use the

proceeds to subscribe for new capital in the Bank.

The Basel III requirements have not effected the Banking Group's minimum capital requirements as the Banking Group’s Conditions of

Registration prescribe minimum capital requirements higher than the Basel III requirements.

The level of capital required to be held by Banks increased through the introduction of new minimum capital requirements for CET1

Capital, Additional Tier 1 (AT1) Capital and Total Capital as a percentage of risk-weighted-assets (RWAs).

A capital conservation buffer held over and above the minimum capital ratio requirements used to absorb losses during periods of

financial and economic stress.

A counter-cyclical capital buffer held and to be used at the RBNZ’s discretion, to assist in attaining the macro-prudential goal of

protecting the Banking sector from periods of extraordinary excess aggregate credit growth.

Strengthen the calculation of RWAs, particularly in respect of counterparty credit risk.

The capital adequacy tables set out on the following pages summarise the composition of regulatory capital and the capital adequacy

ratios for the Banking Group as at 30 June 2020.

The Banking Group has an ICAAP which complies with the requirements set out in the "Guidelines on a Bank's Internal Capital

Adequacy Assessment Process (ICAAP)" BS12 and is in accordance with its Conditions of Registration.

The Board has overall responsibility for ensuring the Banking Group has adequate capital in relation to its risk profile and establishes

minimum internal capital levels and limits above the regulatory minimum. The Banking Group has established a Capital Management

Policy (CMP) to determine minimum capital levels for Tier 1 and Total capital under Basel III and in accordance with its Conditions of

Registration. The documented process ensures that the Banking Group has sufficient available capital to meet minimum capital

requirements, even in stressed events. It describes the risk profile of the Banking Group and the risk appetite and tolerances under

which it operates, and assesses the level of capital held against the material risks of the Banking Group (both Pillar 1 and Pillar 2).

The ICAAP identifies the capital required to be held against other material risks, being strategic / business risk, reputational risk,

regulatory risk and additional credit risk.

Compliance with minimum capital levels is monitored by the ALCO and reported to the Board. The ICAAP and CMP is reviewed annually

by the Board.

P. 64

28 Capital adequacy (continued)
(a) Capital

$000'sJune 2020

Tier 1 Capital

CET1 capital

Paid-up ordinary shares issued by the Banking Group plus related share premium553,239

Retained earnings (net of appropriations)46,325

Accumulated other comprehensive income and other disclosed reserves(2,527)

Less deductions from CET1 capital

Intangible assets(57,469)

Deferred tax assets(15,327)

Hedging reserve8,022

Defined benefit superannuation fund assets(715)

Reverse residential mortgage loan greater than value of security(42)

Adjustment under the corresponding deduction approach(500)

Total CET1 capital531,006

AT1 capital-

Total Tier 1 capital531,006

Tier 2 capital-

-

531,006

(b) Capital structure

Ordinary shares

Retained earnings

Reserves classified as CET1 capital

Fair value reserve

Defined benefit reserve

In accordance with BS2A, ordinary share capital is classified as CET1 capital. The ordinary shares have no par value. Each ordinary

share of the Bank carries the right to vote on a poll at meetings of shareholders, the right to an equal share in dividends authorised by

the Board and the right to an equal share in the distribution of the surplus assets of the Bank in the event of liquidation.

The debt instrument fair value reserve comprises the changes in the fair value of investments, net of tax.

Retained earnings is the accumulated profit or loss that has been retained in the Banking Group. Retained earnings is classified as

CET1 capital.

Total capital

The following details summarise each instrument included within Total Capital. None of these instruments are subject to phase-out from

eligibility as capital under the RBNZ's Basel III transitional arrangements.

As a result of the impacts of COVID-19 and to support the availability of credit, the RBNZ announced in March 2020 that it has made the

decision to delay the start date of increased capital requirements for banks by 12 months to 1 July 2021. Should conditions warrant it

next year, the RBNZ will reassess whether further delays are necessary.

The Bank will continue to assess the options available to it to meet the requirements of the revised Framework over the transitional

period.

The defined benefit reserve represents the excess of the fair value of the assets of the defined benefit

superannuation plan over the net present value of the defined benefit obligations.

Total Tier 2 capital

P. 65

28 Capital adequacy (continued)
Cash flow hedge reserve

(c) Credit risk

On balance sheet exposures

Total

Exposure

Minimum

After Credit AverageRisk

Pillar 1

RiskRisk Weighted

Capital

MitigationWeight Exposure

Requirement

$000's%$000's

$000's

Cash- 0%- -

Multilateral development banks157,7340%- -

Multilateral development banks137,56620%27,5132,201

Banks - Tier 1138,84620%27,7692,222

Banks - Tier 215,54350%7,772622

Banks - Tier 323,998100%23,9981,920

Banks - Short Term Tier 3- 20%- -

Public sector entity (AA- and above)16,71820%3,344268

Public sector entity (A- and above)- 50%- -

Public sector entity (BBB+, BBB, BBB-)- 100%- -

Corporates (AA- and above)- 20%- -

Corporates (A- and above)13,99850%6,999560

Corporates (BBB- and above)- 100%- -

Corporates other3,62520%72558

Corporates other1,596,593100% 1,596,593127,727

Welcome Home Loans - loan to value ratio (LVR) <= 80%

1

2,33335%81765

Welcome Home Loans - loan to value ratio (LVR) <= 90%

1

89935%31525

Welcome Home Loans - LVR 90% >= 100%

1

- 50%- -

Welcome Home Loans - LVR > 100%

1

- 100%- -

Reverse Residential mortgages <= 60% LVR591,61650%295,80823,665

Reverse Residential mortgages 60 <= 80% LVR15,95580%12,7641,021

Reverse Residential mortgages > 80% LVR1,589100%1,589127

Reverse Residential mortgages > 100% LVR144100%14412

Non Property Investment Mortgage Loan <=80% LVR14,61335%5,115409

Non Property Investment Mortgage Loan 80 <= 90% LVR- 50%- -

Non Property Investment Mortgage Loan 90 <= 100% LVR- 75%- -

Non Property Investment Mortgage Loan > 100% LVR584100%58447

Property Investment Mortgage Loan <= 80% LVR5,11840%2,047164

Property Investment Mortgage Loan 80 <= 90% LVR

- 70%- -

Property Investment Mortgage Loan 90 <= 100% LVR

- 90%- -

Property Investment Mortgage Loan < 100% LVR- 100%- -

Past due residential mortgages609100%60949

Other past due assets - provision >= 20%27,262100%27,2622,181

Other past due assets - provision < 20%28,522150%42,7833,423

Equity holdings- 300%- -

All other equity holdings1,803400%7,212577

Other assets1,446,771100% 1,446,771115,742

Not risk weighted assets74,0540%- -

Total on balance sheet exposures4,316,4933,538,533283,085

1

The LVR classification above is calculated in line with the Bank’s Pillar 1 Capital requirement which includes relief for Welcome Home loans that are

guaranteed by the Crown.

The hedging reserve comprises the fair value gains and losses associated with the effective portion of

designated cash flow hedging instruments.

P. 66

28 Capital adequacy (continued)
Minimum

CreditCredit AverageRiskPillar 1

Total Conversion EquivalentRisk WeightedCapital

ExposureFactor AmountWeight Exposure Requirement

$000's%$000's%$000's$000's

4,269100%4,269100%4,269342

2,24650%1,123100%1,12390

Interest rate contracts1,140,422n/a6,06720%1,21397

FX forward contracts179,795n/a1,80620%36129

Credit valuation adjustment- - 131,20010,496

Total off balance sheet exposures1,551,267124,797247,09619,768

1

The credit equivalent amount for market related contracts was calculated using the current exposure method.

(d) Additional mortgage information - LVR range

On Balance Off Balance

Sheet Sheet Total

$000's

Exposures

Exposures

1

Exposures

Does not exceed 80%629,62810,410640,038

Exceeds 80% and not 90%2,307- 2,307

Exceeds 90%1,560- 1,560

Total exposures633,49510,410643,905

1

(e) Reconciliation of mortgage related amounts

$000'sNoteJune 2020

Gross finance receivables - reverse mortgages13b609,346

Loans and advances - loans with residential mortgages24,156

On balance sheet residential mortgage exposures subject to the standardised approach23a633,502

Less: collective provision for impairment(7)

Off balance sheet mortgage exposures subject to the standardised approach31d10,410

Total residential exposures subject to the standardised approach643,905

At 30 June 2020, there were no Welcome Home loans whose credit risk is mitigated by the Crown included in “Exceeds 90% residential

mortgages”. Other loans in the exceeds 90% LVR range is primarily business and rural lending where residential mortgage security is

only a part of the total security. For capital adequacy calculations only the value of the first mortgages over residential property is

included in the LVR calculation, in accordance with BS2A. All new residential mortgages in respect of non-property investments lending

have a loan-to-valuation ratio of less than or equal to 80%.

2,452

Direct credit substitute

Performance-related contingency

20%490100%

Other commitments where original maturity is

more than one year

Other commitments where original maturity is

more than one year

211,67350%105,837100%105,8378,467

10,41050%5,20550%

Market related contracts

1

49039

Other commitments where original maturity is less

than or equal to one year

The RBNZ removed the mortgage loan-to-value (LVR) restrictions for 12 months as a result of the economic impact of COVID-19, and

the RBNZ’s mandate to maintain financial stability. This was effective from 1 May 2020 and was made via a change in the Bank’s

Conditions of Registration.

Off balance sheet exposures

2,603208

Off balance sheet exposures means unutilised limits.

P. 67

28 Capital adequacy (continued)
(f) Credit risk mitigation

(g) Operational risk

$000's

Operational risk272,30621,784

(h) Market risk

$000's

Market risk end-of-period capital chargeEquity rate risk only1,803144

Market risk peak end-of-day capital chargeEquity rate risk only1,803144

Market risk end-of-period capital chargeInterest rate risk only122,0459,764

Market risk peak end-of-day capital chargeInterest rate risk only193,20715,457

Market risk end-of-period capital chargeForeign currency risk only9,384751

Market risk peak end-of-day capital chargeForeign currency risk only9,384751

(i) Total capital requirements

$000's

Total credit risk

On balance sheet4,316,4933,538,533283,085

Off balance sheet1,551,267247,09619,768

Operational riskn/a272,30621,784

Market riskn/a133,23210,659

Total4,191,167335,296

Total Exposure After

Credit Risk Mitigation

Risk Weighted Exposure

or Implied Risk

Weighted ExposureTotal Capital Requirement

Market risk is the risk that market interest rates or foreign exchange rates will change and impact on the Banking Group’s earnings due

to either mismatches between repricing dates of interest bearing assets and liabilities and/or differences between customer pricing and

wholesale rates.

Peak end-of-day aggregate capital charge at the end of the period is derived by following the risk methodology for measuring capital

requirements within Part 10 of the BS2A Approach. Peak end-of-day aggregate capital charge is derived by determining the maximum

end of month capital charge over the reporting period. Based on the portfolio of the Banking Group’s risk exposures, it is considered by

management that the difference between end of month aggregate capital charge and end-of-day aggregate capital charge is

insignificant.

As at 30 June 2020 the Banking Group had $3.23 million of Welcome Home Loans, whose credit risk was mitigated by the Crown. Other

than this the Banking Group does not have any exposures covered by eligible collateral, guarantees and credit derivatives.

Implied Risk

Weighted Exposure

Total Operational Risk

Capital Requirement

Operational risk is calculated based on the previous 12 quarters of the Banking Group.

Implied Risk

Weighted Exposure

Aggregate

Capital Charge

P. 68

28 Capital adequacy (continued)
(j) Capital ratios

%June 2020 June 2019

Capital ratios compared to minimum ratio requirements

Common Equity Tier 1 Capital expressed as a percentage of total risk weighted exposures12.67%13.49%

Minimum Common Equity Tier 1 Capital as per Conditions of Registration4.50%4.50%

Tier 1 Capital expressed as a percentage of total risk weighted exposures12.67%13.49%

Minimum Tier 1 Capital as per Conditions of Registration6.00%6.00%

Total Capital expressed as a percentage of total risk weighted exposures12.67%13.49%

Minimum Total Capital as per Conditions of Registration8.00%8.00%

Buffer ratio

Buffer ratio4.67%5.49%

Buffer ratio requirement2.50%2.50%

(k) Solo capital adequacy

%June 2020 June 2019

Capital ratios compared to minimum ratio requirements

Common Equity Tier 1 Capital expressed as a percentage of total risk weighted exposures12.81%13.46%

Tier 1 Capital expressed as a percentage of total risk weighted exposures12.81%13.46%

Total Capital expressed as a percentage of total risk weighted exposures12.81%13.46%

(l) Capital for other material risks

29 Insurance business, securitisation, funds management, other fiduciary activities

The Banking Group conducts insurance business through its subsidiary MIL.

During the current year the Banking Group has undertaken a strategic review of its insurance business in line with its core banking

business. The Banking Group has entered into a distribution agreement with DPL to distribute DPL's insurance products through its

network and has stopped writing insurance policies in February 2020. The Banking Group will gradually exit from the insurance business

as the existing written policies expire over time.

In addition to the material risks included in the calculation of the capital ratios, the Banking Group has identified other material risks to be

included in the capital allocation (being strategic/business risk, regulatory and additional credit risk). As at 30 June 2020, the Banking

Group has made an internal capital allocation of $23.2 million to cover these risks (2019: $7.0 million).

Insurance business

The Banking Group's aggregate amount of insurance business comprises the total consolidated assets of MIL of $10.9 million (2019:

$12.9 million), which represents 0.25% of the total consolidated assets of the Banking Group.

For the purposes of calculating capital adequacy on a solo basis, subsidiaries which are both wholly owned and wholly funded by the

Bank are to be consolidated with the Bank.

P. 69

29 Insurance business, securitisation, funds management, other fiduciary activities (continued)
Marketing and distribution of the insurance products

Securitisation

Funds management and other fiduciary activities

Risk management

Provision of financial services and asset purchases

Any assets purchased from such entities have been purchased on arm's length terms and conditions and at fair value.

Peak aggregate funding to entities

Over the accounting period, financial services provided by the Banking Group to entities which were involved in the activities above

(including trust, custodial, funds management and other fiduciary activities) were provided on arm's length terms and conditions and at

fair value.

The Banking Group did not provide any funding to entities conducting funds management and other fiduciary activities, or insurance

product or marketing and distribution activities described in this note, during the year (2019: nil).

The Bank provided the following funding in relation to securitisation entities.

As at 30 June 2020, the Banking Group had $78.07 million securitised assets (2019: nil).

There have been no material changes to the Banking Group's involvement in the securitisation activities.

The Banking Group, through Heartland PIE Fund Limited, controls, manages and administers the Heartland Cash and Term PIE Fund

and its products (Heartland Call PIE and Heartland Term Deposit PIE). Note 27 - Structured entities has further details. The Heartland

Cash and Term PIE Fund deals with the Bank in the normal course of business, in the Bank's capacity as Registrar of the Fund and also

invests in the Bank's deposits. The Banking Group is considered to control the Heartland Cash and Term PIE Fund, and as such the

Heartland Cash and Term PIE Fund is consolidated within the financial statements of the Banking Group.

Heartland NZ Trustee Limited (HNZT), a subsidiary of the Bank, acts as manager for a superannuation scheme. The assets and

liabilities of this scheme are not included in the financial statements of the Banking Group as the Banking Group does not control the

scheme. The Bank provides services to HNZT and its fees for performance of those services are included in other income.

The Banking Group has in place policies and procedures to ensure that the fiduciary activities identified above are conducted in an

appropriate manner. It is considered that these policies and procedures will ensure that any difficulties arising from these activities will

not impact adversely on the Banking Group. The policies and procedures include comprehensive and prominent disclosure of

information regarding products, and formal and regular review of operations and policies by management and internal and external

auditors. Further information on the Banking Group's risk management policies and practices is included in Note 20 - Enterprise risk

management program.

Pre February 2020's distribution agreement with DPL, the Banking Group marketed and distributed term life insurance and general

insurance covering risks such as redundancy, bankruptcy or suspension of employment. The insurance products were either

underwritten by MIL, a subsidiary of the Banking Group, or sold by MIL on behalf of other parties who underwrite those products

themselves.

P. 70

29 Insurance business, securitisation, funds management, other fiduciary activities (continued)
June 2020 June 2019

Peak end-of-day aggregate amount of funding provided ($000's)76,846165,189

June 2020 June 2019

76,846165,189

30 Contingent liabilities and commitments

$000'sJune 2020 June 2019

Letters of credit, guarantee commitments and performance bonds6,5156,757

Total contingent liabilities6,5156,757

Undrawn facilities available to customers166,489110,920

Conditional commitments to fund at future dates58,04514,286

Total commitments224,534125,206

31 Events after the reporting date

Contingent liabilities and credit related commitments arising in respect of the Banking Group's operations were:

For this purpose, peak ratio information was derived by determining the maximum end-of-day aggregate amount of funding and then

dividing that amount by the amount of the entity's assets or the Banking Group's Tier 1 Capital (as the case required) as at the end of the

year.

For this purpose, peak ratio information was derived by determining the maximum end-of-day aggregate amount of funding over the

financial year and then dividing that amount by the amount of the entity's assets or the Banking Group's Tier 1 Capital (as the case

required) as at the end of the year.

Auto Warehouse

Total Trusts

14.5%

31.3%

Peak end-of-day aggregate amount of funding provided as a percentage of the Banking

Group's Tier 1 Capital as at the end of the year

Following the confirmation of further community spread of COVID-19 with unknown origin, the Government announced on 12 August

2020 that New Zealand’s COVID-19 Alert Levels will change, with the Auckland region (Wellsford to Pukekohe) moving to Alert Level 3

and the rest of New Zealand moving to Alert Level 2. Following that, the Auckland region moved to Alert Level 2 from 31 August 2020.

This did not have any impact on Banking Group's estimates and judgements (refer to Note 1 - Financial statements preparation).

COVID-19 pandemic update

The Banking Group in the ordinary course of business will be subject to claims and proceedings against it whereby the validity of the

claim will only be confirmed by uncertain future events. In such circumstances the contingent liabilities are possible obligations, or

present obligations if known, where the transfer of economic benefit is uncertain or cannot be reliable measured. Contingent Liabilities

are not recognised, but are disclosed, unless they are remote. Where some loss is probable, provisions have been made on a case by

case basis.

Peak end-of-day aggregate amount of funding provided as a percentage of the total assets of

the individual entity as at the end of the year

Peak end-of-day aggregate amount of funding provided ($000's)

98.3%

16838.9%

There were no other events subsequent to the reporting period which would materially affect the consolidated financial statements.

P. 71

HISTORICAL SUMMARY OF FINANCIAL STATEMENTS
For the year ended 30 June 2020

Audited Audited Audited Audited Audited

$000'sJune 2020 June 2019 June 2018 June 2017 June 2016

Interest income297,512 284,064 272,323278,279265,475

Interest expense108,476 111,665 108,737115,169118,815

Net interest income189,036 172,399 163,586 163,110 146,660

Other net income15,7429,40912,6838,14210,901

Net operating income204,778 181,808 176,269 171,252 157,561

Employee benefits- - - 41,54739,799

Operating expenses90,78276,29876,29130,13730,073

Profit before impaired asset expense and income tax113,996 105,51099,97899,56887,689

Fair value gain on investments- 1,936- - -

Impaired asset expense29,37220,55421,83315,01513,501

Profit before income tax84,62486,89278,14584,55374,188

Profit before income tax from discontinued operations- 6,16916,149- -

Income tax expense23,92424,76226,78123,74520,024

Profit for the year60,70068,29967,51360,80854,164

(2,179)(4,762)721,108(708)

7662,968981(353)(208)

Movement in foreign currency translation reserve- (4,229)2,315761(4,047)

Items that will not be reclassified to profit or loss, net of income tax:

Movement in defined benefit reserve- (86)340(84)(93)

Other comprehensive income / (loss) for the year, net of income tax(1,413) (6,109)3,7081,432(5,056)

Total comprehensive income for the year

59,28762,19071,22162,24049,108

Dividends paid to equity holders65,000112,04247,89541,97737,690

As at 30 June 2020

Audited Audited Audited Audited Audited

$000'sJune 2020 June 2019 June 2018 June 2017 June 2016

Total assets

4,314,559 4,143,828 4,496,849 4,034,671 3,547,181

Individually impaired assets

24,66726,41245,18632,08433,764

Total liabilities

3,717,522 3,540,438 3,832,689 3,465,076 3,048,840

Total equity

597,037603,390664,160569,595498,341

Other comprehensive income

Movement in fair value reserve

Effective portion of change in fair value of derivative financial instruments

Items that are or may be reclassified subsequently to profit or loss,

net of income tax:

P. 72

AMENDMENTS TO CONDITIONS OF REGISTRATION


With effect from 1 May 2020:


CONDITIONS OF REGISTRATION

1. That—

(a)

the Total capital ratio of the Banking Group is not less than 8%;

(b)

the Tier 1 capital ratio of the Banking Group is not less than 6%;

(c)

the Common Equity Tier 1 capital ratio of the Banking Group is not less than 4.5%;

(d)

the Total capital of the Banking Group is not less than $30 million;

(e)

(f)

1A. That—

(a)

(b)

(c)

Addition of condition 1C to ban the distribution and to restrict the extent to which distributions on additional capital instruments are

permitted; and

The amendment of condition 11C to reduce the minimum core funding ratio from 75% to 50%.

Removal of conditions 19,20 and 21, abolishing the restrictions on the Banks mortgage lending at high loan to value (‘LVR’) ratios.

In response to the severe economic effects of the COVID-19 pandemic, the Bank’s conditions of registration were amended as follows:

These conditions apply on and after 1 May 2020.

The registration of Heartland Bank Limited ("the Bank") as a registered Bank is subject to the following conditions:

a Tier 2 capital instrument is an instrument that meets the requirements of subsection 9(2)(a) or (c) of the Reserve Bank of New Zealand

document "Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.

the Bank has an internal capital adequacy assessment process (“ICAAP”) that accords with the requirements set out in the document

“Guidelines on a Bank’s internal capital adequacy assessment process ('ICAAP')” (BS12) dated December 2007;

under its ICAAP the Bank identifies and measures its “other material risks” defined as all material risks of the Banking Group that are not

explicitly captured in the calculation of the Common Equity Tier 1 capital ratio, the Tier 1 capital ratio and the Total capital ratio under the

requirements set out in the document “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015; and

the Bank determines an internal capital allocation for each identified and measured “other material risk”.

the Bank must not include the amount of an Additional Tier 1 capital instrument or Tier 2 capital instrument issued after 1 January 2013

in the calculation of its capital ratios unless it has received a notice of non-objection to the instrument from the Reserve Bank; and

the Bank meets the requirements of Part 3 of the Reserve Bank of New Zealand document "Application requirements for capital

recognition or repayment and notification requirements in respect of capital" (BS16) dated November 2015 in respect of regulatory capital

instruments.

For the purposes of this condition of registration, -

the Total capital ratio, the Tier 1 capital ratio, the Common Equity Tier 1 capital ratio and Total capital must be calculated in accordance with

the Reserve Bank of New Zealand document: “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015.

“Total capital” has the same meaning as in Part 2 of the Reserve Bank of New Zealand document “Capital Adequacy Framework

(Standardised Approach)” (BS2A) dated November 2015;

an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection 8(2)(a) or (c) of the Reserve Bank of New

Zealand document "Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.

With effect from 2 April 2020:

P. 73

CONDITIONS OF REGISTRATION (CONTINUED)
1B. That, if the buffer ratio of the Banking Group is 2.5% or less, the Bank must:

(a)

(b)

(c)

For the purposes of this condition of registration, -

1C.

2.

3.

(a)

(b)

(a)

(b)

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

That the bank must make no distributions, whether paid out of earnings, or out of accumulated previous years’ retained earnings or other

reserves included within the banking group’s total capital, other than discretionary payments payable to holders of Additional Tier 1 capital

instruments to the extent permitted by condition 1B.

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

subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the

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

the solvency or financial soundness needs of its insurance business.

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

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

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

or assets must be considered part of the insurance business.

according to the following table, limit any distributions of the bank’s earnings payable to holders of Additional Tier 1 capital instruments to

the percentage limit on distributions that corresponds to the banking group’s buffer ratio:

For the purposes of this condition of registration,—

an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection 8.2(a) or (c) of the Reserve Bank of New

Zealand document “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015;

“total capital” has the same meaning as in Part 2 of the Reserve Bank of New Zealand document “Capital Adequacy Framework

(Standardised Approach)” (BS2A) dated November 2015;

have the capital plan approved by the Reserve Bank.

Banking Group's buffer ratioPercentage limit to distributions of the Banks' earnings

0% - 0.625%0%

>0.625% - 1.25%20%

“distributions” and “earnings” have the same meaning as in Part 3 of the Reserve Bank of New Zealand document: “Capital Adequacy

Framework (Standardised Approach)” (BS2A) dated November 2015.

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

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

the Banking Group:

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

group whose business predominantly consists of insurance business, the amount of the insurance business to sum is the total

consolidated assets of the Banking Group headed by the entity; and

an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection 8.2(a) or (c) of the Reserve Bank of New

Zealand document “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015;

“buffer ratio”, “distributions”, and “earnings” have the same meaning as in Part 3 of the Reserve Bank of New Zealand document: “Capital

Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015.

>1.25% - 1.875%40%

>1.875% - 2.5%60%

prepare a capital plan to restore the Banking Group's buffer ratio to above 2.5% within any timeframe determined by the Reserve Bank

for restoring the buffer ratio; and

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

P. 74

CONDITIONS OF REGISTRATION (CONTINUED)
4.

5.

6.

(a)

(b)

(c)

(d)

(i)

(ii)

(e)

(f)

(g)

(a)

(b)

(i)

(ii)

1

Credit rating of the Bank

1

Connected exposure limit (% of the Banking Group’s Tier 1

capital)

AA/Aa2 and above75

For the purposes of this condition of registration,—

"insurance business" means the undertaking or assumption of liability as an insurer under a contract of insurance:

“independent,”—

in relation to a person other than a person to whom paragraph (b) applies, has the same meaning as in the Reserve Bank of New

Zealand document entitled “Corporate Governance” (BS14) dated July 2014; and

in relation to a person who is the chairperson of the board of the Bank, means a person who—

meets the criteria for independence set out in section 10 except for those in paragraph 10(1)(a) in BS14; and

does not raise any grounds of concern in relation to the person’s independence that are communicated in writing to the Bank by the

Reserve Bank of New Zealand:

“non-executive” has the same meaning as in the Reserve Bank of New Zealand document entitled “Corporate Governance” (BS14) dated July

2014.

the chairperson of the board of the Bank must be independent; and

the Bank’s constitution must not include any provision permitting a director, when exercising powers or performing duties as a director, to

act other than in what he or she believes is the best interests of the company (i.e. the Bank).

For the purposes of this condition of registration,—

the majority of the board members must be non-executive directors;

at least half of the board members must be independent directors;

an alternate director,—

AA-/Aa370

A+/A160

A/A240

That exposures to connected persons are not on more favourable terms (e.g. as relates to such matters as credit assessment, tenor, interest

rates, amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons.

A-/A330

BBB+/Baa1 and below15

Within the rating-contingent limit, credit exposures (of a non-capital nature and net of any allowances for impairment) to non-bank connected

persons shall not exceed 15% of the banking group’s Tier 1 capital.

for an independent director must be independent;

at least half of the independent directors of the Bank must be ordinarily resident in New Zealand;

For the purposes of this condition of registration, compliance with the rating-contingent connected exposure limit is determined in accordance

with the Reserve Bank of New Zealand document entitled “Connected exposures policy” (BS8) dated November 2015.

This table uses the rating scales of Standard & Poor's, Fitch Ratings and Moody's Investor Service. (Fitch Ratings' scale is identical to Standard & Poor's.)

for a non-executive director must be non-executive; and

That the Bank complies with the following corporate governance requirements:

the board of the Bank must have at least five directors;

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

2010.

That aggregate credit exposures (of a non-capital nature and net of any allowances for impairment) of the banking group to all connected

persons do not exceed the rating-contingent limit outlined in the following matrix:

P. 75

CONDITIONS OF REGISTRATION (CONTINUED)
7.

(a)

(b)

8.

(a)

(b)

9.

(a)

(b)

(c)

(d)

(e)

10.

11.

(a)

(b)

(c)

12.

(a)

(b)

(c)

(d)

13.

(a)

(b)

(c)

who has granted, or may grant, a security interest in its assets for the benefit of any holder of any covered bond; and

who carries on no other business except for that necessary or incidental to guarantee the obligations of any member of the Banking

Group under a covered bond:

“covered bond” means a debt security issued by any member of the Banking Group, for which repayment to holders is guaranteed by a SPV,

and investors retain an unsecured claim on the issuer.

considers the material sources of stress that the Bank might face, and prepares the Bank to manage stress through a contingency

funding plan.

That no more than 10% of total assets may be beneficially owned by a SPV.

For the purposes of this condition,—

“total assets” means all assets of the banking group plus any assets held by any SPV that are not included in the banking group’s assets:

“SPV” means a person—

to whom any member of the Banking Group has sold, assigned, or otherwise transferred any asset;

the one-year core funding ratio of the Banking Group is not less than 50 percent at the end of each business day.

For the purposes of this condition of registration, the ratios identified must be calculated in accordance with the Reserve Bank of New Zealand

documents entitled “Liquidity Policy” (BS13) dated January 2018 and “Liquidity Policy Annex: Liquid Assets” (BS13A) dated October 2018.

That the Bank has an internal framework for liquidity risk management that is adequate in the Bank’s view for managing the Bank’s liquidity

risk at a prudent level, and that, in particular:

is clearly documented and communicated to all those in the organisation with responsibility for managing liquidity and liquidity risk;

identifies responsibility for approval, oversight and implementation of the framework and policies for liquidity risk management;

identifies the principal methods that the Bank will use for measuring, monitoring and controlling liquidity risk; and

the chairperson of the committee must be independent and must not be the chairperson of the Bank.

For the purposes of this condition of registration, “independent” and “non-executive” have the same meanings as in condition of registration 6.

That a substantial proportion of the Bank’s business is conducted in and from New Zealand.

That the Banking Group complies with the following quantitative requirements for liquidity-risk management:

the one-week mismatch ratio of the Banking Group is not less than zero percent at the end of each business day;

the one-month mismatch ratio of the Banking Group is not less than zero percent at the end of each business day; and

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

That the bank has a board audit committee, or other separate board committee covering audit matters, that meets the following requirements:

the mandate of the committee must include: ensuring the integrity of the bank’s financial controls, reporting systems and internal audit

standards;

the committee must have at least three members;

every member of the committee must be a non-executive director of the Bank;

the majority of the members of the committee must be independent; and

That no appointment of any director, chief executive officer, or executive who reports or is accountable directly to the chief executive officer, is

made in respect of the Bank unless:

the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and

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

That a person must not be appointed as chairperson of the board of the Bank unless:

the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and

P. 76

CONDITIONS OF REGISTRATION (CONTINUED)
14. That—

(a)

(i)

(ii)

(b)

(i)

(ii)

(iii)

15.

(a)

(i)

(ii)

(b)

(c)

(d)

(e)

(f)

16.

(a)

(b)

For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand

document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.

maintain a full freeze on liabilities not pre-positioned for open bank resolution; and

reinstate customers' access to some or all of their residual frozen funds.

For the purposes of this condition of registration, “de minimis”, “partial freeze”, “customer liability account”, and “frozen and unfrozen funds”

have the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements

Policy” (BS17) dated September 2013.

That the Bank has an Implementation Plan that—

is up-to-date; and

demonstrates that the Bank's prepositioning for Open Bank Resolution meets the requirements set out in the Reserve Bank document:

"Open Bank Resolution Pre-positioning Requirements Policy" (BS 17) dated September 2013.

close promptly at any time of the day and on any day of the week and that effective upon the appointment of the statutory manager—

all liabilities are frozen in full; and

no further access by customers and counterparties to their accounts (deposits, liabilities or other obligations) is possible;

apply a de minimis to relevant customer liability accounts;

apply a partial freeze to the customer liability account balances;

reopen by no later than 9am the next business day following the appointment of a statutory manager and provide customers access to

their unfrozen funds;

no member of the banking group may give effect to a qualifying acquisition or business combination that meets the non-objection

threshold unless:

the bank has notified the Reserve Bank in writing of the intended acquisition or business combination;

at the time of notifying the Reserve Bank of the intended acquisition or business combination, the bank provided the Reserve Bank

with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant

Acquisitions Policy” (BS15) dated December 2011; and

the Reserve Bank has given the Bank a notice of non-objection to the significant acquisition or business combination.

For the purposes of this condition of registration, “qualifying acquisition or business combination”, “notification threshold” and “non-objection

threshold” have the same meaning as in the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant

Acquisitions Policy” (BS15) dated December 2011.

That the Bank is pre-positioned for Open Bank Resolution and in accordance with a direction from the Reserve Bank, the Bank can—

no member of the Banking Group may give effect to a qualifying acquisition or business combination that meets the notification

threshold, and does not meet the non-objection threshold, unless:

the bank has notified the Reserve Bank in writing of the intended acquisition or business combination and at least 10 working days

have passed; and

at the time of notifying the Reserve Bank of the intended acquisition or business combination, the bank provided the Reserve Bank

with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant

Acquisitions Policy” (BS15) dated December 2011; and

P. 77

CONDITIONS OF REGISTRATION (CONTINUED)
17.

(a)

(i)

(ii)

(b)

(c)

18.

CONDITIONS OF REGISTRATION NON-COMPLIANCE

• Banking Standard 2A: Capital Adequacy Framework (Standardised Approach) (BS2A);

• Banking Standard 13: Liquidity Policy (BS13); and

• Liquidity Policy Annex: Liquid Assets (BS13A).

PENDING PROCEEDINGS

In these conditions of registration,—

“Banking Group” means Heartland Bank Limited (as reporting entity) and all other entities included in the Banking Group as defined in section

6(1) of the Financial Markets Conduct Act 2013 for the purposes of Part 7 of that Act.

if the Reserve Bank's agreement is conditional, meets the Reserve Bank's conditions.

For the purposes of this condition of registration, “compendium of liabilities”, and “pre-positioned and non pre-positioned liabilities” have the

same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17)

dated September 2013.

That on an annual basis the bank tests all the component parts of its Open Bank Resolution solution that demonstrates the bank’s

prepositioning for Open Bank Resolution as specified in the bank’s Implementation Plan.

For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand

document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.

That the Bank has a compendium of liabilities that—

at the product-class level lists all liabilities, indicating which are—

pre-positioned for Open Bank Resolution; and

"generally accepted accounting practice" has the same meaning as in section 8 of the Financial Reporting Act 2013.

There are no pending legal proceedings or arbitrations concerning any member of the Banking Group at the date of Disclosure Statement that may

have a material adverse effect on the Bank or the Banking Group.

not pre-positioned for Open Bank Resolution;

is agreed to by the Reserve Bank; and

As reported in the 31 December 2019 and 30 June 2019 Disclosure Statement, the Bank had not been calculating its regulatory capital and liquidity

ratios in compliance with the requirements of Condition of Registration 1 and Condition of Registration 11. The Bank engaged an external

consultant to perform an independent assessment of compliance with those Conditions of Registration, specifically compliance with the

requirements of:

That review found discrepancies with the calculation for both Conditions of Registration as noted below which the Reserve Bank of New Zealand

(RBNZ) are aware of. The Bank has conducted a remediation programme which is largely complete though has been disrupted by the impacts of

COVID-19. The Bank has remained above all RBNZ ratio requirements at all times.

Condition of Registration 1

As previously reported the Bank engaged an external consultant to undertake a review of the Bank’s calculations of its regulatory capital ratios

which identified discrepancies in the calculations for credit risk exposures. Remediation is largely complete though delays have been experienced

due to COVID-19 resulting in the Bank not having been able to remediate all issues by reporting date. The impact of unadjusted errors at 30 June

2020 reporting date was a 0.28% reduction on the Bank’s capital ratio.

As previously reported the Bank had engaged an external consultant to undertake a review of its calculations of regulatory liquidity ratios which

identified discrepancies in the calculation of the One-Week and One-Month mismatch ratios and Core Funding Ratio. Remediation is largely

complete though delays have been experienced due to COVID-19 resulting in the Bank not having been able to remediate all issues by reporting

date. While this remediation continues, the Bank has adopted the most conservative approach to reporting its liquidity ratios as at 30 June 2020

reporting date.

Condition of Registration 11

P. 78

CREDIT RATINGS
AAAAaa

AAAa

AA

BBBBaa

BBBa

BB

CCCCaa

CC - CCa - C

D-

OTHER MATERIAL MATTERS

There are no material matters relating to the business or affairs of the Bank or the Banking Group that are not already contained elsewhere in this

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

securities of which the Bank or any member of the Banking Group is the issuer.

RD to DObligations currently in default.

Credit ratings from Fitch Ratings and Standard & Poor’s may be modified by the addition of a plus or minus sign to show relative status within the

major rating categories. Moody’s Investors Service apply numerical modifiers 1, 2, and 3 to show relative standing within the major rating

categories, with 1 indicating the higher end and 3 the lower end of the rating category.

BB

B

Greater vulnerability and therefore greater likelihood of default.

CCC

Likelihood of default considered high. Timely repayment of principal and interest is dependent on

favourable financial conditions.

As at the date of signing this Disclosure Statement, the Bank's credit rating issued by Fitch Australia Pty Ltd (Fitch Ratings) was BBB stable. This

BBB credit rating was issued on 14 October 2015 and is applicable to long term unsecured obligations payable in New Zealand, in New Zealand

dollars. This BBB stable credit rating was affirmed by Fitch Ratings on 18 May 2020.

The following is a summary of the descriptions of the ratings categories for rating agencies for the rating of long-term senior unsecured obligations:

CC - CHighest risk of default.

AA

Very strong ability to repay principal and interest in a timely manner.

A

Strong ability to repay principal and interest although somewhat susceptible to adverse changes in

economic, business or financial conditions.

BBB

Adequate ability to repay principal and interest. More vulnerable to adverse changes.

Fitch Ratings

Standard &

Poor's

Moody's

Investors

Service

Description of Grade

AAA

Ability to repay principal and interest is extremely strong. This is the highest investment category.

Significant uncertainties exist which could affect the payment of principal and interest on a timely basis.

P. 79




© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent

member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

80


Independent Auditor’s Report

To the shareholder of Heartland Bank Limited

Report on the audit of the consolidated financial statements

Opinion

We have audited the accompanying

consolidated financial statements and

supplementary information (excluding

supplementary information relating to

capital adequacy and regulatory liquidity

requirements) which comprise:

— the consolidated statement of

financial position as at 30 June

2020;

— the consolidated statements of

comprehensive income, changes in

equity and cash flows for the year

then ended;

— notes, including a summary of

significant accounting policies and

other explanatory information; and

— the information that is required to

be disclosed in accordance with

Schedules 4, 7, 13, 14, 15 and 17

of the Registered Bank Disclosure

Statements (New Zealand

Incorporated Registered Banks)

Order 2014 (as amended) (the

“Order”).

In our opinion, the accompanying consolidated financial statements

and supplementary information (excluding supplementary

information relating to capital adequacy and regulatory liquidity

requirements) of Heartland Bank Limited (the “Bank”) and its

subsidiaries (the “Banking Group”) on pages 7 to 71:

i. give a true and fair view of the Banking Group’s financial position

as at 30 June 2020 and its financial performance and cash flows

for the year ended on that date; and

ii. comply with New Zealand Generally Accepted Accounting

Practice, which in this instance means New Zealand Equivalents

to International Financial Reporting Standards (“NZ IFRS”) and

International Financial Reporting Standards.

In our opinion, the supplementary information (excluding

supplementary information relating to capital adequacy and

regulatory liquidity requirements) that is required to be disclosed in

accordance with Schedules 4, 7, 13, 14, 15 and 17 of the Order):

i. has been prepared, in all material respects, in accordance with

the guidelines issued pursuant to section 78(3) of the Reserve

Bank of New Zealand Act 1989 and any conditions of registration;

ii. is in accordance with the books and records of the Banking Group

in all material respects; and

iii. fairly states the matters to which it relates in accordance with

those Schedules.


Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Banking Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued

by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements and supplementary information (excluding supplementary information relating to

capital adequacy and regulatory liquidity requirements) section of our report.

Our firm has also provided other services to the Banking Group in relation to the review of the Banking Group’s half

year disclosure statement, regulatory assurance services, agreed upon procedure engagements and supervisor

reporting. Subject to certain restrictions, partners and employees of our firm may also deal with the Banking Group

on normal terms within the ordinary course of trading activities of the business of the Banking Group. These

matters have not impaired our independence as auditor of the Banking Group. The firm has no other relationship

with, or interest in, the Banking Group.






81



Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and

on the consolidated financial statements as a whole. The materiality for the consolidated financial statements as a

whole was set at $4,700,000 determined with reference to a benchmark of the Banking Group's normalised profit

before tax. We chose the benchmark because, in our view, this is a key measure of the Banking Group’s

performance.

We agreed with the Audit Committee that we would report to them, misstatements identified during our audit

above $230,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative

reasons.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholder may better understand the process by which we

arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of our

statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete

opinions on separate elements of the consolidated financial statements.

Key changes in the assessment of audit risks

Covid-19

The Covid-19 pandemic has created significant additional risks across a number of areas of the business,

particularly the assessment of the provision for impairment of finance receivables. All forward looking assumptions

are inherently more uncertain during these unprecedented times. While the key audit matter "Provision for

impairment of finance receivables", detailed below, is unchanged from last year, the underlying audit risk has

increased which impacted the extent and nature of audit evidence that we had to gather.

The key audit matter How the matter was addressed in our audit

Provision for impairment of finance receivables

Refer to notes 1, 12 and 22 to the consolidated financial statements.

The provision for impairment of finance

receivables is a key audit matter due to the

financial significance and the inherent

complexity of the Banking Group’s expected

credit loss (“ECL”) models.

Significant judgement and estimates are

required to incorporate forward-looking

information to reflect future economic

conditions, including the potential economic

impact of the Covid-19 pandemic and other

assumptions such as defining a significant

increase in credit risk (SICR).

The collective provision is estimated through the

ECL model which uses historical data, adjusted

for forward looking information and the assigned

risk grade or arrears status. Additionally,

management apply judgement in the

determination of provision overlays to adjust for

future market conditions.

The level of judgement involved in determining

the provision for collectively impaired assets

Together with KPMG credit risk specialists we assessed the Banking

Group’s collective and individual provisions. Our procedures, amongst

others, included:

⎯ Assessing the Banking Group’s governance and oversight,

including the continuous reassessment of overall provisioning;

⎯ Assessing the Banking Group’s significant accounting policies and

expected credit loss (“ECL”) modelling methodology against the

requirements of the standards and underlying accounting records;

⎯ Testing key controls including the arrears calculations, customer

loan ratings, annual loan reviews, credit risk reviews and data

reconciliations between the ECL models and source systems;

⎯ Assessing the model output against actual losses incurred by the

Banking Group;

⎯ Challenging the key assumptions, including forward looking

economic assumptions, against external information including

benchmarking management’s estimates to a range of different

market forecasts;

⎯ Evaluating individual credit assessments for a sample of ‘rural’ and

other ‘corporate’ loans on management’s credit watchlist. This

included inspection of the latest correspondence with the






82


The key audit matter How the matter was addressed in our audit

requires us to challenge the appropriateness of

management’s assumptions.

The provision for individually impaired assets is

based on the application of management

judgement regarding expected future cashflows,

which are inherently uncertain.

borrower, assessment of the provision estimates prepared by

credit risk officers, and consideration of the resolution strategy.

We challenged assumptions and assessed collateral values by

comparing them to valuations performed by independent valuers;

and

⎯ Assessing the disclosures in the consolidated financial statements

against the requirements of NZ IFRS.

From the procedures performed we consider the Banking Group

appropriately identified and considered the uncertainties in the

provision estimates.

Valuation of finance receivables – reverse mortgages

Refer notes 12(b) and 19 to the consolidated financial statements.

The Banking Group’s reverse mortgage portfolio

is held at fair value.

The fair value calculation is based on the

application of management judgement. In

assessing the fair value, the Banking Group

continuously considers evidence of a relevant

active market. In the absence of such a market,

in the current period, the Banking Group

considered changes since loan origination and

expected future cashflows.

The inherent uncertainties include estimated

exits, interest rates and security property values.

Our procedures over the fair value loan portfolios, amongst others,

included:

⎯ Testing key controls over the accuracy of data impacting the fair

value assessment;

⎯ Assessing evidence of a relevant active market or observable

inputs; and

⎯ Challenging the key assumptions used by the Banking Group in

determining the portfolio’s fair value.

The estimates and assumptions used to determine the valuation of

finance receivables are reasonable, with no evidence of management

bias or influence identified from our procedures.

Operation of IT systems and controls

The Banking Group is reliant on complex IT

systems for the processing and recording of

significant volumes of transactions and other

core banking activity.

For significant financial statement balances,

such as finance receivables and deposits, where

relevant, our audit involves an assessment of

the design of the Banking Group’s internal

control environment. There are some areas of

the audit where we seek to test and place

reliance on IT systems, automated controls and

reporting.

The effective operation of these controls is

dependent upon the Banking Group’s general IT

control environment, which incorporates

controls relevant to IT system changes and

development, IT operations, developer and user

access.

Our audit procedures, amongst others, included:

⎯ Gaining an understanding of business processes, key controls and

IT systems relevant to significant financial statement balances,

including technology services provided by a third party;

⎯ Assessing the effectiveness of the IT control environment,

including core banking IT systems, key automated controls and

reporting; and

⎯ Evaluating general IT controls relevant to IT system changes and

development, IT operations, developer and user access.

Where we noted design or operating effectiveness matters relating to

IT system or application controls relevant to our audit, we performed

alternative audit procedures. We also identified and tested mitigating

controls in order to respond to the impact on our overall audit approach.

We did not identify any material issues or exceptions from those

additional procedures.


Other information

The Directors, on behalf of the Banking Group, are responsible for the other information included in the Bank’s

disclosure statement. Other information comprises the information required to be included in the disclosure

statement in accordance with schedule 2 of the Order. Our opinion on the consolidated financial statements does

not cover any other information and we do not express any form of assurance conclusion thereon.






83


In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Report on other legal and regulatory requirements

In accordance with the requirements of clauses 2(1)(d) and 2(1)(e) of Schedule 1 of the Order, we report that:

— we have obtained all the information and explanations we have required; and

— in our opinion, proper accounting records have been kept by the Banking Group, as far as appears from our

examination of those records.

Responsibilities of Directors for the consolidated financial statements and

supplementary information (excluding supplementary information relating to

capital adequacy and regulatory liquidity requirements)

The Directors, on behalf of the Banking Group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with Clause 24 of

the Order, NZ IFRS and International Financial Reporting Standards;

— the preparation and fair presentation of supplementary information (excluding the supplementary information

relating to capital adequacy and regulatory liquidity requirements), in accordance with Schedules 2, 4, 7, 13, 14,

15 and 17 of the Order;

— implementing necessary internal control to enable the preparation of consolidated financial statements that are

fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements and supplementary information (excluding supplementary information

relating to capital adequacy and regulatory liquidity requirements)

Our objective is:

— to obtain reasonable assurance about whether the disclosure statement, including the financial statements

prepared in accordance with Clause 24 of the Order, and supplementary information (excluding the

supplementary information relating to capital adequacy and regulatory liquidity requirements), in accordance

with Schedules 4, 7, 13, 14, 15 and 17 of the Order as a whole is free from material misstatement, whether

due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.






84



Review conclusion on the supplementary information relating to capital

adequacy and regulatory liquidity requirements

We have reviewed the supplementary

information relating to capital adequacy and

regulatory liquidity requirements, as

disclosed in note 25(a) and 28 of the

consolidated financial statements for the

year ended 30 June 2020. The

supplementary information relating to capital

adequacy and regulatory liquidity

requirements comprises the information that

is required to be disclosed in accordance

with Schedule 9 of the Order.

Based on our review, nothing has come to our attention

that causes us to believe that the supplementary

information relating to capital adequacy and regulatory

liquidity requirements, disclosed in note 25(a) and 28 to

the consolidated financial statements, is not, in all material

respects:

i. prepared in accordance with the Banking Group’s

conditions of registration; and

ii. disclosed in accordance with Schedule 9 of the Order.

Emphasis of matter

We draw attention to note 25(a) and the conditions of registration non-compliance on page 78 of the disclosure

statement which reference the Banking Group’s identification of adjustments to the capital and liquidity ratios, as

required under conditions of registration 1 and 11. Our opinion is not modified in respect of this matter.

Basis for conclusion on the supplementary information relating to capital

adequacy and regulatory liquidity requirements

A review of the supplementary information relating to capital adequacy and regulatory liquidity requirements in

accordance with NZ SRE 2410 Review of Financial Statements Performed by the Independent Auditor of the Entity

(“NZ SRE 2410”) is a limited assurance engagement. Our responsibilities under that standard are further described

in the Auditor’s responsibilities for the review of the supplementary information relating to capital adequacy and

regulatory liquidity requirements section of our report.

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

to the audit of the annual consolidated financial statements.

Responsibilities of Directors for the supplementary information relating to

capital adequacy and regulatory liquidity requirements

The directors are responsible for the preparation of supplementary information relating to capital adequacy and

regulatory liquidity requirements that is required to be disclosed under Schedule 9 of the Order and prepared in

accordance with the Capital Adequacy Framework (Standardised Approach) (BS2A) and described in note 25(a) and

28 to the consolidated financial statements.

Auditor’s responsibilities for the review of the supplementary information

relating to capital adequacy and regulatory liquidity requirements

Our responsibility is to express a conclusion on the supplementary information relating capital adequacy and

regulatory liquidity requirements based on our review. We conducted our review in accordance with NZ SRE 2410.

As the auditor of the Banking Group, NZ SRE 2410 requires that we plan and perform the review to obtain limited

assurance about whether the supplementary information relating to capital adequacy and regulatory liquidity

requirements is, in all material respects:

— prepared in accordance with the Banking Group’s conditions of registration; and

— disclosed in accordance with Schedule 9 of the Order.






85


A review of the supplementary information relating to capital adequacy and regulatory liquidity requirements 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 ISAs (NZ). Accordingly, we do not express an audit opinion on the supplementary information

relating to capital adequacy and regulatory liquidity requirements disclosures.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholder. Our work has been undertaken so that we

might state to the shareholder those matters we are required to state to them in the independent auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the shareholder for our work, this independent auditor’s report, or any of the opinions or

conclusions we have formed.

The engagement partner on the audit resulting in this independent auditor's report is Graeme Edwards.

For and on behalf of


KPMG

Auckland

17 September 2020

---

NZX/ASX Release
ASX Listing Rule 1.15.3 Statement

17 September 2020

Heartland Group Holdings Limited (ASX/NZX: HGH) (an ASX Foreign Exempt Listing) confirms, for the

purposes of ASX Listing Rule 1.15.3, that it has complied with and continues to comply with the

Listing Rules of NZX Limited, which is its overseas home exchange.

- Ends -


For further information, please contact the person(s) who authorised this announcement:


Andrew Dixson

Chief Financial Officer

Heartland Group Holdings Limited

DDI: 09 927 9274

E: Andrew.Dixson@heartland.co.nz


Address:

Level 3, Heartland House

35 Teed Street

Newmarket, Auckland

New Zealand

---

1


NZX/ASX Release

Heartland announces full year net profit after tax of

$72.0 million (or $78.9 million adjusted to remove economic

overlay for COVID-19)

17 September 2020

Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) achieved a net profit after tax

(NPAT) of $72.0 million for the financial year ended 30 June 2020 (FY2020). Included within this

NPAT is an economic overlay of $9.6 million pre-tax which Heartland applied to its potential credit

losses in response to the ongoing uncertainties relating to the COVID-19 pandemic. The adjusted

NPAT (which excludes this economic overlay) is $78.9 million

1

.

Highlights for FY2020

2


• NPAT of $72.0 million.

• Adjusted NPAT of $78.9 million (removing the economic overlay of $9.6 million pre-tax), up

7.2% ($5.3 million).

• Gross finance receivables (Receivables)

3

of $4.6 billion, up 4.9% ($215.0 million)

4

.

• Return on equity (ROE) of 11.4%, up 31 basis points (bps).

• Net interest margin (NIM)

5

of 4.33%, flat on FY2019.

• Net operating income (NOI) of $235.3 million, up 13.2%.

• Cost to income ratio (CTI) of 45.4%, up 3.8 percentage points (pp). After allowing for

changes in the accounting treatment and one-off impacts, the underlying CTI is 44.5%, up

4.6 pp as a result of significant investments in areas of strategic importance.

• FY2020 final dividend of 2.5 cents per share (cps), taking FY2020 total dividend to 7.0 cps – a

decrease of 3.0 cps (as a consequence of restrictions imposed by the Reserve Bank of New

Zealand (RBNZ) on distributions by banks in New Zealand).

• A dividend yield of 8.2%

6

(8.6%

7

in FY2019).

• Earnings per share (EPS) of 13.7 cps, up 5.2%.


1

Heartland’s FY2020 results present reported and adjusted financial information. These measures are

considered useful for investors because they adjust for one-off impacts, which allows for better comparability

with past performance. A reconciliation of adjusted financial information is set out on pages 31 and 32 of the

accompanying results presentation.

2

All comparative results are based on restated audited full year consolidated financial statements of Heartland

for the year ended 30 June 2019 (FY2019).

3

Gross finance receivables also includes Reverse Mortgages.

4

Excluding the impact of changes in foreign currency exchange (FX) rates.

5

NIM calculated based on average gross interest earning assets.

6

FY2020 total fully imputed dividends divided by share price as at 16 September 2020 of $1.19.

7

FY2019 total fully imputed dividends divided by share price as at 14 August 2019 of $1.62.


2


• Heartland has transitioned through a number of strategic phases to establish itself as a

digitally-led financial services group, ‘a financial technology company (fintech) with a bank

licence’.

• In May 2020, Fitch Ratings (Fitch) affirmed Heartland’s Long-Term Issuer Default Ratings and

Outlooks. Heartland Bank Limited (Heartland Bank) was one of only two Australasian banks

to have no reduction or adverse change to its rating or outlook as it entered the economic

downturn.

• Established new products to support customers affected by COVID-19.

• Digital tools such as electronic document signing and biometric facial recognition enabled

motor vehicle dealers to continue to offer Heartland’s motor vehicle finance despite alert

level restrictions on in-person interactions.

• Heartland Bank awarded Canstar’s 2020 Bank of the Year – Savings and Canstar’s 5-Star

Rating for Outstanding Value Savings Account for its Direct Call and YouChoose accounts.

• Heartland Bank Reverse Mortgages awarded Consumer Trusted accreditation for the fourth

year in a row.

• Heartland Bank a finalist in the Diversity Works NZ Diversity Awards in the Cultural

Celebration category.

• Heartland Bank became an accredited Living Wage employer, and part of the first Living

Wage accredited industry in New Zealand.



3





COVID-19 RESPONSE

The COVID-19 pandemic and resulting alert level restrictions created an uncertain economic

environment for many of Heartland’s customers. Heartland responded by contacting

Consumer, small-to-medium enterprise (SME) and Business customers to offer support.

Consumer customers, representing $143 million of loans, took up the various offers of

support, as did SME and Business customers, representing $510 million of loans. Support

options included payment holidays of 1-3 months, reduced principal and interest only

payments.

Most of Heartland’s customers have returned to pre-COVID-19 payment schedules. At 27

August 2020, 96% of Consumer loans and 98% of SME and Business loans were on usual (or

pre-COVID-19) repayment schedules or had taken up Heartland Extend.

Heartland Extend is a new product, launched in May 2020, allowing customers the flexibility

to manage the term of their loan to suit cashflow needs. Across all of Heartland’s customers,

at 14 September 2020, 1,601 customers, representing $116.4 million of loans, had taken up

Heartland Extend. This offer will be extended to non-customers.

Heartland became one of nine providers of the New Zealand Government’s Business Finance

Guarantee Scheme (BFGS). Heartland is offering business loans under the BFGS not only to its

own customers, but to any business that qualifies.

During the period 1 March to 30 June 2020, Heartland:

• enabled 46 Australian seniors to apply for a Heartland Reverse Mortgage online,

from the safety of their own home

• approved $356 million in new lending, including:

− $165 million for Motor

− $66 million for Australian Reverse Mortgages

− $84 million for Business

− $25 million for New Zealand Reverse Mortgages.

Heartland was quick to mobilise its employees to support customers despite alert level

restrictions limiting occupancy in its places of work. Employees were provided with the

appropriate systems, tools and resourcing to enable them to work remotely. Heartland

redeployed employees to areas of the business experiencing high demand and brought on

additional permanent and contract staff to meet customer needs.

Considerable uncertainty remains and as a consequence, Heartland will create an economic

overlay of 8.8% of its NPAT for the financial year (see page 6).





4


DIGITAL EVOLUTION

Since listing on the NZX in 2011 and becoming a bank in 2012, Heartland has progressed through a

number of strategic phases to establish itself as a digitally-led financial services group, ‘a fintech with

a bank licence’.

This, together with its best or only approach to its products and services, has successfully

differentiated it from mainstream banks, best exemplified by a significantly higher NIM. It has been

named the Canstar Savings Bank of the Year for three consecutive years and is the recipient of

multiple awards for its reverse mortgages. Its digital platforms for deposits, small business and

mortgage lending are world class in terms of financial technology.

Heartland is digitalising everything it does – its distribution, its processing and how it markets to

customers.

At the centre of Heartland’s digital strategy is the ongoing enhancement of the Heartland Mobile

App. Mobile phones are increasingly becoming the electronic channel of choice for all adults

8

.

Heartland believes customers will increasingly turn to their smartphones for all interactions with

service providers and the Heartland Mobile App will continue to be enhanced to meet this customer

expectation – it will be Heartland’s virtual branch on every corner.

Heartland’s digital platforms have enabled customers to access products and services despite alert

level restrictions on in-person interactions. Heartland’s digital facial recognition (biometrics) and

electronic document signature (DocuSign) innovations provide customers with an end-to-end

contactless onboarding and fulfilment process. From 25 March to 13 May 2020 during the height of

alert level 3 and 4 lockdowns, dealers were able to progress vehicle loan applications by sending

biometrics facial recognition links to 142 people.

Increased investment will be undertaken in technology to expand digital capability to meet

Heartland’s growth aspirations and the needs of customers in both New Zealand and Australia –

particularly in a post-COVID-19 world where the ability to interact online is of even greater

importance.

FINANCIAL RESULTS

Financial position

Receivables increased by $215.0 million (4.9% growth)

9

mainly due to growth in Reverse Mortgages,

Business Intermediated, Motor, Open for Business (O4B) and Harmoney, offset by decreases in non-

core lending, specifically Business Relationship and Rural Relationship.

Total assets increased by $389.1 million (7.9% growth), primarily driven by the $234.0 million (5.4%)

increase in net finance receivables. Liquid assets, comprising cash, cash equivalents and investments


8

According to Deloitte’s 2019 global mobile consumer survey.

9

Excluding the impact of changes in FX rates.


5


increased by $127.2 million (30.5% growth). This reflected the precaution of a strong liquidity buffer

through the period of COVID-19 uncertainty.

Total funding

10

increased by $320.9 million (7.6% growth).

During the reporting period, net assets increased by $24.3 million to $700.0 million. Net tangible

assets (NTA) increased by $15.8 million to $610.0 million, resulting in an NTA per share of $1.05 (30

June 2019: $1.04).

Profitability

NPAT was $72.0 million, a $1.6 million (2.2%) decrease on FY2019. Adjusted NPAT

11

was $78.9

million, a $5.3 million (7.2%) increase on FY2019.

ROE was 10.5%, down 59 bps from FY2019. Adjusted ROE

11

was 11.4%, up 31 bps from FY2019.

EPS was 12.5 cps, down 0.5 cps from FY2019. Adjusted EPS

11

was 13.7 cps, up 0.7 cps from FY2019 as

a result of an increase in underlying NPAT.


FY2020 FY2019

NOI

12

($m) 235.3 208.0

NPAT ($m) 72.0 73.6

Adjusted NPAT ($m) 78.9 73.6

NIM 4.33% 4.33%

NIM excl. liquid assets

13

4.59% 4.46%

CTI 45.4% 41.6%

Adjusted impairment expense ratio 0.44% 0.49%

Adjusted ROE 11.4% 11.1%

Adjusted EPS 13.7 cps 13.0 cps


Income

Total NOI was $235.3 million, an increase of $27.4 million (13.2%) on FY2019.

The required accounting standard change in respect of upfront reverse mortgage fees contributed

$6.4 million to the FY2020 NOI (and resulted in a corresponding contribution of $7.4 million in

operating expenses). Adjusted for this, NOI increased by $21.7 million (10.5%) compared with


10

Total funding includes retail deposits and other borrowings.

11

Excluding the impact of $9.6 million pre-tax economic overlay due to COVID-19.

12

NOI includes fair value gains/losses on investments.

13

NIM is calculated based on average gross interest earning assets excluding liquid assets.


6


FY2019, largely due to a $22.4 million (11.5%) increase in underlying net interest income. Underlying

other operating income decreased by $0.7 million (5.2%) compared with FY2019, primarily due to a

lower net operating lease, insurance and fee income result.

NOI was $1.9 million (1.6%) lower in the second half (2H2020) compared with the first half of FY2020

(1H2020). Excluding the impact of the required accounting standard change in respect of upfront

reverse mortgage fees and fair value gains on equity investments from 1H2020, underlying NOI was

$2.6 million (2.3%) higher half-on-half.

Heartland’s NIM for FY2020 was 4.33%, flat on FY2019.

Net interest income was $6.3 million higher in 2H2020, a 5.7% increase half-on-half. This was a result

of a $4.6 million (6.8%) decrease in interest expense which was primarily due to 28 bps reduction in

cost of funds, and a $1.7 million (1.0%) increase in interest income largely driven by $117.5 million

increase in interest earning assets.

Expenses

Operating expenses were $106.8 million, an increase of $21.0 million (24.5%) on FY2019. The

required accounting standard change in respect of upfront reverse mortgage costs contributed

$7.4 million to FY2020 operating expenses. Adjusted for this, underlying operating expenses were

$14.8 million (17.5%) higher compared with FY2019.

The CTI increased to 45.4%, compared with 41.6% in FY2019, while on an underlying basis this was

44.5% in the current period, compared with 39.9% in FY2019.

Higher operating expenses were primarily due to a $7.3 million (15.1%) increase in staff expenses.

While many organisations are downsizing, Heartland employed 23 new people in permanent or fixed

term roles between March and June 2020 to provide additional support to customers.

Heartland has also invested in technical expertise in areas of strategic importance (for example, in its

digital and finance teams) to reduce the reliance on external service providers and enable Heartland

to adopt a more agile delivery model, reflecting the growing maturity of the business and the need

to respond to an increasingly complex and regulated operating environment.

Higher operating expenses were also due to a $3.3 million (97.6%) increase in marketing investment

across both New Zealand and Australian markets to drive product and brand awareness.

IMPACT OF COVID-19 ON PROVISIONING

Since March 2020, the economy has been disrupted by measures put in place to limit the impact of

the spread of COVID-19. It has also been disrupted by the downstream effects of the deterioration

that COVID-19 has caused in the global economy.

Countermeasures implemented by Government (including the Government’s support and fiscal

programmes) and the RBNZ have assisted to mitigate the impact of those measures. As noted


7


elsewhere, Heartland has also worked closely with its customers to understand their needs and

provide them with the financial support that best meets their requirements.

On 18 May 2020, during this period of disruption, Fitch affirmed the Long-Term Issuer Default

Ratings for Heartland, Heartland Bank and Heartland Australia Group Pty Ltd (Heartland Australia)

with outlook remaining stable. Heartland was one of only two Australasian banks to have no

reduction or adverse change to its rating or outlook as it entered the economic downturn.

The affirmation reflects Fitch’s view that Heartland has solid buffers to withstand its base-case

scenario and enters the economic downturn with sufficient headroom in its key financial metrics.

Fitch noted that “the ratings of [Heartland Group] and [Heartland Bank] are driven by the group’s

consolidated risk profile, which reflect its stronger-than-peer profitability”.

Heartland does not have a material exposure to the industries most profoundly affected by COVID-

19 (tourism, hospitality, retail business)

14

, nor the demographic most impacted by rising

unemployment (15-24 year olds)

15

. In addition, a significant proportion of Heartland’s book has

shown resilience to the economic disruption – in particular the Reverse Mortgage books in Australia

and New Zealand (where borrower behaviour remains largely unchanged) and the Rural portfolio.

Taking into account Heartland’s differentiated portfolio composition, management’s experience and

understanding of Heartland’s customers, and assuming management’s forecast of future economic

conditions transpires to be accurate, Heartland determined that there was no reason to consider

that its existing provisions were not adequate. However, Heartland recognises that its support

arrangements and the significant Government support mean that traditional indicators of increased

credit risk may not provide an accurate measure of credit quality.

Against that backdrop, Heartland has taken an economic overlay of $9.6 million pre-tax to allow for

the uncertainty created by COVID-19. Economic overlays are deployed to supplement existing

methods of calculating expected credit loss where the economic environment is outside that

contemplated by existing methods and have been used by banks as a response to the uncertainty

created by COVID-19. Importantly, an overlay does not represent actual or current losses, but

provides a buffer against any losses that the uncertainty may give rise to.

The bulk of Heartland’s overlay has been apportioned to the Consumer and SME portfolios.

Heartland will continue to monitor that overlay, and it may change over time as the position

develops and Heartland comes to have greater certainty as to the impact.

Heartland’s total provision coverage ratio excluding the $9.6 million pre-tax economic overlay due to

COVID-19 is 1.71%

16

as at 30 June 2020. This is a relatively strong position compared with most of its


14

Heartland’s total exposure to the retail, accommodation and transport (excluding road freight transport)

industries at 30 June 2020, based on borrower ANZSIC codes, was 2.84%, 2.17% and 1.15% respectively.

15

At 10 August 2020, Heartland’s exposure to customers in this age bracket is 2.9% in Motor, 0.7% in personal

lending and 0.9% in Harmoney.

16

Calculated as total provisions over gross finance receivables excluding Reverse Mortgages.


8


peers. The COVID-19 economic overlay further increased the total provision coverage ratio to 2.02%

as at 30 June 2020.

The table below compares Heartland’s provision coverage ratio

17

year-on-year, including the impact

of the $9.6 million pre-tax economic overlay due to COVID-19.



30 June 2020 30 June 2019


Gross Total Provision Gross Total Provision


Receivables Provision Coverage Receivables Provision Coverage


$m $m Ratio $m $m Ratio





Motor


1,126


17.8 1.58% 1,089


14.1 1.30%

Harmoney NZ


146


7.6 5.20% 151


5.5 3.66%

Harmoney AU


54


3.1 5.77% 38


1.7 4.55%

Personal Loans


12


1.8 15.05% 17


2.0 12.18%

Open for Business


155


8.5 5.46% 133


4.8 3.63%

Business Intermediated


499


7.6 1.53% 425


5.7 1.34%

Business Relationship


496


8.1 1.62% 560


11.4 2.03%

Rural


606


8.2 1.35% 656


13.1 2.00%

Retail Mortgages


14


- 0.00% 20


- 0.00%



3,108


62.7 2.02% 3,090


58.5 1.89%



Impairments

Including the overlay mentioned above, impairment expense increased by $8.7 million (42.3%) to

$29.4 million. Impairment expense as a percentage of average receivables increased from 0.49% in

FY2019 to 0.65% in FY2020.

On an adjusted

18

basis, impairment expense decreased by $0.9 million (4.1%) to $19.8 million, and

impairment expense as a percentage of average receivables decreased from 0.49% in FY2019 to

0.44% in FY2020. This reflects improving quality and improved collections processes.


17

Being total provisions divided by gross receivables.

18

Excluding the impact of $9.6 million pre-tax economic overlay due to COVID-19.


9


Additionally, refined provisioning methodologies in accordance with IFRS9 have resulted in a

reduced impairment expense.

BUSINESS PERFORMANCE

New Zealand Reverse Mortgages

New Zealand Reverse Mortgages NOI was $23.5 million, an increase of $2.7 million (12.7%)

compared with FY2019.

New Zealand Reverse Mortgage Receivables increased $49.6 million (9.7%) to $559.9 million, driven

by an investment in marketing to increase brand awareness and digital channel enhancements.

Motor

Motor NOI was $60.6 million, an increase of $3.5 million (6.2%) compared with FY2019.

Motor Receivables increased $37.0 million (3.4%) to $1,125.6 million mainly due to an increase in

the Motor dealer book (car dealerships, brokers and partnerships such as Kia and Jaguar/Land

Rover).

Following a strong result in 1H2020, 2H2020 was characterised by higher repayment levels in Motor.

While new lending held up strongly in the period 1 March to 30 June 2020 ($164.8 million)

repayments were $164.2 million (partly due to customers consolidating debt due to low interest

residential mortgage rates). As a result, Motor posted a largely flat volume growth in 2H2020.

Generating much of Motor’s new lending in 2H2020 was Heartland Bank’s innovative digital

platforms, which allowed motor dealers to safely provide vehicle finance to New Zealanders even

when alert levels restricted in-person interactions with customers.

Harmoney and other personal lending

Harmoney NOI was $17.2 million, an increase of $4.8 million (39.1%) compared with FY2019.

Harmoney Receivables increased $10.1 million (5.3%), with the New Zealand Harmoney portfolio

contracting $5.6 million (3.7%) to $145.9 million, while the Australia Harmoney portfolio increased

$15.7 million (40.9%) to $54.0 million. Both New Zealand and Australian portfolios contracted in

2H2020 as a result of slowdown in new lending following the COVID-19 outbreak.

Harmoney impairments were higher in FY2020 primarily due to additional provisions taken up to

cover potential future COVID-19 losses, as well as the impact of strong growth in Australia which

resulted in an increase in stage one provisions. Prior to the COVID-19 lockdown, loss rates in FY2020

had been lower than FY2019 in both New Zealand and Australia. Adjusted for the COVID-19 overlay,

FY2020 impairment rate for New Zealand and Australia Harmoney portfolio is 3.4% and 4.1%

respectively (4.1% and 4.9% in FY2019). FY2020 impairment rate for New Zealand and Australia

Harmoney portfolio is 4.7% and 5.6% respectively.


10


Business Intermediated

Business Intermediated lending NOI was $21.9 million, an increase of $4.3 million (24.3%) compared

with FY2019.

Business Intermediated Receivables increased $73.6 million (17.3%) to $499.0 million, reflecting

Heartland Bank’s growth focus on this portfolio.

Business Relationship

Business Relationship lending NOI was $24.8 million, a decrease of $3.8 million (13.4%) compared

with FY2019.

Business Relationship Receivables decreased a further $19.7 million in 2H2020 to $495.7 million as a

result of the strategic focus on reducing concentration risk in low margin exposures, posting a $63.9

million (11.4%) decrease in FY2020.

O4B

O4B NOI was $14.7 million, an increase of $5.1 million (53.7%) compared with FY2019.

O4B Receivables increased $21.8 million (16.4%) to $155.1 million. Whilst O4B growth slowed down

in 2H2020, ongoing investments in operational capacity, automation and marketing to increase

product awareness are expected to fuel recovery to pre-COVID-19 levels and growth in future

periods.

Rural

Rural lending NOI was $30.7 million, a decrease of $1.0 million (3.1%) compared with FY2019.

Rural Receivables decreased by $50.7 million (7.7%) to $605.7 million. Rural Relationship Receivables

reduced by $22.2 million in 2H2020 to $490.4 million as optimisation of non-core Rural Relationship

lending to reduce low margin concentration continues, posting a $44.4 million (8.3%) decrease in

FY2020. At the same time, Livestock Receivables decreased by $6.3 million (5.2%) to $115.3 million.

Australia

Australian operations NOI was $34.3 million, an increase of $11.6 million (51.0%) compared with

FY2019.

Australian Reverse Mortgage Receivables increased by $149.1 million (18.4%)

19

to $957.5 million.

Heartland remains the leading originator of reverse mortgages in Australia with 12-month market


19

Excluding the impact of changes in FX rates.


11


share increasing from 21%

20

to 26%

21

, and a similar trend expected in the future.

FUNDING AND LIQUIDITY

New Zealand

Heartland Bank increased borrowings by $131.8 million (3.8%), primarily as a result of growth in

deposits of $115.6 million (3.7%) and growth in other borrowings of $16.2 million (4.7%).

Deposits grew $100.5 million (3.2%) in the April-June 2020 quarter (Q4) as a result of strong

promotional activity with Heartland Bank continuing to be a consistent rate leader during the

lockdown period and beyond. Heartland Bank’s focus is on the reduction of risk concentrations in its

deposit book and shifting its deposit mix in favour of lower rate call deposits where Heartland is

relatively underweight.

Within other borrowings, money market and registered certificate of deposit borrowings reduced by

$59.8 million in aggregate, while borrowings under the auto warehouse facility increased by $65.6

million as part of a strategy to shift funding away from short-term uncommitted sources in favour of

committed wholesale lines.

Heartland Bank increased total liquidity by $205 million (39%). This was a result of growth in cash

and cash equivalents of $66 million (169%), growth in investments of $55 million (16%) and growth

in undrawn committed facilities of $205 million (39%).

In response to the uncertain economic and liquidity impacts of COVID-19, Heartland Bank increased

its committed auto warehouse facility from $150 million to $300 million, and increased its target

holding of cash and cash equivalents. As such Heartland Bank holds liquidity well in excess of

regulatory minimums.

Heartland cancelled its $25 million undrawn corporate debt facility in May 2020.

Australia

Heartland Australia increased borrowings by A$168.4 million (24.7%) as a result of growth in reverse

mortgage warehouse funding of A$73.2 million (11.6%) and a A$100 million medium-term note

(MTN) issuance.

To support its growth, Heartland has secured A$142 million of long-term funding for its Australian

Reverse Mortgage business. The innovative Australian reverse mortgage-backed syndicated loan

securitisation transaction announced on 15 September 2020 is funded by established offshore

institutional investors. The first-of-its-kind transaction achieves another milestone in executing


20

Based on APRA ADI Property Exposure combined with Heartland Seniors Finance data as at 31 March 2019.

21

Based on APRA ADI Property Exposure combined with Heartland Seniors Finance data as at 31 March 2020.


12


Heartland’s strategy to diversify type, source and tenor of its Australian funding and importantly

evidences market liquidity to existing warehouse funders.

The financing structure provides Heartland access to deep pools of efficient long-dated funding that

is typically unavailable to most Australian non-bank financial institutions. Heartland’s high-quality

reverse mortgage asset portfolio has enabled the structure to achieve leverage

22

of 98%.

During the financial year, Heartland Australia successfully continued to execute on its strategic

funding programme to cater for the strong growth that continues to be generated.

Other funding activity included:

• execution and utilisation of a new A$250 million reverse mortgage funding warehouse

provided by a major Australian financial institution

• issuance of A$100 million new MTNs.


Heartland now has access to committed Australian reverse mortgage loan funding of A$1 billion in

aggregate. Further expansion of existing warehouse funding through increased senior limits and

introduction of mezzanine funding is planned together with continued optimisation of long-term

duration matched funding.

REGULATORY UPDATE

As a result of COVID-19, some delays to regulatory change timeframes were announced in 2H2020.

However, a significant volume of regulatory change continues to be upcoming. Key changes include

the proposed Financial Markets (Conduct of Institutions) Amendment Bill (Conduct Bill) and Phase 2

of the review of the Reserve Bank of New Zealand Act 1989 (RBNZ Act).

If enacted, the Conduct Bill would introduce a new conduct regime for registered banks (including

Heartland Bank), licensed insurers and non-bank deposit takers in New Zealand.

The Government has made a number of in-principle decisions in relation to its review of the RBNZ

Act which will affect the New Zealand financial system, including proposing a depositor protection

scheme and significant strengthening of accountability requirements for directors and executives.

A consultation paper for the proposed changes to the RBNZ Act has been published with submissions

due on 23 October 2020. Heartland will continue to monitor progress in respect of the review, and

any bill which is subsequently introduced to Parliament.

STRATEGIC PRIORITIES

Heartland has three core strategic objectives: acquiring scale as a New Zealand bank, expanding in

Australia and digitalising everything it does.


22

Being total senior debt divided by total reverse mortgages funded.


13


New Zealand

Heartland remains dedicated to providing customers with banking products and services through

best or only digital channels.

Within this, Heartland Bank has developed a unique, low-cost operating model in New Zealand,

through the digitalisation of its core distribution channels and fulfilment processes. Heartland views

growing scale through consolidation in the banking industry as a potential opportunity to expand

this low-cost model and create greater access to capital for other industry participants. At a time

when other participants are required to raise additional capital and the industry in general faces

additional investment in technology and regulatory compliance, consolidation may be considered

attractive.

In March, Heartland Bank entered into the retail mortgage market with its new online Home Loans

platform. The trial sought to test the appetite of the New Zealand market for a digital home loan

product which allows Kiwis to apply and receive a conditional approval online, without the need to

go into a bank or meet with a mortgage manager. The trial was successful, with $50 million of

conditional home loan approvals being given in the month the trial was run. Heartland Bank expects

to relaunch its Home Loans product during the financial year ending 30 June 2021 (FY2021) with a

rate as market leading as that offered during the trial.

Australia

Growth has continued in Australia’s Reverse Mortgage business, despite the impact of COVID-19 on

the Australian market. Investment in marketing activity will continue for reverse mortgages in

Australia to grow reach and drive leads.

Heartland launched its O4B unsecured small business lending platform in Australia in late 2019. Due

to the impact of COVID-19, Heartland paused lending through the Australian platform in March, but

intends to relaunch O4B in Australia this calendar year.

Heartland has had success in the consumer and small business markets in New Zealand, and is now

focused on replicating that success in Australia. Heartland currently has small exposures to those

markets through its partners, such as Harmoney, and is targeting growth in both areas, with an

appetite for both organic and acquisition growth opportunities.

Digital

Heartland’s strategy to digitalise everything it does is described in detail above under Digital

Evolution on page 4.




14


FINAL DIVIDEND

Heartland is pleased to declare a 2020 final dividend of 2.5 cps, taking the total dividend for FY2020

to 7.0 cps (3.0 cps down on FY2019). The dividend yield of 8.2%

23

compares to 8.6%

24

in FY2019. The

dividend decrease reflects restrictions imposed by the RBNZ on distributions by banks in New

Zealand. However, the continued growth in Heartland’s Australian operations enable it to distribute

earnings derived from assets held outside of Heartland Bank. Heartland expects to return to a pay-

out ratio aligning to historical levels once the RBNZ restrictions are removed.

The final dividend will be paid on Friday 9 October 2020 (Payment Date) to shareholders on the

company’s register as at 5.00pm on Friday 25 September 2020 (Record Date) and will be fully

imputed.

Heartland has a Dividend Reinvestment Plan (DRP), giving eligible shareholders the opportunity to

reinvest some or all of their dividend payments into new ordinary shares. The DRP will apply to the

final dividend with a 2.0% discount

25

.

The DRP offer document and participation form is available on Heartland’s shareholder website at:

https://shareholders.heartland.co.nz/shareholder-resources/dividends.

OPTIMISATION OF VALUE WITHIN THE GROUP

As described above, Heartland has a strategy to:

1. acquire scale in banking in New Zealand

2. expand in Australia

3. digitalise everything it does.


This strategy aligns with the core strengths of Heartland’s businesses, being:

1. an established financial technology business in New Zealand based on SME and consumer

lending with the potential to grow its start-up platforms in Australia

2. a leading provider of motor vehicle finance in New Zealand with potential to capture further

market share

3. the largest active provider of Reverse Mortgages in Australia

4. a New Zealand bank based on business, rural and household lending with the potential to

develop a low-cost model through digitalisation and increased scale through consolidation.


Current bank price-to-earnings ratio multiples are below many of those for finance companies and

fintechs, and Heartland recognises that its current share price may not appropriately reflect the


23

FY2020 total fully imputed dividends divided by share price as at 16 September 2020 of $1.19.

24

FY2019 total fully imputed dividends divided by share price as at 14 August 2019 of $1.62.

25

That is, the strike price under the DRP will be 98.0% of the volume weighted average sale price of Heartland

shares over the five trading days following the Record Date. For the full details of the DRP and the Strike Price

calculation, refer to Heartland Group Holdings Limited DRP offer document dated 10 December 2018.


15


underlying nature of its businesses. Consequently, the Board has asked management to explore this

and identify means of optimising value.


LOOKING FORWARD

In Digital, an increased emphasis on development of the Heartland Mobile App for the New Zealand

market will be the focus. This App will afford more interaction to meet customer needs and greater

distribution to new customers.

Across the New Zealand activities, Heartland expects continued growth in Motor and Business, as

well as Reverse Mortgages.

In Australia, growth in Reverse Mortgages is expected to continue (supported by further issuance

from its recently established long-term funding structure), alongside expansion in SME and

Consumer activities.

Heartland’s commitment to diversity and inclusion remains an integral part of its overall strategy.

FY2021 will see Heartland’s continued focus on further developing and embedding its Māori

initiatives, including growth in its Manawa Ako internship programme. Heartland’s Environmental,

Social and Governance (ESG) strategy will also continue, with a focus on reducing the environmental

impact of Heartland’s operations and providing products and services which support customers to

make behaviour changes consistent with a circular economy.

Alongside this, Heartland remains committed to supporting customers through any future COVID-19

related uncertainties.

Heartland currently expects its NPAT for the year ending 30 June 2021 to be in the range of $83

million to $85 million.

- Ends -

For further information, please contact the person(s) who authorised this announcement:

Jeff Greenslade Andrew Dixson

Chief Executive Officer Chief Financial Officer

M 027 382 0023 M 027 263 2666

Address:

Level 3, Heartland House

35 Teed Street

Newmarket, Auckland

New Zealand

For media enquiries, please contact:

Nicola Foley

Head of Communications

M 027 345 6809

---

2020 Annual Results

Important notice





FY2020
highlights

Financial performance

Strategic highlights








COVID-19 response







Financial
results

Growth in profitability
6.9

Growth in receivables









Key performance measures
Reported CTIUnderlying CTI

Reported Impairment Expense Ratio

Adjusted Impairment Expense Ratio

0%

1%

1%

2%

2%

0

20

40

60

80

100

Shareholder return





10.5%

AdjustedReported

Economic overlay and impairments






Divisional
summary

Australia







NZ Reverse Mortgages


Open for Business (O4B)


Business Intermediated



Motor Finance



Harmoney and other
personal lending




Livestock Finance


Relationship


Funding






Strategic
update

[
Core strategic objectives










Customers and culture
ā

Regulatory update





FY2021 outlook
ā

Appendices

Appendix –Financial position

Appendix –Financial performance

Appendix –Reconciliation of Reported with Adjusted Results

Appendix –Reconciliation of Reported with Underlying Results

Thank you

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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