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Westpac US Annual Report on Form 20-F

Annual Report4 November 2021WBCFinancials

4 November 2021
Market Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

Westpac Place

Level 18, 275 Kent Street

Sydney NSW 2000

T.(02) 9155 7713

F.(02) 8253 1215

westpac.com.au

Westpac Banking Corporation US Annual Report on Form 20-F

Westpac Banking Corporation (Westpac) has filed with the US Securities and Exchange

Commission an Annual Report on Form 20-F for the financial year ended 30 September 2021

which has been prepared specifically for distribution in the United States (2021 Form 20-F). This

filing has been prepared to meet US securities law requirements and is necessary to update

Westpac’s US debt issuance programs. As the 2021 Form 20-F has been prepared to meet US

requirements, its presentation differs in some limited respects from Westpac’s 2021 Annual

Report lodged with ASX Limited on 1 November 2021.

Yours sincerely

Tim Hartin

Company Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2021

Or


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or


SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-10167

WESTPAC BANKING CORPORATION

Australian Business Number 33 007 457 141

(Exact name of Registrant as specified in its charter)

New South Wales, Australia

(Jurisdiction of incorporation or organization)

275 Kent Street, Sydney, NSW 2000, Australia

(Address of principal executive offices)

Westpac Banking Corporation, New York branch,

575 Fifth Avenue, 39th Floor, New York, New York 10017-2422,

Attention: Branch Manager, telephone number: (212) 551-1800

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Ordinary sharesListed on the New York Stock Exchange, not for trading, but only in connection

with the registration of related American Depositary Shares, pursuant to the

requirements of the New York Stock Exchange.

American Depositary Shares, each representing the right to receive one

ordinary share

WBKNew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: 2.800% Notes due January 11, 2022, Floating Rate Notes due January 11, 2022, 2.500% Notes due June 28, 2022, Floating

Rate Notes due June 28, 2022, 2.750% Notes due January 11, 2023, Floating Rate Notes due January 11, 2023, 2.000% Notes due January 13, 2023, Floating Rate Notes due January 13, 2023, 3.650% Notes

due May 15, 2023, Floating Rate Notes due May 15, 2023, 3.300% Notes due February 26, 2024, Floating Rate Notes due February 26, 2024, 2.350% Notes due February 19, 2025, 2.850% Notes due May

13, 2026, 1.150% Notes due June 3, 2026, Floating Rate Notes due June 3, 2026, 2.700% Notes due August 19, 2026, 3.350% Notes due March 8, 2027, 3.400% Notes due January 25, 2028, 2.650% Notes

due January 16, 2030, 2.894% Subordinated Notes due February 4, 2030, 2.150% Notes due June 3, 2031, 4.322% Subordinated Notes due November 23, 2031, 4.110% Subordinated Notes due July 24,

2034, 2.668% Subordinated Notes due November 15, 2035, 4.421% Subordinated Notes due July 24, 2039, 2.963% Subordinated Notes due November 16, 2040 and 5.000% Fixed Rate Resetting Perpetual

Subordinated Contingent Convertible Securities

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary shares3,668,591,808 fully paid

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or

for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding

12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒No ☐ (not currently applicable to registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated

filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Emerging growth company ☐

147WESTPAC GROUP 2021 ANNUAL REPORT
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,

2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under

Section 404(b) of the Sarbannes-Oxley Act (15 U.S.C. 7262(b)) by the registered public account firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

“Item 17” ☐“Item 18” ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐No ☒

WESTPAC GROUP 2021 ANNUAL REPORT I
Table of contents

Form 20-F cross-reference indexii Section 4313

Financial statements1Shareholding information314

Income statements2Additional information330

Statements of comprehensive income3Glossary of abbreviations and defined terms335

Balance sheets4

Statements in changes in equity5

Cash flow statements7

Notes to the financial statements8

Statutory statements129

Exhibits index136

Section 1148

Strategic Review148

Corporate governance175

Directors’ report198

Remuneration report212

Information on Westpac235

Section 2243

Reding this report244

Review of Group’s operations246

Income statement review247

Balance sheet review256

Capital resources258

Divisional performance261

Consume268

Business269

Westpac Institutional Bank270

Westpac New Zealand272

Specialist Businesses274

Group Businesses276

Risk and risk management282

Risk management282

Risk factors290

Other Westpac business information304

Section 3 Financial statements311

In this Annual Report a reference to ‘Westpac’, ‘Group’, ‘Westpac Group’, ‘we’, ‘us’ and ‘our’ is to Westpac Banking Corporation ABN 33 007 457 141 and its

subsidiaries unless it clearly means just Westpac Banking Corporation.

For certain information about the basis of preparing the financial information in this Annual Report see ‘Reading this report’ in Section 2. In addition, this Annual

Report contains statements that constitute ‘forward-looking statements’ within the meaning of Section 21E of the US Securities Exchange Act of 1934. For an

explanation of forward-looking statements and the risks, uncertainties and assumptions to which they are subject, see ‘Reading this report’ in Section 2.

Information contained in or accessible through the websites mentioned in this Annual Report does not form part of this report unless we

specifically state that it is incorporated by reference and forms part of this report. All references in this report to websites are inactive textual

references and are for information only.

II WESTPAC GROUP 2021 ANNUAL REPORT
Form 20-F cross-reference index

20-F item number and description

Page

Part I

Item 1.Identity of directors, senior management and advisersNot applicable

Item 2.Offer statistics and expected timetableNot applicable

Item 3.Key information

Capitalisation and indebtednessNot applicable

Reasons for the offer and use of proceedsNot applicable

Risk factors290-303

Item 4.Information on Westpac

History and development of Westpac148, 235-42

Business overview148, 235-42

Organisational structure112, 148

Property, plants and equipment306

Item 4A.Unresolved staff commentsNot applicable

Item 5.Operating and financial review and prospects

Operating results246

Liquidity and capital resources258-59, 309

Research and development, patents and licences, etc.Not applicable

Trend information247-58, 261-75

Critical accounting estimates21-24, 35-45, 84-92, 97-106, 119

Item 6.Directors, senior management and employees

Directors and senior management199-205, 208

Compensation121-23, 212-33

Board practices177-201

Employees306

Share ownership121-23, 208-09, 314

Item 7.Major shareholders and related party transactions

Major shareholders314-22

Related party transactions122-23, 304

Interests of experts and counselNot applicable

Item 8.Financial information

Consolidated statements and other financial information1-146

Significant changes122, 235-41

Item 9.The offer and listing

Offer and listing details323

Plan of distributionNot applicable

Markets197, 315-20

Selling shareholdersNot applicable

DilutionNot applicable

Expenses of the issueNot applicable

WESTPAC GROUP 2021 ANNUAL REPORT III
Form 20-F cross-reference index

20-F item number and description

Page

Part I (continued)

Item 10.Additional information

Share capitalNot applicable

Memorandum and articles of association330-32

Material contracts306

Exchange controls325-26

Taxation326-28

Dividends and paying agentsNot applicable

Statements by expertsNot applicable

Documents on display333

Subsidiary informationNot applicable

Item 11.Quantitative and qualitative disclosures about market risk290-91

Item 12.Description of securities other than equity securities

Debt securitiesNot applicable

Warrants and rightsNot applicable

Other securitiesNot applicable

American depositary shares324

Part II

Item 13.Defaults, dividend arrearages and delinquenciesNot applicable

Item 14.Material modifications to the rights of security holders and use of proceedsNot applicable

Item 15.Controls and procedures130, 309

Item 16A.Audit committee financial expert194

Item 16B.Code of ethics187-89

Item 16C.Principal accountant fees and services121, 194-95

Item 16D.Exemptions from the Listing Standards for audit committeesNot applicable

Item 16E.Purchases of equity securities by Westpac and affiliated purchasers107-09, 308

Item 16F.Changes in Westpac’s certifying accountantNot applicable

Item 16G.Corporate governance175

Item 16H.Mine safety disclosureNot applicable

Item 16IDisclosure regarding foreign jurisdictions that prevent inspectionsNot applicable

Part III

Items 17. & 18.Financial statements1-146

Item 19.Exhibits

Consolidated income statements for the years ended 30 September 2021, 2020 and 20192

Consolidated balance sheets as at 30 September 2021 and 20204

Consolidated statements of comprehensive income for the years ended 30 September 2021, 2020 and 20193

Consolidated statements of cash flows for the years ended 30 September 2021, 2020 and 20197

Notes to the financial statements8

Management’s report on the internal control over financial reporting130

Report of independent registered public accounting firm131-35

IV WESTPAC GROUP 2021 ANNUAL REPORT
Form 20-F cross-reference index

Page

Item 1402: Distribution of assets, liabilities and stockholders’ equity; interest rates and interest differential

Average balance sheets26-28, 256

Analysis of net interest earnings23-24, 249-50

Interest rate and interest differential analysis23-24, 249-50

Item 1403: Investments in debt securities t II Investment portfolio

Weighted average yield of debt securities33

Calculation of weighted average yield; tax-exempt obligations33

Item 1404: Loan Portfolio

Maturity and interest rate profile of loan portfolio33-34

Item 1405: Allowances for Credit Losses

Credit ratios and material changes35-43

Allocation of the allowance for credit losses35-43

Item 1406: Deposits

Deposits by category46-47

Uninsured deposits47

Time deposits47

WESTPAC GROUP 2021 ANNUAL REPORT 1
Financial


statements

Income statementsIntangible assets, provisions, commitments and contingencies

Statements of comprehensive incomeNote 25Intangible assets

Balance sheetsNote 26Provisions, contingent liabilities, contingent assets and credit

commitments

Statements of changes in equity

Note 27Shareholders’ equity

Financial performanceNote 28Capital adequacy

Note 2Segment reportingNote 29Dividends

Note 3Net interest income

Note 4Non-interest incomeGroup structure

Note 5Operating expensesNote 30Investments in subsidiaries and associates

Note 6Impairment chargesNote 31Structured entities

Note 7Income tax

Note 8Earnings per shareOther

Note 9Average balance sheet and interest ratesNote 32Share-based payments

Note 33Superannuation commitments

Financial assets and financial liabilitiesNote 34Auditor’s remuneration

Note 10Trading securities and financial assets measured at fair value

through income statement (FVIS)

Note 35

Note 36

Note 37

Note 38

Related party disclosures

Notes to the cash flow statements

Assets and liabilities held for sale

Subsequent events

Note 11Investment securities

Note 12Loans

Note 13Provisions for expected credit losses

Note 14Other financial assets

Statutory statements

Directors’ declaration

Management’s report on internal control over financial reporting

Report of Independent Registered Public Accounting Firm

Note 15

Note 16

Note 17

Note 18

Note 19

Note 20

Note 21

Note 22

Note 23

Note 24

Life insurance assets and life insurance liabilities

Deposits and other borrowings

Other financial liabilities

Debt issues

Loan capital

Derivative financial instruments

Financial risk

Fair values of financial assets and financial liabilities

Offsetting financial assets and financial liabilities

Securitisation, covered bonds and other transferred assets

Cash flow statements

Capital and dividends

Note 1 Financial statements preparation

2 WESTPAC GROUP 2021 ANNUAL REPORT
Income statements

for the years ended 30 September

Westpac Banking Corporation

ConsolidatedParent Entity

$mNote20212020201920212020

Interest income:

Calculated using the effective interest rate method


3 22,132 26,596 32,518 21,648 26,025

Other


3 146 451 704 258 598

Total interest income22,27827,04733,22221,90626,623

Interest expense3(5,420)(10,351)(16,315)(7,870)(12,539)

Net interest income


16,858 16,696 16,907 14,036 14,084

Net fee income


4 1,482 1,592 1,655 1,224 1,359

Net wealth management and insurance income41,2117511,029--

Trading income4719895929661876

Other income49522491292,3081,597

Net operating income before operating expenses and impairment

(charges)/benefits


21,222 20,183 20,649 18,229 17,916

Operating expenses


5 (13,311) (12,739) (10,106) (11,915) (10,772)

Impairment (charges)/benefits


6 590 (3,178) (794) 447 (2,691)

Profit before income tax expense


8,501 4,266 9,749 6,761 4,453

Income tax expense


7 (3,038) (1,974) (2,959) (2,148) (1,795)

Net profit


5,463 2,292 6,790 4,613 2,658

Net profit attributable to non-controlling interests (NCI)


(5) (2) (6) - -

Net profit attributable to owners of Westpac Banking Corporation (WBC)


5,458 2,290 6,784 4,613 2,658

Earnings per share (cents)



Basic


8 149.4 63.7 196.5

Diluted


8 137.8 63.7 189.5

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

WESTPAC GROUP 2021 ANNUAL REPORT 3
Statements of comprehensive income

for the years ended 30 September

Westpac Banking Corporation

ConsolidatedParent Entity

$m20212020201920212020

Net profit


5,463 2,292 6,790 4,613 2,658

Other comprehensive income/(expense)



Items that may be reclassified subsequently to profit or loss



Gains/(losses) recognised in equity on:



Debt securities measured at fair value through other comprehensive income (FVOCI)


578 357 (46) 729 289

Cash flow hedging instruments


296 (95) (203) 177 (28)

Transferred to income statements:



Debt securities measured at FVOCI(195)(79)(29)(195)(79)

Cash flow hedging instruments


39 218 197 (13) 150

Foreign currency translation reserve


- 55 (10) - 55

Loss allowance on debt securities measured at FVOCI


2 2 - 2 2

Exchange differences on translation of foreign operations (net of associated hedges)51(168)182(1)(131)

Income tax on items taken to or transferred from equity:

Debt securities measured at FVOCI


(119) (81) 20 (162) (62)

Cash flow hedging instruments


(97) (36) 2 (49) (37)

Items that will not be reclassified subsequently to profit or loss



Gains/(losses) on equity instruments measured at FVOCI (net of tax)


48 (21) 11 (2) 1

Own credit adjustment on financial liabilities designated at fair value (net of tax)


(10) (39) (10) (10) (39)

Remeasurement of defined benefit obligation recognised in equity (net of tax)119(115)(276)108(110)

Other comprehensive income/(expense) (net of tax)


712 (2) (162) 584 11

Total comprehensive income


6,175 2,290 6,628 5,197 2,669

Attributable to:



Owners of WBC


6,171 2,291 6,620 5,197 2,669

NCI


4 (1) 8 - -

Total comprehensive income


6,175 2,290 6,628 5,197 2,669

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

4 WESTPAC GROUP 2021 ANNUAL REPORT
Balance sheets

as at 30 September

Westpac Banking Corporation

ConsolidatedParent Entity

$mNote2021202020212020

Assets



Cash and balances with central banks


36 71,353 30,129 62,754 25,436

Collateral paid


4,232 4,778 4,055 4,641

Trading securities and financial assets measured at fair value through income statement

(FVIS)


10 21,101 40,667 18,779 38,030

Derivative financial instruments


20 19,353 23,367 19,127 22,794

Investment securities1183,41791,53977,86385,826

Loans


12 709,784 693,059 618,413 607,824

Other financial assets


14 6,394 5,474 5,486 4,745

Current tax assets31-22-

Life insurance assets15-3,593--

Due from subsidiaries


- - 175,346 180,979

Investment in subsidiaries


- - 6,287 6,475

Investment in associates


58 61 34 57

Property and equipment


2,853 3,910 2,386 3,447

Deferred tax assets


7 2,437 3,064 2,093 2,497

Intangible assets


25 10,109 11,497 8,530 9,630

Other assets


567 808 499 421

Assets held for sale374,188-1,015-

Total assets


935,877 911,946 1,002,689 992,802

Liabilities



Collateral received


2,368 2,250 2,189 1,862

Deposits and other borrowings


16 626,955 591,131 550,187 521,613

Other financial liabilities


17 50,309 40,925 47,263 40,156

Derivative financial instruments


20 18,059 23,054 17,889 22,779

Debt issues


18 128,779 150,325 108,210 127,666

Current tax liabilities


71 70 15 13

Life insurance liabilities


15 - 1,396 - -

Due to subsidiaries


- - 178,816 186,263

Provisions


26 3,571 5,287 3,254 4,983

Deferred tax liabilities


7 90 126 - -

Other liabilities


3,679 5,359 2,990 3,770

Liabilities held for sale37837-10-

Total liabilities excluding loan capital


834,718 819,923 910,823 909,105

Loan capital


19 29,067 23,949 29,067 23,949

Total liabilities


863,785 843,872 939,890 933,054

Net assets


72,092 68,074 62,799 59,748

Shareholders’ equity



Share capital:



Ordinary share capital


27 41,601 40,509 41,601 40,509

Treasury shares and Restricted Share Plan (RSP) treasury shares


27 (606) (563) (664) (621)

Reserves


27 2,227 1,544 2,148 1,576

Retained profits


28,813 26,533 19,714 18,284

Total equity attributable to owners of WBC


72,035 68,023 62,799 59,748

NCI


27 57 51 - -

Total shareholders' equity and NCI


72,092 68,074 62,799 59,748

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

WESTPAC GROUP 2021 ANNUAL REPORT 5
Statements of changes in equity

for the years ended 30 September

Westpac Banking Corporation

Total equityTotal

attributableshareholders’

ConsolidatedShare capitalReservesRetainedto ownersNCIequity

$m (Note 27) (Note 27) profits of WBC (Note 27) and NCI

Balance as at 30 September 2018 35,561 1,077 27,883 64,521 52 64,573

Impact on adoption of new accounting standards-2(727)(725)-(725)

Restated opening balance35,5611,07927,15663,7965263,848

Net profit - - 6,784 6,784 6 6,790

Net other comprehensive income/(expense) - 122 (286) (164) 2 (162)

Total comprehensive income/(expense) - 122 6,498 6,620 8 6,628

Transactions in capacity as equity holders

Dividends on ordinary shares

1

- - (6,466) (6,466) - (6,466)

Dividend reinvestment plan 1,489 - - 1,489 - 1,489

Other equity movements

Share-based payment arrangements - 108 - 108 - 108

Purchase of shares (33) - - (33) - (33)

Net acquisition of treasury shares (62) - - (62) - (62)

Other - 2 - 2 (7) (5)

Total contributions and distributions 1,394 110 (6,466) (4,962) (7) (4,969)

Balance as at 30 September 2019 36,955 1,311 27,188 65,454 53 65,507

Net profit - - 2,290 2,290 2 2,292

Net other comprehensive income/(expense) - 155 (154) 1 (3) (2)

Total comprehensive income/(expense) - 155 2,136 2,291 (1) 2,290

Transactions in capacity as equity holders

Share issuances2,751--2,751-2,751

Dividends on ordinary shares

1

- - (2,791) (2,791) - (2,791)

Dividend reinvestment plan 273 - - 273 - 273

Other equity movements

Share-based payment arrangements - 78 - 78 - 78

Purchase of shares (29) - - (29) - (29)

Net acquisition of treasury shares (10) - - (10) - (10)

Other 6 - - 6 (1) 5

Total contributions and distributions 2,991 78 (2,791) 278 (1) 277

Balance as at 30 September 2020 39,946 1,544 26,533 68,023 51 68,074

Impact from a change in accounting policy

2

--(40)(40)-(40)

Restated opening balance39,9461,54426,49367,9835168,034

Net profit - - 5,458 5,458 5 5,463

Net other comprehensive income/(expense) - 604 109 713 (1) 712

Total comprehensive income/(expense) - 604 5,567 6,171 4 6,175

Transactions in capacity as equity holders

Dividends on ordinary shares

1

- - (3,247) (3,247) - (3,247)

Dividend reinvestment plan 401 - - 401 - 401

Dividend reinvestment plan underwrite719--719-719

Other equity movements

Share-based payment arrangements - 86 - 86 - 86

Purchase of shares (28) - - (28) - (28)

Net acquisition of treasury shares (43) - - (43) - (43)

Other - (7) - (7) 2 (5)

Total contributions and distributions 1,049 79 (3,247) (2,119) 2 (2,117)

Balance as at 30 September 2021 40,995 2,227 28,813 72,035 57 72,092

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

1.2021 consisted of 2021 interim dividend of 58 cents per share ($2,127 million) and 2020 final dividend of 31 cents per share ($1,120 million) (2020: 2019 final dividend of 80 cents per share

($2,791 million), 2019: 2019 interim dividend of 94 cents per share ($3,239 million) and 2018 final dividend of 94 cents per share ($3,227 million)), all fully franked at 30%.

2.Refer to Note 1 for further details.

6 WESTPAC GROUP 2021 ANNUAL REPORT
Statements of changes in equity

for the years ended 30 September

Westpac Banking Corporation

Total equity

attributable

Parent EntityShare capitalReservesRetainedto owners

$m (Note 27) (Note 27) profits of WBC

Balance as at 30 September 2019


36,933 1,338 18,567 56,838

Net profit


--2,6582,658

Net other comprehensive income/(expense)


-160(149)11

Total comprehensive income/(expense)


-1602,5092,669

Transactions in capacity as equity holders

Share issuances2,751--2,751

Dividends on ordinary shares

1


- - (2,792) (2,792)

Dividend reinvestment plan


273 - - 273

Other equity movements


Share-based payment arrangements


- 78 - 78

Purchase of shares


(29) - - (29)

Net acquisition of treasury shares


(46) - - (46)

Other6--6

Total contributions and distributions


2,955 78 (2,792) 241

Balance as at 30 September 2020


39,888 1,576 18,284 59,748

Impact from a change in accounting policy

2

--(34)(34)

Restated opening balance39,8881,57618,25059,714

Net profit


--4,6134,613

Net other comprehensive income/(expense)


-48698584

Total comprehensive income/(expense)


-4864,7115,197

Transactions in capacity as equity holders


Dividends on ordinary shares

1


- - (3,247) (3,247)

Dividend reinvestment plan


401 - - 401

Dividend reinvestment plan underwrite719--719

Other equity movements


Share-based payment arrangements


- 86 - 86

Purchase of shares


(28) - - (28)

Net acquisition of treasury shares


(43) - - (43)

Total contributions and distributions


1,049 86 (3,247) (2,112)

Balance as at 30 September 2021


40,937 2,148 19,714 62,799

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

1.2021 consisted of 2021 interim dividend of 58 cents per share ($2,127 million) and 2020 final dividend of 31 cents per share ($1,120 million) (2020: 2019 final dividend of 80 cents per share

($2,791 million)), all fully franked at 30%.

2.Refer to Note 1 for further details.

WESTPAC GROUP 2021 ANNUAL REPORT 7
Cash flow statements

for the years ended 30 September

Westpac Banking Corporation

ConsolidatedParent Entity

$m Note 2021 2020 2019 2021 2020

Cash flows from operating activities

Interest received 22,430 27,215 33,093 22,069 26,830

Interest paid (5,677) (11,466) (16,486) (8,054) (13,543)

Dividends received excluding life business 4 16 6 1,186 763

Other non-interest income received 3,340 2,894 3,865 3,313 2,330

Operating expenses paid (10,941) (8,598) (9,080) (10,022) (6,967)

Income tax paid excluding life business (2,639) (3,080) (3,406) (2,343) (2,732)

Life business:

Receipts from policyholders and customers 976 2,235 2,189 - -

Interest and other items of similar nature 22 21 6 - -

Dividends received 12 306 553 - -

Payments to policyholders and suppliers (1,168) (2,302) (2,250) - -

Income tax paid (49) (6) (94) - -

Cash flows from operating activities before changes in operating assets and liabilities 6,310 7,235 8,396 6,149 6,681

Net (increase)/decrease in:

Collateral paid305348(847)339329

Trading securities and financial assets measured at FVIS 19,316 (8,756) (7,629) 18,625 (8,266)

Derivative financial instruments (2,420) 1,851 7,605 (1,874) 2,103

Loans (15,098) 18,272 (4,188) (11,228) 21,273

Other financial assets (274) 273 336 258 283

Life insurance assets and life insurance liabilities (593) (277) (134) - -

Other assets 6 70 (13) (23) 50

Net increase/(decrease) in:

Collateral received 93 (1,096) 1,007 312 (1,072)

Deposits and other borrowings 33,737 28,910 1,113 28,696 20,859

Other financial liabilities 9,036 11,817 1,463 6,500 11,866

Other liabilities (8) 4 (5) (4) (7)

Net cash provided by/(used in) operating activities 36 50,410 58,651 7,104 47,750 54,099

Cash flows from investing activities

Proceeds from investment securities 34,066 33,080 19,768 32,006 29,807

Purchase of investment securities(28,840)(51,332)(29,527)(26,955)(47,311)

Net movement in amounts due to/from controlled entities - - - (1,852) (665)

Proceeds from disposal of controlled entities, net of cash disposed 36 1,272 - (1) - -

Net (increase)/decrease in investments in controlled entities - - - 125 (315)

Proceeds from disposal of associates 45 - 45 - -

Purchase of associates (8) (8) (25) (2) (6)

Proceeds from disposal of property and equipment62581573832

Purchase of property and equipment (234) (240) (280) (156) (165)

Purchase of intangible assets(740)(1,035)(906)(638)(955)

Net cash provided by/(used in) investing activities 5,623 (19,477) (10,769) 2,566 (19,578)

Cash flows from financing activities

Proceeds from debt issues (net of issue costs) 46,799 34,766 61,484 37,868 27,487

Redemption of debt issues (65,272) (65,160) (63,313) (54,425) (55,761)

Payments for the principal portion of lease liabilities(507)(543)-(455)(499)

Issue of loan capital (net of issue costs) 7,628 2,225 4,935 7,628 2,225

Redemption of loan capital (1,548) (262) (1,662) (1,548) (262)

Proceeds from issuances of shares-2,751--2,751

Proceeds from dividend reinvestment plan underwrite719--719-

Purchase of shares relating to share-based payment arrangements(28)(29)(33)(28)(29)

Purchase of RSP treasury shares (43) (46) (69) (43) (46)

Net sale/(purchase) of other treasury shares - 14 7 - -

Payment of dividends (2,846) (2,518) (4,977) (2,846) (2,519)

Dividends paid to NCI (2) (1) (5) - -

Net cash provided by/(used in) financing activities (15,100) (28,803) (3,633) (13,130) (26,653)

Net increase/(decrease) in cash and balances with central banks 40,933 10,371 (7,298) 37,186 7,868

Effect of exchange rate changes on cash and balances with central banks 298 (301) 569 132 (124)

Cash and balances with central banks included in assets held for sale(7)----

Cash and balances with central banks as at beginning of year 30,129 20,059 26,788 25,436 17,692

Cash and balances with central banks as at end of year 36 71,353 30,129 20,059 62,754 25,436

The above cash flow statements should be read in conjunction with the accompanying notes.

8 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 1. Financial statements preparation

This financial report of Westpac Banking Corporation (the Parent Entity), together with its controlled entities (the Group or Westpac), for the year ended 30

September 2021, was authorised for issue by the Board of Directors on 31 October 2021. The Directors have the power to amend and reissue the financial report.

The principal accounting policies are set out below and in the relevant notes to the financial statements. The accounting policy for the recognition and

derecognition of financial assets and financial liabilities precedes Note 10. These accounting policies provide details of the accounting treatments adopted for

complex balances and where accounting standards provide policy choices. These policies have been consistently applied to all the years presented, unless

otherwise stated.

a. Basis of preparation

(i) Basis of accounting

This financial report is a general purpose financial report prepared in accordance with:

●the requirements for an Authorised Deposit-taking Institution (ADI) under the Banking Act 1959 (as amended);

●Australian Accounting Standards (AAS) and Interpretations as issued by the Australian Accounting Standards Board (AASB); and

●the Corporations Act 2001.

Westpac Banking Corporation is a for-profit entity for the purposes of preparing this financial report.

The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and

Interpretations as issued by the IFRS Interpretations Committee (IFRIC). It also includes additional disclosures required for foreign registrants by the United States

Securities and Exchange Commission (US SEC).

In September 2020, the SEC amended these disclosure requirements which are effective for the Group’s 30 September 2022 year end unless early adopted. The

Group has early adopted these requirements for the 30 September 2021 year end. The key changes are the removal of some disclosures considered to be

superseded or duplicated by other SEC reporting requirements or relevant accounting standards as well as introducing some additional disclosure requirements.

The key additional disclosure requirements for the Group are more granular maturity (refer to Note 12) and write-off disclosures for loans (refer to Note 13) and

disclosure of uninsured deposits, i.e. those deposits which either do not have a form of government based deposit insurance scheme or are in excess of the

insurance scheme limit (refer to Note 16).

All amounts have been rounded in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, to the nearest million

dollars, unless otherwise stated.

(ii) Historical cost convention

The financial report has been prepared under the historical cost convention, as modified by applying fair value accounting to financial assets and financial liabilities

(including derivative instruments) measured at fair value through income statement (FVIS) or in other comprehensive income (OCI).

(iii) Changes in accounting policy

Software-as-a-Service (SaaS) arrangements

The Group previously capitalised costs incurred in configuring or customising Software-as-a-Service (SaaS) arrangements as intangible assets as the Group

considered that it would benefit from these implementation costs over the contract term of the SaaS arrangements. Following the IFRS Interpretations Committee

(IFRIC) agenda decision on Configuration or Customisation Costs in a Cloud Computing Arrangement which was published in April 2021, the Group has

reconsidered its accounting treatment and adopted the treatment set out in this IFRIC agenda decision. The revised accounting policy capitalises these costs as

intangible assets only if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the recognition criteria.

Costs that do not meet these criteria are expensed as incurred, unless they are paid to the suppliers of the SaaS arrangement to significantly customise the cloud-

based software for the Group, in which case they are recognised as a prepayment for services and amortised over the expected period of use of the SaaS

arrangement.

WESTPAC GROUP 2021 ANNUAL REPORT 9
Notes to the financial statements

Note 1. Financial statements preparation (continued)

The change in policy has been applied retrospectively, however as the impact on prior years was not material the amount relating to prior years has been adjusted

through opening retained earnings and comparatives have not been restated. The impact on the Group’s financial statements to reflect the write-off of previously

capitalised costs is shown in the table below. A positive number indicates an increase in the relevant balance, while a negative number indicates a reduction in the

relevant balance:

ConsolidatedParent Entity

Prior year impactPrior year impact

Impact foron openingImpact foron opening

$m 2021 balance sheet Total 2021 balance sheet Total

Balance sheets

Intangible assets - computer software


(5) (57) (62) (3) (48) (51)

Deferred tax assets


1 17 18 1 14 15

Opening retained earnings


- (40) (40) - (34) (34)

Income statements



Operating expenses


5 - 5 3 - 3

Tax expense


(1) - (1) (1) - (1)

Net profit after tax


(4) - (4) (2) - (2)

In addition, the Group reclassified $32 million from intangible assets – computer software to other assets – prepayments (Parent Entity $29 million).

(iv) Standards adopted during the year ended 30 September 2021

A revised Conceptual Framework (Framework) was adopted by the Group on 1 October 2020. The Framework includes new definitions and recognition criteria for

assets, liabilities, income and expenses and other relevant financial reporting concepts. These changes did not have a material impact on the Group.

AASB 2020-8 was early adopted, as permitted by the standard, by the Group for the financial year ended 30 September 2021. AASB 2020-8 makes amendments

to AASB 9 Financial Instruments (December 2014) (AASB 9), AASB 139 Financial Instruments: Recognition and Measurement (AASB 139), and AASB 7

Financial Instruments: Disclosures (AASB 7) resulting from Interest Rate Benchmark Reform (IBOR reform). Amendments are also made to AASB 4 Insurance

contracts and AASB 16 Leases. The amendments:

●allow the Group to account for a change in contractual cash flows of a financial instrument or lease liability that are a direct result of the IBOR reform to be

accounted for prospectively by updating the effective interest rate rather than recognising a modification gain or loss provided that the change is made on an

economically equivalent basis;

●allow the Group to continue hedge accounting and not trigger a de-designation when the following occurs specific to IBOR reform:

–changes to hedge documentation to update the hedged risk, item and instrument;

–changes to the method of assessing hedge ineffectiveness;

–once the hedge relationship has been converted from LIBOR to alternative reference rates (ARR) the cumulative change in fair value for ineffectiveness

testing could be reset to zero if this would improve the retrospective effectiveness test;

–this amendment can apply to macro cash flow and fair value hedges where subgroups can be formed within the portfolio of hedges where some are

under the existing LIBOR rate and others have already changed to the ARR;

●require additional disclosures including:

–quantitative information regarding all financial instruments linked to IBOR which have not been yet converted to ARR;

–changes to the entity’s risk management strategy arising from IBOR reform; and

–the management of the Group’s transition to ARR.

There was no impact on opening retained earnings due to the adoption of the standard. Comparative information is not required to be restated. Note 21 provides

further information regarding the Group’s exposure to the IBOR reform.

10 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 1. Financial statements preparation (continued)

(v) Business combinations

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

acquisition of the assets given, equity instruments issued or liabilities incurred or assumed. Acquisition-related costs are expensed as incurred (except for those

costs arising on the issue of equity instruments which are recognised directly in equity).

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

is measured as the excess of the acquisition cost, the amount of any non-controlling interest and the fair value of any previous Westpac equity interest in the

acquiree, over the fair value of the identifiable net assets acquired.

(vi) Foreign currency translation

Functional and presentational currency

The consolidated financial statements are presented in Australian dollars which is the Parent Entity’s functional and presentation currency. The functional currency

of offshore entities is usually the main currency of the economy it operates in.

Transactions and balances

Foreign currency transactions are translated into the functional currency of the relevant branch or subsidiary using the exchange rates prevailing at the dates of

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

of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in OCI for qualifying cash flow

hedges and qualifying net investment hedges.

Foreign operations

Assets and liabilities of foreign branches and subsidiaries that have a functional currency other than the Australian dollar are translated at exchange rates

prevailing on the balance date. Income and expenses are translated at average exchange rates prevailing during the year. Equity balances are translated at

historical exchange rates.

The resulting exchange differences are recognised in the foreign currency translation reserve and in OCI.

Where the group hedges the currency translation risk arising from net investments in foreign operations, the gains or losses on the hedging instruments are also

reflected in OCI to the extent the hedge is effective. When all or part of a foreign operation is disposed or borrowings that are part of the net investments are

repaid, a proportionate share of such exchange differences is recognised in the income statement as part of the gain or loss on disposal or repayment of

borrowing.

(vii) Comparative revisions

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

b. Critical accounting assumptions and estimates

Applying the Group’s accounting policies requires the use of judgement, assumptions and estimates which impact the financial information. The significant

assumptions and estimates used are discussed in the relevant notes below:

●Note 7 Income tax

●Note 13 Provisions for expected credit losses

●Note 15 Life insurance assets and life insurance liabilities

●Note 22 Fair values of financial assets and financial liabilities

●Note 25 Intangible assets

●Note 26 Provisions, contingent liabilities, contingent assets and credit commitments

●Note 33 Superannuation commitments

Intangible assets – computer software

Effective from 1 October 2020, the Group made a prospective change to computer software capitalisation by increasing the threshold for capitalisation for software

development costs from a total project spend of $1 million to a total project spend of $20 million. This does not have a material effect on the Group’s financial

statements. The change increased operating expenses and reduced profit before income tax in the year by $191 million.

WESTPAC GROUP 2021 ANNUAL REPORT 11
Notes to the financial statements

Note 1. Financial statements preparation (continued)

Impact of COVID-19

The COVID-19 pandemic and the measures put in place domestically and globally to control the spread of the virus continue to impact global economies and

financial markets. As a result, this remains a source of uncertainty and judgement is required in relation to our critical accounting assumptions and estimates,

primarily relating to:

●expected credit losses (ECL); and

●recoverable amount assessments of intangible assets.

As there is a higher than usual degree of uncertainty associated with these assumptions and estimates, the actual outcomes may differ significantly which may

impact accounting estimates included in these financial statements. The impact of COVID-19 is discussed further in each of the related notes.

c. Future developments in accounting standards

AASB 17 Insurance Contracts (AASB 17) was issued on 19 July 2017 and will be effective for the 30 September 2024 year end unless early adopted. This will

replace AASB 4 Insurance Contracts (AASB 4), AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. However, the Group’s

remaining insurance businesses are classified as held for sale with the sale transactions expected to complete prior to AASB 17 taking effect. As a result, we do

not anticipate the standard having any impact on the Group.

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

12 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

FINANCIAL PERFORMANCE

Note 2. Segment reporting

Accounting policy

Operating segments are presented on a basis consistent with information provided internally to Westpac’s key decision makers and reflect the management of

the business, rather than the legal structure of the Group.

Internally, Westpac uses ‘cash earnings’ in assessing the financial performance of its divisions. Management believes this allows the Group to:

●more effectively assess current year performance against prior years;

●compare performance across business divisions; and

●compare performance across peer companies.

Cash earnings is viewed as a measure of the level of profit that is generated by ongoing operations and is therefore typically considered in assessing

distributions, including dividends. Cash earnings is neither a measure of cash flow nor net profit determined on a cash accounting basis, as it includes both

cash and non-cash adjustments to statutory net profit.

To determine cash earnings, three categories of adjustments are made to statutory results:

●material items that key decision makers at the Westpac Group believe do not reflect ongoing operations;

●items that are not typically considered when dividends are recommended, mainly economic hedging impacts; and

●accounting reclassifications between individual line items that do not impact statutory results.

Internal charges and transfer pricing adjustments have been reflected in the performance of each operating segment. Inter-segment pricing is determined on an

arm’s length basis.

Reportable operating segments

We are one of Australia and New Zealand’s leading providers of financial services, operating under multiple brands, with a small presence in Europe, North

America and Asia. We operate through an extensive branch and ATM network, significant online capability, and call centres supported by specialist relationship

and product managers. Our operations comprise the following key divisions:

●Consumer provides banking products, including mortgages, credit cards, personal loans, and savings and deposit products;

●Business serves the banking needs of SME and Commercial customers (including Agribusiness) and provides banking and advisory services to high net

worth individuals through Private Wealth;

●Westpac Institutional Bank (WIB) provides a broad range of financial products and services to corporate, institutional and government customers;

●Westpac New Zealand provides banking, wealth and insurance products and services for consumer, business and institutional customers in New Zealand;

●Specialist Businesses comprises the operations that Westpac ultimately plans to exit with agreements in place for the sale of Westpac Life Insurance and

motor vehicle dealer finance and novated leasing businesses. These sales are expected to finalise in 2022, subject to regulatory approvals. Other operations

include investment products and services (including margin lending and equities broking), superannuation and retirement products as well as wealth

administration platforms. It also manages Westpac Pacific which provides a full range of banking services in Fiji and Papua New Guinea; and

●Group Businesses includes the results of unallocated support functions such as Treasury, Chief Operating Office and Core Support. It also includes Group-

wide elimination entries arising on consolidation, centrally raised provisions and other unallocated revenue and expenses.

On 17 March 2021, Westpac announced that it was bringing together the leadership of its Consumer and Business divisions into a new Consumer and Business

Banking division. No change has been made to segment reporting for 30 September 2021 as these changes are not yet reflected in internal reporting to Westpac’s

key decision makers.

WESTPAC GROUP 2021 ANNUAL REPORT 13
Notes to the financial statements

Note 2. Segment reporting (continued)

The following tables present the segment results on a cash earnings basis for the Group.

WestpacWestpac Net cash

InstitutionalNewSpecialistGroupearningsIncome

$m Consumer Business Bank Zealand Businesses Businesses Total adjustments statement

2021

Net interest income


8,405 4,065 9191,987 503835 16,714 144 16,858

Net fee income


393 452 555140 69(127) 1,482 - 1,482

Net wealth management and insurance income-21-1131,176(104)1,20651,211

Trading income78724555833197154719

Other income174921221258492131952

Net operating income before operating expenses

and impairment (charges)/benefits


8,893 4,614 2,0212,310 1,9931,207 21,038 184 21,222

Operating expenses

1


(4,622) (2,530) (2,574)(1,062) (1,477)(1,018) (13,283) (28) (13,311)

Impairment (charges)/benefits


125 484 (162)79 66(2) 590 - 590

Profit before income tax (expense)/benefit


4,396 2,568 (715)1,327 582187 8,345 156 8,501

Income tax (expense)/benefit


(1,315) (779) 45(377) (387)(175) (2,988) (50) (3,038)

Net profit attributable to NCI


- - -- (2)(3) (5) - (5)

Cash earnings


3,081 1,789 (670)950 1939 5,352 106 5,458

Net cash earnings adjustments


- - -(2) -108 106

Net profit attributable to

owners of WBC


3,081 1,789 (670)948 193117 5,458

Balance sheet

Loans

2

407,786134,01567,03388,40912,550(9)709,784

Deposits and other borrowings

2

235,569158,74197,77075,75611,00848,111626,955

2020

Net interest income


8,547 4,163 1,1111,832 534899 17,086 (390) 16,696

Net fee income


471 438 544123 89(73) 1,592 - 1,592

Net wealth management and insurance income-22-158624(45)759(8)751

Trading income9097637275720928(33)895

Other income123111(8)242261(12)249

Net operating income before operating expenses

and impairment (charges)/benefits


9,120 4,723 2,2932,151 1,2961,043 20,626 (443) 20,183

Operating expenses

1


(4,176) (2,298) (1,316)(998) (1,548)(2,364) (12,700) (39) (12,739)

Impairment (charges)/benefits


(1,015) (1,371) (404)(302) (255)169 (3,178) - (3,178)

Profit before income tax (expense)/benefit


3,929 1,054 573851 (507)(1,152) 4,748 (482) 4,266

Income tax (expense)/benefit


(1,183) (320) (241)(239) 3(158) (2,138) 164 (1,974)

Net profit attributable to NCI


- - -- (2)- (2) - (2)

Cash earnings


2,746 734 332612 (506)(1,310) 2,608 (318) 2,290

Net cash earnings adjustments


- - -7 (31)(294) (318)

Net profit attributable to

owners of WBC


2,746 734 332619 (537)(1,604) 2,290

Balance sheet

Loans389,793140,69866,19281,43414,942-693,059

Deposits and other borrowings219,259151,939102,85168,4739,26039,349591,131

1.Included in the Westpac Institutional Bank division in operating expenses is $1,192 million relating to impairment of assets (including goodwill and other intangible assets) for 2021 (2020: $Nil).

For Specialist Businesses division, impairment of assets (including goodwill and other intangible assets) is $141 million for 2021 (2020: $571 million). For other divisions, there is no impairment

of goodwill and impairment of other intangibles assets is not material.

2.Specialist Businesses excludes balances presented as held for sale (refer to Note 37 for further details).

14 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 2. Segment reporting (continued)

WestpacWestpac Net cash

InstitutionalNewSpecialistGroupearningsIncome

$m


Consumer Business Bank Zealand Businesses Businesses Total adjustments statement

2019

Net interest income


8,130 4,456 1,3371,860 555615 16,953 (46) 16,907

Net fee income


594 463 570163 44(179) 1,655 - 1,655

Net wealth management and insurance income


-16-1771,319(489)1,02361,029

Trading income


941096363754(23)90722929

Other income


76(11)46(5)7411712129

Net operating income before operating expenses

and impairment (charges)/benefits


8,825 5,050 2,5322,283 1,967(2) 20,655 (6) 20,649

Operating expenses


(3,794) (2,094) (1,220)(939) (847)(1,137) (10,031) (75) (10,106)

Impairment (charges)/ benefits


(582) (172) (31)10 (111)92 (794) - (794)

Profit before income tax (expense)/benefit


4,449 2,784 1,2811,354 1,009(1,047) 9,830 (81) 9,749

Income tax (expense)/benefit


(1,333) (838) (356)(369) (292)213 (2,975) 16 (2,959)

Net profit attributable to NCI- - -- (5)(1) (6) - (6)

Cash earnings


3,116 1,946 925985 712(835) 6,849 (65) 6,784

Net cash earnings adjustments


- - -(1) (45)(19) (65)

Net profit attributable to owners of WBC


3,116 1,946 925984 667(854) 6,784

Balance sheet

Loans399,279146,86773,57278,00517,216(169)714,770

Deposits and other borrowings207,578142,55899,00560,8019,27744,028563,247

Reconciliation of cash earnings to net profit attributable to owners of WBC

$m 2021 2020 2019

Cash earnings


5,352 2,608 6,849

Cash earnings adjustments



Fair value gain/(loss) on economic hedges


138 (362) (35)

Ineffective hedges


(32) 61 20

Adjustments related to Pendal


- (31) (45)

Treasury shares


- 14 (5)

Total cash earnings adjustments (post-tax)


106 (318) (65)

Net profit attributable to owners of WBC


5,458 2,290 6,784

Revenue from products and services

Details of revenue from external customers by product or service are disclosed in Notes 3 and 4. No single customer amounted to greater than 10% of the Group’s

revenue.

Geographic segments

Geographic segments are based on the location of the office where the following items were recognised.

202120202019

$m%$m%$m%

Revenue



Australia


22,788 85.5 26,135 85.6 31,113 84.2

New Zealand


3,509 13.2 3,439 11.3 4,520 12.2

Other overseas

1


345 1.3 960 3.1 1,331 3.6

Total


26,642 100.0 30,534 100.0 36,964 100.0

Non-current assets

2



Australia


11,825 91.2 14,270 92.6 12,280 93.7

New Zealand


1,082 8.3 1,015 6.6 761 5.8

Other overseas

1


55 0.5 122 0.8 67 0.5

Total


12,962 100.0 15,407 100.0 13,108 100.0

1.Other overseas included Pacific Islands, Asia, the Americas and Europe.

2.Non-current assets represent property and equipment and intangible assets.

WESTPAC GROUP 2021 ANNUAL REPORT 15
Notes to the financial statements

Note 3. Net interest income

Accounting policy

Interest income and interest expense for all interest earning financial assets and interest bearing financial liabilities at amortised cost or FVOCI, detailed within

the table below, are recognised using the effective interest rate method. Net income from treasury’s interest rate and liquidity management activities and the

cost of the Bank levy are included in net interest income.

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

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

instrument, over its expected life.

Interest income is calculated based on the gross carrying amount of financial assets in stages 1 and 2 of the Group’s ECL model and on the carrying amount

net of the provision for ECL for financial assets in stage 3.

ConsolidatedParent Entity

$m 2021 2020 2019 2021 2020

Interest income

1



Calculated using the effective interest rate method

Cash and balances with central banks


30 135 334 14 122

Collateral paid


16 75 201 15 74

Investment securities


1,200 1,521 1,919 1,120 1,385

Loans


20,756 24,848 30,029 17,971 21,488

Other financial assets


2 17 35 2 16

Due from subsidiaries


- - - 2,476 2,940

Assets held for sale128--50-

Total interest income calculated using the effective interest rate method22,13226,59632,51821,64826,025

Other

Net ineffectiveness on qualifying hedges(46)8728(42)77

Trading securities and financial assets measured at FVIS and loans192364676182343

Due from subsidiaries


- - - 118 178

Assets held for sale-----

Total other


146 451 704 258 598

Total interest income


22,278 27,047 33,222 21,906 26,623

Interest expense



Calculated using the effective interest rate method

Collateral received(4)(26)(57)(3)(23)

Deposits and other borrowings(1,801)(4,652)(7,967)(1,402)(3,782)

Debt issues(1,861)(2,907)(4,706)(1,655)(2,549)

Due to subsidiaries---(3,219)(3,601)

Loan capital(849)(800)(776)(849)(800)

Other financial liabilities(112)(98)(274)(110)(98)

Liabilities held for sale(11)--(9)-

Total interest expense calculated using the effective interest rate method(4,638)(8,483)(13,780)(7,247)(10,853)

Other



Deposits and other borrowings


(67) (402) (978) (48) (385)

Trading liabilities

2


(122) (787) (915) 297 (640)

Debt issues


(64) (107) (163) (58) (74)

Bank levy


(392) (408) (391) (392) (408)

Due to subsidiaries


- - - (296) (29)

Other interest expense


(136) (164) (88) (126) (150)

Liabilities held for sale(1)----

Total other


(782) (1,868) (2,535) (623) (1,686)

Total interest expense


(5,420) (10,351) (16,315) (7,870) (12,539)

Total net interest income


16,858 16,696 16,907 14,036 14,084

1.Interest income included items relating to compliance, regulation and remediation costs recognised as an addition in interest income of $106 million (2020: $170 million reduction, 2019: $372

million reduction) for the Group, and an addition of $149 million (2020: $164 million reduction) for the Parent Entity. Refer to Note 26 for further details.

2.Includes net impact of Treasury balance sheet management activities.

16 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 4. Non-interest income

Accounting policy

Non-interest income includes net fee income, net wealth management and insurance income, trading income and other income.

Net fee income

When another party is involved in providing goods or services to a Group customer, the Group assesses whether the nature of the arrangement with its

customer is as a principal provider or an agent of another party. Where the Group is acting as an agent for another party, the income earned by the Group is the

net consideration received (i.e. the gross amount received from the customer less amounts paid to a third party provider). As an agent, the net consideration

represents fee income for facilitating the transaction between the customer and the third party provider with primary responsibility for fulfilling the contract.

Fee income

Fee income is recognised when the performance obligation is satisfied by transferring the promised good or service to the customer. Fee income includes

facility fees, transaction fees and other non-risk fee income.

Facility fees include certain line fees, annual credit card fees and fees for providing customer bank accounts. They are recognised over the term of the

facility/period of service on a straight-line basis.

Transaction fees are earned for facilitating banking transactions such as FX fees, telegraphic transfers and issuing bank cheques. Fees for these one-off

transactions are recognised once the transaction has been completed. Transaction fees are also recognised for credit card transactions including interchange

fees net of scheme charges. These are recognised once the transaction has been completed, however, a component of interchange fees received is deferred

as unearned income as the Group has a future service obligation to customers under the Group’s credit card reward programs.

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

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

interest income (for example, loan origination fees).

Fee expenses

Fee expenses include incremental external costs that vary directly with the provision of goods or services to customers. An incremental cost is one that would

not have been incurred if a specific good or service had not been provided to a specific customer. Fee expenses which form an integral part of the effective

interest rate of a financial instrument are recognised using the effective interest method and recorded in net interest income. Fee expenses include the costs

associated with credit card loyalty programs which are recognised as an expense when the services are provided on the redemption of points as well as

merchant transaction costs.

Net wealth management and insurance income

Net wealth management income

Wealth management fees earned for the ongoing management of customer funds and investments are recognised when the performance obligation is satisfied

which is over the period of management.

Insurance premium income

Insurance premium income includes premiums earned for life insurance, life investment, loan mortgage insurance and general insurance products:

●life insurance premiums with a regular due date are recognised as revenue on an accrual basis;

●life investment premiums include a management fee component which is recognised as income over the period the service is provided. The deposit

components of life insurance and investment contracts are not revenue and are treated as movements in life insurance liabilities;

●general insurance premium comprises amounts charged to policyholders, excluding taxes, and is recognised based on the likely pattern in which the

insured risk is likely to emerge. The portion not yet earned based on the pattern assessment is recognised as unearned premium liability.

WESTPAC GROUP 2021 ANNUAL REPORT 17
Notes to the financial statements

Note 4. Non-interest income (continued)

Accounting policy (continued)

Insurance claims expense

●life and general insurance contract claims are recognised as an expense when the liability is established;

●claims incurred in respect of life investment contracts represent withdrawals and are recognised as a reduction in life insurance liabilities.

Changes in life insurance liabilities

Changes in life insurance liabilities includes the change in the value of life insurance contract liabilities calculated using the margin on services methodology

(MoS), specified in the Prudential Standard LPS 340 Valuation of Policy Liabilities (for discussion on MoS and critical accounting assumptions and estimates,

refer to Note 15).

Regulation, competition, interest rates, taxes, securities market conditions and general economic conditions also affect the estimation of life insurance liabilities.

Trading income

●realised and unrealised gains or losses from changes in the fair value of trading assets, liabilities and derivatives are recognised in the period in which they

arise (except day one profits or losses which are deferred, refer to Note 22);

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

Other income - dividend income

●dividends on quoted shares are recognised on the ex-dividend date;

●dividends on unquoted shares are recognised when the Company’s right to receive payment is established.

18 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 4. Non-interest income

1

(continued)

ConsolidatedParent Entity

$m 2021 2020 2019 2021 2020

Net fee income



Facility fees


717 731 730 671 672

Transaction fees


993 1,021 1,225 851 891

Other non-risk fee income


- 48 (76) (123) (52)

Fee income


1,710 1,800 1,879 1,399 1,511

Credit card loyalty programs


(101) (102) (121) (71) (71)

Transaction fee related expenses


(127) (106) (103) (104) (81)

Fee expenses


(228) (208) (224) (175) (152)

Net fee income


1,482 1,592 1,655 1,224 1,359

Net wealth management and insurance income


Net wealth management income


657 631 276 - -

Life insurance premium income


1,077 1,297 1,443 - -

General insurance and lenders mortgage insurance (LMI) net premium earned


387 499 482 - -

Life insurance investment and other income

2


59 64 409 - -

General insurance and LMI investment and other income


76 42 52 - -

Total insurance premium, investment and other income


1,599 1,902 2,386 - -

Life insurance claims and changes in life insurance liabilities

3


(767) (1,284) (1,266) - -

General insurance and LMI claims and other expenses


(278) (498) (367) - -

Total insurance claims, changes in life insurance liabilities and other expenses


(1,045) (1,782) (1,633) - -

Net wealth management and insurance income


1,211 751 1,029 - -

Trading income


719 895 929 661 876

Other income



Dividends received from subsidiaries


- - - 1,184 762

Transactions with subsidiaries


- - - 973 579

Dividends received from other entities


4 1 6 2 1

Net gain/(loss) on sale/derecognition of associates


43 316 38 (11) 305

Net gain/(loss) on disposal of assets


7 11 61 - 9

Net gain/(loss) on hedging of overseas operations


(8) - - (150) (8)

Net gain/(loss) on derivatives held for risk management purposes

4


4 4 (11) 4 4

Net gain/(loss) on financial assets measured at fair value


655 (78) (39) 118 (35)

Net gain/(loss) on disposal of controlled entities and other businesses


188 - 3 - -

Rental income on operating leases


41 54 72 21 33

Share of associates’ net profit/(loss)


(6) (23) (23) (2) -

Other


24 (36) 22 169 (53)

Total other income9522491292,3081,597

Total non-interest income4,3643,4873,7424,1933,832

Deferred income in relation to the credit card loyalty programs for the Group was $362 million as at 30 September 2021 (2020: $361 million, 2019: $322 million)

and $35 million for the Parent Entity (2020: $30 million). This will be recognised as fee income as the credit card reward points are redeemed.

There were no other material contract assets or contract liabilities for the Group or the Parent Entity.

1.Non-interest income included items relating to compliance, regulation and remediation costs recognised as a reduction in non-risk fee income, net wealth management income and other

income of $320 million (2020: $225 million, 2019: $860 million) for the Group, and $278 million (2020: $190 million) for the Parent Entity. Refer to Note 26 for further details.

2.Includes policyholder tax recoveries.

3.Life insurance claims and changes in life insurance liabilities are nil for the Group (2020: $260 million; 2019: nil) recognised as a result of the liability adequacy test on life insurance contracts

(refer to Note 15). 2020 balance also includes a $97 million write-off of deferred acquisition costs for the Group (2019: nil) as a result of Westpac Life Insurance Limited (WLIS) ceasing to

provide group life insurance products to BT Super.

4.Income from derivatives held for risk management purposes reflects the impact of economic hedges of earnings.

WESTPAC GROUP 2021 ANNUAL REPORT 19
Notes to the financial statements

Note 5. Operating expenses

1

ConsolidatedParent Entity

$m 2021 2020 2019 2021 2020

Staff expenses



Employee remuneration, entitlements and on-costs


5,369 4,428 4,320 4,666 3,744

Superannuation expense

2


475 413 378 409 351

Share-based payments


97 80 108 94 76

Restructuring costs


93 94 232 92 76

Total staff expenses


6,034 5,015 5,038 5,261 4,247

Occupancy expenses



Lease expense


164 148 658 138 123

Depreciation and impairment of property and equipment

3


955 708 222 845 614

Other


107 160 143 95 145

Total occupancy expenses


1,226 1,016 1,023 1,078 882

Technology expenses



Amortisation and impairment of software assets

3


1,240 970 719 1,171 896

Depreciation and impairment of IT equipment

3


260 272 129 228 244

Technology services


820 698 810 764 569

Software maintenance and licences


531 398 371 463 343

Telecommunications


181 216 207 157 190

Data processing


96 89 83 96 88

Total technology expenses


3,128 2,643 2,319 2,879 2,330

Other expenses



Professional and processing services


1,410 1,374 1,060 1,236 1,184

Amortisation and impairment of intangible assets and deferred expenditure

3


599 523 9 512 116

Postage and stationery


156 164 179 130 130

Advertising


220 217 245 172 172

Non-lending losses


234 1,443 58 174 1,428

Impairment of investments in subsidiaries


- - - 19 272

Other


304 344 175 454 11

Total other expenses


2,923 4,065 1,726 2,697 3,313

Total operating expenses


13,311 12,739 10,106 11,915 10,772

1.Operating expenses included estimated costs associated with AUSTRAC proceedings of nil (2020: $1,478 million, 2019: nil) which included a provision for penalty of nil (2020: $1,300 million,

2019: nil) for the Group and the Parent Entity. They also included compliance, regulation and remediation costs of $359 million (2020: $317 million, 2019: $196 million) for the Group and $306

million (2020: $310 million) for the Parent Entity. Refer to Note 26 for further details.

2.Superannuation expense includes both defined contribution and defined benefit expense. Further details of the Group’s defined benefit plans are in Note 33.

3.Impairment expenses included:

●$275 million (2020: $5 million, 2019: nil) for property and equipment for the Group, and $248 million (2020: $4 million) for the Parent Entity;

●$485 million (2020: $171 million, 2019: $25 million) for computer software for the Group, and $475 million (2020: $165 million) for the Parent Entity;

●$45 million (2020: $23 million, 2019: nil) for IT equipment for the Group, and $41 million (2020: $23 million) for the Parent Entity.

●$571 million (2020: $518 million, 2019: nil) for goodwill and other intangible assets for the Group, and $487 million (2020: $116 million) for the Parent Entity.

20 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 6. Impairment charges

Accounting policy

Impairment charges are based on an expected loss model which measures the difference between the current carrying amount and the present value of

expected future cash flows taking into account past experience, current conditions and multiple probability-weighted macroeconomic scenarios for reasonably

supportable future economic conditions. Further details of the calculation of ECL and the critical accounting assumptions and estimates relating to impairment

charges are included in Note 13.

Impairment charges are recognised in the income statement, with a corresponding amount recognised as follows:

● Loans, debt securities at amortised cost and due from subsidiaries balances: as a reduction of the carrying value of the financial asset through an offsetting

provision account (refer to Note 13);

● Debt securities at FVOCI: in reserves in OCI with no reduction of the carrying value of the debt security (refer to Note 27); and

● Credit commitments: as a provision (refer to Note 26).

Uncollectable loans

A loan may become uncollectable in full or part if, after following the Group’s loan recovery procedures, the Group remains unable to collect that loan’s

contractual repayments. Uncollectable amounts are written off against their related provision for ECL, after all possible repayments have been received.

Where loans are secured, amounts are generally written off after receiving the proceeds from the security, or in certain circumstances, where the net realisable

value of the security has been determined and this indicates that there is no reasonable expectation of full recovery, write-off may be earlier. Unsecured

consumer loans are generally written off after 180 days past due.

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

income statement.

The following table details impairment charges.

Consolidated Parent Entity

$m 2021 2020 2019 20212020

Provisions raised/(released)



Performing


(915) 1,437 (209) (785)1,147

Non-performing


567 1,934 1,175 5631,717

Recoveries


(242) (193) (172) (225)(173)

Impairment charges


(590) 3,178 794 (447)2,691

of which relates to:


Loans and credit commitments(567)3,158794(449)2,689

Debt securities at amortised cost(25)18---

Debt securities at FVOCI


2 2 - 22

Impairment charges/(benefit)


(590)3,178794(447)2,691

Further details are discussed in Note 13.

WESTPAC GROUP 2021 ANNUAL REPORT 21
Notes to the financial statements

Note 7. Income tax

Accounting policy

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

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

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

to tax payable for previous years.

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

purposes.

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

be realised or the liabilities settled.

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

right and intention to settle on a net basis.

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

Deferred tax is not recognised for the following temporary differences:

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

loss;

●the initial recognition of goodwill in a business combination; and

●retained earnings in subsidiaries which the Parent Entity does not intend to distribute for the foreseeable future.

The Parent Entity is the head entity of a tax consolidated group with its wholly owned Australian subsidiaries. All entities in the tax consolidated group have

entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liabilities in the case of a default by the Parent Entity.

Current and deferred tax are recognised using a ‘group allocation basis’. As head entity, the Parent Entity recognises all current tax balances and deferred tax

assets arising from unused tax losses and relevant tax credits for the tax-consolidated group. The Parent Entity fully compensates/is compensated by the other

members for these balances.

Critical accounting assumptions and estimates

The Group operates in multiple tax jurisdictions and significant judgement is required in determining the worldwide current tax liability. There are many

transactions with uncertain tax outcomes and provisions are determined based on the expected outcomes.

22 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 7. Income tax (continued)

Income tax expense

The following table reconciles income tax expense to the profit before income tax expense.

ConsolidatedParent Entity

$m 2021 2020 2019 2021 2020

Profit before income tax expense


8,501 4,266 9,749 6,761 4,453

Tax at the Australian company tax rate of 30%


2,550 1,280 2,925 2,028 1,336

The effect of amounts which are not deductible/(assessable) in calculating taxable income



Hybrid capital distributions


59 56 72 59 56

Life insurance:



Tax adjustment on policyholder earnings


3 (17) 8 - -

Adjustment for life business tax rates


- 1 (1) - -

Dividend adjustments


- - (1) (355) (228)

Other non-assessable items


(6) (3) (14) (5) (3)

Other non-deductible items


252 585 12 204 468

Adjustment for overseas tax rates


(16) 16 (32) 9 32

Income tax (over)/under provided in prior years


3 1 (10) (2) 1

Other items


193 55 - 210 133

Total income tax expense


3,038 1,974 2,959 2,148 1,795

Income tax expense comprises:



Current income tax


2,741 2,954 3,370 2,017 2,417

Movement in deferred tax


294 (981) (401) 133 (623)

Income tax (over)/under provision in prior years


3 1 (10) (2) 1

Total income tax expense


3,038 1,974 2,959 2,148 1,795

Total Australia


2,610 1,697 2,526 2,090 1,753

Total Overseas


428 277 433 58 42

Total income tax expense

1


3,038 1,974 2,959 2,148 1,795

The effective tax rate was 35.74% in 2021 (2020: 46.27%, 2019: 30.35%).

1.As the Bank levy is not a levy on income, it is not included in income tax. It is included in Note 3.

WESTPAC GROUP 2021 ANNUAL REPORT 23
Notes to the financial statements

Note 7. Income tax (continued)

Deferred tax assets

The balance comprises temporary differences attributable to:

ConsolidatedParent Entity

$m2021202020212020

Amounts recognised in the income statements and opening retained profits



Provisions for ECL on loans and credit commitments


1,481 1,788 1,269 1,507

Provision for long service leave, annual leave and other employee benefits386335365308

Financial instruments


- - - -

Property and equipment347223316198

Other provisions424606388570

Lease liabilities

1


743 899 665 825

All other liabilities

1


331 419 300 304

Total amounts recognised in the income statements and opening retained profits


3,712 4,270 3,303 3,712

Amounts recognised directly in OCI



Investment securities----

Cash flow hedges-25--

Defined benefit


103 155 101 149

Total amounts recognised directly in OCI


103 180 101 149

Gross deferred tax assets


3,815 4,450 3,404 3,861

Set-off of deferred tax assets and deferred tax liabilities


(1,378) (1,386) (1,311) (1,364)

Net deferred tax assets


2,437 3,064 2,093 2,497

Movements



Balance as at beginning of year


3,064 2,048 2,497 1,925

Impact on adoption of new accounting standards

1

(17)948(14)872

Restated opening balance3,0472,9962,4832,797

Recognised in the income statements


(529) 758 (395) 507

Recognised in OCI


(77) 13 (48) 9

Balances reclassified to assets held for sale(8)---

Balances disposed of on sale of businesses(4)---

Set-off of deferred tax assets and deferred tax liabilities


8 (703) 53 (816)

Balance as at end of year


2,437 3,064 2,093 2,497

1.The adoption of AASB 16 on 1 October 2019 resulted in an increase in deferred tax assets of $948 million for the Group and $872 million for the Parent Entity. A corresponding increase was

also recognised in deferred tax liabilities (refer to the following table), which resulted in a net nil impact on retained profits.

24 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 7. Income tax (continued)

Deferred tax liabilities

The balance comprises temporary differences attributable to:

ConsolidatedParent Entity

$m 2021202020212020

Amounts recognised in the income statements and opening retained profits



Finance lease transactions


296 253 290 232

Property and equipment

1


610 933 541 864

Life insurance assets


- 43 - -

All other assets


267 223 211 208

Total amounts recognised in the income statements and opening retained profits


1,173 1,452 1,042 1,304

Amounts recognised directly in OCI



Investment securities2145121151

Cash flow hedges819589

Total amounts recognised directly in OCI2956026960

Gross deferred tax liabilities


1,468 1,512 1,311 1,364

Set-off of deferred tax assets and deferred tax liabilities


(1,378) (1,386) (1,311) (1,364)

Net deferred tax liabilities


90 126 - -

Movements


Balance as at beginning of year


126 44 - -

Impact on adoption of new accounting standards

1


- 948 - 872

Restated opening balance126992-872

Recognised in the income statements(235)(223)(262)(116)

Recognised in OCI2356020960

Balances reclassified to liabilities held for sale(44)---

Balances disposed of on sale of businesses----

Set-off of deferred tax assets and deferred tax liabilities


8 (703) 53 (816)

Balance as at end of year


90 126 - -

1.The adoption of AASB 16 on 1 October 2019 resulted in an increase in deferred tax liabilities of $948 million for the Group and $872 million for the Parent Entity, which was recognised as an

opening adjustment in retained profits. A corresponding increase was also recognised in deferred tax assets (refer to the previous table), which resulted in a net nil impact on retained profits.

Unrecognised deferred tax balances

The following potential deferred tax balances have not been recognised. The tax effect of the gross balances would be based on the corporate tax rates applicable

in the relevant jurisdictions, which range between 16.5% and 30%.

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Unrecognised deferred tax asset



Tax losses on revenue account


470 335 454 264

Unrecognised deferred tax liability



Gross retained earnings of subsidiaries which the Parent Entity does not intend to distribute in the foreseeable future


55 55 - -

WESTPAC GROUP 2021 ANNUAL REPORT 25
Notes to the financial statements

Note 8. Earnings per share

Accounting policy

Basic earnings per share (EPS) is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares on issue

during the year, adjusted for treasury shares. Diluted EPS is calculated by adjusting the basic EPS by assuming all dilutive potential ordinary shares are

converted. Refer to Notes 19 and 32 for further information on the potential dilutive instruments.

202120202019

$m Basic Diluted Basic Diluted Basic Diluted

Net profit attributable to owners of WBC ($m)


5,458 5,458 2,290 2,290 6,784 6,784

Adjustment for RSP dividends ($m)

1


(2) - (2) (2) (6) (6)

Adjustment for potential dilution:



Distributions to convertible loan capital holders ($m)

2


- 218 - - - 290

Adjusted net profit attributable to owners of WBC ($m)


5,456 5,676 2,288 2,288 6,778 7,068

Weighted average number of ordinary shares (millions)



Weighted average number of ordinary shares on issue


3,657 3,657 3,595 3,595 3,456 3,456

Treasury shares (including RSP share rights)

1


(4) (4) (5) (5) (6) (6)

Adjustment for potential dilution:



Share-based payments


- 4 - 1 - 1

Convertible loan capital

2


- 461 - - - 278

Adjusted weighted average number of ordinary shares


3,653 4,118 3,590 3,591 3,450 3,729

Earnings per ordinary share (cents)


149.4 137.8 63.7 63.7 196.5 189.5

1.RSP is explained in Note 32. Some shares under the RSP have not vested and are not outstanding ordinary shares but do receive dividends. These RSP dividends are deducted to show the

profit attributable to ordinary shareholders. Shares under the RSP were dilutive in 2021 (2020: antidilutive, 2019: antidilutive).

2.The Group has issued convertible loan capital which may convert into ordinary shares in the future (refer to Note 19 for further details). These convertible loan capital instruments are

potentially dilutive instruments, and diluted EPS is therefore calculated as if the instruments had been converted at the beginning of the year or, if later, the instruments’ issue dates. In 2021, all

convertible loan capital instruments were dilutive (2020: antidilutive, 2019: dilutive).

26 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 9. Average balance sheet and interest rates

The daily average balances of the Group’s interest earning assets and interest bearing liabilities are shown below along with their interest income or expense.

202120202019

AverageInterestAverageAverageInterestAverageAverageInterestAverage

balanceincomeratebalanceincomeratebalanceincomerate

Consolidated$m$m%$m$m%$m$m%

Assets



Interest earning assets



Collateral paid:



Australia


10,748 7 0.1 13,555 56 0.4 8,428 152 1.8

New Zealand


372 - - 373 3 0.8 364 7 1.9

Other overseas


1,108 9 0.8 1,804 16 0.9 2,031 42 2.1

Trading securities and financial assets measured at

FVIS:

Australia


16,659 116 0.7 20,300 217 1.1 20,691 468 2.3

New Zealand


3,881 28 0.7 4,728 47 1.0 3,862 85 2.2

Other overseas


3,251 48 1.5 4,601 95 2.1 4,521 109 2.4

Investment securities:



Australia81,6651,1041.471,4021,3471.956,8751,6913.0

New Zealand4,492741.63,921962.43,8501303.4

Other overseas


1,552 22 1.4 2,858 78 2.7 3,062 98 3.2

Loans and other receivables

1:



Australia


585,416 17,859 3.1 585,643 21,315 3.6 589,427 25,931 4.4

New Zealand


91,732 2,747 3.0 85,184 3,237 3.8 79,255 3,650 4.6

Other overseas


14,437136 0.9 27,349540 2.0 26,558859 3.2

Assets held for sale:

Australia1,583281.8------

New Zealand---------

Other overseas


2,560100 3.9 -- - -- -

Total interest earning assets and interest income


819,456 22,278 2.7 821,718 27,047 3.3 798,924 33,222 4.2

Non-interest earning assets



Derivative financial instruments


20,305 31,334 25,959

Life insurance assets


226 4,614 9,610

Assets held for sale4,590--

All other assets

2


61,478 62,414 60,231

Total non-interest earning assets


86,599 98,362 95,800

Total assets


906,055 920,080 894,724

1.Loans and other receivables are net of Stage 3 provision for ECL, where interest income is determined based on their carrying value. Stages 1 and 2 provisions for ECL are not included in the

average interest earning assets balance, as interest income is determined based on the gross value of loans and other receivables.

2.Includes property and equipment, intangible assets, deferred tax assets, non-interest earning loans relating to mortgage offset accounts and all other non-interest earning assets.

WESTPAC GROUP 2021 ANNUAL REPORT 27
Notes to the financial statements

Note 9. Average balance sheet and interest rates (continued)

202120202019

AverageInterestAverageAverageInterestAverageAverageInterestAverage

balanceexpenseratebalanceexpenseratebalanceexpenserate

Consolidated$m$m%$m$m%$m$m%


Liabilities



Interest bearing liabilities



Collateral received:



Australia


1,914 2 0.1 2,586 11 0.4 2,039 41 2.0

New Zealand


307 - - 596 3 0.5 390 8 2.1

Other overseas


3,965 2 0.1 4,399 12 0.31,188 8 0.7

Repurchase agreements

1

Australia32,600540.216,120730.511,2661721.5

New Zealand98620.238010.326851.9

Other overseas------2015.0

Deposits and other borrowings:



Australia


457,675 1,400 0.3 435,877 3,745 0.9 425,799 7,023 1.6

New Zealand


60,066 418 0.7 57,096 882 1.554,720 1,235 2.3

Other overseas


13,610 50 0.4 25,660 427 1.7 26,270 687 2.6

Loan capital:



Australia


24,573 754 3.1 19,554 663 3.4 15,080 632 4.2

New Zealand


1,653 85 5.1 1,833 94 5.1 1,777 91 5.1

Other overseas


368 10 2.7 1,324 43 3.2 1,324 53 4.0

Other interest bearing liabilities

1,2

:



Australia


121,338 2,234 1.8 160,830 3,776 2.3177,470 5,765 3.2

New Zealand


15,836 368 2.3 18,130 557 3.1 15,397 570 3.7

Other overseas


110 29 26.4 1,256 64 5.1 1,274 24 1.9

Liabilities held for sale:

Australia---------

New Zealand---------

Other overseas


1,335 12 0.9 - - - - - -

Total interest bearing liabilities and interest expense


736,336 5,420 0.7 745,641 10,351 1.4 734,282 16,315 2.2

Non-interest bearing liabilities



Deposits and other borrowings:



Australia


49,592 45,231 42,455

New Zealand


12,426 8,760 5,996

Other overseas


7 901 819

Derivative financial instruments


20,612 33,249 26,568

Life insurance liabilities


253 2,999 7,653

Liabilities held for sale2,728--

All other liabilities

3


13,202 15,233 13,187

Total non-interest bearing liabilities


98,820 106,373 96,678

Total liabilities


835,156 852,014 830,960

Shareholders’ equity


70,849 68,014 63,714

NCI


50 52 50

Total equity


70,899 68,066 63,764

Total liabilities and equity


906,055 920,080 894,724


Net interest income may vary from year to year due to changes in the volume of, and interest rates associated with, interest earning assets and interest bearing

liabilities. The following table allocates the change in net interest income between changes in volume and interest rate for those assets and liabilities.

1.Repurchase agreements, previously included in Other interest bearing liabilities, have been separately disclosed. Comparatives have been restated.

2.Includes net impact of Treasury balance sheet management activities and the Bank levy.

3.Includes other financial liabilities, provisions, current and deferred tax liabilities and all other non-interest bearing liabilities.

28 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 9. Average balance sheet and interest rates (continued)

Calculation of variances

●Volume changes are determined based on the movements in average asset and liability balances; and

●interest rate changes are determined based on the change in interest rate associated with those assets and liabilities. Variances that arise due to a

combination of volume and interest rate changes are allocated to interest rate changes.

20212020

ConsolidatedChange due toChange due to

$m Volume Rate Total Volume RateTotal

Interest earning assets

Collateral paid:

Australia (11)(38)(49) 93(189)(96)

New Zealand -(3)(3) -(4)(4)

Other overseas (6)(1)(7) (5)(21)(26)

Trading securities and financial assets measured at FVIS:

Australia (34)(67)(101) (9)(242)(251)

New Zealand (9)(10)(19) 19(57)(38)

Other overseas (28)(19)(47) 2(16)(14)

Investment securities:

Australia202(445)(243)433(777)(344)

New Zealand14(36)(22)2(36)(34)

Other overseas (20)(36)(56) (7)(13)(20)

Loans and other receivables:

Australia (469)(2,987)(3,456) (167)(4,449)(4,616)

New Zealand 151(641)(490) 274(687)(413)

Other overseas (241)(163)(404) 26(345)(319)

Assets held for sale:

Australia141428---

Other overseas6238100---

Total change in interest income (375)(4,394)(4,769) 661(6,836)(6,175)

Interest bearing liabilities

Collateral received:

Australia (3)(6)(9) 11(41)(30)

New Zealand (1)(2)(3) 4(9)(5)

Other overseas (1)(9)(10) 22(18)4

Repurchase agreements

1

Australia87(106)(19)83(182)(99)

New Zealand2(1)12(6)(4)

Other overseas---(1)-(1)

Deposits and other borrowings:

Australia 270(2,615)(2,345) 167(3,445)(3,278)

New Zealand 45(509)(464) 54(407)(353)

Other overseas (179)(198)(377) (16)(244)(260)

Loan capital:

Australia 176(85)91 188(157)31

New Zealand (9)-(9) 3-3

Other overseas (31)(2)(33) -(10)(10)

Other interest bearing liabilities:

Australia (716)(826)(1,542) (455)(1,534)(1,989)

New Zealand (28)(161)(189) 103(116)(13)

Other overseas (20)(15)(35) -4040

Liabilities held for sale:

Other overseas21012---

Total change in interest expense (406)(4,525)(4,931) 165(6,129)(5,964)

Change in net interest income:

Australia (112)1153 356(298)58

New Zealand 147(17)130 129(246)(117)

Other overseas (4)3329 11(163)(152)

Total change in net interest income 31131162 496(707)(211)

1.Repurchase agreements, previously included in Other interest bearing liabilities, have been separately disclosed. Comparatives have been restated.

WESTPAC GROUP 2021 ANNUAL REPORT 29
Notes to the financial statements

FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Accounting policy

Recognition

Purchases and sales by regular way of financial assets, except for loans and receivables, are recognised on trade-date, the date on which the Group commits

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

Financial liabilities are recognised when an obligation arises.

Derecognition

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

receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full under a ‘pass through’ arrangement and transferred

substantially all the risks and rewards of ownership.

There may be situations where the Group has partially transferred the risks and rewards of ownership but has neither transferred nor retained substantially all

the risks and rewards of ownership. In such situations, where the Group retains control of the transferred asset, it will continue to be recognised in the balance

sheet to the extent of the Group’s continuing involvement in the asset.

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

same lender on substantially different terms, or the terms of an existing liability are substantially modified, the exchange or modification is treated as a

derecognition of the original liability and the recognition of a new liability, with the difference in the respective carrying amounts recognised in the income

statement.

The terms are deemed to be substantially different if the discounted present value of the cash flows under the new terms (discounted using the original effective

interest rate) is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. Qualitative factors such as a

change in the currency the instrument is denominated in, a change in the interest rate from fixed to floating and conversion features are also considered.

Classification and measurement

Financial assets are grouped into the following classes: cash and balances with central banks, collateral paid, trading securities and financial assets measured

at FVIS, derivative financial instruments, investment securities, loans, other financial assets and life insurance assets.

Financial assets

Financial assets are classified based on a) the business model within which the assets are managed, and b) whether the contractual cash flows of the

instrument represent solely payment of principal and interest (SPPI).

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 and expectations of sales in future periods.

When assessing whether contractual cash flows are SPPI, interest is defined as consideration primarily for the time value of money and the credit risk of the

principal outstanding. The time value of money is defined as the element of interest that provides consideration only for the passage of time and not

consideration for other risks or costs associated with holding the financial asset. Terms that could change the contractual cash flows so that they may not meet

the SPPI criteria include contingent and leverage features, non-recourse arrangements, and features that could modify the time value of money.

Debt instruments

If the debt instruments have contractual cash flows which represent SPPI on the principal balance outstanding they are classified at:

●amortised cost if they are held within a business model whose objective is achieved through holding the financial asset to collect these cash flows; or

●FVOCI if they are held within a business model whose objective is achieved both through collecting these cash flows or selling the financial asset; or

●FVIS if they are held within a business model whose objective is achieved through selling the financial asset.

Debt instruments are measured at FVIS where the contractual cash flows do not represent SPPI on the principal balance outstanding or where it is designated

at FVIS to eliminate or reduce an accounting mismatch.

30 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)

Accounting policy (continued)

Debt instruments at amortised cost are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

They are presented net of provision for ECL determined using the ECL model. Refer to Notes 6 and 13 for further details.

Debt instruments at FVOCI are measured at fair value with unrealised gains and losses recognised in OCI except for interest income, impairment charges and

FX gains and losses, which are recognised in the income statement. Impairment on debt instruments at FVOCI is determined using the ECL model and is

recognised in the income statement with a corresponding amount in OCI. There is no reduction of the carrying value of the debt security which remains at fair

value.

The cumulative gain or loss recognised in OCI is subsequently recognised in the income statement when the instrument is derecognised.

Debt instruments at FVIS are measured at fair value with subsequent changes in fair value recognised in the income statement.

Equity securities

Equity securities are measured at FVOCI where they:

● are not held for trading; and

● an irrevocable election is made by the Group.

Otherwise, they are measured at FVIS.

Equity securities at FVOCI are measured at fair value with unrealised gains and losses recognised in OCI, except for dividend income which is recognised in

the income statement. The cumulative gain or loss recognised in OCI is not subsequently recognised in the income statement when the instrument is disposed.

Equity securities at FVIS are measured at fair value with subsequent changes in fair value recognised in the income statement.

Financial liabilities

Financial liabilities are grouped into the following classes: collateral received, deposits and other borrowings, other financial liabilities, derivative financial

instruments, debt issues and loan capital.

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

Financial assets and financial liabilities measured at FVIS are recognised initially at fair value. All other financial assets and financial liabilities are recognised

initially at fair value plus or minus directly attributable transaction costs, respectively.

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 Group’s policies for determining the fair value of financial assets and financial liabilities are set out in Note 22.

WESTPAC GROUP 2021 ANNUAL REPORT 31
Notes to the financial statements

Note 10. Trading securities and financial assets measured at FVIS

Accounting policy

Trading securities

Trading securities include actively traded debt (government and other) and equity instruments and those acquired for sale in the near term.

As part of its trading activities, the Group also lends and borrows securities on a collateralised basis. Securities lent remain on the Group’s balance sheet and

securities borrowed are not reflected on the Group’s balance sheet, as the risks and rewards of ownership remain with the initial holder. Where cash is provided

as collateral, the amount advanced to or received from third parties is recognised as a receivable in collateral paid or as a borrowing in collateral received

respectively.

Reverse repurchase agreements

Securities purchased under these agreements are not recognised in the balance sheet, as Westpac has not obtained the risks and rewards of ownership. The

cash consideration paid is recognised as a reverse repurchase agreement, which forms part of a trading portfolio that is measured at fair value.

Other financial assets measured at FVIS

Other financial assets measured at FVIS include:

●non-trading securities managed on a fair value basis;

●non-trading debt securities that do not have contractual cash flows that represent SPPI on the principal balance outstanding; or

●non-trading equity securities for which we have not made irrevocable designation to be measured at FVOCI.

Gains and losses on these financial assets are recognised in the income statement. Interest earned from debt securities is recognised in interest income (Note

3) while dividends on equity securities are recognised in non-interest income (Note 4).

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Trading securities


15,019 17,77613,01815,519

Reverse repurchase agreements


2,937 20,4012,76320,401

Other financial assets measured at FVIS


3,145 2,4902,9982,110

Total trading securities and financial assets measured at FVIS


21,101 40,66718,77938,030

Trading securities include the following:

Government and semi-government securities


11,432 14,667 9,535 12,542

Other debt securities


3,064 3,044 2,960 2,913

Equity securities


3 4 3 3

Other


520 61 520 61

Total trading securities


15,019 17,776 13,018 15,519

Other financial assets measured at FVIS include:

Other debt securities


3,038 2,045 2,975 1,703

Equity securities


107 445 23 407

Total other financial assets measured at FVIS


3,145 2,490 2,998 2,110

32 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 11. Investment securities

Accounting policy

Investment securities include debt securities (government and other) and equity securities. It includes debt and equity securities that are measured at FVOCI

and debt securities measured at amortised cost. These instruments are classified based on the criteria disclosed under the heading “Financial assets and

financial liabilities” prior to Note 10.

Debt securities measured at FVOCI

Includes debt instruments that have contractual cash flows which represent SPPI on the principal balance outstanding and they are held within a business

model whose objective is achieved both through collecting these cash flows or selling the financial asset.

These securities are measured at fair value with gains and losses recognised in OCI except for interest income, impairment charges, FX gains and losses and

fair value hedge adjustments which are recognised in the income statement.

Impairment is measured using the same ECL model applied to financial assets measured at amortised cost. Impairment is recognised in the income statement

with a corresponding amount in OCI with no reduction of the carrying value of the debt security which remains at fair value. Refer to Note 13 for further details.

The cumulative gain or loss recognised in OCI is subsequently recognised in the income statement when the instrument is disposed.

Debt securities measured at amortised cost

Include debt instruments that have contractual cash flows which represent SPPI on the principal balance outstanding and are held within a business model

whose objective is achieved through holding the financial asset to collect these cash flows.

These securities are initially recognised at fair value plus directly attributable transaction costs. They are subsequently measured at amortised cost using the

effective interest rate method and are presented net of any provision for ECL.

Equity securities

Equity securities are measured at FVOCI where they are not held for trading, the Group does not have control or significant influence over the investee and

where an irrevocable election is made to measure them at FVOCI.

These securities are measured at fair value with unrealised gains and losses recognised in OCI except for dividend income which is recognised in the income

statement. The cumulative gain or loss recognised in OCI is not subsequently recognised in the income statement when the instrument is disposed.

Consolidated Parent Entity

$m2021 2020 2021 2020

Investment securities



Investments securities measured at FVOCI



Government and semi-government debt securities


66,421 73,486 63,057 69,929

Other debt securities


15,784 16,916 14,682 15,826

Equity securities


277 153 75 68

Total investment securities measured at FVOCI

1


82,482 90,555 77,814 85,823

Investment securities measured at amortised cost



Government and semi-government debt securities


900 881 48 -

Other debt securities


38 130 2 3

Total investment securities measured at amortised cost


938 1,011 50 3

Provision for ECL on debt securities at amortised cost


(3) (27) (1) -

Total net investment securities measured at amortised cost


935 984 49 3

Total investment securities


83,417 91,539 77,863 85,826

1.Impairment is recognised in the income statement with a corresponding amount in OCI (refer to Note 27). There is no reduction of the carrying value of the debt securities which remains at fair

value.

WESTPAC GROUP 2021 ANNUAL REPORT 33
Notes to the financial statements

Note 11. Investment securities (continued)

The following table shows the maturities and the weighted average yield of the Group’s outstanding investment securities as at 30 September 2021. There are no

tax-exempt securities.

Over 1Over 5

Up toyear to 5years toOverNo specificWeighted

1 yearyears10 years10 yearsmaturityTotalaverage

2021 $m % $m % $m % $m % $m % $m %

Carrying Amount



Government and semi-government

securities


5,476 2.829,1501.131,0091.51,6831.3--67,3181.4

Other debt securities


2,354 1.313,4661.021.9----15,8221.0

Equity securities


- -------277-277-

Total by maturity


7,830 42,61631,0111,68327783,417

The maturity profile is determined based upon contractual terms for investment securities.

Note 12. Loans

Accounting policy

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

Loans are subsequently measured at amortised cost using the effective interest rate method where they have contractual cash flows which represent SPPI on

the principal balance outstanding and they are held within a business model whose objective is achieved through holding the loans to collect these cash flows.

They are presented net of any provision for ECL.

Loans are subsequently measured at FVIS where they do not have cash flows which represent SPPI, are held within a business model whose objective is

achieved by selling the financial asset, or are designated at FVIS to eliminate or reduce an accounting mismatch.

Refer to Note 22 for balances which are measured at fair value and amortised cost.

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

they do not meet the criteria to be offset. Interest earned on these products is presented on a net basis in the income statement as this reflects how the

customer is charged.

The loan portfolio is disaggregated by location of booking office and product type, as follows.

ConsolidatedParent Entity

$m2021202020212020

Australia

Housing455,604440,933455,599440,926

Personal14,73717,08114,69416,938

Business148,453147,584145,950144,354

Total Australia618,794605,598616,243602,218

New Zealand

Housing58,08151,126--

Personal1,1751,360--

Business29,99129,864384354

Total New Zealand89,24782,350384354

Total other overseas6,33210,7135,6889,945

Total loans714,373698,661622,315612,517

Provision for ECL on loans (refer to Note 13)(4,589)(5,602)(3,902)(4,693)

Total net loans

1

709,784693,059618,413607,824

1.Total net loans included securitised loans of $4,829 million (2020: $7,367 million) for the Group and $129,270 million (2020: $132,506 million) for the Parent Entity. The level of securitised

loans excludes loans where Westpac is the holder of related debt securities.

34 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 12. Loans (continued)

The following table shows the Group’s contractual maturity distribution of all loans as at 30 September 2021.

Over 1 Over 5

ConsolidatedUp toyear toyears toOver

$m1 year5 years15 years15 yearsTotal

Australia

Housing7,3142,08318,238427,969455,604

Personal6,3127,1111,314-14,737

Business49,36787,7746,8674,445148,453

Total Australia62,99396,96826,419432,414618,794

New Zealand

Housing2326304,79752,42258,081

Personal93522812-1,175

Business19,38210,58226129,991

Total New Zealand20,54911,4404,83552,42389,247

Total other overseas2,2153,715402-6,332

Total loans85,757112,12331,656484,837714,373

The following table shows the Group’s interest rate segmentation of loans maturing after one year as at 30 September 2021.

Loans atLoans at

variablefixed

Consolidatedinterestinterest

$mratesrates Total

Interest rate segmentation of loans maturing after one year

Australia

Housing275,772172,518448,290

Personal2,7775,6488,425

Business88,67010,41699,086

Total Australia367,219188,582555,801

New Zealand

Housing6,82651,02357,849

Personal2373240

Business7599,85010,609

Total New Zealand7,82260,87668,698

Total other overseas3,8602574,117

Total loans maturing after one year378,901249,715628,616

WESTPAC GROUP 2021 ANNUAL REPORT 35
Notes to the financial statements

Note 13. Provisions for expected credit losses

Accounting policy

Note 6 provides details of impairment charges.

Impairment applies to all financial assets at amortised cost, lease receivables, debt securities measured at FVOCI, due from subsidiaries and credit

commitments.

The ECL is recognised as follows:

●Loans (including lease receivables), debt securities at amortised cost and due from subsidiaries: as a reduction of the carrying value of the financial asset

through an offsetting provision account (refer to Notes 11 and 12);

●Debt securities at FVOCI: in reserves in OCI with no reduction of the carrying value of the debt security itself (refer to Notes 11 and 27); and

●Credit commitments: as a provision (refer to Note 26).

Measurement

The Group calculates the provision for ECL based on a three stage approach. The provision for ECL is a probability-weighted estimate of the cash shortfalls

expected to result from defaults over the relevant time frame. They are determined by evaluating a range of possible outcomes and taking into account the time

value of money, past events, current conditions and forecasts of future economic conditions.

The models use three main components to determine the ECL (as well as the time value of money) including:

●Probability of default (PD): the probability that a counter-party will default;

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

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

Model stages

The three stages are as follows:

Stage 1: 12 months ECL – performing

For financial assets where there has been no significant increase in credit risk since origination, a provision for 12 months ECL is recognised.

Stage 2: Lifetime ECL – performing

For financial assets where there has been a significant increase in credit risk since origination but where the asset is still performing, a provision for lifetime ECL

is recognised. The indicators of a significant increase in credit risk are described on the following page.

Stage 3: Lifetime ECL – non-performing

For financial assets that are non-performing, a provision for lifetime ECL is recognised. Indicators include a breach of contract with the Group such as a default

on interest or principal payments, a borrower experiencing significant financial difficulties or observable economic conditions that correlate to defaults on an

individual basis.

Financial assets in Stage 3 are those that are in default. A default occurs when Westpac considers that the customer is unable to repay its credit obligations in

full, irrespective of recourse by the Group to actions such as realising security, or the customer is more than 90 days past due on any material credit obligation.

This definition is aligned to the Australian Prudential Regulation Authority (APRA) regulatory definition of default.

Collective and individual assessment

Financial assets that are in Stages 1 and 2 are assessed on a collective basis. This means that they are grouped in pools of similar assets with similar credit risk

characteristics including the type of product and the customer risk grade. Financial assets in Stage 3 are assessed on an individual basis and calculated

collectively for those below a specified threshold.

Expected life

In considering the lifetime time frame for ECL in Stages 2 and 3, the standard generally requires use of the remaining contractual life adjusted, where

appropriate, for prepayments, extension and other options. For certain revolving credit facilities which include both a drawn and undrawn component (e.g. credit

cards and revolving lines of credit), the Group’s contractual ability to demand repayment and cancel the undrawn commitment does not limit the exposure to

credit losses to the contractual notice period. For these facilities, lifetime is based on historical behaviour.

36 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

Accounting policy (continued)

Movement between stages

Financial assets may move in both directions through the stages of the impairment model. Financial assets previously in Stage 2 may move back to Stage 1 if it

is no longer considered that there has been a significant increase in credit risk. Similarly, financial assets in Stage 3 may move back to Stage 1 or Stage 2 if they

are no longer assessed to be non-performing.

Critical accounting assumptions and estimates

Key judgements include when a significant increase in credit risk has occurred, the estimation of forward- looking macroeconomic information and overlays.

Other factors which can impact the provision include the borrower’s financial situation, the realisable value of collateral, the Group’s position relative to other

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

Significant increase in credit risk (SICR)

Determining when a financial asset has experienced a SICR since origination is a critical accounting judgement. In the current period the Group has revised the

methodology to determine a significant increase in risk from one which was primarily based on changes in internal customer risk grades since origination of the

facility and based on a sliding scale to one which is directly driven by the change in the probability of default (PD) since origination. In determining whether a

change in PD represents a significant increase in risk, relative changes in PD and absolute PD thresholds are both considered based on the portfolio of the

exposure. This change did not have a material impact to the Group.

The Group does not rebut the presumption that instruments that are 30 days past due have experienced a SICR but this is used as a backstop rather than the

primary indicator.

The deferral of payments by customers in hardship arrangements is generally treated as an indication of a SICR. In the prior year COVID-19 support packages

for mortgages and business loans was not, in isolation, treated as an indication of SICR. The Group classified these deferral packages into different categories of

risk which were assessed for an increased likelihood of a risk of default to determine whether a SICR has occurred. In the current year, deferral packages for

mortgages and business loans are based on the specific circumstances of the customers and as such, the deferral packages could be an indication of SICR.

Forward-looking macroeconomic information

The measurement of ECL for each stage and the assessment of significant increase in credit risk consider information about past events and current conditions

as well as reasonable and supportable projections of future events and economic conditions. The estimation of forward-looking information is a critical

accounting judgement. The Group considers three future macroeconomic scenarios including a base case scenario along with upside and downside scenarios.

The macroeconomic variables used in these scenarios, based on current economic forecasts, include (but are not limited to) employment to population rates,

real gross domestic product growth rates and residential and commercial property price indices.

● Base case scenario

This scenario utilises the internal Westpac economics forecast used for strategic decision making and forecasting.

● Upside scenario

This scenario represents a modest improvement on the base case scenario.

● Downside scenario

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

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

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

The macroeconomic scenarios are weighted based on the Group’s best estimate of the relative likelihood of each scenario. The weighting applied to each of the

three macroeconomic scenarios takes into account historical frequency, current trends, and forward-looking conditions.

The macroeconomic variables and probability weightings of the three macroeconomic scenarios are subject to the approval of the Group Chief Financial Officer

and Group Chief Risk Officer with oversight from the Board of Directors (and its Committees).

Overlays

Where appropriate, adjustments will be made to modelled outcomes to reflect reasonable and supportable information not already incorporated in the models.

Judgements can change with time as new information becomes available which could result in changes to the provision for ECL.

WESTPAC GROUP 2021 ANNUAL REPORT 37
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

Loans and credit commitments

The reconciliation of the provision for ECL tables for loans and credit commitments has been determined by an aggregation of monthly movements over the year.

The key line items in the reconciliation represent the following:

●The “Transfers between stages” lines represent transfers between Stage 1, Stage 2 and Stage 3 prior to remeasurement of the provision for ECL.

●The “Business activity during the year” line represents new accounts originated during the year net of those that were de-recognised due to final repayments

during the year.

●The “Net remeasurement of provision for ECL” line represents the impact on the provision for ECL due to changes in credit quality during the year (including

transfers between stages), changes due to forward-looking economic scenarios, overlays and partial repayments and additional draw downs on existing

facilities over the year.

●”Write-offs” represent a reduction in the provision for ECL as a result of de-recognition of exposures where there is no reasonable expectation of full recovery.

2021 2020

Non-Non-

PerformingperformingPerformingperforming

$mStage 1Stage 2Stage 3TotalStage 1Stage 2Stage 3Total

Consolidated

Provision for ECL on loans



Housing


154 735 607 1,496 185 742 977 1,904

Personal


124 314 173 611 180 362 232 774

Business


495 822 1,172 2,489 537 1,433 954 2,924

Total provision for ECL on loans


773 1,871 1,952 4,596 902 2,537 2,163 5,602

Provisions for ECL on credit commitments



Housing


6 6 - 12 7 5 - 12

Personal


29 41 1 71 36 46 - 82

Business


128 173 19 320 139 287 10 436

Total provision for ECL on credit commitments


163 220 20 403 182 338 10 530

Total provisions for ECL on loans and credit commitments


936 2,091 1,972 4,999 1,084 2,875 2,173 6,132

Presented as provision for ECL on:

Loans (Note 12)766 1,871 1,952 4,5899022,5372,1635,602

Loans included in assets held for sale (Note 37)7--7----

Credit commitments (Note 26)1612202040118233810530

Credit commitments included in liabilities held for sale (Note

37)2--2----

Total provisions for ECL on loans and credit commitments9362,0911,9724,9991,0842,8752,1736,132

Of which:



Individually assessed provisions


- - 832 832 - - 611 611

Collectively assessed provisions


936 2,091 1,140 4,167 1,084 2,875 1,562 5,521

Total provisions for ECL on loans and credit commitments


936 2,091 1,972 4,999 1,084 2,875 2,173 6,132

Gross loans and credit commitments


828,770 76,946 9,770 915,486 812,450 71,841 11,311 895,602

Coverage ratio on loans (%)0.122.7020.560.640.144.0219.500.80

Coverage ratio on loans and credit commitments (%)


0.11 2.72 20.18 0.55 0.13 4.00 19.21 0.68

38 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

2021 2020

Non-Non-

PerformingperformingPerformingperforming

$mStage 1Stage 2Stage 3TotalStage 1Stage 2Stage 3Total

Parent Entity

Provision for ECL on loans



Housing


114 669 552 1,335 145 630 904 1,679

Personal


111 270 151 532 162 297 193 652

Business


409 607 1,026 2,042 445 1,154 763 2,362

Total provision for ECL on loans


634 1,546 1,729 3,909 752 2,081 1,860 4,693

Provision for ECL on credit commitments



Housing


4 5 - 9 4 5 - 9

Personal


23 34 - 57 28 35 - 63

Business


119 150 19 288 129 269 9 407

Total provision for ECL on credit commitments


146 189 19 354 161 309 9 479

Total provisions for ECL on loans and credit commitments


780 1,735 1,748 4,263 913 2,390 1,869 5,172

Presented as provision for ECL on:

Loans (Note 12)6271,5461,7293,9027522,0811,8604,693

Loans included in assets held for sale (Note 37)7--7----

Credit commitments (Note 26)144189193521613099479

Credit commitments included in liabilities held for sale (Note

37)2--2----

Total provisions for ECL on loans and credit commitments7801,7351,7484,2639132,3901,8695,172

Of which:



Individually assessed provisions


- - 724 724 - - 520 520

Collectively assessed provisions


780 1,735 1,024 3,539 913 2,390 1,349 4,652

Total provisions for ECL on loans and credit commitments


780 1,735 1,748 4,263 913 2,390 1,869 5,172

Gross loans and credit commitments


720,659 68,179 8,980 797,818 712,381 61,822 10,293 784,496

Coverage ratio on loans (%)0.112.5019.810.630.143.8418.390.77

Coverage ratio on loans and credit commitments (%)


0.11 2.54 19.47 0.53 0.13 3.87 18.16 0.66

WESTPAC GROUP 2021 ANNUAL REPORT 39
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

The following tables reconcile the provisions for ECL on loans and credit commitments for the Group and Parent Entity.

Movement in provision for ECL on loans and credit commitments

ConsolidatedParent Entity

Non-Non-

Performingperforming Performingperforming

$m Stage 1 Stage 2 Stage 3 TotalStage 1Stage 2 Stage 3 Total

Balance as at 30 September 2019


884 1,674 1,3553,9137471,4201,2113,378

Transfers to Stage 1


1,578(1,528)(50)-1,150(1,125)(25)-

Transfers to Stage 2


(345)1,161(816)-(266)930(664)-

Transfers to Stage 3


(7)(955)962-(6)(773)779-

Business activity during the year21260(77)19518864(45)207

Net remeasurement of provision for ECL


(1,233)2,4741,9153,156(897)1,8801,6722,655

Write-offs


--(1,170)(1,170)--(1,105)(1,105)

Exchange rate and other adjustments


(5)(11)5438(3)(6)4637

Balance as at 30 September 2020


1,0842,8752,1736,1329132,3901,8695,172

Transfers to Stage 1


1,246(1,128)(118)-1,058(960)(98)-

Transfers to Stage 2


(200)1,290(1,090)-(173)1,094(921)-

Transfers to Stage 3


(8)(507)515-(7)(449)456-

Business activity during the year


122(223)(343)(444)110(199)(298)(387)

Net remeasurement of provision for ECL


(1,284)(200)1,603119(1,121)(140)1,424163

Write-offs


--(836)(836)--(739)(739)

Exchange rate and other adjustments


(24)(16)6828-(1)5554

Balance as at 30 September 2021


9362,0911,9724,9997801,7351,7484,263

The provisions for ECL on loans and credit commitments can be further disaggregated into the following classes:

Consolidated Parent Entity

Non-Non-

Performingperforming Performingperforming

$mStage 1Stage 2Stage 3TotalStage 1Stage 2Stage 3Total

Housing

Balance as at 30 September 2019


163 354 5911,1081413355571,033

Transfers to Stage 1


566(542)(24)-376(365)(11)-

Transfers to Stage 2


(68)472(404)-(44)391(347)-

Transfers to Stage 3-(276)276--(233)233-

Business activity during the year25(53)(142)(170)19(45)(128)(154)

Net remeasurement of provision for ECL


(492)7987721,078(343)552686895

Write-offs


--(120)(120)--(111)(111)

Exchange rate and other adjustments


(2)(6)2820--2525

Balance as at 30 September 2020


1927479771,9161496359041,688

Transfers to Stage 1283(265)(18)-246(237)(9)-

Transfers to Stage 2(36)677(641)-(32)624(592)-

Transfers to Stage 3-(120)120--(115)115-

Business activity during the year42(49)(180)(187)39(43)(165)(169)

Net remeasurement of provision for ECL(322)(253)387(188)(284)(190)328(146)

Write-offs--(76)(76)--(63)(63)

Exchange rate and other adjustments143843--3434

Balance as at 30 September 2021


1607416071,5081186745521,344

40 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

ConsolidatedParent Entity

Non-Non-

Performingperforming Performingperforming

$m Stage 1 Stage 2 Stage 3 TotalStage 1 Stage 2 Stage 3Total

Personal

Balance as at 30 September 2019 268 459 248975229401213843

Transfers to Stage 1744(732)(12)-549(547)(2)-

Transfers to Stage 2(154)368(214)-(131)313(182)-

Transfers to Stage 3(1)(342)343-(1)(307)308-

Business activity during the year35(37)(50)(52)36(31)(43)(38)

Net remeasurement of provision for ECL(676)694617635(492)503573584

Write-offs--(728)(728)--(699)(699)

Exchange rate and other adjustments-(2)2826--2525

Balance as at 30 September 2020 216408232856190332193715

Transfers to Stage 1476(469)(7)-403(401)(2)-

Transfers to Stage 2(98)281(183)-(92)251(159)-

Transfers to Stage 3(1)(202)203-(1)(182)183-

Business activity during the year27(25)(35)(33)28(20)(30)(22)

Net remeasurement of provision for ECL(468)360402294(394)324386316

Write-offs--(461)(461)--(438)(438)

Exchange rate and other adjustments122326--1818

Balance as at 30 September 2021 153355174682134304151589

ConsolidatedParent Entity

Non-Non-

Performingperforming Performingperforming

$m Stage 1 Stage 2 Stage 3 TotalStage 1Stage 2 Stage 3 Total

Business

Balance as at 30 September 2019453 861 5161,8303776844411,502

Transfers to Stage 1268(254)(14)-225(213)(12)-

Transfers to Stage 2(123)321(198)-(91)226(135)-

Transfers to Stage 3(6)(337)343-(5)(233)238-

Business activity during the year152150115417133140126399

Net remeasurement of provision for ECL(65)9825261,443(62)8254131,176

Write-offs--(322)(322)--(295)(295)

Exchange rate and other adjustments(3)(3)(2)(8)(3)(6)(4)(13)

Balance as at 30 September 2020 6761,7209643,3605741,4237722,769

Transfers to Stage 1487(394)(93)-409(322)(87)-

Transfers to Stage 2(66)332(266)-(49)219(170)-

Transfers to Stage 3(7)(185)192-(6)(152)158-

Business activity during the year53(149)(128)(224)43(136)(103)(196)

Net remeasurement of provision for ECL(494)(307)81413(443)(274)710(7)

Write-offs--(299)(299)--(238)(238)

Exchange rate and other adjustments(26)(22)7(41)-(1)32

Balance as at 30 September 2021 6239951,1912,8095287571,0452,330

Reconciliation of impairment charges

ConsolidatedParent Entity

$m


2021 2020 2021 2020

Loans and credit commitments:



Business activity during the year


(444) 195 (387) 207

Net remeasurement of provision for ECL


119 3,156 163 2,655

Impairment charges for debt securities at amortised cost


(25) 18 - -

Impairment charges for debt securities at FVOCI


2 2 2 2

Recoveries


(242) (193) (225) (173)

Impairment charges (Note 6)


(590) 3,178 (447) 2,691

WESTPAC GROUP 2021 ANNUAL REPORT 41
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

Total write-offs net of recoveries to average loans

Consolidated

%20212020

Write-offs net of recoveries to average loans



Housing0.010.02

Personal


1.46 2.75

Business0.150.15

Total write-offs net of recoveries to average loans


0.08 0.14

Impact of Portfolio Overlays on the provision for ECL

The following table attributes the breakup between modelled ECL and other portfolio overlays.

Where there is increased uncertainty regarding the required forward-looking economic conditions, or areas of potential risk, including significant uncertainty, not

captured in the underlying modelled ECL, overlays are used to capture that risk.

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Modelled provision for ECL


4,352 5,480 3,712 4,659

Portfolio Overlays


647652 551 513

Total provision for ECL


4,999 6,132 4,263 5,172

Details of these changes related to forward-looking economic inputs and portfolio overlays, which are based on reasonable and supportable information up to the

date of this report are provided below.

Modelled provision for ECL

The modelled provision for ECL is a probability weighted estimate based on three scenarios which together are representative of the Group’s view of the forward-

looking distribution of potential loss outcomes. The change in provisions as a result of changes in modelled ECL or overlays are reflected through the “Net

remeasurement of provision for ECL” line.

The base case scenario uses current Westpac Economics forecasts and reflects the latest available forward- looking economic inputs which shows a deterioration

in the short term due to the impact of recent lock downs, with a subsequent recovery. The latest view considers both the economic and societal impacts of COVID-

19, the Australian Government stimulus measures implemented to cushion the impacts, and the New Zealand Government stimulus package. The Westpac

Australian economics forecast assumes the following:

Key macroeconomic assumptions for base case scenario 30 September 2021 30 September 2020

Annual GDP:

AustraliaForecast growth of 0.1% for calendarForecast growth of 2.5% for calendar

year 2021 and 7.4% for calendar yearyear 2021

2022

New ZealandForecast growth of 5.6% for calendarForecast growth of 3.9% for calendar

year 2021 and 2.3% for calendar yearyear 2021

2022

Forecast price contraction of 0.7% Forecast price contraction of 19.3% for

Commercial property indexfor calendar year 2021 and 4.7% forcalendar year 2021

calendar year 2022

Residential property prices:

AustraliaForecast price appreciation of 11.8%Forecast price contraction of 0.4% for

for calendar year 2021 and 5.0% forcalendar year 2021

calendar year 2022

New ZealandForecast price appreciation of 20% forForecast price appreciation of 8.0% for

calendar year 2021 and 0% for calendarcalendar year 2021

year 2022

Cash rate Forecast to remain at 10bps over Forecast to remain at 10bps over

calendar years 2021 and 2022calendar year 2021

Unemployment rate:

AustraliaForecast rate of 5.4% at December 2021Forecast to peak at 7.9% (February

and 4% at December 20222021) and fall to 7.5% at December 2021

Forecast rate of 4.2% at December 2021Forecast to peak at 7% (December

New Zealandand 3.5% at December 20222020) and then fall to 6.4% at

December 2021

42 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

The downside scenario is a more severe scenario with ECL higher than the base case scenario. The more severe loss outcome for the downside is generated

under a recession scenario in which the combination of negative GDP growth, declines in commercial and residential property prices and an increase in the

unemployment rate simultaneously impact ECL across all portfolios from the reporting date. The assumptions in this scenario and relativities to the base case

scenario will be monitored having regard to the emerging economic conditions and updated where necessary. The upside scenario represents a modest

improvement to the base case.

The decline in provisions for loans and commitments over the financial year ended 30 September 2021 was due to more positive forward- looking economic

inputs, improved portfolio performance and a decline in some higher risk exposures. These declines were partly offset by higher IAPs which were driven by one

matter.

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

assuming a 100% weighting is applied to the base case scenario and to the downside scenario (with all other assumptions, including customer risk grades, held

constant).

Consolidated Parent Entity

$m2021202020212020

Reported probability-weighted ECL


4,999 6,132 4,263 5,172

100% base case ECL


3,411 4,750 2,877 4,051

100% downside ECL


7,399 8,315 6,354 6,956

If 1% of the Stage 1 gross exposure from loans and credit commitments (calculated on a 12 month ECL) was reflected in Stage 2 (calculated on a lifetime ECL)

the provision for ECL would increase by $252 million (2020: $296 million) for the Group and $200 million (2020: $266 million) for the Parent Entity based on

applying the average provision coverage ratios by stage to the movement in the gross exposure by stage.

The following table indicates the weightings applied by the Group and Parent Entity:

Macroeconomic scenario weightings (%) 2021 2020

Upside


5.0 5.0

Base


55.0 55.0

Downside


40.0 40.0

Scenario weights have remained unchanged since 30 September 2020 mainly to reflect the high degree of risk around severe loss outcomes. Extraordinary policy

measures have eased financial conditions and supported the economy, helping to contain financial stability risks. As the COVID-19 pandemic and associated

impacts extend, this could lead to higher credit losses than those modelled under the base case. In particular, the current base case economic forecast indicates a

relatively short and sharp economic impact from recent lock downs followed by a subsequent recovery.

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

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

there is a heightened need for the application of judgement to reflect these evolving relationships and risks.

This judgement has been applied in the consideration of scenario weights and COVID-19 overlays.

WESTPAC GROUP 2021 ANNUAL REPORT 43
Notes to the financial statements

Note 13. Provisions for expected credit losses (continued)

Portfolio Overlays

Portfolio overlays are used to address areas of potential risk, including significant uncertainty, not captured in the underlying modelled ECL. Determination of

portfolio overlays requires expert judgement and is thoroughly documented and subject to comprehensive internal governance and oversight. If the risk of delayed

losses is judged to have dissipated or actual stress emerges, the overlay will be removed or reduced.

The total portfolio overlays as at 30 September 2021 were $647 million (2020: $652 million) for the Group and $551 million (2020: $513 million) for the Parent

Entity. Included in the total overlays were:

●$557 million (2020: $577 million) for the Group and $461 million (2020: $438 million) for the Parent Entity related to COVID-19 overlay; and

●$90 million (2020: $75 million) for the Group and $90 million (2020: $75 million) for the Parent Entity reflecting other risks. No material overlays were held for

extreme weather events.

Overlays associated with COVID-19 decreased in 2021 as deferral packages which expired 31 March 2021 have had six months of performance post exit and the

risk is now reflected in underlying ECL. This decrease was partially offset by new overlay for the deferral packages provided from July 2021 to cater for the recent

lock downs in New South Wales and Victoria.

An overlay was introduced in 2021 to reflect the risk that some businesses may have been protected from default or stress because of COVID-19 related support

packages and government stimulus and may become stressed once when these measures are removed. The overlay was retained at 30 September 2021 due to

the uncertainty around the impact of recent lock downs in New South Wales and Victoria, and associated support measures, increasing the likelihood of

temporarily suppressing losses. As at 30 September 2021 this overlay is $347 million for the Group and $298 million for the Parent.

Impact of changes in credit exposures on the provision for ECL

●Stage 1 exposures had a net increase of $16.3 billion (2020: net decrease of $52.9 billion) for the Group and $8.3 billion (2020: net decrease of $51.9 billion)

for the Parent Entity primarily driven by increases in housing segment due to new lending and in business segment due to transfer back of exposures from

Stage 2. The increase from portfolio growth is offset by an additional $11.2 billion transferred to Stage 2 to account for staging methodology changes and

overlays. Stage 1 ECL has decreased mainly from impacts from revised macro-economic forecasts.

●Stage 2 credit exposures increased by $5.1 billion (2020: increased by $34.3 billion) for the Group and $6.4 billion (2020: increased by $34.3 billion) for the

Parent Entity mainly driven by increases from the housing segment due to the additional $11.2 billion transferred to Stage 2 to account for staging

methodology changes and overlays. Stage 2 ECL has decreased driven by the reductions in overlay and impacts from revised macro-economic forecasts.

●Stage 3 credit exposures had a net decrease of $1.5 billion (2020: increased by $4.5 billion) for the Group and $1.3 billion (2020: increased by $4.5 billion) for

the Parent Entity driven by reductions in 90 days past due exposures in the housing portfolio. Stage 3 ECL has decreased in line with the decrease in Stage 3

exposures.

Note 14. Other financial assets

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Accrued interest receivable


720 905 624 797

Securities sold not delivered


3,542 2,358 3,542 2,352

Trade debtors


574 992 397 502

Interbank lending59229973295

Clearing and settlement balances564630524558

Accrued fees and commissions


264 170 187 117

Other


138 120 139 124

Total other financial assets


6,394 5,474 5,486 4,745

44 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 15. Life insurance assets and life insurance liabilities

Accounting policy

The Group conducts its life insurance business in Australia primarily through Westpac Life Insurance Services Limited and separate statutory funds registered

under the Life Insurance Act 1995 (Life Act) and in New Zealand through Westpac Life-NZ-Limited which are separate statutory funds licensed under the

Insurance (Prudential Supervision) Act 2010.

Life insurance assets

Life insurance assets, including investments in funds managed by the Group, are designated at FVIS. Changes in fair value are recognised in non-interest

income. The determination of fair value of life insurance assets involves the same judgements as other financial assets, which are described in the critical

accounting assumptions and estimates in Note 22.

The Life Act places restrictions on life insurance assets, including that they can only be used:

● to meet the liabilities and expenses of that statutory fund;

● to acquire investments to further the business of the statutory fund; or

● as a distribution, when the statutory fund has met its solvency and capital adequacy requirements.

Life insurance liabilities

Life insurance liabilities primarily consist of life investment contract liabilities and life insurance contract liabilities. Claims incurred in respect of life investment

contracts are withdrawals of customer deposits, and are recognised as a reduction in life insurance liabilities.

Life investment contract liabilities

Life investment contract liabilities are designated at FVIS. Fair value is the higher of the valuation of life insurance assets linked to the life investment contract, or

the minimum current surrender value (the minimum amount the Group would pay to a policyholder if their policy is voluntarily terminated before it matures or the

insured event occurs). Changes in fair value are recognised in non-interest income.

Life insurance contract liabilities

The value of life insurance contract liabilities is calculated using the margin on services methodology (MoS), specified in the Prudential Standard LPS 340

Valuation of Policy Liabilities.

MoS accounts for the associated risks and uncertainties of each type of life insurance contract written. At each reporting date, planned profit margins and an

estimate of future liabilities are calculated. Profit margins are released to non-interest income over the period that life insurance is provided to policyholders

(Note 4). The cost incurred of acquiring specific insurance contracts is deferred provided that these amounts are recoverable out of planned profit margins. The

deferred amounts are recognised as a reduction in life insurance policy liabilities and are amortised to non-interest income over the same period as the planned

profit margins.

Life insurance contract liability adequacy test

Life insurance contract policy liabilities are tested for liability adequacy by comparing them to the best estimate of future cash flows. Liabilities are grouped into

related product groups and each group is tested against the best estimate of future cash flows. If the liability of a related product group is less than best estimate

the liability is increased with the expense being recognised in non-interest income.

External unit holder liabilities of managed investment schemes

The life insurance statutory funds include controlling interests in managed investment schemes which are consolidated. When the managed investment scheme

is consolidated, the external unit holder liabilities are recognised as a liability and included in life insurance liabilities. They are designated at FVIS.

Critical accounting assumptions and estimates

The key factors that affect the estimation of life insurance liabilities and related assets are:

● the cost of providing benefits and administering contracts;

● mortality and morbidity experience, which includes policyholder benefits enhancements;

● discontinuance rates, which affects the Group’s ability to recover the cost of acquiring new business over the life of the contracts; and

● the discount rate of projected future cash flows.

Regulation, competition, interest rates, taxes, securities market conditions and general economic conditions also affect the estimation of life insurance liabilities.

WESTPAC GROUP 2021 ANNUAL REPORT 45
Notes to the financial statements

Note 15. Life insurance assets and life insurance liabilities (continued)

Life insurance assets

Consolidated

$m20212020

Investments held directly and in unit trusts



Unit trusts-333

Debt securities-2,818

Loans and other assets


- 442

Total life Insurance assets


- 3,593

In 2021, the entire life insurance assets for the Group were reclassified as assets held for sale (refer to Note 37). There were no life insurance assets in the Parent

Entity as at 30 September 2021 (2020: nil).

Life insurance liabilities

ConsolidatedLife investmentLife insurance

Reconciliation of movements in policy liabilitiescontractscontractsTotal

$m 2021 2020 2021 2020 2021 2020

Balance as at beginning of year


1,887 8,206 (491) (829) 1,396 7,377

Movements in policy liabilities reflected in the income statement


23 221 (21) 338 2 559

Contract contributions recognised in policy liabilities


1 368 - - 1 368

Contract withdrawals recognised in policy liabilities


(15) (8,322) - - (15) (8,322)

Contract fees, expenses and tax recoveries


(4) (44) - - (4) (44)

Change in external unit holders of managed investment schemes


(933) 1,458 - - (933) 1,458

Balances reclassified to liabilities held for sale (refer to Note 37)


(959) — 512 - (447) -

Balance as at end of year


- 1,887 - (491) - 1,396

There were no life insurance liabilities in the Parent Entity as at 30 September 2021 (2020: nil).

46 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 16. Deposits and other borrowings

1

Accounting policy

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

or at fair value.

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

embedded derivative.

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

in the fair value that is due to changes in credit risk is recognised in OCI except where it would create an accounting mismatch, in which case it is also

recognised in the income statement.

Refer to Note 22 for balances measured at fair value and amortised cost.

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

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Australia



Certificates of deposit


31,506 25,647 31,506 25,647

Non-interest bearing, repayable at call


52,819 48,303 52,819 48,303

Other interest bearing at call


345,416 304,761 345,416 304,761

Other interest bearing term


102,775 125,820 102,775 125,820

Total Australia


532,516 504,531 532,516 504,531

New Zealand



Certificates of deposit


3,293 2,773 - -

Non-interest bearing, repayable at call


14,066 10,711 - -

Other interest bearing at call


31,354 26,300 - -

Other interest bearing term


27,042 28,689 - 1

Total New Zealand


75,755 68,473 - 1

Other overseas



Certificates of deposit


11,839 7,258 11,839 7,258

Non-interest bearing, repayable at call


919 868 357 333

Other interest bearing at call


1,751 1,864 1,446 1,559

Other interest bearing term


4,175 8,137 4,029 7,931

Total other overseas


18,684 18,127 17,671 17,081

Total deposits and other borrowings


626,955 591,131 550,187 521,613

The following table shows average balances and average rates in each of the past two years for major categories of deposits.

20212020

Average Average Average Average

balanceratebalancerate

Consolidated$m% $m%

Australia



Non-interest bearing, repayable at call


49,59245,231

Certificates of deposit


28,2420.125,0410.8

Other interest bearing at call


322,3330.2275,4750.5

Other interest bearing term


107,1000.6135,3611.5

Total Australia


507,267481,108

Overseas


Non-interest bearing, repayable at call


12,4339,661

Certificates of deposit


11,0350.414,3761.4

Other interest bearing at call


30,2310.225,9990.5

Other interest bearing term


32,4101.142,3812.3

Total overseas


86,10992,417

1. Non-interest bearing relates to instruments which do not carry a rate of interest.

WESTPAC GROUP 2021 ANNUAL REPORT 47
Notes to the financial statements

Note 16. Deposits and other borrowings (continued)

Certificates of deposit and term deposits

Uninsured deposits refer to deposits that are in excess of, or ineligible for, a government based deposit insurance scheme in their relevant country of domicile. For

the Group, this primarily relates to deposit in excess of, or ineligible for, the Australian Government’s Financial Claims Scheme (FCS) limit. The table below shows

the balances of uninsured certificates of deposits and term deposits by remaining maturity:


Over Over

ConsolidatedUp to3 months to6 months toOver

$m3 months6 months1 year1 yearTotal

Certificates of deposit in excess of insured amounts



Australia


25,720 5,503 265 18 31,506

New Zealand


2,490 784 19 - 3,293

Other overseas


2,382 3,353 6,104 - 11,839

Total certificates of deposit in excess of insured amounts


30,592 9,640 6,388 18 46,638

Term deposits in excess of insured amounts



Australia


36,929 14,271 17,535 4,811 73,546

New Zealand


12,739 8,840 4,100 1,363 27,042

Other overseas


2,504 693 930 44 4,171

Total term deposits in excess of insured amounts


52,172 23,804 22,565 6,218 104,759

Interbank term deposits in excess of insured amounts

1



Australia


2,199 1,661 50 7 3,917

New Zealand


- - - - -

Other overseas


132 - - - 132

Total interbank term deposits in excess of insured amounts


2,331 1,661 50 7 4,049

1. Interbank term deposits are included in Note 17.

Note 17. Other financial liabilities

Accounting policy

Other financial liabilities include liabilities measured at amortised cost as well as liabilities which are measured at FVIS. Financial liabilities measured at FVIS

include:

● trading liabilities (i.e. securities sold short); and

● liabilities designated at FVIS (i.e. certain repurchase agreements).

Refer to Note 22 for balances measured at fair value and amortised cost.

Repurchase agreements

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

(i.e. ‘Trading securities’ or ‘Investment securities’).

The cash consideration received is recognised as a liability (‘Repurchase agreements’). Repurchase agreements are designated at fair value where they are

managed as part of a trading portfolio, otherwise they are measured on an amortised cost basis.

Where a repurchase agreement is designated at fair value, subsequent to initial recognition, these liabilities are measured at fair value with changes in fair value

(except credit risk) recognised through the income statement as they arise. The change in fair value that is attributable to credit risk is recognised in OCI except

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

ConsolidatedParent Entity

$m


2021 2020 2021 2020

Repurchase agreements


35,899 27,763 33,346 27,763

Interbank placements4,0804,9814,0794,710

Accrued interest payable9441,3678291,169

Securities purchased not delivered3,2862,2913,2862,291

Trade creditors and other accrued expenses1,3921,2501,1241,045

Settlement and clearing balances7081,005695989

Securities sold short2,3318462,331846

Other1,6691,4221,5731,343

Total other financial liabilities


50,309 40,925 47,263 40,156

48 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 18. Debt issues

Accounting policy

Debt issues are bonds, notes, commercial paper and debentures that have been issued by entities in the Group.

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

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

The change in the fair value that is due to credit risk is recognised in OCI except where it would create an accounting mismatch, in which case it is also

recognised in non-interest income.

Refer to Note 22 for balances measured at fair value and amortised cost.

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

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

underlying security.

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Short-term debt



Own issuances


19,595 16,477 16,752 14,160

Total short-term debt


19,595 16,477 16,752 14,160

Long-term debt



Covered bonds


31,374 36,051 27,234 31,926

Senior


72,804 89,766 64,224 81,580

Securitisation


5,000 8,000 - -

Structured notes


6 31 - -

Total long-term debt


109,184 133,848 91,458 113,506

Total debt issues


128,779 150,325 108,210 127,666

Movement reconciliation ($m)

Balance as at beginning of year150,325181,457127,666156,674

Issuances46,79934,76637,86827,487

Maturities, repayments, buy backs and reductions(65,272)(65,160)(54,425)(55,761)

Total cash movements(18,473)(30,394)(16,557)(28,274)

FX translation impact(1,428)(1,977)(1,311)(2,005)

Fair value adjustments(115)81(115)81

Fair value hedge accounting adjustments(1,674)1,038(1,607)1,076

Other (amortisation of bond issue costs, etc.)144120134114

Total non-cash movements(3,073)(738)(2,899)(734)

Balance as at end of year128,779150,325108,210127,666

WESTPAC GROUP 2021 ANNUAL REPORT 49
Notes to the financial statements

Note 18. Debt issues (continued)

Consolidated

$m 2021 2020

Short-term debt



Own issuances:

US commercial paper


19,595 13,864

Senior debt:

GBP-2,437

Other-176

Total own issuances


19,595 16,477

Total short-term debt


19,595 16,477

Long-term debt (by currency):



AUD


27,634 36,062

CHF


3,052 3,177

EUR


31,380 34,498

GBP


3,049 3,440

JPY


1,141 2,439

NZD


3,522 3,519

USD


36,031 45,917

Other


3,375 4,796

Total long-term debt


109,184 133,848

The Group manages FX exposure from debt issuances as part of its hedging activities. Further details of the Group’s hedge accounting are in Note 20.

Note 19. Loan capital

Accounting policy

Loan capital are instruments issued by the Group which qualify for inclusion as regulatory capital under APRA Prudential Standards. Loan capital is initially

measured at fair value and subsequently measured at amortised cost using the effective interest rate method. Interest expense incurred is recognised in net

interest income.

Consolidated and

Parent Entity

$m


2021 2020

Additional Tier 1 (AT1) loan capital



Westpac capital notes


8,403 7,423

USD AT1 securities


1,813 1,941

Total AT1 loan capital


10,216 9,364

Tier 2 loan capital



Subordinated notes


18,362 14,090

Subordinated perpetual notes


489 495

Total Tier 2 loan capital


18,851 14,585

Total loan capital


29,067 23,949

Movement reconciliation ($m)

Balance as at beginning of year23,94921,826

Issuances7,6282,225

Maturities, repayments, buy-backs and reductions(1,548)(262)

Total cash movements6,0801,963

FX translation impact(86)(564)

Fair value hedge accounting adjustments(902)703

Other (amortisation of bond issue costs, etc)2621

Total non-cash movements(962)160

Balance as at end of year29,06723,949

50 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 19. Loan capital (continued)

Additional Tier 1 loan capital

A summary of the key terms and common features of AT1 instruments are provided below

1

.

Consolidated and

Parent EntityPotential scheduledOptional

$mDistribution/Interest rateconversion date

2

redemption date

3

20212020

Westpac capital notes (WCN)



AUD 1,311 million WCN2 (90 day bank bill rate + 3.05% p.a.) 23 September 2024 23 September 2022 1,309 1,307

x (1 - Australian corporate tax rate)

AUD 1,324 million WCN3


(90 day bank bill rate + 4.00% p.a.) 22 March 2023 22 March 2021

4

- 1,323

x (1 - Australian corporate tax rate)

AUD 1,702 million WCN4


(90 day bank bill rate + 4.90% p.a.) 20 December 2023 20 December 2021

5

549 1,698

x (1 - Australian corporate tax rate)

AUD 1,690 million WCN5(90 day bank bill rate + 3.20% p.a.)22 September 202722 September 20251,6821,680

x (1 - Australian corporate tax rate)

AUD 1,423 million WCN6(90 day bank bill rate + 3.70% p.a.)31 July 202631 July 20241,4171,415

x (1 - Australian corporate tax rate)

AUD 1,723 million WCN7(90 day bank bill rate + 3.40% p.a.)22 March 202922 March 20271,709-

x (1 - Australian corporate tax rate)

AUD 1,750 million WCN8(90 day bank bill rate + 2.90% p.a.)21 June 203221 September 2029

6

1,737-

x (1 - Australian corporate tax rate)

Total Westpac capital notes


8,403 7,423

USD AT1 securities



USD 1,250 million securities 5.00% p.a. until but excluding 21 n/a 21 September 2027

8

1,813 1,941

September 2027 (first reset date). If

not redeemed, converted or written-

off earlier, from, and including, each

reset date

7

to, but excluding, the

next succeeding reset date, at a

fixed rate p.a. equal to the prevailing

5-year USD midmarket swap rate

plus 2.89% p.a.

Total USD AT1 securities


1,813 1,941

1.AUD unless otherwise noted.

2.Conversion is subject to the satisfaction of the scheduled conversion conditions. If the conversion conditions are not satisfied on the relevant scheduled conversion date, conversion will not

occur until the next distribution payment date on which the scheduled conversion conditions are satisfied.

3.Westpac may elect to redeem the relevant AT1 instrument, subject to APRA’s prior written approval.

4.On 4 December 2020, AUD 866 million of WCN3 were transferred to the WCN3 nominated party for AUD 100 each pursuant to the WCN7 reinvestment offer. Those WCN3 were subsequently

redeemed and cancelled by Westpac. On 22 March 2021, the remaining AUD 458 million of WCN3 were redeemed and cancelled by Westpac for AUD 100 each.

5.On 15 September 2021, AUD 1,152 million of WCN4 were transferred to the WCN4 nominated party for AUD 100 each pursuant to the WCN8 reinvestment offer. Those WCN4 were

subsequently redeemed and cancelled by Westpac. On 15 October 2021, Westpac issued a redemption notice notifying WCN4 holders that all outstanding WCN4 will be redeemed on the

optional redemption date, being 20 December 2021.

6.Westpac may also elect to redeem on 21 December 2029, 21 March 2030 and 21 June 2030, each an optional redemption date.

7.Every fifth anniversary after the first reset date is a reset date.

8.Westpac may elect to redeem on 21 September 2027 and every fifth anniversary after the first reset date.

Common features of AT1 instruments

Payment conditions

Quarterly distributions on the Westpac capital notes and semi-annual interest payments on the USD AT1 securities are discretionary and will only be paid if the

payment conditions are satisfied, including that the payment will not result in a breach of Westpac’s capital requirements under APRA’s prudential standards; not

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

Broadly, if for any reason a distribution or interest payment has not been paid in full on the relevant payment date, Westpac must not determine or pay any

dividends on Westpac ordinary shares or undertake a discretionary buy-back or capital reduction of Westpac ordinary shares, unless the unpaid amount is paid in

full within 20 business days of the relevant payment date or in certain other circumstances.

WESTPAC GROUP 2021 ANNUAL REPORT 51
Notes to the financial statements

Note 19. Loan capital (continued)

The AT1 instruments convert into Westpac ordinary shares in the following circumstances:

●Scheduled Conversion

On the scheduled conversion date, provided certain conversion conditions are satisfied, it is expected that the relevant AT1 instrument

1

will be converted and

holders will receive a variable number of Westpac ordinary shares calculated using the formula described in the terms of the relevant AT1 instrument, subject

to a maximum conversion number. The conversion number of Westpac ordinary shares will be calculated using the face value of the relevant AT1 instrument

and the Westpac ordinary share price determined over the 20 business day period prior to the scheduled conversion date, including a 1% discount.

●Capital Trigger Event or Non-Viability Trigger Event

Westpac will be required to convert some or all AT1 instruments into a variable number of Westpac ordinary shares upon the occurrence of a capital trigger

event or non-viability trigger event. No conversion conditions apply in these circumstances.

A capital trigger event occurs when Westpac determines, or APRA notifies Westpac in writing that it believes, Westpac’s Common Equity Tier 1 Capital ratio

is equal to or less than 5.125% (on a level 1 or level 2 basis

2

).

A non-viability trigger event will occur when APRA notifies Westpac in writing that it believes conversion of all or some AT1 instruments (or conversion, write-

off or write-down of relevant capital instruments of the Westpac Group), or public sector injection of capital (or equivalent support), in each case is necessary

because without it, Westpac would become non-viable.

For each AT1 instrument converted, holders will receive a variable number of Westpac ordinary shares calculated using the formula described in the terms of

the relevant AT1 instrument, subject to a maximum conversion number. The conversion number of Westpac ordinary shares is calculated using the face value

or outstanding principal amount of the relevant AT1 instrument and the Westpac ordinary share price determined over the five business day period prior to the

capital trigger event date or non-viability trigger event date and includes a 1% discount. For each AT1 instrument, the maximum conversion number is set

using a Westpac ordinary share price which is broadly equivalent to 20% of the Westpac ordinary share price at the time of issue.

Following the occurrence of a capital trigger event or non-viability trigger event, if conversion of an AT1 instrument does not occur within five business days,

holders’ rights in relation to the relevant AT1 instrument will be immediately and irrevocably terminated.

●Conversion in other circumstances

Westpac is able to elect to convert

3

, or may be required to convert

3

, AT1 instruments early in certain circumstances. The terms of conversion and the

conversion conditions are broadly similar to scheduled conversion, however the share price floor in the maximum conversion number will depend on the

conversion event.

●Early Redemption

Westpac is able to elect to redeem the relevant AT1 instrument on the optional redemption dates or for certain taxation or regulatory reasons, subject to

APRA’s prior written approval.

1.Scheduled conversion does not apply to USD AT1 securities.

2.Level 1 comprises Westpac Banking Corporation and its subsidiary entities that have been approved by APRA as being part of a single 'Extended Licensed Entity' for the purpose of measuring

capital adequacy. Level 2 is the consolidation of Westpac Banking Corporation and all its subsidiary entities except those entities specifically excluded by APRA regulations. The head of the

Level 2 group is Westpac Banking Corporation.

3.Excludes USD AT1 securities.

52 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 19. Loan capital (continued)

Tier 2 loan capital

A summary of the key terms and common features of Westpac’s Tier 2 instruments is provided below

1

:

Consolidated and

Parent EntityOptional

$m Interest rate

2

Maturity date redemption date

3

2021 2020

Subordinated notes

AUD 350 million 4.50% p.a. until but excluding 11 March 2022. 11 March 2027 11 March 2022 351 361

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year AUD semi-quarterly mid-swap

reference rate plus 1.95% p.a., the sum of which will

be annualised.

SGD 325 million 4.00% p.a. until but excluding 12 August 2022. 12 August 2027 12 August 2022 337 347

subordinated notesThereafter, if not redeemed, a fixed rate per annum equal

to the five-year SGD swap offer rate plus 1.54% p.a.

AUD 175 million 4.80% p.a. until but excluding 14 June 2023. 14 June 2028 14 June 2023 181 185

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year AUD semi-quarterly mid-swap

reference rate plus 2.65% p.a., each of which will be

annualised.

USD 100 million Fixed 5.00% p.a. 23 February 2046 n/a 148 175

subordinated notes

AUD 700 million 90 day bank bill rate + 3.10% p.a. 10 March 2026 10 March 2021

4

- 700

subordinated notes

JPY 20,000 million Fixed 1.16% p.a. 19 May 2026 n/a 249 270

subordinated notes

JPY 10,200 million Fixed 1.16% p.a. 2 June 2026 n/a 127 137

subordinated notes

JPY 10,000 million Fixed 0.76% p.a. 9 June 2026 n/a 124 134

subordinated notes

NZD 400 million 4.6950% p.a. until but excluding 1 September 2021. 1 September 2026 1 September 2021

4

- 376

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the New Zealand 5-year swap rate on 1

September 2021 plus 2.60% p.a.

JPY 8,000 million 0.9225% p.a. until but excluding 7 October 2021. 7 October 2026 7 October 2021 99 107

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year JPY mid-swap rate plus

1.0005% p.a.

USD 1,500 million 4.322% p.a. until but excluding 23 November 2026. 23 November 2031 23 November 2026 2,181 2,320

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year USD mid-swap rate plus 2.236% p.a.

JPY 12,000 million 0.87% p.a. until but excluding 6 July 2022. Thereafter, 6 July 2027 6 July 2022 149 161

subordinated notesif not redeemed, a fixed rate per annum equal to the

five-year JPY mid-swap rate plus 0.78% p.a.

JPY 13,500 million 0.868% p.a. until but excluding 6 July 2022. 6 July 2027 6 July 2022 168 181

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year JPY mid-swap rate plus 0.778% p.a.

HKD 600 million 3.15% p.a. until but excluding 14 July 2022. Thereafter, 14 July 2027 14 July 2022 108 111

subordinated notesif not redeemed, a fixed rate per annum equal to the

five-year HKD mid-swap rate plus 1.34% p.a.

AUD 350 million 4.334% p.a. until but excluding 16 August 2024. 16 August 2029 16 August 2024 350 349

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year AUD semi-quarterly mid-swap

reference rate plus 1.83% p.a., each of which will be

annualised.

AUD 185 millionFixed 5.00% p.a.24 January 2048n/a185185

subordinated notes

AUD 250 million90 day bank bill rate + 1.40% p.a.16 February 202816 February 2023250250

subordinated notes

AUD 130 millionFixed 5.00% p.a.2 March 2048n/a130130

subordinated notes

AUD 725 million90 day bank bill rate + 1.80% p.a.22 June 202822 June 2023724714

subordinated notes

USD 1,000 millionFixed 4.421% p.a.24 July 2039n/a1,4811,707

subordinated notes

1.Excludes subordinated perpetual notes.

2.Interest payments are made periodically as set out in the terms of the subordinated notes.

3.Westpac may elect to redeem the relevant Tier 2 instrument on the optional redemption date or dates, subject to APRA’s prior written approval. If not redeemed on the first optional redemption

date, Westpac may elect to redeem the relevant Tier 2 instrument on any interest payment date after the first optional redemption date (except for USD 1,500 million subordinated notes with

an optional redemption date in November 2026, USD 1,250 million subordinated notes with an optional redemption date in July 2029, USD 1,500 million subordinated notes with an optional

redemption date in February 2025, USD 1,500 million subordinated notes with an optional redemption date in November 2030, and EUR 1,000 million subordinated notes with an optional

redemption date in May 2026), subject to APRA’s prior written approval.

4.The subordinated notes were redeemed in full on the optional redemption date.

WESTPAC GROUP 2021 ANNUAL REPORT 53
Notes to the financial statements

Note 19. Loan capital (continued)

Tier 2 loan capital (continued)

A summary of the key terms and common features of Westpac’s Tier 2 instruments is continued below

1

:

Consolidated and Parent EntityOptional

$m Interest rate

2

Maturity date redemption date

3

2021 2020

Subordinated notes

USD 1,250 million4.110% p.a. until but excluding 24 July 2029.24 July 203424 July 20291,8131,970

subordinated notesThereafter, if not redeemed a fixed rate per annum

equal to the five-year USD treasury rate plus 2% p.a.

AUD 1,000 million90 day bank bill rate + 1.98% p.a.27 August 202927 August 20249991,000

subordinated notes

USD 1,500 million2.894% p.a. until but excluding 4 February4 February 20304 February 20252,1332,220

subordinated notes2025. Thereafter, if not redeemed, a fixed rate per

annum equal to the five-year USD treasury

rate plus 1.350% p.a.

USD 1,500 million2.668% p.a. until but excluding 15 November 2030.15 November 203515 November 20301,970-

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the five-year USD treasury rate plus 1.750% p.a.

USD 1,000 millionFixed 2.963% p.a.16 November 2040n/a1,264-

subordinated notes

AUD 1,250 million90 day bank bill rate + 1.55% p.a.29 January 203129 January 20261,237-

subordinated notes

EUR 1,000 million0.766% p.a. until but excluding 13 May 2026.13 May 203113 May 20261,604-

subordinated notesThereafter, if not redeemed, a fixed rate per annum

equal to the prevailing 5-year EUR mid-market swap

rate plus 1.05% p.a.

Total subordinated notes 18,362 14,090

1.Excludes subordinated perpetual notes.

2.Interest payments are made periodically as set out in the terms of the subordinated notes.

3.Westpac may elect to redeem the relevant Tier 2 instrument on the optional redemption date or dates, subject to APRA’s prior written approval. If not redeemed on the first optional redemption

date, Westpac may elect to redeem the relevant Tier 2 instrument on any interest payment date after the first optional redemption date (except for USD 1,500 million subordinated notes with an

optional redemption date in November 2026, USD 1,250 million subordinated notes with an optional redemption date in July 2029, USD 1,500 million subordinated notes with an optional

redemption date in February 2025, USD 1,500 million subordinated notes with an optional redemption date in November 2030, and EUR 1,000 million subordinated notes with an optional

redemption date in May 2026), subject to APRA’s prior written approval.

Common features of subordinated notes

Interest payments are subject to Westpac being solvent at the time of, and immediately following, the interest payment. These subordinated notes contain non-

viability loss absorption requirements.

Non-viability trigger event

Westpac will be required to convert some or all subordinated notes into a variable number of Westpac ordinary shares upon the occurrence of a non-viability

trigger event. A non-viability trigger event will occur on similar terms as described under AT1 loan capital.

For each subordinated note converted, holders will receive a variable number of Westpac ordinary shares calculated using the formula described in the terms of

the relevant Tier 2 instrument, subject to a maximum conversion number. The conversion number of Westpac ordinary shares will be calculated in a manner

similar to that described under AT1 loan capital for a non-viability trigger event. For each Tier 2 instrument, the maximum conversion number is set using a

Westpac ordinary share price which is broadly equivalent to 20% of the Westpac ordinary share price at the time of issue.

Following the occurrence of a non-viability trigger event, if conversion of a Tier 2 instrument does not occur within five business days, holders’ rights in relation to

the relevant Tier 2 instrument will be immediately and irrevocably terminated.

Subordinated perpetual notes

These notes have no final maturity but Westpac can choose to redeem them at par on any interest payment date falling on or after September 1991, subject to

APRA approval and certain other conditions. Interest is cumulative and payable on the notes semi-annually at a rate of 6 month US$ LIBOR plus 0.15% p.a.,

subject to Westpac being solvent immediately after making the payment and having paid any dividend on any class of share capital of Westpac within the prior 12-

month period.

These notes qualify for transitional treatment as Tier 2 capital of Westpac under APRA’s Basel III capital adequacy framework.

The rights of the noteholders and coupon holders are subordinated to the claims of all creditors (including depositors) of Westpac other than creditors whose

claims against Westpac rank equally with, or junior to, these notes.

54 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 20. Derivative financial instruments

Accounting policy

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

futures, swaps and options.

The Group uses derivative financial instruments for meeting customers’ needs, our asset and liability risk management (ALM) activities, and undertaking market

making and positioning activities.

Trading derivatives

Derivatives which are used in our ALM activities but are not designated into a hedge accounting relationship are considered economic hedges, and are adjusted

for cash earnings purposes due to the accounting mismatch between the fair value of the derivatives and the accounting treatment of the underlying exposure

(refer to Note 2 for further details). These derivatives, along with derivatives used for meeting customers’ needs and undertaking market making and positioning

activities, are measured at FVIS and are disclosed as trading derivatives.

Hedging derivatives

Hedging derivatives are those which are used in our ALM activities and have also been designated into one of three hedge accounting relationships: fair value

hedge; cash flow hedge; or hedge of a net investment in a foreign operation. These derivatives are measured at fair value. These hedge designations and the

associated accounting treatment are detailed below.

For more details regarding the Group’s ALM activities, refer to Note 21.

Fair value hedges

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

Changes in the fair value of derivatives and the hedged asset or liability in fair value hedges are recognised in interest income. The carrying value of the hedged

asset or liability is adjusted for the changes in fair value related to the hedged risk.

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

If the asset or liability is sold, any unamortised adjustment is immediately recognised in net interest income.

Cash flow hedges

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

For effective hedges, changes in the fair value of derivatives are recognised in the cash flow hedge reserve through OCI and subsequently recognised in interest

income when the cash flows attributable to the asset or liability that was hedged impact the income statement.

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

income.

If a hedge is discontinued, any cumulative gain or loss remains in OCI. It is amortised to net interest income over the period in which the asset or liability that was

hedged also impacts the income statement.

If a hedge of a forecast transaction is no longer expected to occur, any cumulative gain or loss in OCI is immediately recognised in net interest income.

Net investment hedges

Net investment hedges are used to hedge FX risks arising from a net investment of a foreign operation.

For effective hedges, changes in the fair value of derivatives are recognised in the foreign currency translation reserve through OCI.

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

income.

If a foreign operation is disposed of, any cumulative gain or loss in OCI is immediately recognised in non-interest income.

WESTPAC GROUP 2021 ANNUAL REPORT 55
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

Total derivatives

The carrying values of derivative instruments are set out in the tables below.

Total derivatives

ConsolidatedTradingHedgingcarrying value

$m Assets Liabilities Assets Liabilities Assets Liabilities

2021

Interest rate contracts

1


Forward rate agreements


1(1)--1(1)

Swap agreements


30,491(29,630)3,530(5,437)34,021(35,067)

Options


115(121)--115(121)

Total interest rate contracts


30,607(29,752)3,530(5,437)34,137(35,189)

FX contracts


Spot and forward contracts


5,896(5,554)38(51)5,934(5,605)

Cross currency swap agreements


6,433(6,912)749(175)7,182(7,087)

Options


198(173)--198(173)

Total FX contracts


12,527(12,639)787(226)13,314(12,865)

Credit default swaps

Credit protection bought-(15)---(15)

Credit protection sold13---13-

Total credit default swaps13(15)--13(15)

Commodity contracts


227(360)--227(360)

Equities


2---2-

Total of gross derivatives


43,376(42,766)4,317(5,663)47,693(48,429)

Impact of netting arrangements


(25,010)25,240(3,330)5,130(28,340)30,370

Total of net derivatives


18,366(17,526)987(533)19,353(18,059)

2020

Interest rate contracts

1



Forward rate agreements


14(14)--14(14)

Swap agreements


44,366(42,724)5,916(10,331)50,282(53,055)

Options


161(165)--161(165)

Total interest rate contracts


44,541(42,903)5,916(10,331)50,457(53,234)

FX contracts


Spot and forward contracts


5,595(4,797)61(46)5,656(4,843)

Cross currency swap agreements


4,977(8,872)1,450(141)6,427(9,013)

Options


383(200)--383(200)

Total FX contracts


10,955(13,869)1,511(187)12,466(14,056)

Credit default swaps

Credit protection bought-(59)---(59)

Credit protection sold57---57-

Total credit default swaps57(59)--57(59)

Commodity contracts


352(204)--352(204)

Equities


3---3-

Total of gross derivatives


55,908(57,035)7,427(10,518)63,335(67,553)

Impact of netting arrangements


(34,402)34,819(5,566)9,680(39,968)44,499

Total of net derivatives


21,506(22,216)1,861(838)23,367(23,054)

1.The fair value of futures contracts is settled daily with the exchange, and therefore have been excluded from this table.

56 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

Total derivatives

Parent EntityTradingHedgingcarrying value

$m Assets Liabilities Assets Liabilities Assets Liabilities

2021

Interest rate contracts

1


Forward rate agreements


1(1)--1(1)

Swap agreements


30,779(29,764)3,228(5,261)34,007(35,025)

Options


115(121)--115(121)

Total interest rate contracts


30,895(29,886)3,228(5,261)34,123(35,147)

FX contracts


Spot and forward contracts


5,929(5,603)5(2)5,934(5,605)

Cross currency swap agreements


6,452(6,925)519(34)6,971(6,959)

Options


198(173)--198(173)

Total FX contracts


12,579(12,701)524(36)13,103(12,737)

Credit default swaps

Credit protection bought-(15)---(15)

Credit protection sold13---13-

Total credit default swaps13(15)--13(15)

Commodity contracts


227(360)--227(360)

Equities


1---1-

Total of gross derivatives


43,715(42,962)3,752(5,297)47,467(48,259)

Impact of netting arrangements


(25,299)25,365(3,041)5,005(28,340)30,370

Total of net derivatives


18,416(17,597)711(292)19,127(17,889)

2020

Interest rate contracts

1



Forward rate agreements


14(14)--14(14)

Swap agreements


44,511(43,108)5,749(9,807)50,260(52,915)

Options


161(165)--161(165)

Total interest rate contracts


44,686(43,287)5,749(9,807)50,435(53,094)

FX contracts


Spot and forward contracts


5,641(4,821)14(19)5,655(4,840)

Cross currency swap agreements


4,977(8,872)900(9)5,877(8,881)

Options


383(200)--383(200)

Total FX contracts


11,001(13,893)914(28)11,915(13,921)

Credit default swaps

Credit protection bought-(59)---(59)

Credit protection sold57---57-

Total credit default swaps57(59)--57(59)

Commodity contracts


352(204)--352(204)

Equities


3---3-

Total of gross derivatives


56,099(57,443)6,663(9,835)62,762(67,278)

Impact of netting arrangements


(34,521)35,175(5,447)9,324(39,968)44,499

Total of net derivatives


21,578(22,268)1,216(511)22,794(22,779)

1.The fair value of futures contracts is settled daily with the exchange, and therefore have been excluded from this table.

WESTPAC GROUP 2021 ANNUAL REPORT 57
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

Hedge accounting

The Group designates derivatives into hedge accounting relationships in order to manage the volatility in earnings and capital that would otherwise arise from

interest rate and FX risks that may result from differences in the accounting treatment of derivatives and underlying exposures. These hedge accounting

relationships and the risks they are used to hedge are described below.

The Group enters into one-to-one hedge relationships to manage specific exposures where the terms of the hedged item significantly match the terms of the

hedging instrument. The Group also uses dynamic hedge accounting where the hedged items are part of a portfolio of assets and/or liabilities that frequently

change. In this hedging strategy, the exposure being hedged and the hedging instruments may change frequently rather than there being a one-to-one hedge

accounting relationship for a specific exposure.

Fair value hedges

Interest rate risk

The Group hedges its interest rate risk to reduce exposure to changes in fair value due to interest rate fluctuations over the hedging period. Interest rate risk

arising from fixed rate debt issuances and fixed rate bonds classified as investment securities at FVOCI is hedged with single currency fixed to floating interest

rate derivatives. The Group also hedges its benchmark interest rate risk from fixed rate foreign currency denominated debt issuances using cross currency swaps.

In applying fair value hedge accounting, the Group primarily uses one-to-one hedge accounting to manage specific exposures.

The Group also uses a dynamic hedge accounting strategy for fair value portfolio hedge accounting of some fixed rate mortgages to reduce exposure to changes

in fair value due to interest rate fluctuations over the hedging period. These fixed rate mortgages are allocated to time buckets based on their expected repricing

dates and the fixed-to-floating interest rate derivatives are designated accordingly to the capacity in the relevant time buckets.

The Group hedges the benchmark interest rate which generally represents the most significant component of the changes in fair value. The benchmark interest

rate is a component of interest rate risk that is observable in the relevant financial markets, for example, BBSW for AUD interest rates, LIBOR for USD interest

rates and BKBM for NZD interest rates. Ineffectiveness may arise from timing or discounting differences on repricing between the hedged item and the derivative.

For the portfolio hedge accounting ineffectiveness also arises from prepayment risk (i.e. the difference between actual and expected prepayment of loans). In

order to manage the ineffectiveness from early repayments and accommodate new originations the portfolio hedges are de-designated and redesignated

periodically.

Cash flow hedges

Interest rate risk

The Group’s exposure to the volatility of interest cash flows from customer deposits and loans is hedged with interest rate derivatives using a dynamic hedge

accounting strategy called macro cash flow hedges. Customer deposits and loans are allocated to time buckets based on their expected repricing dates. The

interest rate derivatives are designated accordingly to the gross asset or gross liability positions for the relevant time buckets. The Group hedges the benchmark

interest rate which generally represents the most significant component of the changes in fair value. The benchmark interest rate is a component of interest rate

risk that is observable in the relevant financial markets, for example, BBSW for AUD interest rates, LIBOR for USD interest rates and BKBM for NZD interest rates.

Ineffectiveness may arise from timing or discounting differences on repricing between the hedged item and the interest rate derivative. Ineffectiveness also arises

if the notional values of the interest rate derivatives exceed the capacity for the relevant time buckets. The hedge accounting relationship is reviewed on a monthly

basis and the hedging relationships are de-designated and redesignated if necessary.

FX risk

The Group’s exposure to foreign currency principal and credit margin cash flows from fixed rate foreign currency debt issuances is hedged through the use of

cross currency derivatives in a one-to-one hedging relationship to manage the changes between the foreign currency and AUD. In addition, for floating rate foreign

currency debt issuances, the Group hedges from foreign floating to primarily AUD or NZD floating interest rates. These exposures represent the most significant

components of fair value. Ineffectiveness may arise from timing or discounting differences on repricing between the hedged item and the cross currency derivative.

58 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

Net investment hedges

FX risk

Structural FX risk results from Westpac’s capital deployed in offshore branches and subsidiaries, where it is denominated in currencies other than Australian

dollars. As exchange rates move, the Australian dollar equivalent of offshore capital is subject to change that could introduce significant variability to the Group’s

reported financial results and capital ratios.

The Group uses FX forward contracts when hedging the currency translation risk arising from net investments in foreign operations. The Group currently applies

hedge accounting to its net investment in New Zealand operations which is the most material offshore operation and therefore the hedged risk is the movement of

the NZD against the AUD. Ineffectiveness only arises if the notional values of the FX forward contracts exceed the net investment in New Zealand operations.

Economic hedges

As part of the Group’s ALM activities, economic hedges may be entered into to hedge New Zealand future earnings and long-term funding transactions. These

hedges do not qualify for hedge accounting and the impact on the income statement of these hedges is treated as a cash earnings adjustment. This is due to the

accounting mismatch between the fair value accounting of the derivatives used in the economic hedges when compared to the recognition of the New Zealand

future earnings as they are earned and the amortised cost accounting of the borrowing respectively. Refer to Note 2 for further details.

Interest Rate Benchmark Reform

The Group's hedging relationships include hedged items and hedging instruments that are impacted by IBOR reform. Refer to Note 21.5 for further details of the

Group’s exposure to IBOR reform.

Hedging instruments

The following tables show the carrying value of hedging instruments and a maturity analysis of the notional amounts of the hedging instruments in one-to-one

hedge relationships categorised by the types of hedge relationships and the hedged risk.

Notional amounts

Over

ConsolidatedWithin1 year toOver Carrying value

$m Hedging instrument Hedged risk 1 year 5 years 5 years Total Assets Liabilities

2021

One-to-one hedge relationships



Fair value hedges


Interest rate swap Interest rate risk 11,674 59,022 54,250 124,946 2,402 (4,889)


Cross currency swap Interest rate risk4,717 5,251 3,604 13,572227-

Cash flow hedges


Cross currency swap FX risk 5,905 5,251 3,604 14,760 522 (175)

Net investment hedges


Forward contracts FX risk 6,574 - - 6,574 38 (51)

Total one-to-one hedge relationships28,87069,52461,458159,8523,189(5,115)

Macro hedge relationships



Portfolio fair value hedges


Interest rate swap Interest rate risk n/a n/a n/a 28,258 60 (24)

Macro cash flow hedges


Interest rate swap Interest rate risk n/a n/a n/a 201,339 1,068 (524)

Total macro hedge relationshipsn/an/an/a229,5971,128(548)

Total of gross hedging derivatives


n/a n/a n/a 389,449 4,317 (5,663)

Impact of netting arrangements


n/a n/a n/a n/a (3,330) 5,130

Total of net hedging derivatives


n/a n/a n/a n/a 987 (533)

WESTPAC GROUP 2021 ANNUAL REPORT 59
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

Notional amounts

Over

Consolidated Within1 year toOver Carrying value

$m


Hedging instrument Hedged risk 1 year 5 years 5 years Total Assets Liabilities

2020

One-to-one hedge relationships



Fair value hedges


Interest rate swap Interest rate risk 16,748 60,258 56,979 133,985 4,395 (8,810)


Cross currency swap Interest rate risk 4,668 8,381 1,615 14,664355-

Cash flow hedges


Cross currency swap FX risk 5,877 9,590 1,615 17,082 1,095 (141)

Net investment hedges


Forward contracts FX risk 6,320 - - 6,320 61 (46)

Total one-to-one hedge relationships 33,61378,22960,209172,0515,906(8,997)

Macro hedge relationships



Portfolio fair value hedges


Interest rate swap Interest rate risk n/a n/a n/a 19,907 - (187)

Macro cash flow hedges


Interest rate swap Interest rate risk n/a n/a n/a 174,611 1,521 (1,334)

Total macro hedge relationships n/an/an/a194,5181,521(1,521)

Total of gross hedging derivatives n/a n/a n/a 366,569 7,427 (10,518)

Impact of netting arrangements n/a n/a n/a n/a (5,566) 9,680

Total of net hedging derivatives n/a n/a n/a n/a 1,861 (838)

Notional amounts

Over

Parent EntityWithin1 year toOver Carrying value

$m


Hedging instrument Hedged risk 1 year 5 years 5 years Total Assets Liabilities

2021

One-to-one hedge relationships



Fair value hedges


Interest rate swap Interest rate risk 11,283 57,732 54,250 123,265 2,400 (4,837)


Cross currency swap Interest rate risk3,108 1,682 707 5,497165-

Cash flow hedges


Cross currency swap FX risk 3,108 1,682 707 5,497 354 (34)

Net investment hedges


Forward contracts FX risk 1,263 - - 1,263 5 (2)

Total one-to-one hedge relationships18,76261,09655,664135,5222,924(4,873)

Macro hedge relationships



Portfolio fair value hedges


Interest rate swap Interest rate risk n/a n/a n/a 2,872 7 (1)

Macro cash flow hedges


Interest rate swap Interest rate risk n/a n/a n/a 180,533 821 (423)

Total macro hedge relationshipsn/an/an/a183,405828(424)

Total of gross hedging derivatives


n/a n/a n/a 318,927 3,752 (5,297)

Impact of netting arrangements


n/a n/a n/a n/a (3,041) 5,005

Total of net hedging derivatives


n/a n/a n/a n/a 711 (292)

2020

One-to-one hedge relationships



Fair value hedges


Interest rate swap Interest rate risk 16,125 58,628 56,979 131,732 4,390 (8,644)


Cross currency swap Interest rate risk 2,981 4,284 1,286 8,551252-

Cash flow hedges


Cross currency swap FX risk 2,981 4,284 1,286 8,551 648 (9)

Net investment hedges


Forward contracts FX risk 1,240 - - 1,240 14 (19)

Total one-to-one hedge relationships


23,32767,19659,551150,0745,304(8,672)

Macro hedge relationships



Portfolio fair value hedges


Interest rate swap Interest rate risk n/a n/a n/a - - -

Macro cash flow hedges


Interest rate swap Interest rate risk n/a n/a n/a 162,033 1,359 (1,163)

Total macro hedge relationships


n/an/an/a162,0331,359(1,163)

Total of gross hedging derivatives


n/a n/a n/a 312,107 6,663 (9,835)

Impact of netting arrangements


n/a n/a n/a n/a (5,447) 9,324

Total of net hedging derivatives


n/a n/a n/a n/a 1,216 (511)

60 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

The following tables show the weighted average FX rate related to significant hedging instruments in one-to-one hedge relationships.

Weighted average rate


Hedging instrument Hedged risk Currency pair 20212020

Consolidated

Cash flow hedges


Cross currency swap FX risk EUR:AUD 0.68230.6687

JPY:AUDnot material81.4507


EUR:NZD0.60860.6160


HKD:NZDnot material4.9670

Net investment hedgesForward contractsFX riskNZD:AUD1.05051.0838

Parent Entity

Cash flow hedges


Cross currency swap FX risk EUR:AUD 0.68230.6687

JPY:AUD79.630281.4507


CHF:AUD0.7679not material


CNH:AUD4.93594.9492

Net investment hedges


Forward contracts FX risk NZD:AUD 1.04601.0904

Impact of hedge accounting in the balance sheets and reserves

The following tables show the carrying amount of hedged items in a fair value hedge relationship and the component of the carrying amount related to

accumulated fair value hedge accounting adjustments (FVHA).

20212020

FVHAFVHA

Carrying amount ofincluded in carryingCarrying amount ofincluded in carrying

$mhedged itemamounthedged itemamount

Consolidated

Interest rate risk



Investment securities


60,657 11768,862 3,285

Loans


28,340 (59)20,290 140

Debt issues and loan capital


(84,776) (1,983)(96,605) (4,559)

Parent Entity

Interest rate risk



Investment securities


59,008 10166,529 3,175

Loans


3,009 (5)251 8

Debt issues and loan capital


(76,634) (1,931)(90,287) (4,440)

There were no (2020: nil) FVHA included in the above carrying amounts relating to hedged items that have ceased to be adjusted for hedging gains and losses.

The pre-tax impact of cash flow and net investment hedges on reserves is detailed below:

20212020

InterestFXInterestFX

$m


rate risk riskTotalrate risk riskTotal

Consolidated

Cash flow hedge reserve



Balance as at beginning of year73(132) (59)(99)(83) (182)

Net gains/(losses) from changes in fair value352(56) 296(1)(94) (95)

Transferred to interest income(31)70 3917345 218

Balance as at end of year394(118) 27673(132) (59)

Parent Entity

Cash flow hedge reserve

Balance as at beginning of year83(53) 30(70)(22) (92)

Net gains/(losses) from changes in fair value201(24) 17716(44) (28)

Transferred to interest income(41)28 (13)13713 150

Balance as at end of year243(49) 19483(53) 30

WESTPAC GROUP 2021 ANNUAL REPORT 61
Notes to the financial statements

Note 20. Derivative financial instruments (continued)

There were losses of $176 million (2020: $43 million) remaining in the cash flow hedge reserve relating to hedge relationships for which hedge accounting is no

longer applied for the Group and Parent Entity.

As disclosed in Note 27, the net losses from changes in the fair value of net investment hedges were $198 million (2020: net gains $9 million) for the Group and

$41 million (2020: net gains $17 million) for the Parent Entity. Included in the foreign currency translation reserve is a loss of $210 million (2020: $210 million) for

the Group and $214 million (2020: $214 million) for the Parent Entity relating to discontinued hedges of our net investment in USD operations. This would only be

transferred to the income statement on disposal of the related USD operations.

Hedge effectiveness

Hedge effectiveness is tested prospectively at inception and during the lifetime of hedge relationships. For one-to-one hedge relationships this testing uses a

qualitative assessment of matched terms where the critical terms of the derivatives used as the hedging instrument match the terms of the hedged item. In

addition, a quantitative effectiveness test is performed for all hedges which could include regression analysis, dollar offset and/or sensitivity analysis.

Retrospective testing is also performed to determine whether the hedge relationship remains highly effective so that hedge accounting can continue to be applied

and also to determine any ineffectiveness. These tests are performed using regression analysis and the dollar offset method.

The following tables provide information regarding the determination of hedge effectiveness:

Change in

fair valueChange in

of hedgingvalue of theHedge

instrumenthedged itemHedgeineffectiveness

used forused forineffectivenessrecognised in

Consolidatedcalculatingcalculatingrecognised innon-interest

$m


Hedging instrument Hedged risk ineffectiveness ineffectiveness interest income income

Consolidated

2021

Fair value hedges


Interest rate swap Interest rate risk 957 (959) (2) n/a


Cross currency swap Interest rate risk(171)168(3)n/a

Cash flow hedges


Interest rate swap Interest rate risk 280 (321) (41) n/a


Cross currency swap FX risk14(14)-n/a

Net investment hedges


Forward contracts FX risk (199) 198 n/a (1)

Total


881 (928) (46) (1)

2020

Fair value hedges


Interest rate swap Interest rate risk 1,403 (1,372) 31 n/a


Cross currency swap Interest rate risk(110)108(2)n/a

Cash flow hedges


Interest rate swap Interest rate risk 230 (172) 58 n/a


Cross currency swap FX risk(49)49-n/a

Net investment hedges


Forward contracts FX risk 9 (9) n/a -

Total


1,483 (1,396) 87 -

Parent Entity

2021

Fair value hedges


Interest rate swap Interest rate risk 683 (683) - n/a


Cross currency swap Interest rate risk(107)105(2)n/a

Cash flow hedges


Interest rate swap Interest rate risk 120 (160) (40) n/a


Cross currency swap FX risk4(4)-n/a

Net investment hedges


Forward contracts FX risk (41) 41 n/a -

Total


659 (701) (42) -

2020

Fair value hedges


Interest rate swap Interest rate risk 1,408 (1,377) 31 n/a


Cross currency swap Interest rate risk(73)72(1)n/a

Cash flow hedges


Interest rate swap Interest rate risk 200 (153) 47 n/a


Cross currency swap FX risk(31)31-n/a

Net investment hedges


Forward contracts FX risk 17 (17) n/a -

Total


1,521 (1,444) 77 -

62 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk

Financial instruments are fundamental to the Group’s business of providing banking and financial services. The associated financial risks (including credit risk,

funding and liquidity risk and market risk) are a significant proportion of the total risks faced by the Group.

This note details the financial risk management policies, practices and quantitative information of the Group’s principal financial risk exposures.

Note

IndexNote namenumber

OverviewRisk management frameworks21.1

Credit riskCredit risk ratings system21.2.1

The risk of financial loss where a customer or counterparty fails to meet their

financial obligations.

Credit risk mitigation, collateral and other credit enhancements21.2.2

Credit risk concentrations21.2.3

Credit quality of financial assets21.2.4

Non-performing loans and credit commitments21.2.5

Collateral held21.2.6

Funding and liquidity riskLiquidity modelling21.3.1

The risk that Westpac cannot meet its payment obligations or that it does not have

the appropriate amount, tenor and composition of funding and liquidity to support its

assets.

Sources of funding21.3.2

Assets pledged as collateral21.3.3

Contractual maturity of financial liabilities21.3.4

Expected maturity21.3.5

Market riskValue-at-Risk (VaR)21.4.1

The risk of an adverse impact on earnings resulting from changes in market factors,

such as foreign exchange rates, interest rates, commodity prices or equity price.

Traded market risk21.4.2

Non-traded market risk21.4.3

IBOR reformBenchmark interest rate exposure21.5

21.1 Risk management frameworks

The Board is responsible for approving the Westpac Group Risk Management Framework, Westpac Group Risk Management Strategy and Westpac Group Risk

Appetite Statement and for monitoring the effectiveness of risk management by the Westpac Group. The Board has delegated to the Board Risk Committee

(BRiskC) responsibility to:

●review and recommend the Westpac Group Risk Management Framework, Westpac Group Risk Management Strategy and Westpac Group Risk Appetite

Statement to the Board for approval;

●review and monitor the risk profile and controls of the Group consistent with Westpac Group’s Risk Appetite Statement;

●approve frameworks, policies and processes for managing risk (consistent with the Westpac Group Risk Management Strategy and Westpac Group Risk

Appetite Statement); and

●review and, where appropriate, approve risks beyond the approval discretion provided to management.

The Board Legal, Regulatory & Compliance Committee (BLRCC) is a sub-committee of the BRiskC. The BLRCC oversees material legal and regulatory change

relevant to the Westpac Group. In addition it oversees management of material litigation and regulatory investigations, compliance, conduct risk, financial crime

risk and customer remediation activities and customer complaints. The BLRCC also reviews and approves the Compliance and Conduct Risk Management

Framework and the Financial Crime Risk Management Framework.

For each of its primary financial risks, the Group maintains risk management frameworks and a number of supporting policies that define roles and responsibilities,

acceptable practices, limits and key controls:

WESTPAC GROUP 2021 ANNUAL REPORT 63
Notes to the financial statements

Notes 21. Financial risk (continued)

RiskRisk management framework and controls

Credit risk

● The Credit Risk Management Framework describes the principles, methodologies, systems, roles and responsibilities, reports and key controls for managing

credit risk.

● The BRiskC, Westpac Group Executive Risk Committee (RISKCO) and Westpac Group Credit Risk Committee (CREDCO) monitor the risk profile,

performance and management of the Group’s credit portfolio and the development and review of key credit risk policies.

● The Credit Risk Rating System Policy describes the credit risk rating system philosophy, design, key features and uses of rating outcomes.

● All models materially impacting the risk rating process are periodically reviewed in accordance with Westpac’s model risk policies.

● An annual review is performed of the Credit Risk Rating System by the BRiskC and CREDCO.

● Specific credit risk estimates (including PD, LGD and EAD levels) are overseen, reviewed annually and supported by the Credit Risk Estimates Committee (a

subcommittee of CREDCO) prior to approval under delegated authority from the Chief Risk Officer.

● In determining the provision for ECL, the forward-looking economic inputs and the probability weightings of the forward-looking scenarios as well as any

adjustments made to the modelled outcomes are subject to the approval of the Group Chief Financial Officer and the Chief Risk Officer with oversight from

the Board of Directors (and its Committees).

● Policies for the delegation of credit approval authorities and formal limits for the extension of credit are established throughout the Group.

● Credit manuals are established throughout the Group including policies governing the origination, evaluation, approval, documentation, settlement and

ongoing management of credit risks.

● Climate change related credit risks are considered in line with our Climate Change Position Statement (CCPS). Climate change risks are managed in

accordance with the Group's risk framework which is supported by the Sustainability Risk Management Framework (SRMF), Group Environmental, Social and

Governance (ESG) Credit Risk Policy and Board Risk Appetite Statements (RAS). Where appropriate, these are applied at the portfolio, customer and

transaction level.

● The Climate Change Financial Risk Committee oversees work to identify and manage the potential impact on credit exposures from climate change-related

transition and physical risks across the Group and reports to CREDCO.

● The Group's ESG Credit Risk Policy details the Group's overall approach to managing ESG risks in the credit risk process for applicable transactions.

● Sector policies guide credit extension where industry-specific guidelines are considered necessary (e.g. acceptable financial ratios or permitted collateral).

● The Related Entity Risk Management Framework and supporting policies govern credit exposures to related entities, to minimise the spread of credit risk

between Group entities and to comply with prudential requirements prescribed by APRA.

64 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Notes 21. Financial risk (continued)

RiskRisk management framework and controls

Funding and


liquidity risk

● Funding and liquidity risk is measured and managed in accordance with the policies and processes defined in the Board-approved Liquidity Risk Management

Framework which is part of the Westpac Board-approved Risk Management Strategy.

● Responsibility for managing Westpac's liquidity and funding positions in accordance with the Liquidity Risk Management Framework is delegated to Treasury,

under the oversight of Group ALCO and Treasury Risk.

● Westpac's Liquidity Risk Management Framework sets out Westpac's funding and liquidity risk appetite, roles and responsibilities of key people managing

funding and liquidity risk within Westpac, risk reporting and control processes and limits and targets used to manage Westpac's balance sheet.

● Treasury undertakes an annual funding review that outlines Westpac's balance sheet funding strategy over a three year period. This review encompasses

trends in global markets, peer analysis, wholesale funding capacity, expected funding requirements and a funding risk analysis. This strategy is continuously

reviewed to take account of changing market conditions, investor sentiment and estimations of asset and liability growth rates.

● Westpac monitors the composition and stability of its funding so that it remains within Westpac's funding risk appetite. This includes compliance with both the

Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR).

● Westpac holds a portfolio of liquid assets for several purposes, including as a buffer against unforeseen funding requirements. The level of liquid assets held

takes into account the liquidity requirements of Westpac's balance sheet under normal and stress conditions.

● Treasury maintains a contingent funding plan that outlines the steps that should be taken by Westpac in the event of an emerging 'funding crisis'. The plan is

aligned with Westpac's broader Liquidity Crisis Management Policy which is approved annually by the Board.

● Daily liquidity risk reports are reviewed by the Group's Treasury and Treasury Risk teams. Liquidity reports are presented to Group ALCO monthly and to the

Board quarterly.

Market risk

● The Market Risk Framework describes the Group's approach to managing traded and non- traded market risk.

● Traded market risk includes interest rate, FX, commodity, equity price, credit spread and volatility risks. Non-traded market risk includes interest rate and

credit spread risks.

● Market risk is managed using VaR limits, Net interest income at risk (NaR) and structural risk limits (including credit spread and interest rate basis point value

limits) as well as scenario analysis and stress testing.

● The BRiskC approves the risk appetite for traded and non-traded risks through the use of VaR, NaR and specific structural risk limits. This includes separate

VaR sub-limits for the trading activities of Financial Markets and Treasury and for non-traded ALM activities.

● Market risk limits are assigned to business management based upon the Bank's risk appetite and business strategies in addition to the consideration of

market liquidity and concentration.

● Market risk positions are managed by the trading desks and ALM unit consistent with their delegated authorities and the nature and scale of the market risks

involved.

● Daily monitoring of current exposure and limit utilisation is conducted independently by the Market Risk and Treasury Risk units, which monitor market risk

exposures against VaR and structural risk limits. Daily VaR position reports are produced by risk type, by product lines and by geographic region. Quarterly

reports are produced for the Westpac Group Market Risk Committee (MARCO), RISKCO and the BRiskC.

● Daily stress testing and backtesting of VaR results are performed to support model integrity and to analyse extreme or unexpected movements. A review of

the potential profit and loss outcomes is also undertaken to monitor any skew created by the historical data. MARCO has ratified an approved escalation

framework.

● The BRiskC has approved a framework for profit or loss escalation which considers both single day and 20 day cumulative results.

● Treasury's ALM unit is responsible for managing the non-traded interest rate risk including risk mitigation through hedging using derivatives. This is overseen

by the Treasury Risk unit and reviewed by Banking Book Risk Committee (BBRC), MARCO, RISKCO and BRiskC.

WESTPAC GROUP 2021 ANNUAL REPORT 65
Notes to the financial statements

Notes 21. Financial risk (continued)

21.2 Credit Risk

21.2.1 Credit risk ratings system

The principal objective of the credit risk rating system is to assess the credit risk to which the Group is exposed. The Group has two main approaches to this

assessment.

Transaction-managed customers

Transaction managed customers are generally customers with business lending exposures. They are individually assigned a Customer Risk Grade (CRG),

corresponding to their expected PD. Each facility is assigned an LGD. The Group’s risk rating system has a tiered scale of risk grades for both non-defaulted

customers and defaulted customers. Non-defaulted CRGs are mapped to Moody’s and S&P Global Ratings (S&P) external senior unsecured ratings.

The table below shows Westpac’s high level CRGs for transaction-managed portfolios mapped to the Group’s credit quality disclosure categories and to their

corresponding external rating.

Transaction-managed

Financial statement disclosureWestpac CRGMoody’s RatingS&P Rating

StrongAAaa – Aa3AAA – AA–

BA1 – A3A+ – A–

CBaa1 – Baa3BBB+ – BBB–

Good/satisfactoryDBa1 – B1BB+ – B+

Westpac Rating

WeakEWatchlist

FSpecial Mention

Weak/default/non-performingGSubstandard/Default

HDefault

Program-managed portfolio

The program-managed portfolio generally includes retail products including mortgages, personal lending (including credit cards) as well as certain SME lending.

These customers are grouped into pools of similar risk. Pools are created by analysing similar risk characteristics that have historically predicted that an account is

likely to go into default. Customers grouped according to these predictive characteristics are assigned a PD and LGD relative to their pool. The credit quality of

these pools is based on a combination of behavioural factors, delinquency trends, PD estimates and loan to valuation ratio (housing loans only).

66 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

21.2.2 Credit risk mitigation, collateral and other credit enhancements

Westpac uses a variety of techniques to reduce the credit risk arising from its lending activities. This includes the Group establishing that it has direct, irrevocable

and unconditional recourse to collateral and other credit enhancements through obtaining legally enforceable documentation.

Collateral

The table below describes the nature of collateral or security held for each relevant class of financial asset.

Loans – housing and personal

1

Housing loans are secured by a mortgage over property and additional security may take the form of guarantees

and deposits.

Personal lending (including credit cards and overdrafts) is predominantly unsecured. Where security is taken, it is

restricted to eligible motor vehicles, caravans, campers, motor homes and boats. Personal lending also includes

margin lending which is secured primarily by shares or managed funds.

Loans – business

1

Business loans may be secured, partially secured or unsecured. Security is typically taken by way of a mortgage

over property and/or a general security agreement over business assets or other assets.

Other security such as guarantees, standby letters of credit or derivative protection may also be taken as

collateral, if appropriate.

Trading securities, financial assets measured at

FVIS and derivatives

These exposures are carried at fair value which reflects the credit risk.

For trading securities, no collateral is sought directly from the issuer or counterparty; however this may be implicit

in the terms of the instrument (such as an asset-backed security). The terms of debt securities may

include collateralisation.

For derivatives, master netting agreements are typically used to enable the effects of derivative assets and

liabilities with the same counterparty to be offset when measuring these exposures. Additionally, collateralisation

agreements are also typically entered into with major institutional counterparties to avoid the potential build-up of

excessive mark-to-market positions. Derivative transactions are increasingly being cleared through central

clearers.

Management of risk mitigation

The Group mitigates credit risk through controls covering:

Collateral and valuation managementThe estimated realisable value of collateral held in support of loans is based on a combination of:

●formal valuations currently held for such collateral; and

●management’s assessment of the estimated realisable value of all collateral held.

This analysis also takes into consideration any other relevant knowledge available to management at the time.

Updated valuations are obtained when appropriate.

The Group revalues collateral related to financial markets positions on a daily basis and has formal processes in

place to promptly call for collateral top-ups, if required. These processes include margining for non-centrally

cleared customer derivatives as regulated by Australian Prudential Standard CPS226. The collateralisation

arrangements are documented via the Credit Support Annex of the ISDA dealing agreements and Global Master

Repurchase Agreements (GMRA) for repurchase transactions.

In relation to financial markets positions, Westpac only recognises collateral which is:

●cash, primarily in Australian dollars (AUD), New Zealand dollars (NZD), US dollars (USD), Canadian dollars

(CAD), British pounds (GBP) or European Union euro (EUR);

●bonds issued by Australian Commonwealth, State and Territory governments or their Public Sector

Enterprises, provided these attract a zero risk-weighting under Australian Prudential Standard (APS) 112;

●securities issued by other sovereign governments and supranationals as approved by an authorised credit

officer; or

●protection bought via credit-linked notes (provided the proceeds are invested in cash or other eligible

collateral).

1.This includes collateral held in relation to associated credit commitments.

WESTPAC GROUP 2021 ANNUAL REPORT 67
Notes to the financial statements

Note 21. Financial risk (continued)

Other credit enhancementsThe Group only recognises guarantees, standby letters of credit, or credit derivative protection from the following

entities (provided they are not related to the entity with which Westpac has a credit exposure):

●Sovereign;

●Australia and New Zealand public sector;

●ADIs and overseas banks with a minimum risk grade equivalent of A3 / A–; and

●Others with a minimum risk grade equivalent of A3 / A–.

Credit Portfolio Management (CPM) manages the Group’s corporate, sovereign and bank credit portfolios through

monitoring the exposure and any offsetting hedge positions.

CPM purchases credit protection from entities meeting the criteria above and sells credit protection to diversify

the Group’s credit risk.

OffsettingCreditworthy customers domiciled in Australia and New Zealand may enter into formal agreements with the

Group, permitting the Group to set-off gross credit and debit balances in their nominated accounts. Cross-border

set-offs are not permitted.

Close-out netting is undertaken with counterparties with whom the Group has entered into a legally enforceable

master netting agreement for their off-balance sheet financial market transactions in the event of default.

Further details of offsetting are provided in Note 23.

Central clearingThe Group executes derivative transactions through central clearing counterparties. Central clearing

counterparties mitigate risk through stringent membership requirements, the collection of margin against all trades

placed, the default fund, and an explicitly defined order of priority of payments in the event of default.

21.2.3 Credit risk concentrations

Credit risk is concentrated when a number of counterparties are engaged in similar activities, have similar economic characteristics and thus may be similarly

affected by changes in economic or other conditions.

The Group monitors its credit portfolio to manage risk concentrations and rebalance the portfolio.

Individual customers or groups of related customers

The Group has large exposure limits governing the aggregate size of credit exposure normally acceptable to individual customers and groups of related

customers. These limits are tiered by customer risk grade.

Specific industries

Exposures to businesses, governments and other financial institutions are classified into a number of industry clusters based on related Australian and New

Zealand Standard Industrial Classification (ANZSIC) codes and are monitored against the Group’s industry risk appetite limits.

Individual countries

The Group has limits governing risks related to individual countries, such as political situations, government policies and economic conditions that may adversely

affect either a customer’s ability to meet its obligations to the Group, or the Group’s ability to realise its assets in a particular country.

Maximum exposure to credit risk

The maximum exposure to credit risk (excluding collateral received) is represented by the carrying amount of on-balance sheet financial assets (which comprise

cash and balances with central banks, collateral paid, trading securities and financial assets measured at FVIS, derivative financial instruments, investment

securities, loans, other financial assets and certain balances included in assets held for sale) and undrawn credit commitments.

The following tables set out the credit risk concentrations to which the Group and the Parent Entity are exposed for on-balance sheet financial assets and for

undrawn credit commitments.

Life insurance assets are excluded as primarily the credit risk is passed on to the policyholder and backed by the policyholder liabilities.

The balances for trading securities and financial assets measured at FVIS and investment securities exclude equity securities as the primary financial risk is not

credit risk.

68 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

The credit concentrations for each significant class of financial asset are:

Trading securities and

financial assets

measured at FVIS

(Note 10)

●42% (2020: 64%) were issued by financial institutions for the Group; 44% (2020: 67%) for the Parent Entity.

●53% (2020: 33%) were issued by government or semi-government authorities for the Group; 52% (2020: 31%) for the Parent Entity.

●67% (2020: 79%) were held in Australia by the Group; 74% (2020: 84%) by the Parent Entity.

Investment securities

(Note 11)

●18% (2020: 18%) were issued by financial institutions for the Group; 19% (2020: 18%) for the Parent Entity.

●81% (2020: 82%) were issued by government or semi-government authorities for the Group; 81% (2020: 82%) for the Parent Entity.

●92% (2020: 92%) were held in Australia by the Group; 99% (2020: 98%) by the Parent Entity.

Loans (Note 12)●The table below provides a detailed breakdown of loans by industry and geographic classification.

Derivative financial

instruments (Note 20)

●78% (2020: 68%) were issued by financial institutions for both the Group and Parent Entity.

●80% (2020: 76%) were held in Australia by the Group; 81% (2020: 78%) by the Parent Entity.

WESTPAC GROUP 2021 ANNUAL REPORT 69
Notes to the financial statements

Note 21. Financial risk (continued)

20212020

Total allUndrawnTotal allUndrawn

other oncreditother oncredit

Consolidatedbalancecommit-balancecommit-

$m Loanssheet ments Total Loanssheet ments Total

Australia

Accommodation, cafes and restaurants7,658131,2948,965 7,933231,2259,181

Agriculture, forestry and fishing10,501322,36712,900 10,116432,21912,378

Construction6,214163,7189,948 6,711153,64310,369

Finance and insurance16,02686,4129,664112,102 13,34868,1548,95490,456

Government, administration and defence95772,3431,32774,627 73079,4521,58881,770

Manufacturing8,0675706,35114,988 8,4937556,47715,725

Mining3,0031583,5276,688 2,9754273,7357,137

Property45,64543512,79258,872 44,46867110,86956,008

Property services and business services11,2481006,54417,892 12,5621507,01919,731

Services9,9184378,05818,413 11,6752477,59519,517

Trade13,1651,1719,53523,871 13,26836510,17123,804

Transport and storage7,6817775,73414,192 8,2181,1745,13614,528

Utilities5,4459375,20611,588 4,9621,4064,91811,286

Retail lending467,21848186,570554,269 454,43355384,454539,440

Other6,0488212,1609,029 5,7061,1612,4919,358

Total Australia618,794164,703164,847948,344 605,598154,596160,494920,688

New Zealand

Accommodation, cafes and restaurants389149439 388151440

Agriculture, forestry and fishing9,3712972410,124 9,101576329,790

Construction4382481921 5098429946

Finance and insurance3,34413,7871,98419,115 3,4279,2741,78214,483

Government, administration and defence1456,9197677,831 947,7398658,698

Manufacturing1,608801,5253,213 1,6891151,7823,586

Mining202353258 203597305

Property6,8406251,2398,704 6,6677669778,410

Property services and business services1,052405781,670 951827121,745

Services1,683241,1052,812 2,119498533,021

Trade2,172321,3683,572 1,949761,5103,535

Transport and storage1,1291299192,177 1,176738712,120

Utilities1,3414351,5993,375 1,3035061,6813,490

Retail lending59,3415313,24972,643 52,5846112,59665,241

Other19245179416 19014182386

Total New Zealand89,24722,20425,819137,270 82,35018,82625,020126,196

Other overseas

Accommodation, cafes and restaurants116-9125 118-10128

Agriculture, forestry and fishing10-212 124-5129

Construction51-111162 51-118169

Finance and insurance1,40216,1062,19219,700 2,29816,8962,24321,437

Government, administration and defence13,316-3,317 204,767184,805

Manufacturing580-2,7453,325 1,877313,4435,351

Mining339-8051,144 336161,1941,546

Property363-29392 416-27443

Property services and business services946414971,484 1,5451077902,442

Services401756797 218-698916

Trade1,13011,9113,042 1,55321,9313,486

Transport and storage50411237752 732232761,031

Utilities413-74487 95026151,567

Retail lending407229438 457232491

Other3012928187 1811127156

Total other overseas6,33219,6079,42535,364 10,71321,95711,42744,097

Total gross credit risk714,373206,514200,0911,120,978 698,661195,379196,9411,090,981

70 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

20212020

Total allUndrawnTotal allUndrawn

other oncreditother oncredit

Parent Entitybalancecommit-balancecommit-

$m Loanssheet ments Total Loanssheet ments Total

Australia

Accommodation, cafes and restaurants7,613131,2948,920 7,857231,2259,105

Agriculture, forestry and fishing10,446322,36712,845 10,058432,21912,320

Construction5,757163,7189,491 6,199143,6439,856

Finance and insurance15,969244,4409,664270,073 13,290231,4688,954253,712

Government, administration and defence95472,3431,32774,624 70979,4571,58881,754

Manufacturing7,9135706,35114,834 8,2827556,47715,514

Mining2,9791573,5276,663 2,9554263,7357,116

Property45,59843512,79258,825 44,46867110,86856,007

Property services and business services10,8151006,54417,459 11,8431497,01919,011

Services9,6774378,05818,172 11,3342477,59519,176

Trade12,9971,1719,53523,703 13,05836710,17123,596

Transport and storage7,3947755,73413,903 7,8701,1745,13614,180

Utilities5,4229375,20611,565 4,9381,4044,91811,260

Retail lending467,15347886,558554,189 454,25954984,437539,245

Other5,5565952,1578,308 5,0986332,4898,220

Total Australia616,243322,499164,8321,103,574 602,218317,380160,4741,080,072

New Zealand

Accommodation, cafes and restaurants---- --11

Agriculture, forestry and fishing616426 444452

Construction213437 473546

Finance and insurance-8,4131058,518 -8,1731358,308

Government, administration and defence-1,60571,612 -1,74381,751

Manufacturing678064211 7011451235

Mining-3-3 -5-5

Property-112-112 1101-102

Property services and business services10391665 78116104

Services-22123 -46-46

Trade29830159487 26374157494

Transport and storage1265380 57167143

Utilities-30580385 -49283575

Retail lending-1-1 --11

Other-112 -2-2

Total New Zealand38410,65452411,562 35410,95355811,865

Other overseas

Accommodation, cafes and restaurants74-983 81-1091

Agriculture, forestry and fishing2-13 114-1115

Construction45-110155 46-114160

Finance and insurance1,39917,1452,17120,715 2,29518,2902,21722,802

Government, administration and defence12,464-2,465 203,882183,920

Manufacturing576-2,6873,263 1,875303,3845,289

Mining319-8021,121 314161,1341,464

Property180-11191 209-10219

Property services and business services886414951,422 1,4781077862,371

Services19-754773 196-695891

Trade1,01611,7612,778 1,41521,7543,171

Transport and storage43611230677 64223268933

Utilities390-53443 89425111,407

Retail lending324-28352 359-31390

Other2112813162 711114132

Total other overseas5,68819,7909,12534,603 9,94522,46310,94743,355

Total gross credit risk622,315352,943174,4811,149,739 612,517350,796171,9791,135,292

WESTPAC GROUP 2021 ANNUAL REPORT 71
Notes to the financial statements

Note 21. Financial risk (continued)

21.2.4 Credit quality of financial assets

Credit quality disclosures

1

The following tables show the credit quality of gross credit risk exposures measured at amortised cost or at FVOCI to which the impairment requirements apply.

The credit quality is determined by reference to the credit risk ratings system (refer to Note 21.2.1) and expectations of future economic conditions under multiple

scenarios.

Consolidated 2021 2020

$m Stage 1 Stage 2 Stage 3 Total

1

Stage 1 Stage 2 Stage 3 Total

1

Loans - housing

Strong 398,04321,165-419,208 382,8926,629-389,521

Good/satisfactory 55,63117,851-73,482 62,32420,603-82,927

Weak 3,24512,6595,46121,365 4,1228,2587,64320,023

Total loans - housing 456,91951,6755,461514,055 449,33835,4907,643492,471

Loans - personal

Strong 4,60869-4,677 4,768146-4,914

Good/satisfactory 8,7801,327-10,107 10,6071,515-12,122

Weak 3105392861,135 4046313811,416

Total loans - personal 13,6981,93528615,919 15,7792,29238118,452

Loans - business

Strong 71,336446-71,782 65,0912,063-67,154

Good/satisfactory 93,45710,674-104,131 94,04616,091-110,137

Weak 1754,5623,7498,486 1807,2003,06710,447

Total loans - business 164,96815,6823,749184,399 159,31725,3543,067187,738

Debt securities

Strong 82,536--82,536 90,461365-90,826

Good/satisfactory -48-48 ----

Weak -559-559 -587-587

Total debt securities

2

82,536607-83,143 90,461952-91,413

Assets held for sale

Strong206--206----

Good/satisfactory78656-842----

Weak--------

Total assets held for sale99256-1,048----

All other financial assets

Strong 81,563--81,563 39,871--39,871

Good/satisfactory 386--386 470--470

Weak 30--30 40--40

Total all other financial assets 81,979--81,979 40,381--40,381

Undrawn credit commitments

Strong 153,7121,546-155,258 149,7782,384-152,162

Good/satisfactory 38,3775,119-43,496 38,1214,713-42,834

Weak1309332741,3371171,6082201,945

Total undrawn credit commitments

3

192,2197,598274200,091188,0168,705220196,941

Total strong792,00423,226-815,230732,86111,587-744,448

Total good/satisfactory 197,41735,075-232,492 205,56842,922-248,490

Total weak 3,89019,2529,77032,912 4,86318,28411,31134,458

Total on and off-balance sheet 993,31177,5539,7701,080,634 943,29272,79311,3111,027,396

1.This credit quality disclosure differs to that of credit risk concentration as it relates only to financial assets measured at amortised cost or at FVOCI and therefore excludes trading securities

and financial assets measured at FVIS, and derivative financial instruments.

2.Debt securities included $938 million (2020: $1,011 million) at amortised cost. $331 million (2020: $424 million) of these are classified as strong, $48 million (2020: nil) were classified as

good/satisfactory and $559 million (2020: $587 million) are classified as weak.

3.Includes credit commitments on held for sale assets of $828 million (2020: nil).

72 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

Details of collateral held in support of these balances are provided in Note 21.2.6.

Parent Entity20212020

$m Stage 1 Stage 2 Stage 3 Total

1

Stage 1 Stage 2 Stage 3 Total

1

Loans - housing

Strong


352,163 19,540 - 371,703 345,662 5,805 - 351,467

Good/satisfactory


47,301 16,725 - 64,026 54,065 19,001 - 73,066

Weak


2,925 12,186 5,064 20,175 3,066 6,467 7,195 16,728

Total loans - housing


402,389 48,451 5,064 455,904 402,793 31,273 7,195 441,261

Loans - personal



Strong


4,204 42 - 4,246 4,292 135 - 4,427

Good/satisfactory


8,386 1,178 - 9,564 10,071 1,376 - 11,447

Weak


231 400 258 889 294 449 329 1,072

Total loans - personal


12,821 1,620 258 14,699 14,657 1,960 329 16,946

Loans - business



Strong


59,224 393 - 59,617 53,321 1,761 - 55,082

Good/satisfactory


77,251 7,798 - 85,049 77,330 13,275 - 90,605

Weak


142 3,496 3,408 7,046 135 5,899 2,589 8,623

Total loans - business


136,617 11,687 3,408 151,712 130,786 20,935 2,589 154,310

Debt securities



Strong


77,741 - - 77,741 85,434 324 - 85,758

Good/satisfactory


- 48 - 48 - - - -

Weak


- - - - - - - -

Total debt securities

2


77,741 48 - 77,789 85,434 324 - 85,758

Assets held for sale

Strong180--180----

Good/satisfactory78656-842----

Weak--------

Total assets held for sale96656-1,022----

All other financial assets



Strong


235,953 - - 235,953 204,239 - - 204,239

Good/satisfactory


273 - - 273 354 - - 354

Weak


26 - - 26 31 - - 31

Total all other financial assets


236,252 - - 236,252 204,624 - - 204,624

Undrawn credit commitments



Strong


133,404 1,327 - 134,731 130,494 2,111 - 132,605

Good/satisfactory


34,365 4,242 - 38,607 33,552 4,117 - 37,669

Weak


97 796 250 1,143 99 1,426 180 1,705

Total undrawn credit commitments

3


167,866 6,365 250 174,481 164,145 7,654 180 171,979

Total strong


862,869 21,302 - 884,171 823,442 10,136 - 833,578

Total good/satisfactory


168,362 30,047 - 198,409 175,372 37,769 - 213,141

Total weak


3,421 16,878 8,980 29,279 3,625 14,241 10,293 28,159

Total on and off-balance sheet


1,034,652 68,227 8,980 1,111,859 1,002,439 62,146 10,293 1,074,878

1.This credit quality disclosure differs to that of credit risk concentration as it relates only to financial assets measured at amortised cost or at FVOCI and therefore excludes trading securities

and financial assets measured at FVIS, and derivative financial instruments.

2.Debt securities included $50 million (2020: $3 million) at amortised cost. $2 million (2020: $3 million) of these are classified as strong, $48 million (2020: nil) were classified as

good/satisfactory.

3.Includes $0.8 billion (2020: nil) of undrawn credit commitments related to facilities classified as held for sale.

Details of collateral held in support of these balances are provided in Note 21.2.6.

WESTPAC GROUP 2021 ANNUAL REPORT 73
Notes to the financial statements

Note 21. Financial risk (continued)

21.2.5 Non-performing loans and credit commitments

The loans and credit commitments balance in Stage 3 (non-performing) is represented by those loans and credit commitments which are in default. A default

occurs when Westpac considered that the customer is unlikely to repay its credit obligations in full, irrespective of recourse by the Group to actions such as

realising security, or the customer is more than 90 days past due on any material credit obligation. This definition of default is aligned to the APRA regulatory

definition of default. These can be disaggregated into impaired loans and credit commitments (which is where the customer is unlikely to pay its credit obligations

in full including restructured loans) and items 90 days past due, or otherwise in default but not impaired.

Impaired loans and credit commitments include:

●housing and business loans with insufficient security to cover the principal and interest payments owing (aligned to an impaired internal credit risk grade);

●personal loans which are greater than 90 days past due; and

●restructured loans (the original contractual terms have been modified to provide for concessions for a customer facing financial difficulties).

Items 90 days past due, or otherwise in default but not impaired include:

●currently 90 days or more past due but well secured

1

;

●assets that were, but are no longer 90 days past due but are yet to satisfactorily demonstrate sustained improvement to allow reclassification; and

●other assets in default and not impaired, including those where an order for bankruptcy or similar legal action has been taken (e.g. appointment of an

Administrator or Receiver).

The determination of the provisions for ECL is one of the Group’s critical accounting assumptions and estimates. Details of this and the Group’s accounting policy

for the provision for ECL are discussed in Notes 6 and 13, along with the total provisions for ECL on loans and credit commitments and the total for those loans

that are considered non-performing (i.e. Stage 3).

The gross amount of impaired exposures, along with the provisions for ECL is summarised in the following table:

Consolidated

$m


2021 2020

Total impaired exposures



Gross exposures:



Australia


1,868 2,231

New Zealand


148 193

Other overseas


126 355

Total gross exposures


2,142 2,779

Provision:



Australia


(1,009) (900)

New Zealand


(85) (96)

Other overseas


(72) (156)

Total provision


(1,166) (1,152)

Total net impaired exposures

2,3


976 1,627

1.The estimated net realisable value of security to which the Group has recourse is sufficient to cover all principal and interest.

2.Included restructured loans and credit commitments amounting to $18 million (2020: $16 million), with a related provision of $1 million (2020: $4 million).

3.Gross amount included $nil million of loans in assets held for sale (2020: nil), with undrawn credit commitments of $nil million (2020:nil). Provision includes $nil million in assets held for sale

(2020: nil) and nil in liabilities held for sale (2020: nil).

21.2.6 Collateral held

Loans

The Group analyses the coverage of the loan portfolio which is secured by the collateral that it holds. Coverage is measured as follows:

Coverage Secured loan to collateral value ratio

Fully securedLess than or equal to 100%

Partially securedGreater than 100% but not more than 150%

UnsecuredGreater than 150%, or no security held (e.g. can include credit cards, personal loans, and exposure to highly rated corporate entities)

74 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

The Group and the Parent Entity’s loan portfolio have the following coverage from collateral held:

20212020

Housing Personal BusinessAssets held Housing Personal Business

%loans

1

loans loansfor sale Total loans

1

loans loans Total

Performing loans

Consolidated

Fully secured100.09.966.25.989.2 100.08.062.887.6

Partially secured-31.215.692.54.8 -32.518.95.9

Unsecured-58.918.21.66.0 -59.518.36.5

Total100.0100.0100.0100.0100.0 100.0100.0100.0100.0

Parent Entity

Fully secured100.010.666.65.989.7 100.08.763.788.3

Partially secured-33.514.892.54.5 -34.617.75.4

Unsecured-55.918.61.65.8 -56.718.66.3

Total100.0100.0100.0100.0100.0 100.0100.0100.0100.0

Non-performing loans

Consolidated

Fully secured94.6-44.9-72.2 95.2-39.276.4

Partially secured5.445.721.9-13.1 4.849.430.713.5

Unsecured-54.333.2-14.7 -50.630.110.1

Total100.0100.0100.0-100.0 100.0100.0100.0100.0

Parent Entity

Fully secured94.7-47.1-73.3 95.2-44.179.0

Partially secured5.347.821.2-12.8 4.850.726.411.8

Unsecured-52.231.7-13.9 -49.329.59.2

Total100.0100.0100.0-100.0 100.0100.0100.0100.0

1.For the purpose of collateral classification, housing loans are classified as fully secured, unless they are non-performing in which case they may be classified as partially secured.

Details of the carrying value and associated provision for ECL are disclosed in Notes 12 and 13 respectively. The credit quality of loans is disclosed in Note 21.2.4.

Collateral held against financial assets other than loans

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Cash, primarily for derivatives2,3702,2522,1911,864

Securities under reverse repurchase agreements

2


2,916 20,501 2,744 20,501

Securities under derivatives and stock borrowing

2


9 32 9 32

Total other collateral held


5,295 22,785 4,944 22,397

2.Securities received as collateral are not recognised in the Group and Parent Entity’s balance sheet.

21.3 Funding and liquidity risk

21.3.1 Liquidity modelling

In managing liquidity for Westpac, Treasury utilises balance sheet forecasts and the maturity profile of Westpac’s wholesale funding portfolio to project liquidity

outcomes. Local liquidity limits are also used by Westpac in applicable jurisdictions to ensure liquidity is managed efficiently and prudently.

In addition, Westpac conducts regular stress testing to assess its ability to meet cash flow obligations under a range of market conditions and scenarios. These

scenarios inform liquidity limits and strategic planning.

WESTPAC GROUP 2021 ANNUAL REPORT 75
Notes to the financial statements

Note 21. Financial risk (continued)

21.3.2 Sources of funding

Sources of funding are regularly reviewed to maintain a wide diversification by currency, geography, product and term. Sources include, but are not limited to:

●deposits;

●debt issues;

●proceeds from sale of marketable securities;

●repurchase agreements with central banks;

●principal repayments on loans;

●interest income; and

●fee income.

Liquid assets

Treasury holds a portfolio of high-quality liquid assets as a buffer against unforeseen funding requirements. These assets are held in cash, or are otherwise

eligible for repurchase agreements with the Reserve Bank of Australia or another central bank and include Government, State Government and highly rated

investment grade securities. The level of liquid asset holdings is reviewed frequently and is consistent with both the requirements of the balance sheet and market

conditions.

A summary of the Group’s liquid asset holdings is as follows:

Consolidated

20212020

$m


Actual Average Actual Average

Cash


70,381 42,862 29,099 28,157

Trading securities and financial assets measured at FVIS


6,940 10,436 29,364 14,789

Investment securities83,03290,24891,09782,678

Loans

1


66,610 65,558 71,616 66,512

Other financial assets590282-468

Total liquid assets


227,553 209,386 221,176 192,604

1.Loans are self-originated AAA rated mortgage backed securities which are eligible for repurchase with the RBA and Reserve Bank of New Zealand.

Group’s funding composition

The Group monitors the composition and stability of its funding so that it remains within the Group's funding risk appetite. This includes compliance with both the

LCR and NSFR.

% 2021 2020

Customer deposits


65.0 65.0

Wholesale term funding with residual maturity greater than 12 months


15.6 15.7

Wholesale funding with a residual maturity less than 12 months


10.8 10.4

Securitisation


0.6 0.9

Equity


8.0 8.0

Group's total funding


100.0 100.0

Movements in the Group’s funding composition in 2021 included:

●Customer deposits accounted for 65.0% of the Group’s total funding (including equity) at 30 September 2021. Over the year, customer deposits increased by

$25 billion and fully funded the bank’s new lending growth. This saw an increase in the Group's customer deposit to loan ratio to 82% from 80% at 30

September 2020;

●Long-term funding with a residual maturity greater than 12 months accounted for 15.6% of the Group’s total funding at 30 September 2021.The Group raised

$34.6 billion of long term wholesale funding over the year, including $12 billion drawn down from the TFF prior to the end of the facility on 30 June 2021. In

line with the closure of the TFF, the Group also began returning to its more usual funding activities, accessing senior unsecured and covered bond markets in

the second half of the year. New long term funding during the year also included $3.5 billion in Additional Tier 1 and $6.2 billion in Tier 2 capital securities, the

latter contributing to the Group’s Total Loss Absorbing Capital (TLAC) requirements that become effective on 1 January 2024;

●As 30 September 2021, funding from securitisation accounted for 0.6% of total funding;

●Wholesale funding with a residual maturity less than 12 months accounted for 10.8% of the Group’s total funding at 30 September 2021. This portfolio,

including long term to short term scroll, had a weighted average maturity of 138 days.

●Funding from equity increased by $3.4 billion and accounted for 8.0% of total funding.

76 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

Borrowings and outstanding issuances from existing debt programs at 30 September 2021 can be found in Notes 16 to 19.

Term Funding Facility (TFF)

The TFF was introduced by the Reserve Bank of Australia in March 2020 to reinforce the benefits to the economy of a lower cash rate. The TFF provided low-cost

fixed rate funding to eligible Authorised Deposit-taking Institutions (ADIs) for a maximum of three years.

The TFF closed to new drawdowns on 30 June 2021, by which time Westpac had fully drawn its total available TFF allowance of $30 billion.

Term Lending Facility (TLF) and Funding for Lending Programme (FLP)

The Reserve Bank of New Zealand (RBNZ) has provided funding facilities as follows:

●In December 2020, the RBNZ announced an extension of its TLF to 28 July 2021. The TLF offers loans to New Zealand Bank for a fixed term of five years at

the rate of the Official Cash Rate (OCR) with access to the funds linked to banks’ lending under the Scheme. As at 30 September 2021, the Group had drawn

down $0.1 billion

1

.

●On 11 November 2020, the RBNZ announced a stimulus through FLP commencing in December 2020. The FLP provides funding to New Zealand banks at

the prevailing OCR for a term of three years which must be secured by high quality collateral. The size of the funding available under the FLP includes an

initial allocation of 4% of each bank’s eligible loans. A conditional additional allocation of up to 2% of eligible loans is also available, subject to growth in

eligible loans, for a total size of up to 6% of eligible loans, which equates to $4.8 billion1 for Westpac New Zealand Limited. As at 30 September 2021, the

Group had drawn down $1.9 billion

1

.

Credit ratings

As at 30 September 2021 the Parent Entity’s credit ratings were:

2021 Short-term Long-term Outlook

Fitch Ratings


F1A+Stable

Moody’s Investors Service


P-1Aa3Stable

S&P Global Ratings


A-1+AA-Stable

21.3.3 Assets pledged as collateral

The Group and Parent Entity are required to provide collateral (predominantly to other financial institutions), as part of standard terms, to secure liabilities. In

addition to assets supporting securitisation and covered bond programs disclosed in Note 24, the carrying value of these financial assets pledged as collateral is:

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Cash4,2294,7624,0524,625

Cash deposit on stock borrowed


3 16 3 16

Securities (including certificates of deposit)


1,800 1,693 1,800 1,693

Securities pledged under repurchase agreements


52,213 36,727 49,262 36,727

Total amount pledged to secure liabilities


58,245 43,198 55,117 43,061

21.3.4 Contractual maturity of financial liabilities

The following tables present cash flows associated with financial liabilities, payable at the balance sheet date, by remaining contractual maturity. The amounts

disclosed in the table are the future contractual undiscounted cash flows, whereas the Group manages inherent liquidity risk based on expected cash flows.

Cash flows associated with financial liabilities include both principal payments as well as fixed or variable interest payments incorporated into the relevant coupon

period. Principal payments reflect the earliest contractual maturity date. Derivative liabilities designated for hedging purposes are expected to be held for their

remaining contractual lives, and reflect gross cash flows over the remaining contractual term.

Derivatives held for trading and certain liabilities classified in “Other financial liabilities” which are measured at FVIS are not managed for liquidity purposes on the

basis of their contractual maturity, and accordingly these liabilities are presented in the up to 1 month column. Only the liabilities that the Group manages based on

their contractual maturity are presented on a contractual undiscounted basis in the following tables.

1.Translated using spot NZD/AUD exchange rate as at 30 September 2021.

WESTPAC GROUP 2021 ANNUAL REPORT 77
Notes to the financial statements

Note 21. Financial risk (continued)

Consolidated Up to Over 1 month Over 3 months Over 1 year Over

$m1 monthto 3 monthsto 1 yearto 5 years5 yearsTotal

2021



Financial liabilities



Collateral received


2,368 - - - - 2,368

Deposits and other borrowings


482,084 58,731 80,350 6,369 67 627,601

Other financial liabilities


14,6211,2431,80331,870-49,537

Derivative financial instruments:


Held for trading


17,526 - - - - 17,526

Held for hedging purposes (net settled)


24 23 119 128 14 308

Held for hedging purposes (gross settled):


Cash outflow


2,933 88 1,361 2,572 2,669 9,623

Cash inflow


(2,874) (76) (1,201) (2,148) (2,577) (8,876)

Debt issues


2,370 3,661 38,821 65,465 25,828 136,145

Liabilities held for sale28----28

Total financial liabilities excluding loan capital


519,080 63,670 121,253 104,256 26,001 834,260

Loan capital


6 105 1,034 6,517 30,623 38,285

Total undiscounted financial liabilities


519,086 63,775 122,287 110,773 56,624 872,545

Total contingent liabilities and commitments


Letters of credit and guarantees


11,323 - - - - 11,323

Commitments to extend credit


188,768 - - - - 188,768

Total undiscounted contingent liabilities and commitments


200,091 - - - - 200,091

2020



Financial liabilities



Collateral received


2,251 - - - - 2,251

Deposits and other borrowings


432,005 67,944 86,421 10,408 63 596,841

Other financial liabilities


20,2751,1299418,065-39,563

Derivative financial instruments:


Held for trading


22,216 - - - - 22,216

Held for hedging purposes (net settled)


29 43 179 379 22 652

Held for hedging purposes (gross settled):


Cash outflow


204 5,645 1,785 1,704 - 9,338

Cash inflow


(200) (5,595) (1,709) (1,651) - (9,155)

Debt issues


6,920 11,264 32,715 79,797 25,623 156,319

Total financial liabilities excluding loan capital


483,700 80,430 119,485 108,702 25,708 818,025

Loan capital


1 68 387 6,665 21,410 28,531

Total undiscounted financial liabilities


483,701 80,498 119,872 115,367 47,118 846,556

Total contingent liabilities and commitments


Letters of credit and guarantees


12,610 - - - - 12,610

Commitments to extend credit


184,064 - - - - 184,064

Other commitments


267 - - - - 267

Total undiscounted contingent liabilities and commitments


196,941 - - - - 196,941

78 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

Parent Entity Up to Over 1 month Over 3 months Over 1 year Over

$m1 monthto 3 monthsto 1 yearto 5 years5 yearsTotal

2021



Financial liabilities



Collateral received


2,189 - - - - 2,189

Deposits and other borrowings


430,949 48,187 66,438 4,966 67 550,607

Other financial liabilities13,6891,2431,71229,961-46,605

Derivative financial instruments:


Held for trading


17,597 - - - - 17,597

Held for hedging purposes (net settled)


17 17 106 104 14 258

Held for hedging purposes (gross settled):



Cash outflow


105 67 11 577 - 760

Cash inflow


(103) (65) (3) (520) - (691)

Debt issues


1,543 2,593 32,270 55,824 22,900 115,130

Due to subsidiaries


23,412 964 3,702 15,347 157,506 200,931

Liabilities held for sale3----3

Total financial liabilities excluding loan capital


489,401 53,006 104,236 106,259 180,487 933,389

Loan capital


6 105 1,034 6,517 30,623 38,285

Total undiscounted financial liabilities


489,407 53,111 105,270 112,776 211,110 971,674

Total contingent liabilities and commitments


Letters of credit and guarantees


10,796 - - - - 10,796

Commitments to extend credit


163,685 - - - - 163,685

Total undiscounted contingent liabilities and commitments


174,481 - - - - 174,481

2020



Financial liabilities



Collateral received


1,863 - - - - 1,863

Deposits and other borrowings


389,498 57,543 71,368 8,466 63 526,938

Other financial liabilities19,7041,1299418,065-38,992

Derivative financial instruments:


Held for trading


22,268 - - - - 22,268

Held for hedging purposes (net settled)


21 28 137 277 22 485

Held for hedging purposes (gross settled):



Cash outflow


7 2,110 9 455 - 2,581

Cash inflow


(7) (2,088) (21) (437) - (2,553)

Debt issues6,596 10,915 24,980 66,305 24,370 133,166

Due to subsidiaries


18,610 934 4,390 18,529 171,240 213,703

Total financial liabilities excluding loan capital


458,560 70,571 100,957 111,660 195,695 937,443

Loan capital


1 68 387 6,665 21,410 28,531

Total undiscounted financial liabilities


458,561 70,639 101,344 118,325 217,105 965,974

Total contingent liabilities and commitments


Letters of credit and guarantees


12,069 - - - - 12,069

Commitments to extend credit


159,644 - - - - 159,644

Other commitments


266 - - - - 266

Total undiscounted contingent liabilities and commitments


171,979 - - - - 171,979

WESTPAC GROUP 2021 ANNUAL REPORT 79
Notes to the financial statements

Note 21. Financial risk (continued)

21.3.5 Expected maturity

The following tables present the balance sheet based on expected maturity dates. The liability balances in the following tables will not agree to the contractual

maturity tables (Note 21.3.4) due to the analysis below being based on expected rather than contractual maturities, the impact of discounting and the exclusion of

interest accruals beyond the reporting period. Included in the following tables are equity securities classified as trading securities, investment securities and life

insurance assets that have no specific maturity. These assets have been classified based on the expected period of disposal. Deposits are presented in the

following table on a contractual basis, however as part of our normal banking operations, the Group would expect a large proportion of these balances to be

retained.

20212020

Consolidated Due withinGreater thanDue within Greater than

$m 12 months 12 months Total 12 months 12 months Total

Assets



Cash and balances with central banks


71,353-71,35330,129-30,129

Collateral paid


4,232-4,2324,778-4,778

Trading securities and financial assets measured at FVIS


14,0107,09121,10132,5918,07640,667

Derivative financial instruments9,9559,39819,35313,5839,78423,367

Investment securities8,06475,35383,4176,82484,71591,539

Loans (net of provisions)


84,187625,597709,78490,856602,203693,059

Other financial assets


6,394-6,3945,474-5,474

Life insurance assets


---3,4501433,593

Investment in associates


-5858-6161

Assets held for sale4,188-4,188---

All other assets


1,36714,63015,9971,40017,87919,279

Total assets


203,750732,127935,877189,085722,861911,946

Liabilities


Collateral received


2,368-2,3682,250-2,250

Deposits and other borrowings


622,5054,450626,955584,0377,094591,131

Other financial liabilities


18,61031,69950,30922,86118,06440,925

Derivative financial instruments


9,9908,06918,05913,1579,89723,054

Debt issues


43,35685,423128,77949,070101,255150,325

Life insurance liabilities


---1,809(413)1,396

Liabilities held for sale837-837---

All other liabilities


3,5023,9097,4115,3955,44710,842

Total liabilities excluding loan capital


701,168133,550834,718678,579141,344819,923

Loan capital


3,07025,99729,0671,32322,62623,949

Total liabilities


704,238159,547863,785679,902163,970843,872

Net assets/(liabilities)


(500,488)572,58072,092(490,817)558,89168,074

80 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

20212020

Parent Entity Due withinGreater thanDue within Greater than

$m 12 months 12 months Total 12 months 12 months Total

Assets



Cash and balances with central banks


62,754-62,75425,436-25,436

Collateral paid


4,055-4,0554,641-4,641

Trading securities and financial assets measured at FVIS


11,8536,92618,77930,5507,48038,030

Derivative financial instruments9,5459,58219,12713,3499,44522,794

Investment securities6,67771,18677,8635,12080,70685,826

Loans (net of provisions)


63,725554,688618,41370,453537,371607,824

Other financial assets


5,486-5,4864,745-4,745

Due from subsidiaries


10,628164,718175,34610,420170,559180,979

Investment in subsidiaries-6,2876,287-6,4756,475

Investment in associates


-3434-5757

Assets held for sale1,015-1,015---

All other assets


59612,93413,53079615,19915,995

Total assets


176,334826,3551,002,689165,510827,292992,802

Liabilities


Collateral received


2,189-2,1891,862-1,862

Deposits and other borrowings


547,1013,086550,187516,3915,222521,613

Other financial liabilities


17,47329,79047,26322,09218,06440,156

Derivative financial instruments


9,8048,08517,88912,8059,97422,779

Debt issues


35,08473,126108,21040,88686,780127,666

Due to subsidiaries


25,053153,763178,81620,551165,712186,263

Liabilities held for sale10-10---

All other liabilities


2,8973,3626,2593,7704,9968,766

Total liabilities excluding loan capital


639,611271,212910,823618,357290,748909,105

Loan capital


3,07025,99729,0671,32322,62623,949

Total liabilities


642,681297,209939,890619,680313,374933,054

Net assets/(liabilities)


(466,347)529,14662,799(454,170)513,91859,748

21.4 Market risk

21.4.1 Value-at-Risk

The Group uses VaR as one of the mechanisms for controlling both traded and non-traded market risk.

VaR is a statistical estimate of the potential loss in earnings over a specified period of time and to a given level of confidence based on historical market

movements. The confidence level indicates the probability that the loss will not exceed the VaR estimate on any given day.

VaR seeks to take account of all material market variables that may cause a change in the value of the portfolio, including interest rates, FX rates, price changes,

volatility and the correlations between these variables. Daily monitoring of current exposure and limit utilisation is conducted independently by the Market Risk and

Treasury Risk units which monitor market risk exposures against VaR and structural concentration limits. These are supplemented by escalation triggers for

material profits or losses and stress testing of risks beyond the 99% confidence interval.

The key parameters of VaR are:

Holding period


1 day

Confidence level


99%

Period of historical data used


1 year

WESTPAC GROUP 2021 ANNUAL REPORT 81
Notes to the financial statements

Note 21. Financial risk (continued)

21.4.2 Traded market risk

The following table depicts the aggregate VaR, by risk type:

Consolidated and Parent Entity202120202019

$m High Low Average High Low Average High Low Average

Interest rate risk


28.7 5.1 12.9 25.5 7.0 14.6 14.9 6.6 10.9

FX risk


8.7 0.6 2.0 11.7 0.5 4.0 8.6 0.8 4.1

Equity risk


3.2 0.0 0.2 0.7 0.0 0.2 0.2 0.0 0.0

Commodity risk

1


7.9 0.4 1.2 3.4 0.6 1.9 42.0 1.7 8.2

Other market risks

2


23.8 1.6 10.3 32.9 2.4 14.6 5.5 2.0 3.5

Diversification effect


n/a n/a (8.7) n/a n/a (14.9) n/a n/a (12.3)

Net market risk


41.5 5.9 17.9 42.0 7.1 20.4 45.3 7.9 14.4

1.Includes electricity risk. Closure of the electricity business was completed in FY20.

2.Includes prepayment risk and credit spread risk (exposure to movements in generic credit rating bands).

21.4.3 Non-traded market risk

Non-traded market risk includes Interest Rate Risk in the Banking Book (IRRBB) – the risk to net interest income or the economic value on banking book items as

interest rates change.

Net interest income (NII) sensitivity is managed in terms of the NaR. A simulation model is used to calculate Westpac’s potential NaR. This combines the

underlying balance sheet data with assumptions about run-off and new business, expected repricing behaviour and changes in wholesale market interest rates. To

provide a series of potential future NII outcomes, simulations use a range of interest rate scenarios over one to three year time horizons. This includes 100 and

200 basis point shifts up and down from the current market yield curves in Australia and New Zealand. Additional stressed interest rate scenarios are also

considered and modelled.

A comparison between the NII outcomes from these modelled scenarios indicates the sensitivity to interest rate changes.

Net interest income-at-Risk (NaR)

The following table depicts potential NII outcomes assuming a worst case 100 basis point rate shock (up and down) with a 12 month time horizon (expressed as

a percentage of reported NII):

20212020

MaximumMinimumAverageMaximumMinimumAverage

% (increase)/decrease in NII As at exposure exposure exposure As at exposure exposure exposure

Consolidated


3.35 3.35 (0.12) 1.04 (0.27) 3.09 (1.22) (0.25)

Parent Entity2.86 2.86 (0.30) 0.51 (0.38) 2.35 (0.89) (0.10)

Value at Risk - IRRBB

The table below depicts VaR for IRRBB:

20212020

$m As at High Low Average As at High Low Average

Consolidated


63.7 224.3 59.7 127.8 202.4 219.7 31.0 126.7

As at 30 September 2021 the Value at Risk – IRRBB for the Parent Entity was $60 million (2020: $208 million).

Risk mitigation

IRRBB stems from the ordinary course of banking activities, including structural interest rate risk (the mismatch between the duration of assets and liabilities) and

capital management.

The Group hedges its exposure to such interest rate risk using derivatives. Further details on the Group’s hedge accounting are discussed in Note 20.

The same controls used to monitor traded market risk allow management to continuously monitor and manage IRRBB.

Structural FX risk

Structural FX risk results from the generation of foreign currency denominated earnings and from Westpac’s capital deployed in offshore branches and

subsidiaries, where it is denominated in currencies other than Australian dollars. As exchange rates move, the Australian dollar equivalent of offshore earnings

and capital is subject to change that could introduce significant variability to the Bank’s reported financial results and capital ratios. Note 20 includes details of the

Group’s ALM activities including details of the hedge accounting and economic hedges used to manage this risk.

82 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 21. Financial risk (continued)

21.5Interest rate benchmark reform

Overview

Interbank Offered Rates (IBORs) are interest rate benchmarks which are referenced in many financial instruments across various currencies and tenors. In recent

years, financial regulators have reviewed the use of IBORs and recommended either a reform of the benchmark rate to reference market observable transactions

(e.g. EURIBOR) or a transition of certain IBORs to more observable, risk-free alternative reference rates (ARR).

On 5 March 2021, the UK regulator, the Financial Conduct Authority (FCA), confirmed the transition dates for LIBORs to ARR.

The transition dates can be summarised as follows:

●a cessation date of 31 December 2021 for most LIBORs;

●a cessation date of 30 June 2023 for certain settings of USD LIBOR (i.e. overnight and 12-months) and for synthetic benchmarks which use USD LIBOR in

their calculation process including SGD SOR;

●a non-representative date of 31 December 2021 for both GBP LIBOR and JPY LIBOR for the 1-month, 3-month and 6-month settings; and

●a non-representative date of 30 June 2023 for USD LIBOR 1-month, 3-month and 6-month settings.

Risks

These IBOR reforms result in various risks to the Group including:

●Operational risk: relating to any adverse impacts from the implementation of the IBOR reform on the business, compliance, customers or and technology;

●Market risk: including adverse impacts to the Group and its customers if the markets are disrupted by the IBOR reform; and

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

amended from existing LIBOR linked floating rates to new ARRs on the same date. Where actual differences between those dates arise, hedge

ineffectiveness will be recorded in the income statement. Also, as current IBOR becomes less observable due to transition to ARR consideration will need to

be given to the appropriate fair valuation hierarchy level used to classify impacted financial instruments.

The Group does not expect material changes to its business-as-usual risk management frameworks and controls due to IBOR. The Group has a working group in

place to manage any transition related risks resulting from IBOR to ARR which is discussed further below.

Governance

The Group established an enterprise-wide IBORs Transition Program to manage the impacts of IBOR reform. The scope of the program is to address the impact

of transition from IBORs to ARRs including business, compliance, customer and technology impacts. The Governance structure of the program is well established

to include a Steering Committee that includes senior executives from Finance, Legal, Technology, Compliance, Risk and all impacted business units.

Significant activities underway include development of ARR product variations, changes required for implementing the International Swaps and Derivatives

Association (ISDA) Protocol, Customer Outreach including management of conduct risk in customer transition and technology changes required to ensure the

Group’s systems can transact, value and perform the necessary accounting (including hedging) requirements once contracts transition from LIBOR to ARR. These

activities focus on two broad areas including:

●developing new alternative risk-free rate products; and

●amending existing LIBOR products to reference alternative risk-free rates.

The Group is actively engaging with customers and counterparties to transition or include appropriate fallback provisions. Fallback provisions refer to contractual

provisions that lay out the process through which a replacement rate can be identified if a benchmark rate is not available.

WESTPAC GROUP 2021 ANNUAL REPORT 83
Notes to the financial statements

Note 21. Financial risk (continued)

Financial instruments impacted by IBOR reform post transition date

Derivatives

The following table summarises the Group’s derivative financial instrument exposures currently maturing after the relevant IBOR transition dates noted above that

are yet to transition to ARR. While these exposures reference benchmark rates impacted by the IBOR reform as at 30 September 2021, almost all have bilateral

adherence from our counterparties to the fallback clauses issued by the International Swaps and Derivatives Association (ISDA) in the ISDA 2020 IBOR Fallbacks

Protocol which provides a standardised process to identify the appropriate ARR at the relevant benchmark transition date.

20212020

3

TradingHedgingHedging

AssetLiabilityAssetLiability

Benchmark(Carrying(Carrying(Carrying(CarryingNotionalNotional

$m amount) amount) amount) amount) amount amount

Consolidated and Parent Entity

USD LIBOR

1


6,696 4,907 1,219 221 36,004 31,507

GBP LIBOR


315 527 37 - 2,099 2,031

Other21211137-2,8232,962

Total impacted by IBOR reform post transition date

2

7,223 5,545 1,293 221 40,926 36,500

For hedging derivatives, the extent of the risk exposure also reflects the notional amounts of related hedging instruments.

Non-derivatives

The following tables summarise the Group's non-derivative financial instrument exposures currently maturing after the relevant IBOR transition dates noted above

that are yet to transition to ARR. The Group is engaging with its customers and counterparties to transition or include appropriate fallback provisions. Due to the

nature of these contracts, these fallback provisions will be determined bilaterally with the customer or counterparty rather than the standardised basis provided by

the ISDA protocols applicable to our derivative contracts.

2021Non-derivative exposures

BenchmarkFinancial assetsFinancial liabilitiesUndrawn credit commitments

4

$m(Carrying amount)(Carrying amount)(Notional contractual amount)

Consolidated

USD LIBOR

1


3,083 1,399 366

GBP LIBOR


267 - 182

Other33-5

Total impacted by IBOR reform post transition date


3,383 1,399 553

Parent Entity



USD LIBOR

1


2,846 1,344 364

GBP LIBOR


254 - 181

Other15-4

Total impacted by IBOR reform post transition date


3,115 1,344 549

1.The Group’s primary exposure to USD LIBOR is to settings with a transition date of 30 June 2023. The Group has no material exposures to USD LIBOR that have a 31 December 2021

transition date (i.e. 1-week and 2-month settings).

2.Included in the table above are cross currency swaps with a total carrying amount of $321 million derivative assets and $325 million derivative liabilities for Consolidated and Parent Entity that

have exposure to IBOR reform on both the currencies referenced in the swap arrangement. The carrying amount has been included in the table based on the currency of the receive leg of the

swap and is primarily comprised of USD/GBP LIBOR swaps with a carrying amount of $240 million derivative assets and $282 million derivative liabilities for Consolidated and Parent Entity.

Other currency pairs have a carrying value of $81 million derivative assets and $43 million derivative liabilities for Consolidated and Parent Entity.

3.The notional balances for 30 September 2020 have been restated to reflect the change in cessation date of certain USD LIBOR settings from 31 December 2021 to 30 June 2023.

4.Where a multi-currency facility has been partially drawn down and references a benchmark rate impacted by the IBOR reform, the undrawn balance has been included in the table above for

undrawn credit commitments impacted by IBOR reform based on the currency of the drawn portion. These balances do not include balances for multi-currency facilities which are yet to be

drawn down and where it is not known whether a customer will choose to drawn down funds linked to an IBOR benchmark.

84 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities

Accounting policy

The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

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

market to the contrary. Where unobservable information is used, the difference between the transaction price and the fair value (day one profit or loss) is

recognised in the income statement over the life of the instrument when the inputs become observable.

Critical accounting assumptions and estimates

The majority of valuation models used by the Group employ only observable market data as inputs. However, for certain financial instruments data may be

employed which is not readily observable in current markets.

The availability of observable inputs is influenced by factors such as:

● product type;

● depth of market activity;

● maturity of market models; and

● complexity of the transaction.

Where unobservable market data is used, more judgement is required to determine fair value. The significance of these judgements depends on the significance

of the unobservable input to the overall valuation. Unobservable inputs are generally derived from other relevant market data and adjusted against:

● standard industry practice;

● economic models; and

● observed transaction prices.

In order to determine a reliable fair value for a financial instrument, management may apply adjustments to the techniques previously described. These

adjustments reflect the Group’s assessment of factors that market participants would consider in setting the fair value.

These adjustments incorporate bid/offer spreads, credit valuation adjustments (CVA) and funding valuation adjustments (FVA).

Fair Valuation Control Framework

The Group uses a Fair Valuation Control Framework where the fair value is either determined or validated by a function independent of the transaction. This

framework formalises the policies and procedures used to achieve compliance with relevant accounting, industry and regulatory standards. The framework

includes specific controls relating to:

●the revaluation of financial instruments;

●independent price verification;

●fair value adjustments; and

●financial reporting.

A key element of the framework is the Revaluation Committee, comprising senior valuation specialists from within the Group. The Revaluation Committee reviews

the application of the agreed policies and procedures to assess that a fair value measurement basis has been applied.

The method of determining fair value differs depending on the information available.

Fair value hierarchy

A financial instrument’s categorisation within the valuation hierarchy is based on the lowest level input that is significant to the fair value measurement.

The Group categorises all fair value instruments according to the hierarchy described below.

Valuation techniques

The Group applies market accepted valuation techniques in determining the fair valuation of over the counter (OTC) derivatives. This includes CVA and FVA,

which incorporate credit risk and funding costs and benefits that arise in relation to uncollateralised derivative positions, respectively.

WESTPAC GROUP 2021 ANNUAL REPORT 85
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

The specific valuation techniques, the observability of the inputs used in valuation models and the subsequent classification for each significant product category

are outlined as follows:

Level 1 instruments (Level 1)

The fair value of financial instruments traded in active markets is based on recent unadjusted quoted prices. These prices are based on actual arm’s length basis

transactions.

The valuations of Level 1 instruments require little or no management judgement.

Instrument Balance sheet category Includes Valuation

Exchange traded productsDerivativesExchange traded interest rate futures and

options and commodity and carbon futures

FX productsDerivativesFX spot and futures contracts

Equity productsDerivatives

Trading securities and financial assets

measured at FVIS

Other financial liabilities

Listed equities and equity indices

All these instruments are traded in liquid, active

markets where prices are readily observable.

No modelling or assumptions are used in the

valuation.

Non-asset backed debt

instruments

Trading securities and financial assets

measured at FVIS

Investment securities

Other financial liabilities

Australian Commonwealth and New Zealand

government bonds

Life insurance assets and

liabilities

Life insurance assets

Life insurance liabilities

Listed equities, exchange traded derivatives

and short sale of listed equities within controlled

managed investment schemes

Level 2 instruments (Level 2)

The fair value for financial instruments that are not actively traded is determined using valuation techniques which maximise the use of observable market prices.

Valuation techniques include:

●the use of market standard discounting methodologies;

●option pricing models; and

●other valuation techniques widely used and accepted by market participants.

Instrument Balance sheet category Includes Valuation

Interest rate productsDerivativesInterest rate and inflation swaps, swaptions,

caps, floors, collars and other non-vanilla

interest rate derivatives

Industry standard valuation models are used to calculate the

expected future value of payments by product, which is

discounted back to a present value. The model’s interest rate

inputs are benchmark and active quoted interest rates in the

swap, bond and futures markets. Interest rate volatilities are

sourced from brokers and consensus data providers. If

consensus prices are not available, these are classified as

Level 3 instruments.

FX productsDerivativesFX swap, FX forward contracts, FX options and

other non-vanilla FX derivatives

Derived from market observable inputs or consensus pricing

providers using industry standard models.

Other credit productsDerivativesSingle name and index credit default swaps

(CDS)

Valued using an industry standard model that incorporates the

credit spread as its principal input. Credit spreads are obtained

from consensus data providers. If consensus prices are not

available, these are classified as Level 3 instruments.

86 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

Level 2 instruments (Level 2) (continued)

Instrument Balance sheet category Includes Valuation

Commodity productsDerivativesCommodity and carbon derivativesValued using industry standard models.

The models calculate the expected future value of deliveries

and payments and discount them back to a present value. The

model inputs include forward curves, volatilities implied from

market observable inputs, discount curves and underlying spot

and futures prices. The significant inputs are market

observable or available through a consensus data service. If

consensus prices are not available, these are classified as

Level 3 instruments.

Equity productsDerivativesExchange traded equity options, OTC equity

options and equity warrants

Due to low liquidity, exchange traded options are Level 2.

Valued using industry standard models based on observable

parameters such as stock prices, dividends, volatilities and

interest rates.

Asset backed debt instrumentsTrading securities and financial

assets measured at FVIS

Investment securities

Australian residential mortgage backed

securities (RMBS) and other asset backed

securities (ABS)

Valued using an industry approach to value floating rate debt

with prepayment features. Australian RMBS are valued using

prices sourced from a consensus data provider. If consensus

prices are not available these are classified as Level 3

instruments.

Non-asset backed debt

instruments

Trading securities and financial

assets measured at FVIS

Investment securities

Other financial liabilities

State and other government bonds, corporate

bonds and commercial paper

Repurchase agreements and reverse

repurchase agreements over non-asset backed

debt securities

Valued using observable market prices, which are sourced

from independent pricing services, broker quotes or inter-

dealer prices.

Loans at fair valueLoansFixed rate bills and syndicated loansDiscounted cash flow approach, using a discount rate which

reflects the terms of the instrument and the timing of cash

flows, adjusted for creditworthiness, or expected sale amount.

Certificates of depositDeposits and other borrowingsCertificates of depositDiscounted cash flow using market rates offered for deposits

of similar remaining maturities.

Debt issues at fair valueDebt issuesDebt issuesDiscounted cash flows, using a discount rate which reflects the

terms of the instrument and the timing of cash flows adjusted

for market observable changes in Westpac’s implied credit

worthiness.

Life insurance assets and liabilitiesLife insurance assets included in

assets held for sale

Life insurance liabilities included in

liabilities held for sale

Corporate bonds, OTC derivatives, units in

unlisted unit trusts, life insurance contract

liabilities, life investment contract liabilities and

external liabilities of managed investment

schemes controlled by statutory life funds

Valued using observable market prices or other widely used

and accepted valuation techniques utilising observable market

input.

WESTPAC GROUP 2021 ANNUAL REPORT 87
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

Level 3 instruments (Level 3)

Financial instruments valued where at least one input that could have a significant effect on the instrument’s valuation is not based on observable market data due

to illiquidity or complexity of the product. These inputs are generally derived and extrapolated from other relevant market data and calibrated against current

market trends and historical transactions.

These valuations are calculated using a high degree of management judgement.

Instrument


Balance sheet


category


Includes


Valuation

Debt instrumentsTrading securities and financial

assets measured at FVIS

Investment securities

Certain ABS, offshore non-ABS and debt

securities issued via private placement

These securities are evaluated by an independent pricing

service or based on third party revaluations. Due to their

illiquidity and/or complexity these are classified as Level 3

assets.

Equity instrumentsTrading securities and financial

assets measured at FVIS

Investment securities

Strategic equity investmentsValued using valuation techniques appropriate to the

instrument, including the use of recent arm’s length

transactions where available, discounted cash flow approach

or reference to the net assets of the entity.

Due to their illiquidity, complexity and/or use of unobservable

inputs into valuation models, they are classified as Level 3

assets.

Finance leasesAssets held for saleFinance leasesValuation reflects the expected sales price before transaction

costs based on the terms of sales contract. As the expected

sales price includes judgements regarding the estimation of

variable consideration, they are classified as Level 3 assets.

88 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

The following tables summarise the attribution of financial instruments measured at fair value to the fair value hierarchy.

20212020

$m Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Consolidated


Financial assets measured at fair value on a recurring basis

Trading securities and financial assets measured at FVIS


6,22114,875521,1018,05932,38722140,667

Derivative financial instruments


22 19,305 26 19,353 10 23,353 4 23,367

Investment securities19,28262,92327782,48218,03272,37015390,555

Loans


- 74 36 110 - 540 21 561

Life insurance assets


----6172,976-3,593

Assets held for sale1,3091,663-2,972----

Total financial assets measured at fair value on a recurring basis


26,834 98,840 344 126,018 26,718 131,626 399 158,743

Financial liabilities measured at fair value on a recurring basis

Deposits and other borrowings

1


- 46,665 - 46,665 - 35,764 - 35,764

Other financial liabilities

2


1,478 4,968 - 6,446 420 4,229 - 4,649

Derivative financial instruments


35 17,992 32 18,059 10 23,031 13 23,054

Debt issues

3


- 5,514 - 5,514 - 5,333 - 5,333

Life insurance liabilities


-----1,396-1,396

Liabilities held for sale-447-447----

Total financial liabilities measured at fair value on a recurring basis


1,513 75,586 32 77,131 430 69,753 13 70,196

Parent Entity



Financial assets measured at fair value on a recurring basis

Trading securities and financial assets measured at FVIS5,54213,233418,7797,07430,76319338,030

Derivative financial instruments


22 19,081 24 19,127 10 22,781 3 22,794

Investment securities17,22860,5117577,81415,71470,0406985,823

Loans


- 74 17 91 - 540 21 561

Due from subsidiaries-1,163-1,163-663-663

Total financial assets measured at fair value on a recurring basis


22,792 94,062 120 116,974 22,798 124,787 286 147,871

Financial liabilities measured at fair value on a recurring basis

Deposits and other borrowings

1


- 43,372 - 43,372 - 32,991 - 32,991

Other financial liabilities

2


1,478 4,415 - 5,893 420 4,229 - 4,649

Derivative financial instruments


35 17,822 32 17,889 10 22,756 13 22,779

Debt issues

3


- 2,664 - 2,664 - 2,986 - 2,986

Due to subsidiaries-867-867-239-239

Total financial liabilities measured at fair value on a recurring basis


1,513 69,140 32 70,685 430 63,201 13 63,644

1.The contractual outstanding amount payable at maturity was $46,661 million (2020: $35,764 million) for the Group and $43,367 million (2020: $32,990 million) for the Parent Entity.

2.The contractual outstanding amount payable at maturity for the Group is $6,446 million (2020: $4,649 million) and $5,893 million for the Parent Entity (2020: $4,649 million).

3.The contractual outstanding amount payable at maturity was $5,357 million (2020: $5,062 million) for the Group and $2,507 million (2020: $2,714 million) for the Parent Entity. The cumulative

change in the fair value of debt issues attributable to changes in Westpac’s own credit risk was $14 million increase (2020: $5 million increase) for the Group and Parent Entity.

WESTPAC GROUP 2021 ANNUAL REPORT 89
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

Reconciliation of non-market observables

The following tables summarise the changes in financial instruments measured at fair value derived from non-market observable valuation techniques (Level 3).

Trading

securities and

financial assetsTotalTotal

measuredInvestmentLevel 3Level 3

$mas FVISsecuritiesOther

1

assetsDerivativesliabilities

Consolidated

Balance as at 30 September 2019220 13445399 2929

Gains/(losses) on assets/(gains)/losses on liabilities recognised in:

Income statements


(2) -(2)(4) (4)(4)

OCI-(15)-(15)--

Acquisitions and issues


2640 12 787 7

Disposals and settlements


(23)(6) (30) (59)(19) (19)

Transfer into or out of non-market observables


-- - -- -

Foreign currency translation impacts------

Balance as at 30 September 2020


221153 25 39913 13

Gains/(losses) on assets/(gains)/losses on liabilities recognised in:

Income statements548-205681616

OCI-50-50--

Acquisitions and issues22571026988

Disposals and settlements(665)(7)(15)(687)(4)(4)

Transfer into or out of non-market observables(101)(176)22(255)(1)(1)

Foreign currency translation impacts------

Balance as at 30 September 20215277623443232

Unrealised gains/(losses) recognised in the income statements for

financial instruments held as at:

30 September 2020(4)-3(1)(3)(3)

30 September 2021


3- 25 28(24) (24)

Parent Entity

Balance as at 30 September 2019 19366 44 303 28 28

Gains/(losses) on assets/(gains)/losses on liabilities recognised in:

Income statements(2)-(2)(4)(4)(4)

OCI -- - - - -

Acquisitions and issues 263 12 41 7 7

Disposals and settlements (24)- (30) (54) (18) (18)

Transfer into or out of non-market observables -- - - - -

Foreign currency translation impacts------

Balance as at 30 September 2020 19369 24 286 13 13

Gains/(losses) on assets/(gains)/losses on liabilities recognised in:

Income statements3-20231616

OCI-(2)-(2)--

Acquisitions and issues1183819288

Disposals and settlements(193)-(10)(203)(4)(4)

Transfer into or out of non-market observables-(175)(1)(176)(1)(1)

Foreign currency translation impacts------

Balance as at 30 September 2021475411203232

Unrealised gains/(losses) recognised in the income statements for

financial instruments held as at:

30 September 2020(4)-3(1)(3)(3)

30 September 2021 3- 25 28 (24) (24)

1.Other is comprised of derivative financial assets and certain loans.

90 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

Transfers into and out of Level 3 have occurred due to changes in observability in the significant inputs into the valuation models used to determine the fair value

of the related financial instruments. Transfers in and transfers out are reported using the end of year fair values.

Significant unobservable inputs

Sensitivities to reasonably possible changes in non-market observable valuation assumptions would not have a material impact on the Group’s reported results.

Day one profit or loss

The closing balance of unrecognised day one profit for both the Group and the Parent Entity for the year was $1 million (2020: $4 million).

Financial instruments not measured at fair value

For financial instruments not measured at fair value on a recurring basis, fair value has been derived as follows:

Instrument Valuation

LoansWhere available, the fair value of loans is based on observable market transactions, otherwise fair value is estimated using discounted cash flow models. For

variable rate loans, the discount rate used is the current effective interest rate. The discount rate applied for fixed rate loans reflects the market rate for the maturity

of the loan and the credit worthiness of the borrower.

Investment securitiesThe carrying value approximates the fair value. The balance principally relates to government securities from illiquid markets. Fair value is monitored by reference to

recent issuances.

Deposits and other

borrowings

Fair values of deposit liabilities payable on demand (non-interest bearing, interest bearing and savings deposits) approximate their carrying value. Fair values for

term deposits are estimated using discounted cash flows, applying market rates offered for deposits of similar remaining maturities.

Debt issues and loan

capital

Fair values are calculated using a discounted cash flow model. The discount rates applied reflect the terms of the instruments, the timing of the estimated cash flows

and are adjusted for any changes in Westpac’s credit spreads.

Assets and liabilities held

for sale

Valuation reflects the expected sales price before transaction costs based on the terms of the sales contract.

All other financial assets

and liabilities

For all other financial assets and liabilities, the carrying value approximates the fair value. These items are either short-term in nature, re-price frequently or are of a

high credit rating.

WESTPAC GROUP 2021 ANNUAL REPORT 91
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

The following tables summarise the estimated fair value and fair value hierarchy of financial instruments not measured at fair value

Estimated fair value

ConsolidatedCarrying

$m amount Level 1 Level 2 Level 3 Total

2021

Financial assets not measured at fair value

Cash and balances with central banks


71,353 71,353 - - 71,353

Collateral paid


4,232 4,232 - - 4,232

Investment securities


935 - 331 604 935

Loans


709,674 - - 710,284 710,284

Other financial assets


6,394 - 6,394 - 6,394

Assets held for sale1,0417191,0151,041

Total financial assets not measured at fair value


793,629 75,592 6,744 711,903 794,239

Financial liabilities not measured at fair value

Collateral received


2,368 2,368 - - 2,368

Deposits and other borrowings


580,290 - 576,293 3,819 580,112

Other financial liabilities


43,863 - 43,863 - 43,863

Debt issues

1


123,265 - 123,826 743 124,569

Loan capital

1


29,067 - 30,147 - 30,147

Liabilities held for sale28-28-28

Total financial liabilities not measured at fair value


778,881 2,368 774,157 4,562 781,087

2020

Financial assets not measured at fair value

Cash and balances with central banks


30,129 30,129 - - 30,129

Collateral paid


4,778 4,778 - - 4,778

Investment securities984 - 424 560 984

Loans


692,498 - - 694,264 694,264

Other financial assets


5,474 - 5,474 - 5,474

Total financial assets not measured at fair value


733,863 34,907 5,898 694,824 735,629

Financial liabilities not measured at fair value

Collateral received


2,250 2,250 - - 2,250

Deposits and other borrowings


555,367 - 552,192 3,429 555,621

Other financial liabilities


36,276 - 36,276 - 36,276

Debt issues

1


144,992 - 144,660 1,742 146,402

Loan capital

1


23,949 - 23,934 - 23,934

Total financial liabilities not measured at fair value


762,834 2,250 757,062 5,171 764,483

1.The estimated fair values of debt issues and loan capital include the impact of changes in Westpac's credit spreads since origination.

92 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 22. Fair values of financial assets and financial liabilities (continued)

Estimated fair value

Parent EntityCarrying

$m amount Level 1 Level 2 Level 3 Total

2021

Financial assets not measured at fair value

Cash and balances with central banks


62,754 62,754 - - 62,754

Collateral paid


4,055 4,055 - - 4,055

Investment securities


49 - 2 47 49

Loans618,322 - - 619,061 619,061

Due from subsidiaries

1


162,794 - 123,164 34,525 157,689

Other financial assets


5,486 - 5,486 - 5,486

Assets held for sale1,015--1,0151,015

Total financial assets not measured at fair value


854,475 66,809 128,652 654,648 850,109

Financial liabilities not measured at fair value

Collateral received2,189 2,189 - - 2,189

Deposits and other borrowings


506,815 - 505,367 1,241 506,608

Other financial liabilities


41,370 - 41,370 - 41,370

Debt issues

2


105,546 - 106,713 - 106,713

Due to subsidiaries


177,949 - 7,569 170,380 177,949

Loan capital

2


29,067 - 30,147 - 30,147

Liabilities held for sale3-3-3

Total financial liabilities not measured at fair value


862,939 2,189 691,169 171,621 864,979

2020

Financial assets not measured at fair value

Cash and balances with central banks


25,436 25,436 - - 25,436

Collateral paid4,641 4,641 - - 4,641

Investment securities


3 - 3 - 3

Loans


607,263 - - 608,602 608,602

Due from subsidiaries

1


169,139 - 126,623 43,669 170,292

Other financial assets


4,745 - 4,745 - 4,745

Total financial assets not measured at fair value


811,227 30,077 131,371 652,271 813,719

Financial liabilities not measured at fair value

Collateral received1,862 1,862 - - 1,862

Deposits and other borrowings


488,622 - 487,452 1,292 488,744

Other financial liabilities


35,507 - 35,507 - 35,507

Debt issues

2


124,680 - 125,896 - 125,896

Due to subsidiaries


186,024 - 6,805 179,219 186,024

Loan capital

2


23,949 - 23,934 - 23,934

Total financial liabilities not measured at fair value


860,644 1,862 679,594 180,511 861,967

1.Due from subsidiaries excluded $11,389 million (2020: $11,177 million) of long-term debt instruments with equity-like characteristics which are part of the total investment in subsidiaries.

2.The estimated fair values of debt issues and loan capital include the impact of changes in Westpac's credit spreads since origination.

WESTPAC GROUP 2021 ANNUAL REPORT 93
Notes to the financial statements

Note 23. Offsetting financial assets and financial liabilities

Accounting policy

Financial assets and liabilities are presented net in the balance sheet when the Group has a legally enforceable right to offset them in all circumstances and

there is an intention to settle the asset and liability on a net basis, or to realise the asset and settle the liability simultaneously. The gross assets and liabilities

behind the net amounts reported in the balance sheet are disclosed in the following tables.

Some of the Group’s offsetting arrangements are not enforceable in all circumstances. The amounts in the tables below may not tie back to the balance sheet if

there are balances which are not subject to offsetting or enforceable netting arrangements. The amounts presented in this note do not represent the credit risk

exposure of the Group or Parent Entity. Refer to Note 21.2 for information on credit risk management. The offsetting and collateral arrangements and other credit

risk mitigation strategies used by the Group are further explained in the ‘Management of risk mitigation’ section of Note 21.2.2.

Amounts subject to enforceable netting arrangements

Effects of offsettingAmounts subject to enforceable

in the balance sheetnetting arrangements but not offset

Net amountsOther

reported inrecognisedFinancial

ConsolidatedGrossAmountsthe balancefinancialCashinstrumentNet

$m amounts offset sheet instruments collateral

1,2

collateral amount

2021

Assets

Collateral paid

3


4,806(4,787)19--(3)16

Derivative financial instruments

4


45,409(28,340)17,069(11,326)(2,357)(6)3,380

Reverse repurchase agreements

5

2,937-2,937-(13)(2,916)8

Loans

6


29,827(29,772)55---55

Total assets


82,979(62,899)20,080(11,326)(2,370)(2,925)3,459

Liabilities


Collateral received2,763(2,757)6---6

Derivative financial instruments

4


46,742(30,370)16,372(11,328)(3,895)(1,149)-

Repurchase agreements

7


35,899-35,899-(15)(35,884)-

Deposits and other borrowings

6


51,236(29,772)21,464---21,464

Total liabilities


136,640(62,899)73,741(11,328)(3,910)(37,033)21,470

2020



Assets



Collateral paid

3


10,068(10,032)36--(16)20

Derivative financial instruments

4


61,171(39,968)21,203(14,719)(2,247)(16)4,221

Reverse repurchase agreements

5

20,401-20,401-(5)(20,396)-

Loans

6


23,301(23,266)35---35

Total assets


114,941(73,266)41,675(14,719)(2,252)(20,428)4,276

Liabilities


Collateral received5,516(5,501)15---15

Derivative financial instruments

4


66,144(44,499)21,645(14,719)(4,426)(1,693)807

Repurchase agreements

7


27,763-27,763-(98)(27,665)-

Deposits and other borrowings

6


43,999(23,266)20,733---20,733

Total liabilities


143,422(73,266)70,156(14,719)(4,524)(29,358)21,555

1.$2,368 million (2020: $2,250 million) of cash collateral on derivative financial assets and reverse repurchase agreements, is disclosed as collateral received in the balance sheet. The remainder

is included in term deposits recognised in deposits and other borrowings within Note 16.

2.$3,910 million (2020: $4,524 million) of cash collateral, subject to enforceable netting arrangements with derivative financial liabilities and repurchase agreements, forms part of collateral paid

as disclosed in the balance sheet. The remainder of collateral paid, as disclosed in the balance sheet, consists of $3 million (2020: $16 million) in stock borrowing arrangements and $319

million (2020: $238 million) in futures margin that does not form part of this column.

3.Gross amounts consist of variation margin held directly with central clearing counterparties and stock borrowing arrangements. Where variation margin is receivable it is reported as part of

collateral paid. Where variation margin is payable it is reported as part of collateral received. Amounts offset relate to variation margin.

4.$2,284 million (2020: $2,164 million) of derivative financial assets and $1,687 million (2020: $1,409 million) of derivative financial liabilities are not subject to enforceable netting arrangements.

5.Reverse repurchase agreements form part of trading securities and financial assets measured at FVIS in Note 10.

6.Gross amounts consist of debt and interest set-off accounts which meet the requirements for offsetting as described above. These accounts form part of business loans in Note 12 and part of

deposits and other borrowings at amortised cost in Note 16.

7.Repurchase agreements form part of other financial liabilities in Note 17.

94 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 23. Offsetting financial assets and financial liabilities (continued)

Amounts subject to enforceable netting arrangements

Effects of offsettingAmounts subject to enforceable

in the balance sheetnetting arrangements but not offset

Net amountsOther

reported inrecognisedFinancial

Parent EntityGrossAmountsthe balancefinancialCashinstrumentNet

$m amounts offset sheet instruments collateral

1,2

collateral amount

2021

Assets

Collateral paid

3


4,806(4,787)19--(3)16

Derivative financial instruments

4


45,198(28,340)16,858(11,294)(2,178)(6)3,380

Reverse repurchase agreements

5

2,763-2,763-(13)(2,744)6

Loans

6


29,827(29,772)55---55

Total assets


82,594(62,899)19,695(11,294)(2,191)(2,753)3,457

Liabilities


Collateral received2,763(2,757)6---6

Derivative financial instruments

4


46,572(30,370)16,202(11,294)(3,718)(1,190)-

Repurchase agreements

7


33,346-33,346-(15)(33,331)-

Deposits and other borrowings

6


51,236(29,772)21,464---21,464

Total liabilities


133,917(62,899)71,018(11,294)(3,733)(34,521)21,470

2020



Assets



Collateral paid

3


10,068(10,032)36--(16)20

Derivative financial instruments

4


60,616(39,968)20,648(14,586)(1,859)(16)4,187

Reverse repurchase agreements

5

20,401-20,401-(5)(20,396)-

Loans

6


23,301(23,266)35---35

Total assets


114,386(73,266)41,120(14,586)(1,864)(20,428)4,242

Liabilities


Collateral received5,516(5,501)15---15

Derivative financial instruments

4


65,874(44,499)21,375(14,586)(4,289)(1,693)807

Repurchase agreements

7


27,763-27,763-(98)(27,665)-

Deposits and other borrowings

6


43,999(23,266)20,733---20,733

Total liabilities


143,152(73,266)69,886(14,586)(4,387)(29,358)21,555

1.$2,189 million (2020: $1,862 million) of cash collateral on derivative financial assets and reverse repurchase agreements, is disclosed as collateral received in the balance sheet. The

remainder is included in term deposits recognised in deposits and other borrowings within Note 16.

2.$3,733 million (2020: $4,387 million) of cash collateral, subject to enforceable netting arrangements with derivative financial liabilities and repurchase agreements, forms part of collateral paid

as disclosed in the balance sheet. The remainder of collateral paid, as disclosed in the balance sheet, consists of $3 million (2020: $16 million) in stock borrowing arrangements and $319

million (2020: $238 million) on futures margin that does not form part of this column.

3.Gross amounts consist of variation margin held directly with central clearing counterparties and stock borrowing arrangements. Where variation margin is receivable it is reported as part of

collateral paid. Where variation margin is payable it is reported as part of collateral received. Amounts offset relate to variation margin.

4.$2,269 million (2020: $2,146 million) of derivative financial assets and $1,687 million (2020: $1,404 million) of derivative financial liabilities are not subject to enforceable netting arrangements.

5.Reverse repurchase agreements form part of trading securities and financial assets measured at FVIS in Note 10.

6.Gross amounts consist of debt and interest set-off accounts which meet the requirements for offsetting as described above. These accounts form part of business loans in Note 12 and part of

deposits and other borrowings at amortised cost in Note 16.

7.Repurchase agreements form part of other financial liabilities in Note 17.

WESTPAC GROUP 2021 ANNUAL REPORT 95
Notes to the financial statements

Note 23. Offsetting financial assets and financial liabilities (continued)

Other recognised financial instruments

These financial assets and liabilities are subject to master netting agreements which are not enforceable in all circumstances, so they are recognised gross in the

balance sheet. The offsetting rights of the master netting arrangements can only be enforced if a predetermined event occurs in the future, such as a counterparty

defaulting.

Cash collateral and financial instrument collateral

These amounts are received or pledged under master netting arrangements against the gross amounts of assets and liabilities. Financial instrument collateral

typically comprises securities which can be readily liquidated in the event of counterparty default. The offsetting rights of the master netting arrangement can only

be enforced if a predetermined event occurs in the future, such as a counterparty defaulting.

Note 24. Securitisation, covered bonds and other transferred assets

The Group enters into transactions in the normal course of business by which financial assets are transferred to counterparties or structured entities. Depending

on the circumstances, these transfers may result in derecognition of the assets in their entirety, partial derecognition or no derecognition of the assets subject to

the transfer. For the Group’s accounting policy on derecognition of financial assets refer to the notes to the financial statements section before Note 10 titled

‘Financial assets and financial liabilities’.

Securitisation

Securitisation is the transferring of assets (or an interest in either the assets or the cash flows arising from the assets) to a structured entity which then issues the

majority of interest bearing debt securities to third party investors for funding deals and to Westpac for liquidity deals.

Securitisation of its own assets is used by Westpac as a funding and liquidity tool.

For securitisation structured entities which Westpac controls, as defined in Note 31, the structured entities are classified as subsidiaries and consolidated. When

assessing whether Westpac controls a structured entity, it considers its exposure to and ability to affect variable returns. Westpac may have variable returns from a

structured entity through ongoing exposures to the risks and rewards associated with the assets, the provision of derivatives, liquidity facilities, trust management

and operational services.

Undrawn funding and liquidity facilities of $435 million (2020: $492 million) were provided by Westpac for the securitisation of its own assets.

Covered bonds

The Group has two covered bond programs relating to Australian residential mortgages (Australian Program) and New Zealand residential mortgages (New

Zealand Program). Under these programs, selected pools of residential mortgages are assigned to bankruptcy remote structured entities which provide

guarantees on the payments to bondholders. Through the guarantees and derivatives with the structured entities, Westpac has variable returns from these

structured entities and consolidates them.

Repurchase agreements

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

(i.e. Trading securities or Investment securities).

The cash consideration received is recognised as a liability (Repurchase agreements). Refer to Note 17 for further details.

96 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 24. Securitisation, covered bonds and other transferred assets (continued)

The following tables present Westpac's assets transferred and their associated liabilities.

For those liabilities that only have

recourse to the transferred assets:

CarryingCarryingFairFair

amount ofamount ofvalue ofvalue ofNet fair

transferredassociatedtransferredassociatedvalue

$m assets liabilities assets liabilities position

Consolidated

2021

Securitisation

1


5,0165,0005,0355,044(9)

Covered bonds

2


35,28731,374n/an/an/a

Repurchase agreements


52,21335,899n/an/an/a

Total


92,51672,2735,0355,044(9)

2020

Securitisation

1


8,0298,0008,0727,99478

Covered bonds

2


43,65436,051n/an/an/a

Repurchase agreements


36,72727,763n/an/an/a

Total


88,41071,8148,0727,99478

Parent Entity

2021

Securitisation

1


142,724142,172142,891148,574(5,683)

Covered bonds

2


28,10927,234n/an/an/a

Repurchase agreements


49,26233,346n/an/an/a

Total


220,095202,752142,891148,574(5,683)

2020

Securitisation

1


141,660141,000141,991138,8703,121

Covered bonds

2


36,68931,926n/an/an/a

Repurchase agreements


36,72727,763n/an/an/a

Total


215,076200,689141,991138,8703,121

1.The carrying amount of assets securitised exceeds the amount of notes issued primarily because the carrying amount includes both principal and income received from the transferred assets.

2.The difference between the carrying values of covered bonds and the assets pledged reflects the over-collateralisation required to maintain the ratings of the covered bonds and also additional

assets to allow immediate issuance of additional covered bonds if required. These additional assets can be repurchased by Westpac at its discretion, subject to the conditions set out in the

transaction documents.

WESTPAC GROUP 2021 ANNUAL REPORT 97
Notes to the financial statements

INTANGIBLE ASSETS, PROVISIONS, COMMITMENTS AND CONTINGENCIES

Note 25. Intangible assets

Accounting policy

Indefinite life intangible assets

Goodwill

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

(i) the consideration paid; over

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

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

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

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

The Group's CGUs represent the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other

assets or groups of assets. They reflect the level at which the Group monitors and manages its operations.

Brand names

Brand names acquired in a business combination including St.George, BT, BankSA and RAMS, are recognised at cost. Subsequently brand names are not

amortised but tested for impairment at least annually or whenever there is an indication of impairment.

Finite life intangible assets

Finite life intangibles, such as computer software, are recognised initially at cost and subsequently at amortised cost less any impairment.

IntangibleUseful lifeDepreciation method

GoodwillIndefiniteNot applicable

Brand namesIndefiniteNot applicable

Computer software3 to 10 yearsStraight-line or the diminishing balance method (using the

Sum of the Years Digits)

Critical accounting assumptions and estimates

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

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

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

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

98 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 25. Intangible assets (continued)

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Goodwill

Balance as at beginning of year


8,397 8,895 6,728 6,844

Disposals (refer to Note 36)(243)---

Impairment(571)(498)(487)(116)

Other adjustments


16 - - -

Balance as at end of year


7,599 8,397 6,241 6,728

Computer software

Balance as at beginning of year


2,430 2,365 2,266 2,207

Additions


740 1,035 638 955

Impairment

1


(485) (171) (475) (165)

Amortisation


(755) (799) (696) (731)

Other adjustments

2


(90) - (80) -

Balance as at end of year


1,840 2,430 1,653 2,266

Cost


7,770 7,370 6,681 6,372

Accumulated amortisation and impairment


(5,930) (4,940) (5,028) (4,106)

Carrying amount


1,840 2,430 1,653 2,266

Brand names670670636636

Total intangible assets10,10911,4978,5309,630

Goodwill has been allocated to the following CGUs

3

:

Consumer


3,359 3,359 3,144 3,144

Business


3,205 3,205 3,022 3,022

Westpac Institutional Bank


- 487 - 487

New Zealand504488--

Specialist Businesses5318587575

Total goodwill


7,599 8,397 6,241 6,728

In addition, brand names of $670 million for the Group have been allocated as $382 million to Consumer, $286 million to Business and $2 million to Specialist

Businesses as at 30 September 2021 and 30 September 2020. Brand names of $636 million for the Parent Entity have been allocated as $350 million to

Consumer and $286 million to Business as at 30 September 2021 and 30 September 2020.

1.Includes impairment of $380 million for the Group and Parent Entity from the WIB CGU ($344 million as a result of the annual impairment test).

2.Includes the impact of a change in accounting policy in 2021 with respect to the treatment of configuring or customising SaaS arrangements amounting to $94 million for the Group and $80

million for the Parent Entity (refer to Note 1).

3.The Specialist Businesses segment comprises individual CGUs (Superannuation, Platforms, Investments) to which goodwill has been allocated. The carrying amount of goodwill allocated to

these individual CGUs is not significant compared to total Group goodwill.

WESTPAC GROUP 2021 ANNUAL REPORT 99
Notes to the financial statements

Note 25. Intangible assets (continued)

Impairment testing and results

Impairment testing is performed at least once a year, or whenever there is an indication of impairment, by comparing the recoverable amount of each CGU with

the carrying amount. The primary test for the recoverable amount is determined based on value-in-use which refers to the present value of expected cash flows

under its current use. Fair value less costs to sell was also considered for those CGUs where value-in-use was lower than carrying value. In these cases, there

was no change to the result of the impairment test.

In the current year, as a result of the annual impairment test, the Group recognised impairment of intangible assets of $831 million for the Group and the Parent

Entity from the Westpac Institutional Bank (WIB) CGU ($487 million of goodwill and $344 million of computer software)

1

. In addition, goodwill of $84 million ($nil for

Parent Entity) allocated to the Lenders Mortgage Insurance CGU was written down as impaired on reclassification of the business to held for sale (refer to Note

37). No goodwill remains for these CGUs.

The impairment of the WIB CGU resulted from a combination of factors which have impacted earnings, including reducing risk in the division through the exit of

the energy trading business, consolidating Asian operations and reducing correspondent banking relationships. At the same time, medium term expectations of a

prolonged low interest rate environment, subdued financial markets income and elevated compliance expenses have impacted WIB's earnings outlook. WIB's

forecasts are also highly responsive to changes in assumptions particularly with respect to credit losses, capital retention requirements and interest rates. To

address the uncertainty resulting from these assumptions, a range of probability weighted scenarios were used to calculate the recoverable amount.

Significant assumptions used in recoverable amount calculations

The assumptions made for goodwill impairment testing for each relevant significant CGU are provided in the following table and are based on past experience and

management’s expectations for the future. In the current year and given the present economic environment, the Group has reassessed these assumptions and

revised them where necessary in order to provide a reasonable estimate of the value-in-use of the CGUs and Group.

Discount rate Cash flows

Post-tax rate/ Pre-tax rateForecast period/ terminal growth rate

2021 2020 2021 2020


Westpac Institutional Bank


10.4% / 13.8%11.0% / 14.4%5 years / 1.8%5 years / 2%

New Zealand


9% / 12.2%11.0% / 14.5%3 years / 2%3 years / 2%

All other significant CGUs


9% / 12.5%11.0% / 15-15.2%3 years / 2%3 years / 2%

For CGUs other than WIB, the Group discounts the projected cash flows by its adjusted pre-tax equity rate. For WIB, a probability weighted discount rate was

used (based on the Group's pre-tax equity rate and using a range of reasonable additional risk premiums to reflect the inherent risk of the underlying cash flows).

The cash flows used are based on management approved forecasts. These forecasts utilise information about current and future economic conditions, observable

historical information and management expectations of future business performance. The terminal value growth rate represents the growth rate applied to

extrapolate cash flows beyond the forecast period and reflects the lower end of the RBA’s target long-term inflation rate band.

For all CGUs other than WIB, the recoverability of goodwill is not reliant on any one particular assumption. There are no reasonably possible changes in

assumptions for any significant CGU that would result in an indication of impairment or have a material impact on the Group’s reported results.

1.$325 million of other assets in the WIB CGU (included in Property and equipment, and Other assets) were also written down as impaired as a result of the annual impairment test.

100 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments

Accounting policy

Provisions

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

obligation and can be reliably estimated.

Employee benefits – long service leave provision

Long service leave is granted to certain employees in Australia and New Zealand. The provision is calculated based on the expected payments. When

payments are expected to be more than one year in the future, the payments factor in expected employee service periods and average salary increases are

then discounted.

Employee benefits – annual leave and other employee benefits provision

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

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

Provision for ECL on credit commitments

The Group is committed to provide facilities and guarantees as explained below. If it is probable that a facility will be drawn and the resulting asset will be less

than the drawn amount then a provision for impairment is recognised. The provision for ECL is calculated using the methodology described in Note 13.

Compliance, Regulation and Remediation provisions

The compliance, regulation and remediation provisions relate to matters of potential misconduct in providing services to our customers identified both as a

result of regulatory action and internal reviews. An assessment of the likely cost of these matters to the Group (including applicable customer refunds) is made

on a case-by-case basis and specific provisions are made where appropriate.

Contingent liabilities

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events, and present obligations where the transfer of

economic resources is not probable or cannot be reliably measured. Contingent liabilities are not recognised in the balance sheet but are disclosed unless the

outflow of economic resources is remote.

Undrawn credit commitments

The Group enters into various arrangements with customers which are only recognised in the balance sheet when called upon. These arrangements include

commitments to extend credit, bill endorsements, financial guarantees, standby letters of credit and underwriting facilities.

Contingent assets

Contingent assets are possible assets whose existence will be confirmed only by uncertain future events. Contingent assets are not recognised in the balance

sheet but are disclosed if an inflow of economic benefits is probable.

Critical accounting assumptions and estimates

The financial reporting of provisions for litigation and non-lending losses and for compliance, regulation and remediation matters involves a significant degree of

judgement in relation to identifying whether a present obligation exists and also in estimating the probability, timing, nature and quantum of the outflows that

may arise from past events. These judgements are made based on the specific facts and circumstances relating to individual events. Specific judgements in

respect of material items are included in the discussion below.

Provisions carried for long service leave are supported by an independent actuarial report.

WESTPAC GROUP 2021 ANNUAL REPORT 101
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Provisions

Annual

leaveLitigationProvision forCompliance,

Longand otherand non-ECLLeaseRestructuringregulation and

serviceemployeelendingon creditrestorationand otherremediation

$mleavebenefitslossescommitmentsobligationsprovisionsprovisionsTotal

Consolidated

Balance as at 30 September 2020


511 596 1,371 530 208 1761,895 5,287

Additions


92 986 155 - 4 371889 2,497

Utilisation


(42) (743) (1,377) - (11) (121)(1,308) (3,602)

Reversal of unutilised provisions


(22) (25) (27) (127) - (50)(316) (567)

Transferred to purchaser on settlement of assets and liabilities held for

sale(1)-(4)---(4)(9)

Balances reclassified to liabilities held for sale (Note 37)


(7) (11) (1) (2) - -(14) (35)

Balance as at 30 September 2021


531 803 117 401 201 3761,142 3,571

Parent Entity

Balance as at 30 September 2020


482 540 1,343 479 179 1421,818 4,983

Additions


92 936 150 - 2 363716 2,259

Utilisation


(40) (711) (1,364) - (9) (103)(1,257) (3,484)

Reversal of unutilised provisions


(22) (25) (15) (125) - (29)(281) (497)

Balances reclassified to liabilities held for sale (Note 37)(4)(1)-(2)---(7)

Balance as at 30 September 2021


508 739 114 352 172 373996 3,254

Legislative liabilities

The Group had the following assessed liabilities as at 30 September 2021:

●$22 million (2020: $22 million) based on an actuarial assessment as a self-insurer under the Workers’ Compensation Act 1987 and the Workplace Injury

Management and Workers’ Compensation Act 1998 (New South Wales);

●$7 million (2020: $7 million) based on actuarial assessment as a self-insurer under the Accident Compensation Act 1985 (Victoria);

●$7 million (2020: $6 million) based on actuarial assessment as a self-insurer under the Workers’ Rehabilitation and Compensation Act 1986 (South Australia);

●$1 million (2020: $1 million) based on an actuarial assessment as a self-insurer under the Workers’ Compensation and Rehabilitation Act 2003 (Queensland);

●$nil (2020: $nil) based on an actuarial assessment as a self-insurer under the Workers’ Compensation Act 1951 (Australian Capital Territory);

●$nil (2020: $nil) based on an actuarial assessment as a self-insurer under the Return to Work Act 1986 (Northern Territory);

●$1 million (2020: $1 million) based on an actuarial assessment as a self-insurer under the Workers’ Compensation and Injury Management Act 1981

(Western Australia); and

●$1 million (2020: $1 million) based on an actuarial assessment as a self-insurer under the Workers’ Rehabilitation and Compensation Act 1988 (Tasmania).

Adequate provision has been made for these liabilities in the provision for annual leave and other employee benefits above.

102 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Provisions

Litigation and non-lending loss provisions

At 30 September 2020 the Group held a provision for penalties in relation to the AUSTRAC civil proceedings of $1,300 million. This penalty has subsequently

been paid.

Compliance, regulation and remediation provisions

Provisions for 2021 in respect of compliance, regulation and remediation include estimates of:

●customer refunds associated with matters of potential historical misconduct;

●costs of completing remediation programs; and

●potential non-lending losses and costs connected with certain litigation and regulatory investigations.

The provisions held include estimated customer refunds and program costs associated with the following major customer remediation programs:

●certain ongoing advice service fees charged by the Group’s salaried financial planners; and

●certain ongoing advice service fees charged by authorised representatives of the Group’s wholly owned subsidiaries Securitor Financial Group Limited and

Magnitude Group Pty Ltd.

During the year, significant progress has been made towards finalising a number of the Group’s major remediation programs, including those noted above relating

to ongoing advice services. Given the progress made, the degree of estimation uncertainty inherent in these major remediation provisions has reduced

significantly.

It is possible that the final outcome could be below or above the provision, if the actual outcome differs from the assumptions used in estimating the provision.

Remediation processes may change over time as further facts emerge and such changes could result in a change to the final exposure.

Certain litigation and regulatory investigations

At 30 September 2021, the Group held provisions in respect of potential non-lending losses and costs connected with certain litigation and regulatory

investigations including:

●ASIC proceedings in the Federal Court of Australia against Westpac in relation to the sale of consumer credit insurance (CCI) products to customers;

●a class action against BTFM and WLIS in the Federal Court of Australia in relation to aspects of BTFM’s BT Super for Life former cash investment option;

●ASIC’s investigation into the continued charging of advice service fees to customer accounts following the death of the relevant account holder;

●ASIC’s investigation into the sale and assignment of credit card and flexi loan debts to third party debt purchasers;

●ASIC’s investigation into Westpac’s systems and processes in relation to accounts held by deregistered companies and Westpac’s approach to rectification

and remediation of the relevant issues;

●ASIC’s investigation into the adequacy of disclosure of contributions fees charged for certain of our products and services;

●ASIC’s investigation into the provision of home and contents insurance, including where some customers received duplicate policies or were issued policies

without their consent; and

●ASIC’s investigation into arrangements concerning the provision of insurance to some superannuation customers (including the charging of adviser insurance

commissions in superannuation).

Westpac is working with ASIC to accelerate the closure of the investigations described above, which is expected to involve Court proceedings.

Provisions for these matters have been recognised in circumstances where there remains considerable uncertainty as to the expenses that may be associated

with each matter and, in particular, the approach a Court may take in assessing any appropriate penalties or damages. This includes where the parties may agree

a proposed penalty or settlement amount and submit it to the Court on an agreed basis (which the Court would have regard to but not be obliged to accept). The

actual aggregate expense to Westpac associated with either the agreed or court determined resolution of the matters may be materially higher or lower than the

provision.

Restructuring provisions

The Group carries restructuring provisions in relation to changes in business restructures primarily for separation and redundancy costs. The primary increase in

the current year relates to business sales entered into or completed during the year. Refer to Note 37 for further details.

WESTPAC GROUP 2021 ANNUAL REPORT 103
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Lease restoration obligations

The addition to the lease restoration provision reflects a reassessment of the cost of making good leasehold premises at the end of the Group’s property leases.

The increase in the expected make-good cost has been treated as an addition to the right-of-use asset and is being depreciated over the remaining life of those

assets.

Contingent liabilities

Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events and present obligations where the transfer of

economic resources is not probable or cannot be reliably measured. Contingent liabilities are not recognised on the balance sheet but are disclosed unless the

outflow of economic resource is remote.

Regulatory investigations, reviews and inquiries

Regulators, statutory authorities and other bodies routinely conduct investigations, reviews and inquiries involving the financial services sector, both in Australia

and overseas. These regulatory actions may consider a range of subject matters, and in Australia, a number of regulatory investigations and reviews are currently

considering potential misconduct in relation to credit and financial services. Matters the subject of regulatory reviews are also assessed for their impact on

customers, with customer remediation undertaken where appropriate in accordance with our Westpac Group Customer Remediation Policy.

Domestic regulators such as ASIC, APRA, ACCC, AUSTRAC, the OAIC, the ATO and the Fair Work Ombudsman, as well as certain international regulators such

as the Reserve Bank of New Zealand, Financial Markets Authority and Commerce Commission in New Zealand and Hong Kong Monetary Authority are currently

conducting investigations covering a range of matters involving the Group, that may include potential civil and criminal contraventions.

These include:

●investigations by the OAIC in relation to certain practices and systems for compliance with the Privacy Act 1988 (Cth);

●the provision of superannuation (including the adequacy of arrangements for the provision of written reasons to complainants about the payment of death

benefits, insurance in superannuation and compliance with the Superannuation Industry (Supervision) Act 1993 in connection with MySuper investment

performance); and

●other areas such as: risk governance; RBNZ liquidity policy and associated risk culture; credit portfolio management; prudential standards compliance; and

anti-money laundering and counter-terrorism financing processes and procedures.

It is uncertain what (if any) actions will result following the conclusion of the investigations set out above. No provisions have yet been made in relation to any

financial penalty that might arise in the event proceedings are pursued in relation to the matters outlined above, as any potential future liability of that kind cannot

be reliably estimated at this time.

These investigations may result (or have resulted) in litigation (including class action proceedings and criminal proceedings), significant fines and penalties,

infringement notices, enforceable undertakings, referral to the relevant Commonwealth or State Director of Public Prosecutions for consideration for criminal

prosecution, imposition of capital or liquidity requirements, licence revocation or variation, or other action being taken by regulators or other parties. Given the size

of Westpac, these investigations have in some instances resulted, and could in the future result, in findings of a significant number of breaches of obligations. This

in turn could lead to significant financial and other penalties.

Litigation

There are ongoing Court proceedings, claims and possible claims for and against the Group. Contingent liabilities exist in respect of actual and potential claims

and proceedings, including those listed below. An assessment of the Group’s likely loss has been made on a case-by-case basis for the purpose of the financial

statements but cannot always be reliably estimated, including in relation to those listed below. No provision has been recognised for potential losses that may

arise in relation to the matters below because liability is not certain and cannot be reliably estimated.

Regulatory litigation

●On 5 May 2021, ASIC filed civil proceedings against Westpac alleging that it had engaged in insider trading and unconscionable conduct, and had failed to

comply with its Australian Financial Services Licence obligations. The allegations relate to interest rate hedging activity during the course of Westpac’s

involvement in the 2016 Ausgrid privatisation transaction. Westpac has filed its Response to ASIC’s Concise Statement.

104 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Class actions

●Westpac is defending a class action proceeding which was commenced in December 2019 in the Federal Court of Australia on behalf of certain investors

who acquired an interest in Westpac securities between 16 December 2013 and 19 November 2019. The proceeding involves allegations relating to market

disclosure issues connected to Westpac’s monitoring of financial crime over the relevant period and matters which were the subject of the recent AUSTRAC

proceedings. The damages sought are unspecified. However, given the time period in question and the nature of the claims, it is likely that any alleged

damages will be significant.

●On 28 February 2020, a class action was commenced against Westpac, Westpac General Insurance Limited and WLIS in the Federal Court of Australia in

relation to Westpac’s sale of CCI. The claim follows other industry class actions. It is alleged that the three entities failed to adhere to a number of obligations

in selling CCI in conjunction with credit cards, personal loans and flexi loans. The damages sought are unspecified. The three entities are defending the

proceedings.

●On 16 July 2020, a class action was commenced against Westpac and St.George Finance Limited (SGF) in the Supreme Court of Victoria in relation to flex

commissions paid to auto dealers from 1 March 2013 to 31 October 2018. This proceeding is one of two class actions commenced against a number of

lenders in the auto finance industry. It is alleged that Westpac and SGF are liable for the unfair conduct of dealers acting as credit representatives and

engaged in misleading or deceptive conduct. The damages sought are unspecified. Westpac and SGF are defending the proceedings. Another law firm

publicly announced in July 2020 that it is preparing to commence a class action against Westpac entities for similar conduct. Westpac has not been served

with a claim from that law firm on flex commissions. Westpac has not paid flex commissions since 1 November 2018 following an industry-wide ban issued by

ASIC.

Westpac is aware from media reports and other publicly available material that other class actions against Westpac entities are being investigated. In July 2020, a

law firm publicly stated that it intends to commence a class action against BTFM alleging that since 2014, BTFM did not act in the best interests of members of

certain superannuation funds when obtaining group insurance policies. In August 2020, another law firm announced that it is investigating claims on behalf of

persons who in the past six years acquired, renewed or continued to hold a financial product (including life insurance) on the advice or recommendation of a

financial adviser from Magnitude Group, Securitor Financial Group or Westpac. Westpac has not been served with a claim in relation to either of these matters and

has no further information about the proposed claims beyond the public statements issued by the law firms involved.

Exposures relating to divested businesses

The Group has potential exposures relating to warranties, indemnities and other commitments it has provided to other parties in connection with various

divestments of businesses and assets and other transactions. The warranties, indemnities and other commitments cover a range of matters and risks, including

certain compliance, regulatory investigations and litigation matters outlined in this Note 26.

Internal reviews and remediation

As in prior periods, Westpac is continuing to undertake a number of reviews to identify and resolve issues that have the potential to impact our customers,

employees, other relevant stakeholders and reputation. These internal reviews continue to identify a number of issues in respect of which we are taking steps or

will take steps to put things right so that our customers and employees (as applicable) are not disadvantaged from certain past practices, including making

compensation/remediation payments and providing refunds where identified. These issues include, among other things, compliance with lending obligations

(including responsible lending), payroll processes, regulatory reporting, compliance with client monies requirements and impacts from inadequate product

governance including the way some product terms and conditions are operationalised.

The Group's APRA regulated insurer WLIS is reviewing premium increases on certain life insurance products following a number of customer complaints. This

review relates to Product Disclosure Statements for life insurance products issued in the years 2010 to 2017. This is a complex review where the outcomes are

currently uncertain. As such, there is a risk that customer remediation may be required in the future in relation to prior premium increases. The review will also

consider the premium increases that can and should be made in the future, and there is a risk that the outcomes of the review could impact the financial and/or

capital position of WLIS.

In addition, our New Zealand business is reviewing its processes for some products relating to the requirements of the New Zealand Credit Contracts and

Consumer Finance Act 2003. The outcome of this complex review is uncertain and could result in customer remediation, regulatory action and litigation.

By undertaking these reviews, we can also improve our processes and controls. An assessment of the Group’s likely loss has been made on a case-by-case basis

for the purpose of the financial statements but cannot always be reliably estimated. Contingent liabilities may exist in respect of actual or potential claims or

proceedings (which could be brought by customers, regulators or criminal prosecutors), compensation/remediation payments and/or refunds identified as part of

these reviews.

WESTPAC GROUP 2021 ANNUAL REPORT 105
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Australian Financial Complaints Authority

Contingent liabilities may also exist in relation to customer complaints brought before the Australian Financial Complaints Authority (AFCA). AFCA has the power

to make determinations about complaints and can award compensation up to certain thresholds. AFCA has a broader jurisdiction than previous dispute resolution

bodies which it has replaced.

Financial Claims Scheme

Under the Financial Claims Scheme (FCS), the Australian Government provides depositors a free guarantee of deposits in eligible ADIs up to and including

$250,000. The FCS applies to an eligible ADI if APRA has applied for the winding up of the ADI and the responsible Australian Government minister has declared

that the FCS applies to the ADI.

The Financial Claims Scheme (ADIs) Levy Act 2008 (Cth) provides for the imposition of a levy to fund the excess of certain APRA FCS costs connected to an ADI,

including payments by APRA to deposit holders in a failed ADI. The levy would be imposed on liabilities of eligible ADIs to their depositors and cannot be more

than 0.5% of the amount of those liabilities. A contingent liability may exist in respect of any levy imposed under the FCS.

Contingent tax risk

Tax and regulatory authorities in Australia and in other jurisdictions are reviewing the taxation treatment of certain transactions (both historical and present-day

transactions) undertaken by the Group in the course of normal business activities and the claiming of tax incentives and indirect taxes such as GST. The Group

also responds to various notices and requests for information it receives from tax and regulatory authorities.

These reviews, notices and requests may result in additional tax liabilities (including interest and penalties).

The Group has assessed these and other taxation claims arising in Australia and elsewhere, including seeking independent advice.

Settlement risk

The Group is subject to a credit risk exposure in the event that another counterparty fails to settle for its payments clearing activities (including foreign exchange).

The Group seeks to minimise credit risk arising from settlement risk in the payments system by aligning our processing method with the legal certainty of

settlement in the relevant clearing mechanism.

Parent Entity guarantees and undertakings

The Parent Entity makes the following guarantees and undertakings to subsidiaries:

●letters of comfort for certain subsidiaries which recognise that Westpac has a responsibility that those subsidiaries continue to meet their obligations; and

●guarantees to certain wholly owned subsidiaries which are Australian financial services or credit licensees to comply with legislative requirements. All but two

guarantees are capped at $20 million per year (with an automatic reinstatement for another $20 million) and two specific guarantees are capped at $2 million

(with an automatic reinstatement for another $2 million).

106 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 26. Provisions, contingent liabilities, contingent assets and credit commitments (continued)

Undrawn credit commitments

The Group enters into various arrangements with customers which are only recognised in the balance sheet when called upon. These arrangements include

commitments to extend credit, bill endorsements, financial guarantees, standby letters of credit and underwriting facilities.

They expose the Group to liquidity risk when called upon and also to credit risk if the customer fails to repay the amounts owed at the due date. The maximum

exposure to credit loss is the contractual or notional amount of the instruments. Some of the arrangements can be cancelled by the Group at any time and a

significant portion is expected to expire without being drawn. The actual liquidity and credit risk exposure varies in line with amounts drawn and may be less than

the amounts disclosed.

The Group uses the same credit policies when entering into these arrangements as it does for on-balance sheet instruments. Refer to Note 21 for further details of

liquidity risk and credit risk management.

Undrawn credit commitments excluding derivatives are as follows:

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Undrawn credit commitments

Letters of credit and guarantees

1


11,323 12,610 10,796 12,069

Commitments to extend credit

2


188,768 184,064 163,685 159,644

Other


- 267 - 266

Total undrawn credit commitments

3


200,091 196,941 174,481 171,979

1.Standby letters of credit are undertakings to pay, against presentation documents, an obligation in the event of a default by a customer. Guarantees are unconditional undertakings given to

support the obligations of a customer to third parties. The Group may hold cash as collateral for certain guarantees issued.

2.Commitments to extend credit include all obligations on the part of the Group to provide credit facilities. As facilities may expire without being drawn upon, the notional amounts do not

necessarily reflect future cash requirements. In addition to the commitments disclosed above, at 30 September 2021 the Group had offered $9.7 billion (2020: $4.9 billion) of facilities to

customers, which had not yet been accepted.

3.Include $0.8 billion (2020: nil) of undrawn credit commitments related to facilities which are held for sale.

Contingent assets

The credit commitments shown in the table above also constitute contingent assets. These commitments would be classified as loans in the balance sheet on the

contingent event occurring.

WESTPAC GROUP 2021 ANNUAL REPORT 107
Notes to the financial statements

CAPITAL AND DIVIDENDS

Note 27. Shareholders’ equity

Accounting policy

Share capital

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

Entity, purchased by the Parent Entity or other entities within the Group. These shares are adjusted against share capital as the net of the consideration paid to

purchase the shares and, where applicable, any consideration received from the subsequent sale or reissue of these shares.

Non-controlling interests

Non-controlling interests represent the share in the net assets of subsidiaries attributable to equity interests that are not owned directly or indirectly by the

Parent Entity.

Reserves

Foreign currency translation reserve

Exchange differences arising on translation of the Group’s foreign operations, and any offsetting gains or losses on hedging the net investment are reflected in

the foreign currency translation reserve. A cumulative credit balance in this reserve would not normally be regarded as being available for payment of dividends

until such gains are realised and recognised in the income statement on sale or disposal of the foreign operation.

Debt securities at FVOCI reserve

This reserve comprises the changes in fair value of debt securities measured at FVOCI (except for interest income, impairment charges and FX gains and

losses which are recognised in the income statement), net of any related hedge accounting adjustments and tax. These changes are transferred to non-interest

income in the income statement when the asset is disposed.

Equity securities at FVOCI reserve

This reserve comprises the changes in fair value of equity securities measured at FVOCI, net of tax. These changes are not transferred to the income

statement when the asset is disposed.

Cash flow hedge reserve

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

Share-based payment reserve

This comprises the fair value of equity-settled share-based payments recognised as an expense.

Other reserves

Other reserves for the Parent Entity relate to certain historic internal group restructurings performed at fair value. The reserve is eliminated on consolidation.

Other reserves for the Group consist of transactions relating to changes in the Parent Entity’s ownership of a subsidiary that do not result in a loss of control.

The amount recorded in other reserves reflects the difference between the amount by which NCI are adjusted and the fair value of any consideration paid or

received.

108 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 27. Shareholders’ equity (continued)

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Share capital



Ordinary share capital, fully paid41,60140,50941,60140,509

RSP treasury shares

1

(661)(618)(661)(618)

Other treasury shares

2

5555(3)(3)

Total treasury shares(606)(563)(664)(621)

Total share capital40,99539,94640,93739,888

NCI5751--

1.2021: 4,363,329 unvested shares held (2020: 4,588,277).

2.2021: nil shares held (2020: nil).

Ordinary shares

Westpac does not have authorised capital and the ordinary shares have no par value. Ordinary shares entitle the holder to participate in dividends and, in the

event of Westpac winding up, to a share of the proceeds in proportion to the number of and amounts paid on the shares held.

Each ordinary share entitles the holder to one vote, either in person or by proxy, at a shareholder meeting.

Reconciliation of movement in number of ordinary shares

Consolidated and Parent Entity

(number) 2021 2020

Opening balance


3,611,684,870 3,489,928,773

Share issuances

3

- 110,919,861

Dividend reinvestment plan

4


20,213,205 10,836,236

Dividend reinvestment plan underwrite

5

36,693,733-

Closing balance


3,668,591,808 3,611,684,870

3.The average price per share for the share issuance in 2020 was $24.81.

4.The DRP for the 2021 interim dividend had no impact on the number of ordinary shares on issue as Westpac arranged for the purchase of the necessary shares from the market and transfer

to participants of 9,085,937 ordinary shares at an average price of $25.98. The price per share for the issuance of shares in relation to the dividend reinvestment plan for the 2020 final

dividend was $19.83 (2020: 2019 final dividend was $25.17).

5.The Group entered into an arrangement to fully underwrite the 2020 final dividend, referred to as a DRP underwrite. The arrangement ensured that the capital impact of the dividend was

negated as new shares of equivalent value to the amount of dividend that was paid to shareholders in cash were purchased by the DRP underwriter. The price per share for the issuance of

shares in relation to the 2020 DRP underwrite was $19.59.

Ordinary shares purchased on-market

2021

Consolidated and Parent Entity Number Average Price ($)

For share-based payment arrangements:

Employee share plan (ESP)1,178,52719.09

RSP

6

2,052,82521.09

Westpac Performance Plan (WPP) - share rights exercised231,91321.89

Total number of ordinary shares purchased on-market3,463,265

6.Ordinary shares allocated to employees under the RSP are classified as treasury shares until the shares vest.

For details of the share-based payment arrangements refer to Note 32.

WESTPAC GROUP 2021 ANNUAL REPORT 109
Notes to the financial statements

Note 27. Shareholders’ equity (continued)

Reconciliation of movement in reserves

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Debt securities at FVOCI reserve

Balance as at beginning of year177(22)125(25)

Net gains/(losses) from changes in fair value578360730292

Income tax effect(177)(96)(220)(77)

Transferred to income statements(195)(79)(195)(79)

Income tax effect58155815

Loss allowance on debt securities measured at FVOCI2222

Exchange differences-(3)(1)(3)

Balance as at end of year443177499125

Equity securities at FVOCI reserve

Balance as at beginning of year(4)17-(1)

Net gains/(losses) from changes in fair value50(21)(2)1

Income tax effect(2)---

Balance as at end of year44(4)(2)-

Share-based payment reserve

Balance as at beginning of year1,7201,6421,6111,533

Share-based payment expense86788678

Balance as at end of year1,8061,7201,6971,611

Cash flow hedge reserve

Balance as at beginning of year(42)(129)20(65)

Net gains/(losses) from changes in fair value296(95)177(28)

Income tax effect(86)28(53)9

Transferred to income statements39218(13)150

Income tax effect(11)(64)4(46)

Balance as at end of year196(42)13520

Foreign currency translation reserve

Balance as at beginning of year(292)(179)(221)(145)

Exchange differences on translation of foreign operations249(177)40(148)

Gains/(losses) on net investment hedges(198)9(41)17

Transferred to income statements-55-55

Balance as at end of year(241)(292)(222)(221)

Other reserves

Balance as at beginning of year(15)(18)4141

Transactions with owners(6)3--

Balance as at end of year(21)(15)4141

Total reserves2,2271,5442,1481,576

110 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 28. Capital adequacy

APRA measures an ADI’s regulatory capital using three measures:

Level of capitalDefinition

Common Equity Tier 1 Capital (CET1)Comprises the highest quality components of capital that consists of paid-up share capital, retained profits and

certain reserves, less certain intangible assets, capitalised expenses and software, and investments and

retained profits in insurance and funds management subsidiaries that are not consolidated for capital adequacy

purposes.

Tier 1 CapitalThe sum of CET 1 and AT1 Capital. AT1 Capital comprises high quality components of capital that consist of

certain securities not included in CET 1, but which include loss absorbing characteristics.

Total Regulatory CapitalThe sum of Tier 1 Capital and Tier 2 Capital. Tier 2 Capital includes subordinated instruments and other

components of capital that, to varying degrees, do not meet the criteria for Tier 1 Capital, but nonetheless

contribute to the overall strength of an ADI and its capacity to absorb losses.

Under APRA’s Prudential Standards, Australian ADIs, including Westpac, are required to maintain a minimum CET1 ratio of at least 4.5%, Tier 1 Capital ratio of at

least 6.0% and Total Regulatory Capital ratios of at least 8.0%. APRA may also require ADIs, including Westpac, to meet Prudential Capital Requirements (PCRs)

above the industry PCRs. APRA does not allow the PCRs for individual ADIs to be disclosed.

APRA also requires ADIs to hold additional CET1 buffers comprising of:

●a capital conservation buffer (CCB) of 3.5% for ADIs designated by APRA as domestic systemically important banks (D-SIBs) unless otherwise determined

by APRA, which includes a 1.0% surcharge for D-SIBs. APRA has determined that Westpac is a D-SIB; and

●a countercyclical capital buffer. The countercyclical buffer is set on a jurisdictional basis and APRA is responsible for setting the requirement in Australia. The

countercyclical buffer requirement is currently set to zero for Australia and New Zealand.

Collectively, the above buffers are referred to as the “Capital Buffer” (CB). Should the CET 1 capital ratio fall within the capital buffer range restrictions on the

distributions of earnings will apply. This includes restrictions on the amount of earnings that can be distributed through dividends, AT1 Capital distributions and

discretionary staff bonuses.

APRA announcements on capital

APRA made the following announcements relevant to its capital framework:

●On 19 July 2021 APRA announced regulatory support for banks offering temporary financial assistance to borrowers impacted by COVID-19

1

. APRA has

outlined that for eligible borrowers, ADIs do not need to treat the period of deferral as a period of arrears or loan restructuring. This applied to loans granted a

repayment deferral of up to three months before the end of September 2021

2

. ADIs must continue to provision for these loans under accounting standards.

●APRA has released the final revised standard for APS 111 Capital Adequacy: Measurement of Capital, effective from 1 January 2022

3

. The final standard

includes changes to the parent ADI’s (Level 1) treatment of equity investments in banking and insurance subsidiaries including:

–Equity investments in subsidiaries (including any Additional Tier 1 and Tier 2 capital investments in subsidiaries) will be risk weighted at 250%, up to a

limit of 10% of Level 1 CET1 capital per investment; and

–Any equity investments in excess of the 10% limit will be fully deducted from Level 1 CET1 capital in determining Level 1 capital ratios.

●APRA is proposing changes to embed the ‘unquestionably strong’ level of capital in the capital framework, including implementation of Basel III reforms. On

21 July 2021 APRA released further guidance on capital buffers and the calculation of RWA including for specific asset classes

4

. As part of the proposal,

APRA intends to increase the capital conservation buffer from 2.5% to 4.0% and introduce a base level for the countercyclical capital buffer of 1.0%. As a

result, the CET1 capital ratio requirement for D-SIBs is proposed to increase from 8% to 10.5% from 1 January 2023. We expect further clarity on the

changes ahead of 1 January 2023.

1.APRA announcement - “APRA announces further regulatory support for loans impacted by COVID-19” dated 19 July 2021.

2.Letter to all authorised deposit taking institutions - “Regulatory support for loans impacted by COVID-19” dated 25 August 2021.

3.Letter to all authorised deposit taking institutions - “Final revised Prudential Standard: APS 111 Capital Adequacy - Measurement of Capital” dated 5 August 2021.

4.Letter to all authorised deposit taking institutions - “Bank Capital Reforms: Update” dated 21 July 2021.

WESTPAC GROUP 2021 ANNUAL REPORT 111
Notes to the financial statements

Note 28. Capital adequacy (continued)

●On 10 September 2021, APRA announced it expects ADIs to reduce their Committed Liquidity Facility (CLF) usage to zero by 31 December 2022

1

.

Westpac’s current CLF allocation is $37 billion. Westpac expects to reduce its allocation in line with APRA’s announcement, and to meet its liquidity

requirements by increasing its holdings of High Quality Liquid Assets.

Capital management strategy

Westpac’s approach to capital management seeks to ensure that it is adequately capitalised as an ADI. Westpac evaluates its approach to capital management

through an Internal Capital Adequacy Assessment Process (ICAAP), the key features of which include:

●the development of a capital management strategy, including consideration of regulatory minimums, capital buffers and contingency plans. The current

regulatory capital minimums together with the capital conservation buffer (CCB) are the Total CET1 Requirement. The Total CET1 Requirement for Westpac

is at least 8.0%, based on an industry minimum CET1 requirement of 4.5% plus a capital buffer of at least 3.5% applicable to D-SIBs

2,3

;

●consideration of both regulatory and economic capital requirements;

●a stress testing framework that challenges the capital measures, coverage and requirements including the impact of adverse economic scenarios; and

●consideration of the perspectives of external stakeholders including rating agencies as well as equity and debt investors.

Given the above and in light of proposed changes to APRA's capital management framework under which the CET1 capital ratio requirement for D-SIBs is to

increase from 8% to 10.5% (including the capital conservation buffer and the countercyclical capital buffer), Westpac will seek to operate with a CET1 capital ratio

above 10.5% as measured under the existing capital framework

4

. Capital settings may be reviewed if more challenging or uncertain conditions emerge, or if

APRA's proposals change significantly.

Note 29. Dividends

ConsolidatedParent Entity

$m20212020201920212020

Dividends not recognised at year end



Since year end the Directors have proposed the following dividends:



Final dividend 60 cents per share (2020: 31 cents, 2019: 80 cents) all fully franked at 30%2,201 1,120 2,791 2,201 1,120

Total dividends not recognised at year end


2,201 1,120 2,791 2,201 1,120

The Board has determined a final fully franked dividend of 60 cents per share, to be paid on 21 December 2021 to shareholders on the register at the record date

of 8 November 2021.

Shareholders can choose to receive their dividends as cash or reinvest for an equivalent number of shares under the Dividend Reinvestment Plan (DRP).

The Board has determined to satisfy the DRP for the 2021 final dividend by arranging for the purchase of shares in the market by a third party. The market price

used to determine the number of shares allocated to DRP participants will be set over the 10 trading days commencing 11 November 2021 and will not include a

discount.

Details of dividends recognised during the year are provided in the statement of changes in equity.

Westpac has announced an off-market buy-back of up to $3.5 billion worth of Westpac shares. Westpac's operating performance and progress on strategic

priorities, including the completion of a number of divestments, have contributed to a strong capital position, allowing Westpac to return capital to shareholders.

Australian franking credits available to the Parent Entity for subsequent years are $3,857 million (2020: $3,448 million, 2019: $1,558 million). This is calculated as

the year end franking credit balance, adjusted for the Australian current tax liability and the proposed 2021 final dividend.

New Zealand imputation credits

New Zealand imputation credits of NZ$ 0.07 (2020: NZ $0.07, 2019: NZ $0.07) per share will be attached to the proposed 2021 final dividend. New Zealand

imputation credits available to the Parent Entity for subsequent years are NZ$820 million (2020: NZ $980 million, 2019: NZ $860 million). This is calculated on the

same basis as the Australian franking credits but using the New Zealand current tax liability.

1.Letter to locally incorporated LCR authorised deposit taking institutions - "Committed Liquidity Facility update" dated 10 September 2021.

2.Noting that APRA may apply higher CET1 requirements for an individual ADI.

3.If an ADI's CET1 ratio falls below the Total CET1 Requirement (at least 8)%, they face restrictions on the distribution of earnings, such as dividends, distribution payments on AT1 capital

instruments and discretionary staff bonuses.

4.Allowing for quarterly volatility of capital ratios due to the half yearly cycle of ordinary dividend payments.

112 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

GROUP STRUCTURE

Note 30. Investments in subsidiaries and associates

Accounting policy

Subsidiaries

Westpac’s subsidiaries are entities which it controls and consolidates as it is exposed to, or has rights to, variable returns from the entity, and can affect those

returns through its power over the entity.

When the Group ceases to control a subsidiary, any retained interest in the entity is remeasured to fair value, with any resulting gain or loss recognised in the

income statement.

Changes in the Group’s ownership interest in a subsidiary which do not result in a loss of control are accounted for as transactions with equity holders in their

capacity as equity holders.

In the Parent Entity’s financial statements, investments in subsidiaries are initially recorded at cost and are subsequently held at the lower of cost and

recoverable amount.

All transactions between Group entities are eliminated on consolidation.

Associates

Associates are entities in which the Group has significant influence, but not control, over the operating and financial policies. The Group accounts for associates

using the equity method. The investments are initially recognised at cost (except where recognised at fair value due to a loss of control of a subsidiary), and

increased (or decreased) each year by the Group’s share of the associate’s profit (or loss). Dividends received from the associate reduce the investment in

associate.

Overseas companies predominantly carry on business in the country of incorporation. For unincorporated entities, ‘Country of incorporation’ refers to the country

where business is carried on. The financial years of all controlled entities are the same as that of Westpac unless otherwise stated. From time to time, the Group

consolidates a number of unit trusts where the Group has variable returns from its involvement with the trusts, and has the ability to affect those returns through its

power over the trusts. These unit trusts are excluded from the table.

The following table includes the principal controlled entities of the Group as at 30 September 2021.

Country of Country of

NameincorporationNameincorporation

Advance Asset Management Limited


Australia Westpac Financial Services Group Limited Australia

Asgard Capital Management Limited


Australia Westpac Life Insurance Services Limited

1

Australia

BT Financial Group Pty Limited


Australia Westpac Overseas Holdings No. 2 Pty Limited Australia

BT Funds Management Limited


Australia Westpac Securitisation Holdings Pty Limited Australia

BT Portfolio Services Limited


Australia Westpac Life-NZ-Limited

1

New Zealand

Capital Finance Australia Limited


Australia Westpac New Zealand Group Limited New Zealand

Crusade Trust No.2P of 2008


Australia Westpac New Zealand Limited (WNZL) New Zealand

Reinventure Fund, I.L.P.


Australia Westpac NZ Covered Bond Limited

2

New Zealand

Series 2008-1M WST


Australia Westpac NZ Securitisation Limited

2

New Zealand

St.George Finance Holdings LimitedAustraliaWestpac Securities NZ LimitedNew Zealand

Westpac Covered Bond TrustAustraliaWestpac Bank-PNG-LimitedPapua New Guinea

Westpac Equity Holdings Pty LimitedAustralia

1.Refer to Note 37 for details of assets and liabilities held for sale.

2.The Group indirectly owns 19% of Westpac NZ Covered Bond Limited (WNZCBL) and Westpac NZ Securitisation Limited (WNZSL), however, due to contractual and structural arrangements

both WNZCBL and WNZSL are considered to be controlled entities within the Group.

The following controlled entities have been granted relief from compliance with the balance date synchronisation provisions in the Corporations Act 2001: Westpac

Cash PIE Fund; Westpac Notice Saver PIE Fund; and Westpac Term PIE Fund.

The following material controlled entities are not wholly owned:

Percentage Owned 2021 2020

Reinventure Fund, I.L.P.99.0%99.0%

Westpac Bank-PNG-Limited


89.9%89.9%

Westpac NZ Covered Bond Limited


19.0%19.0%

Westpac NZ Securitisation Limited


19.0%19.0%

WESTPAC GROUP 2021 ANNUAL REPORT 113
Notes to the financial statements

Note 30. Investments in subsidiaries and associates (continued)

Non-controlling interests

Details of the balance of NCIs are set out in Note 27. There are no NCIs that are material to the Group.

Significant restrictions

On 2 April 2020, a decision was made by the RBNZ to freeze distribution of dividends on ordinary shares by all banks in New Zealand during the period of

uncertainty caused by COVID-19. With effect from 29 April 2021, these dividend restrictions were eased to allow New Zealand banks to pay up to a maximum of

50% of their earnings as dividend. This 50% dividend restriction will remain in place until 1 July 2022. As a result there is currently a restriction on the payment of

dividends by WNZL, the Group's New Zealand subsidiary.

There were no other significant restrictions on the ability to transfer cash or other assets, pay dividends or other capital distributions, provide or repay loans and

advances between the entities within the Group. There were also no significant restrictions on Westpac’s ability to access or use the assets and settle the liabilities

of the Group resulting from protective rights of NCIs.

Associates

There are no associates that are material to the Group.

Changes in ownership of subsidiaries

Businesses disposed during the year ending 30 September 2021

Westpac sold its interest in the following business during the year:


Westpac General Insurance Limited (sold on 1 July 2021)


Westpac General Insurance Services Limited (sold on 1 July 2021)


Westpac Vendor Finance business (sold on 31 July 2021)


Westpac Lenders Mortgage Insurance Limited (sold on 31 August 2021).

Refer to Notes 36 and 37 for further details of businesses disposed in 2021.

Businesses disposed during the year ending 30 September 2020

No businesses were sold in 2020.

Businesses disposed during the year ending 30 September 2019

Westpac sold its interest in Ascalon Capital Managers (Asia) Limited and Ascalon Capital Managers Limited on 8 February 2019 for a combined profit of $3 million

recognised in non-interest income (refer to Note 36).

Note 31. Structured entities

Accounting policy

Structured entities are generally created to achieve a specific, defined objective and their operations are restricted such as only purchasing specific assets.

Structured entities are commonly financed by debt or equity securities that are collateralised by and/or indexed to their underlying assets. The debt and equity

securities issued by structured entities may include tranches with varying levels of subordination.

Structured entities are classified as subsidiaries and consolidated if they meet the definition in Note 30. If the Group does not control a structured entity then it

will not be consolidated.

The Group engages in various transactions with both consolidated and unconsolidated structured entities that are mainly involved in securitisations, asset backed

and other financing structures and managed funds.

Consolidated structured entities

Securitisation and covered bonds

The Group uses structured entities to securitise its financial assets, including two covered bond programs, to assign pools of residential mortgages to bankruptcy

remote structured entities.

Refer to Note 24 for further details.

114 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 31. Structured entities (continued)

Group managed funds

The Group acts as the responsible entity and/or fund manager for various investment management funds. As fund manager, if the Group is deemed to be acting

as a principal rather than an agent then it consolidates the fund. The principal versus agent decision requires judgement of whether the Group has sufficient

exposure to variable returns.

Non-contractual financial support

The Group does not provide non-contractual financial support to these consolidated structured entities.

Unconsolidated structured entities

The Group has interests in various unconsolidated structured entities including debt or equity instruments, guarantees, liquidity and other credit support

arrangements, lending, loan commitments, certain derivatives and investment management agreements.

Interests exclude non-complex derivatives (e.g. interest rate or currency swaps), instruments that create, rather than absorb, variability in the entity (e.g. credit

protection under a credit default swap), and lending to a structured entity with recourse to a wider operating entity, not just the structured entity.

The Group’s main interests in unconsolidated structured entities, which arise in the normal course of business, are:

Trading securitiesThe Group actively trades interests in structured entities and normally has no other involvement with the structured

entity. The Group earns interest income on these securities and also recognises fair value changes through trading

income in non-interest income.

Investment securitiesThe Group holds mortgage-backed securities for liquidity purposes and the Group normally has no other involvement

with the structured entity. These assets are highly-rated, investment grade and eligible for repurchase agreements with

the RBA or another central bank. The Group earns interest income and net gains or losses on selling these assets are

recognised in the income statements.

Loans and other credit commitmentsThe Group lends to unconsolidated structured entities, subject to the Group’s collateral and credit approval processes, in

order to earn interest and fee income. The structured entities are mainly property trusts, securitisation entities and those

associated with project and property financing transactions.

Investment management agreementsThe Group manages funds that provide customers with investment opportunities. The Group also manages

superannuation funds for its employees. The Group earns management and performance fee income which is

recognised in non-interest income.

The Group may also retain units in these investment management funds, primarily through life insurance subsidiaries.

The Group earns fund distribution income and recognises fair value movements through non-interest income.

The following tables show the Group’s interests in unconsolidated structured entities and its maximum exposure to loss in relation to those interests. The

maximum exposure does not take into account any collateral or hedges that will reduce the risk of loss.


For on-balance sheet instruments, including debt and equity instruments in and loans to unconsolidated structured entities, the maximum exposure to loss is

the carrying value.


For off-balance sheet instruments, including liquidity facilities, loan and other credit commitments and guarantees, the maximum exposure to loss is the

notional amounts.

WESTPAC GROUP 2021 ANNUAL REPORT 115
Notes to the financial statements

Note 31. Structured entities (continued)

Investment in

third party

mortgage andInterest

otherFinancing toGroupin other

Consolidatedasset-backedsecuritisationmanagedstructured

$msecurities

1

vehiclesfundsentitiesTotal

2021

Assets



Trading securities and financial assets measured at FVIS


2,694 - - 40 2,734

Investment securities


5,352 - - - 5,352

Loans


- 23,028 - 18,415 41,443

Life insurance assets

2


- - - - -

Other assets


- - 55 - 55

Assets held for sale--232695927

Total on-balance sheet exposures


8,046 23,028 287 19,150 50,511

Total notional amounts of off-balance sheet exposures


— 6,609 15 8,553 15,177

Maximum exposure to loss


8,046 29,637 302 27,703 65,688

Size of structured entities

3


74,925 29,637 77,036 48,309 229,907

2020

Assets



Trading securities and financial assets measured at FVIS


1,526 - - 34 1,560

Investment securities6,105 - - - 6,105

Loans


- 20,094 - 16,955 37,049

Life insurance assets


- - 204 129 333

Other assets


- - 52 - 52

Total on-balance sheet exposures


7,631 20,094 256 17,118 45,099

Total notional amounts of off-balance sheet exposures


- 6,122 44 7,768 13,934

Maximum exposure to loss


7,631 26,216 300 24,886 59,033

Size of structured entities

3


59,324 26,216 67,423 40,209 193,172

1.The Group’s interests in third-party mortgages and other asset-backed securities are senior tranches of notes and are investment grade rated.

2.Balances reclassified to assets held for sale.

3.Represents either the total assets or market capitalisation of the entity, or if not available, the Group’s total committed exposure (for lending arrangements and external debt and equity

holdings), funds under management (for Group managed funds) or the total value of notes on issue (for investments in third-party asset-backed securities).

Non-contractual financial support

The Group does not provide non-contractual financial support to these unconsolidated structured entities.

116 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

OTHER

Note 32. Share-based payments

Accounting policy

The Group enters into various share-based payment arrangements with its employees as a component of overall compensation for services provided. Share-

based payment arrangements comprise rights to receive shares for free (share rights) and restricted shares (issued at no cost). Share-based payment

arrangements typically require a specified period of continuing employment (the service period or vesting period) and may include performance targets (vesting

conditions). Specific details of each arrangement are provided below.

Share-based payments must be classified as either cash-settled or equity-settled arrangements. The Group’s significant arrangements are equity-settled, as the

Group is not obliged to settle in cash.

Share rights

Share rights are equity-settled arrangements. The fair value is measured at grant date and is recognised as an expense over the service period, with a

corresponding increase in the share-based payment reserve in equity.

The fair values of share rights are estimated at grant date using a binomial/Monte Carlo simulation pricing model which incorporates the vesting and market-

related performance targets of the grants. The fair value of share rights excludes non-market vesting conditions such as employees’ continuing employment by

the Group. The non-market vesting conditions are instead incorporated in estimating the number of share rights that are expected to vest and are therefore

recognised as an expense. At each reporting date the non-market vesting assumptions are revised and the expense recognised each year takes into account the

most recent estimates. The market-related assumptions are not revised each year as the fair value is not re-estimated after the grant date.

Restricted share plan (RSP)

The RSP is accounted for as an equity-settled arrangement. The fair value of shares allocated to employees for nil consideration is recognised as an expense

over the vesting period with a corresponding increase in the share-based payments reserve in equity. The fair value of ordinary shares issued to satisfy the

obligation to employees is measured at grant date and is recognised as a separate component of equity.

Employee share plan (ESP)

The value of shares expected to be allocated to employees for nil consideration is recognised as an expense over the financial year and provided for as other

employee benefits. The fair value of any ordinary shares issued to satisfy the obligation to employees is recognised in equity. Alternatively, shares may be

purchased on-market to satisfy the obligation to employees.

Scheme name

Westpac Long Term Variable


Reward Plan (LTVR)Westpac Performance Plan (WPP)

Restricted Share Plan


(RSP)

Employee Share Plan


(ESP)

Type of share-based

payment

Share rights (allocated at no cost).Share rights (allocated at no cost).Westpac ordinary shares

(allocated at no cost).

Westpac ordinary shares (allocated at

no cost) of up to $1,000 per employee

per year.

How it is usedAligns executive remuneration and

accountability with shareholder interests

over the long term.

Primarily used for mandatory deferral of a portion of

short-term variable reward for New Zealand employees

and key employees based outside Australia.

Primarily used to reward key

employees and for mandatory

deferral of a portion of short-

term variable reward for

Australian employees and

some other offshore

jurisdictions.

To reward eligible Australian

employees (unless they have already

been provided instruments under

another scheme for the previous

year).

Exercise priceNil Niln/an/a

Performance hurdlesFor the 2020 and 2021 awards: relative

Total Shareholder return (TSR) over a four-

year performance period.

NoneNoneNone

For the 2017, 2018 and 2019 awards: TSR

over a four-year performance period and

average cash Return on Equity (cash ROE)

over a three-year performance period plus

one-year holding lock, each applying to half

of the award.

WESTPAC GROUP 2021 ANNUAL REPORT 117
Notes to the financial statements

Note 32. Share-based payments (continued)

Scheme name

Westpac Long Term Variable


Reward Plan (LTVR)Westpac Performance Plan (WPP)

Restricted Share Plan


(RSP)

Employee Share Plan


(ESP)

Service conditionsContinued employment throughout the

vesting period or as determined by the

Board.

Continued employment throughout the vesting period or

as determined by the Board.

Continued employment

throughout the restriction

period or as determined by

the Board.

Shares must normally remain within

the ESP for three years from granting

unless the employee leaves Westpac.

Vesting period (period

over which expenses

are recognised)

4 yearsDefined period set out at time of grant.Defined period set out at time

of grant.

1 year

Treatment at end of

term

Automatically exercised at the end of the

term.

Automatically exercised at the end of the term.Vested shares are released

from the RSP at the end of

the vesting period.

Shares are released at the end of the

restriction period or when the

employee leaves Westpac.

Does the employee

receive dividends and

voting rights during the

vesting period?

NoNoYesYes

Each share-based payment scheme is quantified below.

(i) Westpac Long-Term Variable Reward Plan (LTVR)

Outstanding Outstanding

as at beginningGranted duringExercisedLapsed duringOutstanding as atand exercisable

of yearthe yearduring the yearthe yearend of yearas at end of year

2021

Share rights


3,066,3261,383,9861,571788,9113,659,8302,148

Weighted average remaining contractual life 12.4 years 12.7 years

2020

Share rights 4,554,589 779,581 - 2,267,844 3,066,326 3,719

The weighted average fair value at grant date of LTVR share rights issued during the year was $6.56 (2020: $28.44).

(ii) Westpac Performance Plan (WPP)

Outstanding Outstanding

as at beginningGranted duringExercisedLapsed duringOutstanding as atand exercisable

of yearthe yearduring the yearthe yearend of yearas at end of year

2021

Share rights

One-year vesting period 206,241 33,145 83,204 36,041 120,141 86,996

Two-year vesting period 292,941 34,352 85,090 40,433 201,770 63,704

Three-year vesting period 76,848 9,281 29,179 630 56,320 9,796

Four-year vesting period 381,105 164,742 42,724 14,783 488,340 11,065

Total share rights 957,135 241,520 240,197 91,887 866,571 171,561

Weighted average remaining contractual life 12.8 years 12.6 years

2020

Share rights 786,466 438,858 175,957 92,232 957,135 164,219

The weighted average fair value at grant date of WPP share rights issued during the year was $18.27 (2020: $24.68).

118 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 32. Share-based payments (continued)

(iii) Restricted Share Plan (RSP)


Outstanding Outstanding

as at beginningGranted duringForfeitedas at end

Allocation dateof yearthe yearReleasedduring the yearof year

20214,389,1612,165,0462,012,519226,6134,315,075

2020


4,773,171 2,100,030 2,081,545 402,495 4,389,161

The weighted average fair value at grant date of RSP shares issued during the year was $20.63 (2020: $23.88).

(iv)Employee Share Plan (ESP)

Average

number

of sharesTotal number

AllocationNumber ofallocated perof sharesMarketTotal

date participants participant allocated price per share

1

fair value

202120 November 202027,078521,408,056$19.20$27,034,675

2020


21 November 2019 25,72538977,550$26.20$25,611,810

1.The market price per share for the allocation is based on the five day volume-weighted average price up to the grant date.

The 2020 ESP award was satisfied through the purchase of shares on-market.

The liability accrued for the ESP at 30 September 2021 is $28 million (2020: $28 million) and is provided for as other employee benefits.

(v) Other plans

Westpac also provides plans for small, specialised parts of the Group. The benefits under these plans are directly linked to growth and performance of the relevant

part of the business. The plans, individually and in aggregate, are not material to the Group in terms of expenses and dilution of earnings.

The names of all persons who hold share options and/or rights currently on issue are entered in Westpac’s register of option holders which may be inspected at

Link Market Services, Level 12, 680 George Street, Sydney, New South Wales.

(vi) Fair value assumptions

The fair values of share rights have been independently calculated at their respective grant dates.

The fair value of share rights with performance targets based on relative TSR takes into account the average TSR outcome determined using a Monte Carlo

simulation pricing model.

The fair values of share rights without TSR based performance targets (i.e. share rights with cash EPS compound annual growth rate (CAGR), economic profit

and cash ROE performance targets) have been determined with reference to the share price at grant date and a discount rate reflecting the expected dividend

yield over their vesting periods.

Other significant assumptions include:


a risk free rate of return of 0.2%, applied to TSR-hurdled grants;


a dividend yield on Westpac shares of 6.0%, applied to TSR and ROE-hurdled grants;


volatility in Westpac’s TSR of 25%, applied to TSR-hurdled grants; and


volatilities of, and correlation factors between, TSR of the comparator group and Westpac for TSR-hurdled grants.

WESTPAC GROUP 2021 ANNUAL REPORT 119
Notes to the financial statements

Note 33. Superannuation commitments

Accounting policy

The Group recognises an asset or a liability for its defined benefit schemes, being the net of the defined benefit obligations and the fair value of the schemes’

assets. The defined benefit obligation is calculated as the present value of the estimated future cash flows, discounted using high-quality long dated corporate

bond rates.

The superannuation expense is recognised in operating expenses and remeasurements are recognised through OCI.

Critical accounting assumptions and estimates

The actuarial valuation of plan obligations is dependent upon a series of assumptions, principally price inflation, salary growth, mortality, morbidity, discount rate

and investment returns. Different assumptions could significantly alter the valuation of the plan assets and obligations and the resulting remeasurement

recognised in OCI and the superannuation expense recognised in the income statement.

Westpac had the following defined benefit plans at 30 September 2021:

Date of last actuarial assessment of

Name of plan Type Form of benefit the funding status

Westpac Group Plan (WGP)

1


Defined benefit and accumulation Indexed pension and lump sum

30 June 2018

Westpac New Zealand Superannuation Scheme (WNZS)


Defined benefit and accumulation Indexed pension and lump sum

30 June 2020

Westpac Banking Corporation UK Staff Superannuation Scheme (UKSS)1


Defined benefit Indexed pension and lump sum

5 April 2018

Westpac UK Medical Benefits Scheme


Defined benefit Medical benefits

n/a

1. The 2021 final actuarial assessment of the funding status for WGP and UKSS will be available in 2022.

The defined benefit sections of the schemes are closed to new members. The Group has no obligation beyond the annual contributions for the accumulation or

defined contribution sections of the schemes.

The WGP is the Group’s principal defined benefit plan and is managed and administered in accordance with the terms of its trust deed and relevant legislation in

Australia. Its defined benefit liabilities are based on salary and length of membership for active members and inflation in the case of pensioners.

The defined benefit schemes expose the Group to the following risks:


discount rate – reductions in the discount rate would increase the present value of the future payments;


inflation rate – increases in the inflation rate would increase the payments to pensioners;


investment risk – lower investment returns would increase the contributions needed to offset the shortfall;


mortality risk – members may live longer than expected extending the cash flows payable by the Group;


behavioural risk - higher proportion of members taking some of their benefits as a pension rather than a lump sum would increase the cash flows payable by

the Group; and


legislative risk – legislative changes could be made which increase the cost of providing defined benefits.

Investment risk is managed by setting benchmarks for the allocation of plan assets between asset classes. The long-term investment strategy will often adopt

relatively high levels of equity investment in order to:


secure attractive long-term investment returns; and


provide an opportunity for capital appreciation and dividend growth, which gives some protection against inflation.

Funding recommendations for the WGP, WNZS and the UKSS are made based on triennial actuarial valuations. The funding valuations of the defined benefit

plans are based on different assumptions to the calculation of the defined benefit surplus/deficit for accounting purposes. Based on the most recent valuations, the

defined benefit plan assets are adequate to cover the present value of the accrued benefits of all members with a combined surplus of $143 million (2020: $154

million). Current contribution rates are as follows:


WGP – contributions are made to the WGP at the rate of 15.4% of members’ salaries;


WNZS – contributions are made to the WNZS at the rate of 17% of members’ salaries; and


UKSS – not required to make contributions under the 2018 actuarial assessment.

120 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 33. Superannuation commitments (continued)

Contributions

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Employer contributions


33 26 31 26

Member contributions


10 10 10 10

Expected employer contributions for the year ended 30 September 2022 are $23 million.

Expense recognised

ConsolidatedParent Entity

$m20212020201920212020

Current service cost


45 44 33 44 43

Net interest cost on net benefit liability


12 8 (2) 12 8

Total defined benefit expense


57 52 31 56 51

Defined benefit balances recognised

ConsolidatedParent Entity

$m2021202020212020

Benefit obligation as at end of year


2,953 2,880 2,877 2,790

Fair value of plan assets as at end of year


2,582 2,350 2,524 2,295

Net surplus/(deficit)


(371) (530) (353) (495)

Defined benefit surplus included in other assets


64 71 64 71

Defined benefit deficit included in other liabilities


(435) (601) (417) (566)

Net surplus/(deficit)


(371) (530) (353) (495)

The average duration of the defined benefit obligation is 15 years (2020: 14 years).

Significant assumptions

20212020

AustralianOverseasAustralianOverseas

Consolidated and Parent Entity fundsfundsfundsfunds

Discount rate


3.1% 2.1%-2.2%2.6% 0.7%-1.5%

Salary increases


3.2% 3.0%-5.2%2.7% 3.0%-4.6%

Inflation rate (pensioners received inflationary increase)


2.2% 2.0%-3.6%1.7% 2.0%-3.1%

Life expectancy of a 60-year-old male


31.4 28.1-28.431.3 28.1-28.2

Life expectancy of a 60-year-old female34.3 29.6-29.734.2 29.5-29.6

Sensitivity to changes in significant assumptions

The following table shows the impact of changes in assumptions on the defined benefit obligation for the WGP. No reasonably possible changes in the

assumptions of the Group’s other defined benefit plans would have a material impact on the defined benefit obligation.

Increase in obligation

$m20212020

0.5% decrease in discount rate


235 230

0.5% increase in annual salary increases


12 19

0.5% increase in inflation rate (pensioners receive inflationary increase)


215 201

1 year increase in life expectancy


71 68

WESTPAC GROUP 2021 ANNUAL REPORT 121
Notes to the financial statements

Note 33. Superannuation commitments (continued)

Asset allocation

The table below provides a breakdown of the schemes’ investments by asset class.

20212020

AustralianOverseasAustralianOverseas

$mfundsfundsfundsfunds

Cash


5%2%6%1%

Equity instruments


47%7%45%9%

Debt instruments


25%5%25%4%

Property


8%2%8%1%

Other assets


15%84%16%85%

Total


100%100%100%100%

Equity and debt instruments are mainly quoted assets while property and other assets are mainly unquoted. Other assets include infrastructure funds and private

equity funds.

Note 34. Auditor’s remuneration

The fees payable to the auditor, PricewaterhouseCoopers (PwC), and overseas firms belonging to the PwC network of firms were:

ConsolidatedParent Entity

$'0002021202020212020

Audit and audit-related fees



Audit fees



PwC Australia


29,30627,667 29,14827,667

Overseas PwC network firms


4,3105,295 536705

Total audit fees


33,61632,962 29,68428,372

Audit-related fees



PwC Australia


1,4564,404 1,4564,404

Overseas PwC network firms


221107 --

Total audit-related fees


1,6774,511 1,4564,404

Total audit and audit-related fees


35,29337,473 31,14032,776

Tax fees



PwC Australia


3557 3557

Total tax fees


3557 3557

Total audit and non-audit fees


35,32837,530 31,17532,833

Fees payable to the auditor have been categorised as follows:

AuditThe year end audit, half-year review and comfort letters associated with debt issues and capital raisings.

Audit-relatedConsultations regarding accounting standards and reporting requirements, regulatory compliance reviews and assurance related to debt and

capital offerings.

TaxTax compliance and tax advisory services.

It is Westpac’s policy to engage PwC on assignments additional to its statutory audit duties only if its independence is not impaired or seen to be impaired and

where its expertise and experience with Westpac is important. All services were approved by the Board Audit Committee in accordance with Westpac’s Pre-

Approval of Engagement of PricewaterhouseCoopers for Audit or Non-Audit Services Policy.

PwC also received fees of $9.6 million (2020: $6.1 million) for various entities which are related to Westpac but not consolidated. These non-consolidated entities

include entities sponsored by the Group, trusts of which a Westpac Group entity is trustee, manager or responsible entity, superannuation funds and pension

funds.

122 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 35. Related party disclosures

Related parties

Westpac’s related parties are those it controls or can exert significant influence over. Examples include subsidiaries, associates, joint ventures and superannuation

plans as well as key management personnel and their related parties.

Key management personnel (KMP)

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

This includes all Executives and Non-Executive Directors.

Parent Entity

Westpac Banking Corporation is the ultimate parent company of the Group.

Subsidiaries - Note 30

The Parent Entity has the following related party transactions and balances with subsidiaries:

Type of transaction/balanceDetails disclosed in

Balances due to/from subsidiariesBalance Sheet

Dividend income/Transactions with subsidiariesNote 4

Interest income and Interest expenseNote 3

Tax consolidated group transactions and undertakingsNote 7

Guarantees and undertakingsNote 26

The balances due to/from subsidiaries include a wide range of banking and other financial facilities.

The terms and conditions of related party transactions between the Parent Entity and subsidiaries are sometimes different to commercial terms and conditions.

Related party transactions between the Parent Entity and subsidiaries eliminate on consolidation.

Associates - Note 30

The Group provides a wide range of banking and other financial facilities and funds management activities to its associates on commercial terms and conditions.

Superannuation plans

The Group contributed $418 million (2020: $361 million) to defined contribution plans and $33 million (2020: $26 million) to defined benefit plans. Refer to Note 33.

Remuneration of KMP

Total remuneration

1

of the KMP was:

Post Other long-

Short-termemploymenttermTerminationShare-based

$benefitsbenefitsbenefitsbenefitspaymentsTotal

Consolidated

202128,469,165730,700(29,003)3,101,00610,832,58443,104,452

202022,506,249967,898657,3751,176,4872,654,51027,962,519

Parent Entity

202127,108,174607,503(29,003)2,421,2679,631,77739,739,718

202021,513,543873,350657,3751,176,4872,147,88426,368,639

1.Comparative amounts have been revised to align to current year presentation. The revisions primarily relate to changes in interpretation as to the appropriate period over which to expense the

fair value of certain grants and to the appropriate grant date on which to value grants where there is an opt-out period.

WESTPAC GROUP 2021 ANNUAL REPORT 123
Notes to the financial statements

Note 35. Related party disclosures (continued)

Other transactions with KMP

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 Westpac are comparable to transactions with other employees and did not involve more than the normal risk of

repayment or present other unfavourable features.

Details of loans provided and the related interest charged to KMP and their related parties are as follows:

Interest Number of

payable forClosing loanKMP with

$the yearbalanceloans

2021403,89328,924,92412

2020549,25715,779,1578

Share rights holdings

For compliance with SEC disclosure requirements, the following table sets out certain details of the performance share rights and unhurdled share rights held at

30 September 2021 by the CEO and other key management personnel (including their related parties):

Number of

Latest Date of ExerciseShare Rights

Managing Director and Chief Executive Officer

Peter King


Ranges from 1 October 2032 to 1 October 2035460,630

Group Executives


Scott Collary


1 October 2035120,614

Chris De Bruin


1 October 2035100,676

Carolyn McCann


Ranges from 1 October 2032 to 1 October 2035174,136

Anthony Miller1 October 2035120,492

Christine Parker


Ranges from 1 October 2032 to 1 October 2035280,816

Simon PowerRanges from 1 October 2032 to 1 October 203538,122

Michael Rowland


1 October 203599,415

David StephenRanges from 1 October 2032 to 1 October 2035514,052

Les VanceRanges from 2 April 2035 to 1 October 203598,441

Jason Yetton


Ranges from 2 April 2035 to 1 October 2035180,201

Former Group Executive

Richard Burtonn/a-

Guil Lima1 October 2034179,017

David McLeanRanges from 1 October 2022 to 1 October 2035422,413

Gary ThursbyRanges from 1 October 2032 to 1 October 2034191,760

Alastair Welshn/a-

Curt Zubern/a-

The Group has not issued any options during the year and there are no outstanding options as at 30 September 2021.

124 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 36. Notes to the cash flow statements

Accounting policy

Cash and balances with central banks include cash held at branches and in ATMs, balances with overseas banks in their local currency and balances with

central banks including accounts with the RBA and accounts with overseas central banks.

Reconciliation of net cash provided by/(used in) operating activities to net profit for the year is set out below.

ConsolidatedParent Entity

$m20212020201920212020

Net profit for the year


5,4632,2926,790 4,6132,658

Adjustments:



Depreciation, amortisation and impairment


3,0542,4731,079 2,7752,142

Impairment charges


(348)3,371966 (222)2,864

Net decrease/(increase) in current and deferred tax


350(1,112)(541) (195)(937)

(Increase)/decrease in accrued interest receivable


183239132 173208

(Decrease)/increase in accrued interest payable


(423)(1,260)(341) (340)(1,143)

(Decrease)/increase in provisions


(1,716)1,9251,143 (1,722)2,003

Other non-cash items


(253)(693)(832) 1,067(1,114)

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


6,3107,2358,396 6,1496,681

Net (increase)/decrease in:



Collateral paid305348(847)339329

Trading securities and other financial assets measured at FVIS


19,316(8,756)(7,629) 18,625(8,266)

Derivative financial instruments(2,420)1,8517,605(1,874)2,103

Loans


(15,098)18,272(4,188) (11,228)21,273

Other financial assets(274)273336258283

Life insurance assets and life insurance liabilities(593)(277)(134)--

Other assets


670(13) (23)50

Net increase/(decrease) in:



Collateral received93(1,096)1,007312(1,072)

Deposits and other borrowings


33,73728,9101,113 28,69620,859

Other financial liabilities9,03611,8171,4636,50011,866

Other liabilities


(8)4(5) (4)(7)

Net cash provided by/(used in) operating activities


50,41058,6517,104 47,75054,099

WESTPAC GROUP 2021 ANNUAL REPORT 125
Notes to the financial statements

Note 36. Notes to the cash flow statements (continued)

Details of the assets and liabilities over which control ceased

Details of the entities over which control ceased are provided in Note 37.

ConsolidatedParent Entity

$m20212020201920212020

Assets:



Cash and balances with central banks


50-3 --

Trading securities and other financial assets measured at FVIS409-3--

Loans369----

Other financial assets


688-3 --

Property and equipment29----

Deferred tax assets4----

Intangible assets243----

Other assets226----

Total assets


2,018-9 --

Liabilities:



Other financial liabilities110----

Provisions


9-- --

Other liabilities


720-- --

Total liabilities


839-- --

Total equity attributable to owners of WBC


1,179-9 --

Cash proceeds received (net of transaction costs)


1,322-2 --

Expected receivable (completion settlement)8----

Deferred consideration37----

Total consideration


1,367-2 --

Reserves reclassified to the income statement


--10 --

Gain/(loss) on disposal


188-3 --

Reconciliation of cash proceeds from disposal:


Cash proceeds received (net of transaction costs)


1,322-2 --

Less: Cash deconsolidated


(50)-(3) --

Cash consideration (paid)/received (net of transaction costs and cash held)


1,272-(1) --

Non-cash financing activities

Shares issued under the dividend reinvestment plan


4012731,489 401273

Increase in lease liabilities


199177- 114173

On 4 December 2020, $866 million of Westpac Capital Notes (WCN) 3 were transferred to the WCN 3 nominated party for $100 each pursuant to the WCN 7

reinvestment offer. Those WCN 3 were subsequently redeemed and cancelled by Westpac. On 22 March 2021, the remaining $458 million of WCN 3 were

redeemed and cancelled by Westpac for $100 each.

On 15 September 2021, $1,152 million of WCN4 were transferred to the WCN4 nominated party for $100 each pursuant to the WCN8 reinvestment offer. Those

WCN4 were subsequently redeemed and cancelled by Westpac. On 15 October 2021, Westpac issued a redemption notice notifying WCN4 holders that all

outstanding WCN4 will be redeemed on the optional redemption date, being 20 December 2021.

Cash and balances with central banks

The following table provides the breakdown of cash and cash balances with central banks.

ConsolidatedParent Entity

$m 2021 2020 2021 2020

Cash and cash at bank


16,504 15,865 16,156 15,335

Exchange settlement accounts


54,587 13,978 46,412 9,892

Regulatory deposits with central banks


262 286 186 209

Total cash and balances with central banks


71,353 30,129 62,754 25,436

126 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 36. Notes to the cash flow statements (continued)

Restricted cash

Certain of our foreign operations are required to maintain reserves or minimum balances with central banks in their respective countries of operation, totalling

$445 million (2020: $457 million) for the Group and $369 million (2020: $380 million) for the Parent Entity which are included in cash and balances with central

banks.

Note 37. Assets and liabilities held for sale

Accounting policy

Assets and liabilities held for sale

Non-current assets or disposal groups are classified as held for sale if they will be recovered primarily through sale rather than through continuing use and a sale

is considered highly probable. Non-current assets or disposal groups held for sale are measured at the lower of their existing carrying amount and fair value less

costs to sell, except for liabilities and certain assets such as deferred tax assets, financial assets and contractual rights under insurance contracts, which are

specifically exempt from this requirement and continue to be recognised at their existing carrying value.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for

any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously

recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of

derecognition.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Non-current assets classified as held for sale and the assets of a

disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held

for sale are presented separately from other liabilities in the balance sheet.

During the year ending 30 September 2021, the assets and liabilities of certain businesses were classified as held for sale. As these businesses do not constitute

a major line of business for the Group, they have not been classified as discontinued operations.

Details of the businesses which were classified as held for sale during the financial year are as follows:

Businesses held for sale as at 30 September 2021

Westpac Motor Vehicle Dealer Finance and Novated Leasing business

On 28 June 2021, the Group announced that it expects to sell its motor vehicle dealer finance and novated leasing business to Angle Auto Finance Pty Ltd, a

portfolio company of Cerberus Capital Management, L.P. As part of the sale, Westpac will transfer:

●Auto dealer and introducer agreements together with wholesale dealer loans of approximately $1 billion;

●Strategic alliance agreements with vehicle manufacturers; and

●Novated lease origination capability and related agreements.

Westpac will retain its existing retail auto loans of around $10 billion originated by the businesses being transferred. The loans will run down in the normal course

of business over the life of those loans. Westpac will also progressively cease new retail auto loan originations from these three channels with customers still able

to use the Group’s Consumer and Business lending products to help buy motor vehicles.

The sale agreement includes initial payment on completion based on the final value of the portfolio transferred and deferred consideration payable over the two-

year period following completion. Completion of the transaction will occur over several stages to allow for a smooth transition. Final completion of the transaction is

expected by no later than 31 March 2022, at which time a small gain on sale is expected to be recognised in non-interest income.

The business is currently included in the Group’s Specialist Businesses division.

Westpac New Zealand Life Insurance business

On 6 July 2021, the Group announced that it had entered into an agreement to sell Westpac Life-NZ-Limited to Fidelity Life Assurance Company Limited and enter

into an exclusive 15-year agreement for the distribution of life insurance products to Westpac’s New Zealand customers. This entity is currently included in the

Group’s Westpac New Zealand division.

WESTPAC GROUP 2021 ANNUAL REPORT 127
Notes to the financial statements

Note 37. Assets and liabilities held for sale (continued)

The sale price of NZ$400 million (approximately A$375 million

1

) is expected to result in a small post-tax gain on sale. The transaction also includes ongoing

payments to Westpac in accordance with the distribution agreement.

Completion of the transaction is subject to various regulatory approvals and is expected to occur by first half 2022, at which time the gain will be recognised in

non-interest income.

Westpac Australian Life Insurance business

On 9 August 2021, the Group announced that it will sell Westpac Life Insurance Services Limited to TAL Dai-ichi Life Australia Pty Limited (TAL) and enter into an

exclusive 20-year strategic alliance for the provision of life insurance products to Westpac’s Australian customers. This entity is currently included in the Group’s

Specialist Businesses division.

The sale price is $900 million and is estimated to result in a pre-tax loss on sale of $1.3 billion. For the year ended 30 September 2021, a loss of $224 million has

been recognised in operating expenses reflecting expected separation and transaction costs. The remaining loss will be recognised on completion of the sale. The

transaction also includes ongoing payments to Westpac in accordance with the distribution agreement.

Westpac will retain responsibility for certain pre-completion matters and provide protection to TAL through a combination of provisions, warranties and indemnities.

Completion of the transaction is subject to various regulatory approvals and is expected to occur in the second half of the 2022 calendar year.

Businesses no longer held for sale as at 30 September 2021

Westpac General Insurance Limited and Westpac General Insurance Services Limited

On 2 December 2020, the Group announced it would sell Westpac General Insurance Limited and Westpac General Insurance Services Limited to Allianz and

enter into an exclusive 20-year agreement for the distribution of general insurance products to Westpac’s customers. The sale was completed on 1 July 2021 for

$725 million and resulted in a pre-tax gain on sale of $160 million (net of transaction and separation costs) recognised in non-interest income. A further payment of

$25 million is expected to be received by Westpac by 31 December 2021 subject to an integration milestone, with contingent payments over the next five years in

addition to ongoing payments under the distribution agreement.

Westpac will retain responsibility for certain pre-completion matters and provide protection to Allianz through a combination of customary warranties and

indemnities.

These entities were included in the Group’s Specialist Businesses division.

Westpac Vendor Finance business

On 21 August 2020, the Group announced that it had entered into an agreement for the sale of its Vendor Finance business to Angle Auto Finance Pty Ltd, a

portfolio company of Cerberus Management, L.P. The sale was completed on 31 July 2021 resulting in a pre-tax gain on sale of $29 million recognised at this date

in non-interest income. A pre-tax loss of $81 million was previously recognised in operating expenses prior to completion date, reflecting a writedown of assets

held for sale to their estimated fair value less costs to sell and recognition of related separation and transaction costs.

The business was included in the Group’s Specialist Businesses division.

Westpac Lenders Mortgage Insurance Limited

On 18 March 2021, the Group announced it would sell Westpac Lenders Mortgage Insurance Limited (WLMI) to Arch Capital Group (Arch) and enter into a 10-

year exclusive supply agreement for Arch to provide Lenders Mortgage Insurance (LMI) to the Group. The sale was completed on 31 August 2021 with nil gain on

sale recognised at this date as the sales price reflected the book value of the business transferred. A loss of $110 million was previously recognised in the first half

of 2021 in operating expenses reflecting the write-down of goodwill and recognition of related transaction and separation costs. Ongoing fixed annual payments

will be received under the distribution agreement.

Westpac will retain responsibility for certain legacy matters and provide protection to Arch through a combination of customary warranties and indemnities.

WLMI was included in the Group’s Specialist Businesses division.

1Translated using a year-to-date average NZD/AUD exchange rate.

128 WESTPAC GROUP 2021 ANNUAL REPORT
Notes to the financial statements

Note 37 Assets and liabilities held for sale (continued)

Westpac Pacific

On 7 December 2020, the Group announced the sale of its Pacific businesses (comprised of Fiji Branch of Westpac Banking Corporation and the Group’s 89.9%

stake in Westpac Bank-PNG-Limited) to Kina Securities Limited (Kina). Completion of the sale was subject to various regulatory approvals.

On 22 September 2021, the Group announced it and Kina had agreed to terminate the agreements for the sale of these businesses.

In first half of 2021, a loss of $121 million was recognised in operating expenses, reflecting a writedown of assets held for sale to their estimated fair value less

costs to sell and recognition of related separation and transaction costs. Following termination of the sale contracts, the businesses are no longer considered held

for sale and a reassessment of the carrying value of the assets was undertaken. Consequently, a $60 million write-back of the previous loss was recognised at 30

September 2021 reflecting a partial reversal of the asset writedowns and reversal of the unutilised amount of estimated separation and transaction costs

provisioned.

Westpac Pacific is included in the Group’s Specialist Businesses division.

Balance sheet presentation

Details of the assets and liabilities held for sale are as follows (no amounts were presented as held for sale in prior year):

ConsolidatedParent Entity

$m20212021

Assets held for sale

Cash and balances with central banks


7 -

Loans


1,015 1,015

Other financial assets


19 -

Life insurance assets


2,972 -

Deferred tax assets


8 -

Other assets


167 -

Total assets held for sale


4,188 1,015

Liabilities held for sale



Other financial liabilities


28 3

Current tax liabilities


14 -

Life insurance liabilities


447 -

Provisions


35 7

Deferred tax liabilities


44 -

Other liabilities


269 -

Total liabilities held for sale


837 10

Note 38. Subsequent events

Since 30 September 2021, the Board has determined to pay a fully franked final dividend of 60 cents per fully paid ordinary share. The dividend is expected to be

$2,201 million. The dividend is not recognised as a liability at 30 September 2021. The proposed payment date of the dividend is 21 December 2021.

The Board has determined to satisfy the DRP for the 2021 final dividend by arranging for the purchase of shares in the market by a third party. The market price

used to determine the number of shares allocated to DRP participants will be set over the 10 trading days commencing 11 November 2021 and will not include a

discount.

Off-market buy-back

Westpac has announced an off-market buy-back of up to $3.5 billion worth of Westpac shares. Westpac’s operating performance and progress on strategic

priorities, including the completion of a number of divestments, have contributed to a strong capital position, allowing Westpac to return capital to shareholders.

No other matters have arisen since the year ended 30 September 2021 which are not otherwise dealt with in this report, that have significantly affected or may

significantly affect the operations of the Group, the results of its operations or the state of affairs of the Group in subsequent periods.

WESTPAC GROUP 2021 ANNUAL REPORT 129
Statutory statements

Directors' declaration

In the Directors' opinion:

(a) the financial statements and notes set out in 'Section 3 - Financial report for the year ended 30 September 2021 are in accordance with the Corporations Act

2001, including:

(i)complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(ii)giving a true and fair view of Westpac Banking Corporation and the Group's financial position as at 30 September 2021 and of their performance for the

financial year ended on that date; and

(b) there are reasonable grounds to believe that Westpac will be able to pay its debts as and when they become due and payable.

Note 1 (a) includes a statement that the financial report also complies with International Financial Reporting Standards as issued by the International Accounting

Standards Board.

The Directors have been given the declaration by the Chief Executive Officer and the Chief Financial Officer required by section 295A of the Corporations Act

2001.

This declaration is made in accordance with a resolution of the Directors.

For and on behalf of the Board.

John McFarlane


Chairman

Sydney

31 October 2021

Peter King

Managing Director and Chief Executive Officer

130 WESTPAC GROUP 2021 ANNUAL REPORT
Statutory statements

Management's report on internal control over financial reporting

The following report is required by rules of the US Securities and Exchange Commission.

The management of Westpac is responsible for establishing and maintaining adequate internal control over financial reporting for Westpac as defined in Rule 13a

- 15(f) under the Securities Exchange Act of 1934, as amended. Westpac's internal control system is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting standards.

Westpac's internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately

reflect the transactions and dispositions of the assets of Westpac and its consolidated entities; provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with applicable accounting standards, and that receipts and expenditures of Westpac are

being made only in accordance with authorizations of management and directors of Westpac and its consolidated entities; and provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Westpac and its consolidated entities that could have a

material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Westpac management, with the participation of the CEO and CFO, assessed the effectiveness of Westpac's internal control over financial reporting as of 30

September 2021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-

Integrated Framework. Based on this assessment, management has concluded that Westpac's internal control over financial reporting as of 30 September 2021

was effective.

The effectiveness of Westpac's internal control over financial reporting as of 30 September 2021 has been audited by PricewaterhouseCoopers, an independent

registered public accounting firm, as stated in its report which is included herein.

WESTPAC GROUP 2021 ANNUAL REPORT 131
Statutory statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Westpac Banking Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Westpac Banking Corporation and its subsidiaries (the “Company”) as of September 30, 2021

and 2020, and the related consolidated income statements, statements of comprehensive income, statements of changes in equity and cash flow statements for

each of the three years in the period ended September 30, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control -

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of

September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2021 in

conformity with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards as

issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of September 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for

its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting

appearing on page 130 of the 2021 Annual Report. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the

Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the

applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal

control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial

reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we

considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

PricewaterhouseCoopers, ABN 52 780 433 757

One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001

T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au

132 WESTPAC GROUP 2021 ANNUAL REPORT
Statutory statements

Supplemental Information

The parent entity only information on the face of the consolidated financial statements and other parent entity only disclosures in the notes to the financial

statements have been subjected to audit procedures performed in conjunction with the audit of the Company’s consolidated financial statements. The

supplemental information is the responsibility of the Company’s management. Our audit procedures included determining whether the supplemental information

reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the

completeness and accuracy of the information presented in the supplemental information. The supplemental information, which is presented for purposes of

additional analysis, is presented on a basis that differs from the consolidated financial statements and is not a required part of the consolidated financial

statements presented in accordance with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial

Reporting Standards as issued by the International Accounting Standards Board. In our opinion, the parent entity only information on the face of the consolidated

financial statements and other parent entity only disclosures in the notes to the financial statements are fairly stated, in all material respects, in relation to the

consolidated financial statements as a whole.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial

reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated

or required to be communicated to the Board Audit Committee and that (i) relate to accounts or disclosures that are material to the consolidated financial

statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way

our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Provision for expected credit losses on loans and credit commitments

As described in Note 13 to the consolidated financial statements, the provision for expected credit losses on loans and credit commitments (ECL) was $4,999

million at September 30, 2021. ECL are a probability-weighted estimate of the cash shortfalls expected to result from defaults over the relevant timeframe

determined by evaluating a range of possible outcomes and taking into account the time value of money, past events, current conditions and forecasts of future

economic conditions. Management’s model to determine the ECL includes significant judgment in assumptions used to determine when a significant increase in

credit risk (SICR) has occurred, estimating forward looking macroeconomic scenarios (MES), applying a probability weighting to

WESTPAC GROUP 2021 ANNUAL REPORT 133
Statutory statements

different scenarios and identifying and calculating adjustments to model output (overlays). Economic uncertainty has increased the impact of certain judgements

made by management, specifically relating to forward-looking assumptions applied to the probability of default of individual customers and the associated

macroeconomic scenarios that are applied across the Company's portfolio. Where customers have received government support payments or granted payment

deferrals, management have applied additional judgements outside of their credit models in order to estimate ECL.

The principal considerations for our determination that performing procedures relating to the provision for ECL is a critical audit matter were (i) there was

significant judgment by management in determining the ECL, which in turn led to a high degree of auditor subjectivity and effort in performing procedures and

evaluating audit evidence related to the ECL model and assumptions, (ii) there was significant judgement and effort in evaluating audit evidence related to the

identification and calculation of overlays to the ECL due to the impacts of current conditions and forecasts of future economic conditions; (iii) the nature and extent

of audit testing related to critical data elements used in the model; (iv) the audit effort involved the use of professionals with specialized skill and knowledge; and

(v) the nature and extent of audit testing related to user access for the relevant IT systems used in determining the provision for ECL.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial

statements. These procedures included testing the effectiveness of controls relating to the Company's ECL estimation process, which included controls over the

data, model and assumptions used in determining the provision for ECL as well as IT general controls related to user access for the relevant IT systems. These

procedures also included, among others, (i) the involvement of professionals with specialized skill and knowledge to assist in testing management’s process for

determining the provision for ECL by evaluating the appropriateness of the models and the reasonableness of the assumptions; (ii) testing the accuracy and

completeness of selected critical data elements that are inputs used in the ECL model: (iii) testing the reasonableness of overlays to the ECL; and (iv) testing the

user access to relevant IT systems used in determining the provision for ECL.

Provisions and contingent liabilities

As described in Note 26 to the consolidated financial statements, the Company recorded compliance, regulation and remediation provisions of $1,142 million and

litigation and non-lending loss provisions of $117 million at September 30, 2021 (collectively referred to as the “provisions”). The provisions relate to matters of

potential misconduct in providing services to customers identified as a result of regulatory action and internal reviews. An assessment of the likely cost to the

Company of these matters (including applicable customer refunds and regulatory penalties) is made on a case-by-case basis and specific provisions or

disclosures are made where management considers appropriate. Disclosures are also made in Note 26 for contingent liabilities for possible obligations whose

existence will be confirmed only by uncertain future events, and present obligations where the transfer of economic resources is not probable or cannot be reliably

estimated.

The principal consideration for our determination that performing procedures relating to the provisions and contingent liabilities is a critical audit matter was that

there was significant judgment by management to identify contingent liabilities and quantify the provisions, which included assumptions related to the probability of

loss and the timing, nature and quantum of related cash outflows. This in turn led to a high degree of auditor subjectivity and effort in performing procedures and

evaluating audit evidence related to the provisions and key assumptions and in evaluating the appropriateness of the related disclosure.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial

statements. These procedures included testing the effectiveness of controls relating to management's evaluation of provisions to determine whether a present

obligation with a probable cash outflow exists, and can be reliably estimated. For contingent liabilities, these procedures also included testing the effectiveness of

controls relating to management's evaluation, including controls over determining whether or not it is possible that a loss has occurred or whether there is a

probable outflow from a present obligation. These procedures also included, among others. (i) evaluating the evidence of management's quantification of

provisions and the assumptions applied and (ii) assessing the appropriateness of disclosures.

134 WESTPAC GROUP 2021 ANNUAL REPORT
Statutory statements

Impairment of goodwill and other non-financial assets

The Company has an intangible assets balance of $10,109 million (of which $7,599 million is goodwill) as described in Note 25 to the consolidated financial

statements, and property and equipment assets of $2,853 million and other assets of $567 million (collectively called “other non-financial assets”) recognized on

the consolidated balance sheet at September 30, 2021 which form part of the Company's Cash Generating Units ("CGU"). The annual goodwill impairment test

described in Note 25 resulted in impairment charges of $1,156 million in the Westpac Institutional Bank CGU, consisting of $487 million goodwill and $669 million

other non-financial assets as disclosed in Note 5. The Company conducts an impairment assessment of goodwill on an annual basis or more frequently if

circumstances indicate that the carrying value of the Company's CGUs may be impaired. Potential impairment is identified by comparing the value-in-use of a

CGU to its carrying value, including goodwill and non-financial assets. The value-in-use for each of the CGUs is estimated by the Company using a discounted

cash flow model. The Company's value-in-use models for the CGUs include significant judgments and assumptions relating to cash flow projections, terminal

growth rates, and the discount rate.

The principal considerations for our determination that performing procedures relating to the impairment of goodwill and other non-financial assets is a critical audit

matter were (i) there was significant judgment by management when developing key assumptions used in the determination of the value-in-use, which in turn led

to a high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence related to management's cash flow projections, terminal

growth rate and discount rate assumptions; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial

statements. These procedures included testing the effectiveness of the controls related to management's impairment assessments which includes testing over the

reasonableness of management's key assumptions. These procedures also included, among others (i) testing management’s process for developing the value-in-

use estimate of the CGUs including evaluating the appropriateness of the value-in-use methodology; (ii) evaluating the significant assumptions used by

management related to management's cash flow projections, terminal growth rate, discount rate; and (iii) the involvement of professionals with specialized skill

and knowledge to assist in testing the reasonableness of the discount rate and terminal growth rate assumptions. Evaluating management's assumptions related

to the terminal growth rates of the CGUs involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past

performance of the CGUs (ii) the consistency with external market and industry data and (iii) whether these assumptions were consistent with evidence obtained

in other areas of the audit.

Assets and liabilities held for sale

As described in Note 37 to the consolidated financial statements, the balance of assets and liabilities held for sale was $4,188 million and $837 million,

respectively, at September 30, 2021. During the year, the Company announced the sale of certain businesses within the Specialist Businesses Division and

determined that these businesses met the classification criteria as held for sale and were therefore measured at the lower of carrying amount and fair value less

cost to sell.

The principal considerations for our determination that performing procedures relating to the assets and liabilities held for sale is a critical audit matter were (i)

there was complexity in evaluating the sales contracts against the classification criteria as held for sale, which in turn lead to a higher degree of auditor effort; (ii)

there was significant judgement and effort in evaluating audit evidence related to management's determination of the measurement of individual assets within the

disposal group; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial

statements. These procedures included testing the effectiveness of controls relating to management's evaluation and key judgements in determining the

classification and measurement of the assets and liabilities held for sale. These procedures also included, among

WESTPAC GROUP 2021 ANNUAL REPORT 135
Statutory statements

others, (i) reading the relevant sale contracts to obtain an understanding of the terms and conditions and assessing the criteria for the businesses to be

recognized and measured as held for sale; (ii) testing the Company's calculation of the gain or loss on sale of each business, including assessing the

measurement of individual assets within the disposal group; and (iii) the involvement of professionals with specialized skill and knowledge to assist in assessing

tax implications against the requirements of the tax legislation.

PricewaterhouseCoopers

Sydney, Australia


October 31, 2021

We have served as the Company's auditor since 1968.

136 WESTPAC GROUP 2021 ANNUAL REPORT
Item 19. Exhibits Index

1.Constitution (as amended) incorporated by reference to our Form 6-K filed on 14 December 2012.

2.Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934.

4(c).2Form of Access and Indemnity Deed between Westpac Banking Corporation and Director, incorporated by reference to our Annual Report on

Form 20-F for the year ended 30 September 2008.

4(c).3Indemnity Deed Poll dated 10 September 2009, of Westpac Banking Corporation, incorporated by reference to our Annual Report on Form 20-F

for the year ended 30 September 2009.

8.List of controlled entities – refer to Note 30 to the financial statements in this Annual Report.

12.Certifications pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.

13.Certifications pursuant to 18 U.S.C. Section 1350.

15.1Auditor consent dated 3 November 2021

15.2Westpac Group 2021 Annual Report on Form 20-F

101.INSInline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within

the Inline XBRL document

101.SCHInline XBRL Taxonomy Extension Schema Document

101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document

101.LABInline XBRL Taxonomy Extension Label Linkbase Document

101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document

104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Copies of any instrument relating to the long-term debt of Westpac Banking Corporation that is not being attached as an exhibit to this Annual Report on Form 20-

F and which does not exceed 10% of the total consolidated assets of Westpac Banking Corporation will be furnished to the SEC upon request.

WESTPAC GROUP 2021 ANNUAL REPORT 137
Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this

Annual Report on its behalf.

WESTPAC BANKING CORPORATION

By: /s/ Michael Clayton

Michael Clayton

General Counsel – Corporate, Treasury and Technology

Dated November 3, 2021

138WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 2

Description of rights of each class of securities registered under Section 12 of the Securities Exchange

Act of 1934 (the “Exchange Act”)

American Depositary Shares (“ADSs”) representing one ordinary share of Westpac Banking Corporation

(“Westpac”, “we”, “our” or “us”) are listed and traded on the New York Stock Exchange and, in connection with

this listing (but not for trading), the ordinary shares are registered under Section 12(b) of the Exchange Act. This

exhibit contains a description of the rights of (i) the holders of ordinary shares and (ii) ADS holders. Ordinary

shares underlying the ADSs are held by The Bank of New York Mellon, as depositary, and holders of ADSs will not

be treated as holders of the ordinary shares.

Disclosures under the following items are not applicable to Westpac and have been omitted: debt securities (Item

12.A of Form 20-F), warrants and rights (Item 12.B of Form 20-F) and other securities (Item 12.C of Form 20-F).

Shares

Type and Class of Securities (Item 9.A.5 of Form 20-F)

Westpac’s ordinary shares have no par value. The respective number of ordinary shares that have been

issued as of the last day of the financial year ended September 30, 2021 is given in Note 27 “Shareholders’

equity’ in Section 3 – Financial Statements of the Form 20-F for the financial year ended September 30, 2021

(the “Form 20-F”). Westpac’s ordinary shares are on a register.

Pre-emptive Rights (Item 9.A.3 of Form 20-F)

Not applicable.

Limitations or Qualifications (Item 9.A.6 of Form 20-F)

Not applicable.

Other Rights (Item 9.A.7 of Form 20-F)

Not applicable.

Rights of the Shares (Item 10.B.3 of Form 20-F)

See “Section 4 Shareholding information – Voting rights of ordinary shares,” “Section 4 Additional information –

Our constitution – Share rights” and Note 29 “Dividends” in Section 3 – Financial Statements of the Form 20-F.

Requirements for Amendments (Item 10.B.4 of Form 20-F)

See “Section 4 Additional information – Our constitution – Variation of rights attaching to our shares” of the

Form 20-F.

Limitations on the Rights to Own Shares (Item 10.B.6 of Form 20-F)

See “Section 4 Shareholding information – Exchange controls and other limitations affecting security holders” and

“Section 4 Additional Information – Our constitution – Limitations on securities ownership” of the Form 20-F.

Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)

See “Section 4 Additional information – Our constitution – Change in control restrictions” of the Form 20-F.

Ownership Threshold (Item 10.B.8 of Form 20-F)

There is no provision in Westpac’s constitution governing the ownership threshold above which shareholder

ownership must be disclosed. Shareholders will, however, be required to disclose shareholder ownership in

accordance with the Australian Corporations Act 2001.

Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)

See “Section 1 Information on Westpac – Supervision and regulation”, “Section 1 Our approach to governance”and

“Section 4 Shareholding information – Exchange controls and other limitations affecting security holders” of the

Form 20-F.

Changes in Capital (Item 10.B.10 of Form 20-F)

See “Section 4 Additional information – Our constitution – Variation of rights attaching to our shares” of the

Form 20-F.

Exhibit 2

139WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 2

American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)

The depositary will issue the ADSs. Each ADS will represent ownership interests in ordinary shares. The ordinary

shares (or the right to receive ordinary shares) will be deposited by us with National Australia Bank, Ltd., the

custodian in Melbourne, Australia. Each ADS will also represent such securities, cash or other property deposited

with The Bank of New York Mellon but not distributed to ADS holders. The Bank of New York Mellon’s corporate

trust office is located at 240 Greenwich Street, New York, NY 10286.

The rights of ADS holders, including their rights to corporate governance practices, are governed by the Second

Amended and Restated Deposit Agreement (the “Deposit Agreement”) the form of which is attached as an

exhibit to the registration statement on Form F-6 filed with the U.S. Securities and Exchange Commission on

May 1, 2013.

For the purposes of this description, “you” refers to holders of the ADSs. You may hold ADSs either directly or

indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This

description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures

of your broker or other financial institution to assert the rights of ADS holders described in this section. You

should consult with your broker or financial institution to find out what those procedures are.

Because The Bank of New York Mellon will actually hold the ordinary shares underlying your ADSs, you must rely

on it to exercise the rights of a shareholder. The obligations of The Bank of New York Mellon are set the Deposit

Agreement. The Deposit Agreement and the ADSs are generally governed by New York law.

The following is a summary of the Deposit Agreement. Because it is a summary, it does not contain all the

information that may be important to you. For more complete information, you should read the entire Deposit

Agreement.

Share Dividends and Other Distributions

The Bank of New York Mellon has agreed to pay to you the cash dividends or any other distributions it or the

custodian receives on shares or other deposited securities after deducting its fees and expenses. You will receive

these distributions in proportion to the number of ordinary shares your ADSs represent.

Cash

The Bank of New York Mellon will, as promptly as practicable, convert any cash dividend or other cash distribution

we pay on the ordinary shares into U.S. dollars (“Dollars”), if it can do so on a reasonable basis and can transfer the

Dollars to the United States. If that is not possible or if any approval or license of any government or agency thereof

which is required for such conversion is denied or in the opinion of The Bank of New York Mellon is not obtainable,

or if any such approval or license is not obtained within a reasonable period as determined by The Bank of New

York Mellon, the Deposit Agreement allows The Bank of New York Mellon to distribute the non-Dollar currency in

which dividends are paid (or an appropriate document evidencing the right to receive such non-Dollar currency)

received, or in its discretion may hold such non-Dollar currency uninvested and without liability for interest.

Before making a distribution, any withholding taxes that must be paid will be deducted. See “Section 4 –

Shareholding information – Taxation” of the Form 20-F. The Bank of New York Mellon will distribute only whole

U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate

during a time when The Bank of New York Mellon cannot convert a non-Dollar currency, you may lose some or all of

the value of the distribution.

Shares

The Bank of New York Mellon may distribute new ADSs representing any ordinary shares we may distribute as

a dividend or free distribution, if we furnish it promptly with satisfactory evidence that it is legal to do so. The

Bank of New York Mellon will only distribute whole ADSs. It will sell ordinary shares which would require it to use

a fractional ADS and distribute the net proceeds in the same way as it does with cash. If The Bank of New York

Mellon does not distribute additional ADSs, each ADS will also represent the new ordinary shares.

Rights to Receive Additional Shares

If we offer holders of our ordinary shares any rights to subscribe for additional shares or any other rights, The

Bank of New York Mellon may make these rights available to you. We must first instruct The Bank of New York

Mellon to do so and furnish it with satisfactory evidence that it is legal to do so. If we do not furnish this evidence

and/or give these instructions, and The Bank of New York Mellon decides it is practical to sell the rights, The Bank

of New York Mellon will sell the rights and distribute the proceeds, in the same way as it does cash. The Bank of

New York Mellon may allow rights that are not distributed or sold to lapse. In that case, you will receive no value

from them.

In circumstances in which rights would otherwise not be distributed, if you request the distribution such rights in

order to exercise the rights allocable to you, The Bank of New York Mellon will make such rights available to you

upon written notice from us that (a) we have elected in our sole discretion to permit such rights to be exercised

and (b) you have executed such documents as we have determined in our sole discretion are reasonably required

under applicable law.

140WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 2

If The Bank of New York Mellon makes rights available to you, upon instructions from you, it will exercise the rights

and purchase the ordinary shares on your behalf. The Bank of New York Mellon will then deposit the ordinary

shares on your behalf. It will only exercise rights if you pay it the exercise price, its fees and expenses and any

other charges the rights require you to pay.

U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of

rights. For example, you may not be able to trade the ADSs freely in the United States. In this case, The Bank of

New York Mellon may issue the ADSs under depositary arrangements mutually acceptable to Westpac and The

Bank of New York Mellon.

Other Distributions.

The Bank of New York Mellon will send to you anything else we distribute on deposited securities, after deduction

or upon payment of any fees and expenses, by any means it thinks equitable and practicable. If it cannot make the

distribution in that way, The Bank of New York Mellon has a choice. It may decide to sell what we distributed and

distribute the net proceeds in the same way as it does with cash or it may decide to hold what we distributed, in

which case the outstanding ADSs will also represent the newly distributed property.

The Bank of New York Mellon is not responsible if it decides that it is inequitable or impractical to make a

distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities

under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs,

shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on

our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

The Bank of New York Mellon will issue ADSs if you or your brokers deposit ordinary shares or evidence of rights

to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges,

such as stamp taxes or stock transfer taxes or fees, The Bank of New York will register the appropriate number of

ADSs in the names you request and will deliver the ADSs at its office to the person you request.

You may turn in your ADSs at The Bank of New York Mellon’s office. Upon payment of its fees and expenses and

of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York Mellon will

deliver (1) the underlying ordinary shares to an account designated by you and (2) any other deposited securities

underlying the ADS at the office of the custodian, except that The Bank of New York Mellon may make delivery

to you at its Corporate Trust Office of any dividends or distributions with respect to the deposited securities

represented by your ADSs, or of any proceeds of sale of any dividends, distributions or rights, which it may

hold at the time. Or, at your request, risk and expense, The Bank of New York Mellon will deliver the deposited

securities at its office.

Voting Rights

You may instruct The Bank of New York Mellon to vote the ordinary shares underlying your ADSs but only if we

ask The Bank of New York Mellon to ask for your instructions. Otherwise, you will not be able to exercise your

right to vote unless you withdraw the ordinary shares. However, you may not know about the meeting sufficiently

in advance to withdraw the ordinary shares.

If we ask for your instructions, The Bank of New York Mellon will notify you of the upcoming vote and arrange to

deliver our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how

you, on a certain date, may instruct The Bank of New York Mellon to vote the ordinary shares or other deposited

securities underlying your ADSs as you direct. For instructions to be valid, The Bank of New York Mellon must

receive them on or before the date specified. The Bank of New York Mellon will try, as far as practical, to vote or to

have its agents vote the ordinary shares or other deposited securities as you instruct.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct The Bank

of New York Mellon to vote your ordinary shares. In addition, The Bank of New York Mellon and its agents are

not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.

This means that you may not be able to exercise your right to vote and there may be nothing you can do if your

ordinary shares are not voted as you requested.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited

securities underlying your ADSs. The Bank of New York Mellon may refuse to transfer your ADSs or allow you to

withdraw the deposited securities underlying your ADSs until such taxes or other charges are paid. It may apply

payments owed to you or sell deposited securities underlying your ADSs to pay any taxes owed and you will

remain liable for any deficiency. If it sells deposited securities, it will, if appropriate, reduce the number of ADSs to

reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

141WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 2

Reclassifications, Recapitalizations and Mergers

If Westpac:Then:

changes the nominal value, changes the par value, splits up,

consolidates, or reclassifies any of the deposited securities; or

The cash, ordinary shares, other securities or property received by

The Bank of New York Mellon will become deposited securities.

Each ADS will automatically represent its equal share of the new

deposited securities. The Bank of New York Mellon may, and will

if Westpac so requests in writing, issue new ADSs or ask you to

surrender your outstanding ADSs in exchange for new ADSs,

identifying the new deposited securities.

recapitalizes, reorganizes, merges, consolidates, or sells assets

affecting Westpac, or takes any similar action

Amendment and Termination

We may agree with The Bank of New York Mellon to amend the Deposit Agreement and the ADSs without

your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and other

governmental charges or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such

expenses, or prejudices an important right of ADS holders, the amendment will only become effective 30 days

after The Bank of New York Mellon notifies you of the amendment. At the time an amendment becomes effective,

you are considered, by continuing to hold your ADSs or any interest therein, to agree to the amendment and to be

bound by the ADSs and the Deposit Agreement as amended.

We may terminate the Deposit Agreement by instructing The Bank of New York Mellon to notify all ADS holders at

least 30 days before termination. The Bank of New York Mellon may also terminate the Deposit Agreement if The

Bank of New York Mellon has told us that it would like to resign and we have not appointed a new depositary bank

within 60 days. In both cases, The Bank of New York Mellon must notify you at least 30 days before termination.

After termination, The Bank of New York Mellon and its agents will be required to do only the following under the

Deposit Agreement: (1) advise you that the Deposit Agreement is terminated, and (2) collect distributions on the

deposited securities and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Any

time after four months following termination, The Bank of New York Mellon may sell any remaining deposited

securities. After that, The Bank of New York Mellon will hold the proceeds of the sale, as well as any other cash

it is holding under the Deposit Agreement for the pro rata benefit of the ADS holders that have not surrendered

their ADSs. It will not invest the money and will have no liability for interest. The Bank of New York Mellon’s only

obligations will be to account for the proceeds of the sale and other cash. After termination, our only obligation

will be with respect to indemnification and to pay certain amounts to The Bank of New York Mellon.

The Board has decided to discontinue the ADS listing on NYSE and Westpac’s ADS program is expected to be

terminated during the first half of 2022.

Limitations on Obligations and Liability to ADS Holders

The Deposit Agreement expressly limits our liabilities and obligations of The Bank of New York Mellon. We and

The Bank of New York Mellon:

•are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or

bad faith;

•are not liable if either is prevented or delayed by law or circumstances beyond their control from performing

its obligations under the Deposit Agreement;

•are not liable if either exercises discretion permitted under the Deposit Agreement;

•are not liable for any action or non-action in reliance upon the advice of or information from legal counsel,

accounts, any person presenting ordinary shares for deposit, any owner or any other person believed by us

and The Bank of New York Mellon in good faith to be competent to give such advice or information;

•have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit

Agreement on your behalf or on behalf of any other party; and

•may rely upon any documents we believe to be genuine and to have been signed or presented by the proper

party.

In the Deposit Agreement, we and The Bank of New York Mellon agree to indemnify each other under certain

circumstances.

Requirements for Depositary Actions

Before The Bank of New York Mellon will issue or register transfer of an ADS, make a distribution on an ADS, or

withdrawal of ordinary shares, The Bank of New York Mellon may require:

•payment of stock transfer or other taxes or other governmental charges and transfer or registration fees

charged by third parties for the transfer of any ordinary shares or other deposited securities;

•production of satisfactory proof of the identity and genuineness of any signature or other information it deems

necessary; and

•compliance with regulations it may reasonably establish, from time to time, consistent with the Deposit

Agreement, including presentation of transfer documents.

142WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 2

The Bank of New York Mellon may refuse to deliver, transfer or register transfers of ADSs generally when the

books of The Bank of New York Mellon are closed, or at any time if The Bank of New York Mellon or we think it

advisable to do so.

You have the right to cancel your ADSs and withdraw the underlying ordinary shares at any time except:

•when temporary delays arise because (1) we or The Bank of New York Mellon has closed its transfer books;

(2) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying

a dividend on the ordinary shares;

•when you or other ADS holders seeking to withdraw ordinary shares owe money to pay fees, taxes and similar

charges; or

•when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that

apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Pre-Release of ADSs

In certain circumstances, subject to the provisions of the Deposit Agreement, The Bank of New York Mellon may

issue ADSs before deposit of the underlying ordinary shares. This is called a pre-release of ADS. The Bank of

New York Mellon may also deliver ordinary shares upon the surrender of pre-released ADSs, even if the ADSs

are cancelled before the pre-release transaction has been closed out. A pre-release is closed out as soon as the

underlying ordinary shares are delivered to The Bank of New York Mellon. The Bank of New York Mellon may

receive ADSs instead of ordinary shares to close out a pre-release. The Bank of New York Mellon may pre-release

ADSs only under the following conditions: (a) before or at the time of the pre-release, preceded or accompanied

by a written representation and agreement from the person to whom the ordinary shares or ADSs are to be

delivered, that such person, or its customer, (i) owns the ordinary shares or ADSs to be remitted, as the case may

be, (ii) assigns all beneficial right, title and interest in such ordinary shares or ADSs, as the case may be, to the

depositary in its capacity as such and for the benefit of the owners, and (iii) will not take any action with respect

to such ordinary shares or ADSs, as the case may be, that is inconsistent with the transfer of beneficial ownership

(including, without the consent of the depositary, disposing of such ordinary shares or ADSs, as the case may

be, other than in satisfaction of such pre-release), (b) at all times fully collateralized with cash, U.S. government

securities or such other collateral as the depositary determines in good faith, will provide substantially similar

liquidity and security, (c) terminable by the depositary on not more than five (5) business days notice, and

(d) subject to such further indemnities and credit regulations as the depositary deems appropriate. In addition,

The Bank of New York Mellon will limit the number of ADSs that may be outstanding at any time as a result of

pre-release to thirty percent (30%), although The Bank of New York Mellon may disregard the limit from time

to time, if it thinks it is appropriate to do so, and may, with our prior consent, change that limit for purposes of

general application.

143WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 12

SECTION 302 CERTIFICATION

I, Peter Francis King, certify that:

1.I have reviewed this annual report on Form 20-F of Westpac Banking Corporation (“the company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such

statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the company as

of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the company, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred

during the period covered by the annual report that has materially affected, or is reasonably likely to

materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the Company’s auditors and the audit committee of the company’s board of

directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant

role in the company’s internal control over financial reporting.

Date: 31 October 2021

/s/ Peter Francis King

Peter Francis King

Managing Director and Chief Executive Officer

Exhibit 12

144WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 12

SECTION 302 CERTIFICATION

I, Michael Rowland, certify that:

1.I have reviewed this annual report on Form 20-F of Westpac Banking Corporation (“the company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such

statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the company as

of, and for, the periods presented in this report;

4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the company, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred

during the period covered by the annual report that has materially affected, or is reasonably likely to

materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the company’s auditors and the audit committee of the company’s board of

directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,

summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant

role in the company’s internal control over financial reporting.

Date: 31 October 2021

/s/ Michael Rowland

Michael Rowland

Chief Financial Officer

145WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 13

Exhibit 13

SECTION 906 CERTIFICATIONS

Pursuant to 18 U.S.C. § 1350

I, Peter Francis King, certify that the Annual Report on Form 20-F for the year ended 30 September 2021 of

Westpac Banking Corporation (the “issuer”) fully complies with the requirements of Section 13(a) or 15(d) of the

Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material

respects, the financial condition and results of operations of the issuer.

Date: 31 October 2021

/s/ Peter Francis King

Peter Francis King

Managing Director and

Chief Executive Officer

I, Michael Rowland, certify that the Annual Report on Form 20-F for the year ended 30 September 2021 of

Westpac Banking Corporation (the “issuer”) fully complies with the requirements of Section 13(a) or 15(d) of the

Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material

respects, the financial condition and results of operations of the issuer.

Date: 31 October 2021

/s/ Michael Rowland

Michael Rowland

Chief Financial Officer

146WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3

(Nos. 333-228295 and 333-228294) of Westpac Banking Corporation of our report dated 31 October 2021 relating

to the financial statements and the effectiveness of internal control over financial reporting which appears in this

Form 20-F.

/s/ PricewaterhouseCoopers

Sydney, Australia

3 November 2021

147WESTPAC GROUP 2021 ANNUAL REPORT
Exhibit 15.2

Westpac Group 2021 Annual Report on Form 20-F

Section 1148

Strategic Review 148

Corporate governance175

Directors’ report198

Remuneration report 212

Information on Westpac 235

Section 2243

Reding this report 244

Review of Group’s operations246

Income statement review 247

Balance sheet review 256

Capital resources258

Divisional performance261

Consumer268

Business269

Westpac Institutional Bank270

Westpac New Zealand272

Specialist Businesses274

Group Businesses276

Risk and risk management282

Risk management282

Risk factors 290

Other Westpac business information304

Section 3 Financial statements311

Section 4313

Shareholding information314

Additional information330

Glossary of abbreviations and defined terms 335

Exhibit 15.2

About Westpac
Founded in 1817, Westpac is Australia’s first bank and oldest

company. We were established as the Bank of NSW in Sydney

before expanding across Australia and New Zealand over the

next century.

Over that time, we continued our expansion,

acquiring several banks and growing our network

across the region. In 1982 we changed our name

to Westpac.

In 2008 we completed a merger with St.George

Bank, acquiring the brands of St.George and

BankSA and we relaunched the Bank of Melbourne

brand in 2011.

In 2021, after resetting our purpose and strategy,

we began to simplify our operations to refocus

on banking in Australia and New Zealand.

This year we exited several businesses, closed

some international operations and are working

to simplify our banking business through our

lines of business operating model. Further

simplification is expected in the year ahead.

Today we are one of the four major banks in

Australia and one of the five major banks in

New Zealand – supporting over 13.9 million

customers.

We have branches, affiliates and controlled entities

throughout Australia, New Zealand, Asia and in the

Pacific region, and maintain branches and offices

in some of the key financial centres around the

world.

WESTPAC COMPRISES SIX MAJOR DIVISIONS

Consumer

Serving consumers in Australia with a range of

banking products under the brands of Westpac,

St.George, BankSA, Bank of Melbourne and RAMS.

Business

Serving the needs of small to medium businesses

and commercial and agribusiness customers across

Australia. This division also includes Private Wealth,

supporting the needs of high-net-worth individuals.

Westpac Institutional Bank (WIB)

Delivering a broad range of financial services to

commercial, corporate, institutional, and government

customers operating in, and with connections to,

Australia and New Zealand.

New Zealand

Delivering banking, wealth and insurance services to

consumer, business and institutional customers across

New Zealand.

Group Businesses

Comprising our head office and Australian corporate

and support functions including treasury, technology,

operations, property services, strategy, finance, risk,

compliance, legal, human resources, and customer

and corporate relations.

Specialist Businesses

Bringing together the Group’s non-core businesses

that we ultimately plan to divest. These include

superannuation, wealth platforms and investments,

Auto finance, along with our operations in Fiji

and Papua New Guinea. For part of the year, the

division included our Vendor Finance and Australian

insurance operations (General and Lenders Mortgage

Insurance) which were sold during the year. The sale

of Life Insurance and Auto finance is expected to be

completed in 2022.

148WESTPAC GROUP 2021 ANNUAL REPORT

Australia
Household deposits

2

21%

Mortgages

3

21%

Business credit

3

15%

Customers

4

12.6m

New Zealand

Consumer lending

5

18%

Deposits

5

18%

Business lending

5

16%

Customers 1.3m

$3,081m

$1,789m

($670m)

$950m

(A$ EQUIVALENT)

$9m

$193m

MARKET SHARE DATABRANDSFY21 CASH EARNINGS

1

1 See cash earnings definition on page 6 of this Report.

2 APRA Banking Statistics, September 2021.

3 RBA Financial Aggregates, September 2021.

4 Includes customers outside Australia and New Zealand.

5 RBNZ, September 2021.

149WESTPAC GROUP 2021 ANNUAL REPORT

2021
Year in

review

Overview

It has been another challenging year as

COVID-19, and its associated lockdowns,

continued to create uncertainty for economies

and customers.

The pandemic’s human impact has been tragic,

however the Australian and New Zealand

economies have been much more resilient than

originally expected. The combined support of

governments, regulators and the banking sector

helped to insulate these economies from the worst

of the financial impacts.

Westpac continued to help customers – individuals

and businesses – through the uncertainty with a

range of targeted financial support. We remained

open and available to customers in many branches

and processing centres, while supporting over half

of our people to work from home.

2021 has also been a year of progress for

Westpac. Our major program to strengthen our

management of risk and culture is well underway,

we’ve simplified our business and performance

has improved.

We have faced some setbacks. As we have worked

to improve our management of risk, new issues

have emerged. In addition, we have looked to

accelerate the pace of change in line with both our

own and regulator expectations. We have adjusted

our plans and are meeting the milestones we have

set ourselves – although we recognise there is still

much to do.

Our Fix, Simplify and Perform strategic priorities

are helping to frame what we do and provide

clarity for our people. As part of Fix we are

addressing our shortcomings, and dealing with risk

and legacy issues, under Simplify we are focusing

on banking in Australia and New Zealand and

making things easier for customers and our people

while Perform is our program to lift underlying

performance and returns.

HIGHS

Entered into an enforceable

undertaking with APRA,

after the regulator required

a more comprehensive risk

and culture program

Weaknesses in risk

management and culture

highlighted by Reserve

Bank of New Zealand

LOWS

Fix

CORE program

1


to strengthen risk

management and risk culture

121 of 327

activities undertaken

2

Addressed all items in

AUSTRAC’s Statement

of Claim

Substantially completed two

major advice remediation

programs. Over

$1bn paid or

offered to approximately

1 million customers

>30%

Increase in financial crime

specialists since 2019

Reduced average time

to resolve complaints to

5.4 days

from 6.5 days

84%

of complaints resolved

at first point

Remediation required

in our management

of liquidity

Additional legal cases

and investigations

by ASIC

Potential external fraud

relating to a portfolio

of equipment leases

1 Customer Outcomes and Risk Excellence.

2 Activities undertaken and submitted to independent reviewer, Promontory Australia.

150WESTPAC GROUP 2021 ANNUAL REPORT

4
non-core

businesses sold

3

3

non-core businesses

announced for sale

3

Reduced correspondent

banking group

relationships by

286

Closed

2

international offices –

a further 3 to be finalised

by the end of 2022

calendar year

Helped over

17,200

customers manage

through COVID-19

loan deferrals

4

Organisational

Health Index

74from 70

over the year

Restored growth in

Australian mortgages

Plan to reduce cost

base to

$8bn by FY24

Panorama over

$100bn

in funds under

management

284

products closed

Embedded lines of

businesses operating

model

Brought

>1,000

jobs back to Australia

Proposed sale of

Westpac Pacific was

not granted regulatory

approval

Lagged peers in

mortgage processing

via brokers

4th

Consumer NPS remains

at the bottom of the

peer group

Significant increase in

costs in FY21 related to

Fix priority spend

Significant

write-offs in our

institutional

business and

non-core assets

PerformSimplify

Multi-day BT

Panorama platform

outage disrupted

many customers

Strong common equity

tier 1 capital ratio

12.3%

$1.9bn

in new lending to

climate change

solutions

5

Women in leadership

6

50%

Largest bank lender to

greenfield renewable

energy projects in

Australia for past

7


5 years

New 5 minute digital

process to set up

deposit accounts

3 See page 21 of this Report for full list.

4 During 2021 COVID-19 lock-down, from July to September 2021.

5 ‘Climate change solutions’ definition can be found in 2021 Sustainability Appendix – Glossary available online.

6 The proportion of women in leadership roles across the Group. It includes the CEO, Group Executives, General Managers, senior leaders with

significant influence on business outcomes (direct reports to General Managers and their direct reports), large (3+) team people leaders

three levels below General Manager, and Bank and Assistant Bank Managers. Senior Executive refers to the proportion of women in the

combined Group Executives and General Manager populations.

7 IJGlobal and Westpac Research data.

151WESTPAC GROUP 2021 ANNUAL REPORT

FY21 performance overview
FULL YEAR

SEPT 2021

FULL YEAR

SEPT 2020

% MOV’T

SEPT 21

–SEPT 20

Net interest income16,85816,696

1

Non interest income4,3643,48725

Net operating income21,22220,183

5

Operating expenses(13,311)(12,739)4

Net profit before impairment charges and income tax7,9117,444

6

Impairment (charges)/benefits590(3,178)large

Profit before income tax8,5014,266

99

Income tax expense(3,038)(1,974)54

Net profit for the period5,4632,292

138

Profit attributable to non-controlling interests (NCI)(5)(2)150

Net profit attributable to owners of WBC5,4582,290

138

Total cash earnings adjustments (post tax)(106)318

large

Cash earnings

1

5,3522,608

105

Add back notable items (after tax)1,6012,619(39)

Cash earnings excluding notable items6,9535,227

33

REPORTED NET PROFIT ATTRIBUTABLE TO OWNERS OF WESTPAC ($m)

Reported earnings

In FY21, we recorded a net profit attributable to the

owners of Westpac of $5,458 million, an increase of

138% on FY20.

The higher net profit was principally due to lower notable

items and from released impairment provisions raised

in 2020 as COVID-19’s financial impact was much lower

than expected.

Notable items are larger infrequent items that we remove

when assessing underlying earnings. In FY21 notable

items were $1.6 billion, mostly related to the write-down

of intangible items (goodwill and capitalised software)

as detailed in section 3 of this Report. In FY20, notable

items were $2.6 billion including costs associated with the

AUSTRAC matter.

In FY21 there was a $3.8 billion turnaround in impairment

charges as FY20 included a significant impairment charge

reflecting the expected losses linked to the impacts of

COVID-19. In FY21 we recorded an impairment benefit as

the impact of COVID-19 has been much less than originally

expected and some impairment provisions were reversed.

Cash earnings

1

The table below is on a ‘Reported’ earnings basis, however

in assessing performance, we use ‘cash earnings’ – a

measure of profit determined by adjusting reported

earnings by three factors:

1.Material items that do not reflect ongoing performance.

2. Items that may not be considered when determining

dividends including the amortisation of intangible items,

treasury shares or economic hedging impacts.

3. Accounting classifications between individual

items

that do not impact reported results.

Cash earnings excluding notable items was up 33%

(see cash earnings chart on opposite page) mostly

from the turnaround in impairment charges.

Net interest income was lower, down 2%, on a cash

earnings basis. While lending improved through the year,

average interest earning assets were relatively flat and net

interest margins were 4 basis points lower from historically

low interest rates and strong competition, particularly in

mortgages.

Non-interest income was higher from an improvement

in insurance earnings while expenses were higher as we

employed more people to support our strategic priorities,

particularly Fix.

Asset quality improved over the year with stressed assets

as a percentage of total committed exposures falling

to 1.36%, from 1.91%. This ratio is still higher than pre-

COVID-19 levels. Other indicators of asset quality have also

improved including mortgage 90+ day delinquencies and

total impaired assets.

Westpac had an income tax expense of $3.0 billion for

Full Year 2021, with an effective tax rate of 36%. Including

the Bank Levy our adjusted effective tax rate was 40%.

Together, higher earnings, the 2020 final dividend being

underwritten, and the exit of non-core businesses, have

further strengthened the Group’s capital base with our

common equity tier 1 ratio of 12.3%, comfortably above

APRA’s unquestionably strong benchmark of 10.5%.

152WESTPAC GROUP 2021 ANNUAL REPORT

FY21 performance overview
FULL YEAR

SEPT 2021

FULL YEAR

SEPT 2020

% MOV’T

SEPT 21

–SEPT 20

Net interest income16,85816,696

1

Non interest income4,3643,48725

Net operating income21,22220,183

5

Operatingexpenses(13,311)(12,739)4

Net profit before impairment charges and income tax7,9117,444

6

Impairment(charges)/benefits590(3,178)large

Profit before income tax8,5014,266

99

Income tax expense(3,038)(1,974)54

Net profit for the period5,4632,292

138

Profit attributable to non-controlling interests (NCI)(5)(2)150

Net profit attributable to owners of WBC5,4582,290

138

Total cash earnings adjustments (post tax)(106)318

large

Cash earnings

1

5,3522,608

105

Add back notable items (after tax)1,6012,619(39)

Cash earnings excluding notable items6,9535,227

33

REPORTED NET PROFIT ATTRIBUTABLE TO OWNERS OF WESTPAC($m)

Reportedearnings

In FY21, we recorded a net profit attributable to the

owners of Westpac of $5,458 million, an increase of

138%on FY20.

The higher net profit was principally due to lower notable

items and from released impairment provisions raised

in 2020 as COVID-19’s financial impact was much lower

thanexpected.

Notable items are larger infrequent items that we remove

when assessing underlying earnings. In FY21 notable

items were $1.6billion, mostly related to the write-down

of intangible items (goodwill and capitalised software)

as detailed in section 3 of this Report. In FY20, notable

items were $2.6 billion including costs associated with the

AUSTRAC matter.

In FY21 there was a $3.8 billion turnaround in impairment

charges as FY20 included a significant impairment charge

reflecting the expected losses linked to the impacts of

COVID-19. In FY21 we recorded an impairment benefit as

the impact of COVID-19 has been much less than originally

expected and some impairment provisions were reversed.

Cash earnings

1

The table below is on a ‘Reported’ earnings basis, however

in assessing performance, we use ‘cash earnings’ – a

measure of profit determined by adjusting reported

earnings by three factors:

1.Material items that do not reflect ongoing performance.

2.Items that may not be considered when determining

dividends including the amortisation of intangible items,

treasury shares or economic hedging impacts.

3.Accounting classifications between individual

items

that do not impact reported results.

Cash earnings excluding notable items was up 33%

(see cash earnings chart on opposite page) mostly

fromthe turnaround in impairment charges.

Net interest income was lower, down 2%, on a cash

earnings basis. While lending improved through the year,

average interest earning assets were relatively flat and net

interest margins were 4 basis points lower from historically

low interest rates and strong competition, particularly in

mortgages.

Non-interest income was higher from an improvement

in insurance earnings while expenses were higher as we

employed more people to support our strategic priorities,

particularly Fix.

Asset quality improved over the year with stressed assets

as a percentage of total committed exposures falling

to 1.36%, from 1.91%. This ratio is still higher than pre-

COVID-19 levels. Other indicators of asset quality have also

improved including mortgage 90+ day delinquencies and

total impaired assets.

Westpac had an income tax expense of $3.0 billion for

FullYear 2021, with an effective tax rate of 36%. Including

the BankLevy our adjusted effective tax rate was 40%.

Together, higher earnings, the 2020 final dividend being

underwritten, and the exit of non-core businesses, have

further strengthened the Group’s capital base with our

common equity tier 1 ratio of 12.3%, comfortably above

APRA’s unquestionably strongbenchmark of 10.5%.

2.03

2.06

2.12

NET INTEREST MARGIN (%)

Reported profit basis

FY19FY20FY21

2,290

5,458

6,784

REPORTED PROFIT ($m)

FY19FY20FY21

16.50

11.13

15.85

10.67

STRONG BALANCE SHEET (%)

Common equity tier 1 capital ratio

Reported Internationally comparable

Sept 19Sept 20Sept 21

12.32

18.17

ASSET QUALITY (%)

Stressed exposures to total committed exposures

1.91

1.36

1.20

Sept 19Sept 20Sept 21

(3,178)

590

(794)

IMPAIRMENT (CHARGES)/BENEFIT ($m)

FY19FY20FY21

1 We disclose cash earnings, which is not prepared in accordance with IFRS and is a “non-GAAP financial measure,” as we believe that it provides

useful information to investors and analysts to assist them in their evaluation of our operating results and to assist in comparisons from one

period to another. Readers are cautioned that cash earnings does not have any standardised meaning prescribed within IFRS or U.S. GAAP and

therefore may not be comparable to similar measures presented by other companies. We use cash earnings for planning purposes and to allow

us to assess the performance of our business before including the impacts of the items noted above as they affect the comparability of our

financial results. Cash earnings is reviewed regularly by management and the Board of Directors as part of the ongoing internal assessment of

our operating performance. We also use cash earnings as one component in determining compensation for Key Management Personnel.

GROSS LENDING ($bn)

Sept 19Sept 20

441449

148152

82

78

1710

17

456

148

89

6

15

21

Sept 21

Australian

housing

Australian

business

Australian

personal

New

Zealand

Other

overseas

153WESTPAC GROUP 2021 ANNUAL REPORT

This year has again been framed by the impact of
COVID-19. The economic impact of the pandemic, while

significant, has been much less than originally feared

in 2020. This reflects government stimulus measures

including payments to workers and businesses and very

low interest rates. The banking sector has also played

its part through repayment deferrals, fee waivers and

helping customers move to contactless banking.

At the time of writing, several states are emerging

from lockdown as vaccination rates have reached

target levels. While the final impact of these lockdowns

remains uncertain, it is expected that the economy will

rebound relatively quickly.

In Australia and New Zealand, banks have recovered

from the low returns of 2020. This was mostly because

the material increases in credit impairment provisions

in 2020 proved to be conservative (2021 saw relatively

low levels of customer stress) and so provisions have

been released. In addition, low interest rates have

supported increased demand for housing and higher

house prices – this in turn has contributed to higher

system credit growth.

The regulatory environment continues to bring

strong scrutiny for financial services companies and

the increasing engagement of investors and global

regulators on environmental, social and governance

issues will see a greater focus on this important area,

particularly on climate change.

Competition

Banking across Australia and New Zealand has

remained highly competitive across price, engagement

and innovation.

Low interest rates and significant market liquidity have

been the major contributors as relatively easy access

to funding has supported price-based competition for

lending across both banks and non-banks.

Digital innovation has also continued to redefine the

competitive landscape. The delivery of services and the

infrastructure used to facilitate finance and transactions

is evolving rapidly beyond the services typically

supplied by banks.

This has led to several new entrants over recent years

across home loans, business lending, buy now pay later,

personal finance and transaction services. At the same

time, some existing competitors have diverted more

resources to key sectors, particularly home lending.

An active lending broker market and new technologies

have also contributed to competition, allowing

consumers and businesses to easily compare offers

and to apply for lending faster.

Outlook

Uncertainty remains around the outlook for 2022 as

Australia and New Zealand emerge from lockdown and

government stimulus measures unwind.

That said, as the path out of previous lockdowns has

been relatively fast there is some confidence that the

economy will rebound relatively quickly and the level of

stress for both consumers and businesses is unlikely to

be a major concern.

We expect the lockdowns in Australia’s most populous

regions will continue to unwind through November and

December with most of the domestic economy to open

in the 2022 new year.

Progress with international borders is expected to be

gradual and Australia will experience challenges in

attracting back students and workers.

Given these circumstances we expect GDP growth in

Australia of 8.3% in the year to September 2022. This

reflects the strong rebound in activity following the

severe 4% GDP contraction expected in the September

quarter of 2021 when both Sydney and Melbourne were

in lockdown.

We expect the level of Australian GDP will return to its

pre-delta path by the second half of 2022 although the

losses in activity in the September 2021 quarter will not

be fully recouped.

Recovery prospects are however likely to be tempered

by shortages of skilled and unskilled labour (created by

border closures) along with supply chain disruptions.

Unemployment has been remarkably resilient through

2021, partly reflecting falls in the participation rate as

discouraged workers exited the workforce.

Despite a sharp contraction in employment following

the lockdowns in the September 2021 quarter, the

unemployment rate is expected to hold around 5%

and decline through 2022 as labour shortages persist,

despite moves to reopen international borders.

Australian house prices have risen 21% in 2021 despite

the ongoing pandemic. Low interest rates, a price

competitive financial system, and supply shortages

are driving the market. This momentum is expected

to be sustained into 2022 although APRA has already

introduced policies to slow growth and further actions

are expected in the new year.

2021 was another challenging year as we navigated a resurgence in

COVID-19, managed through lock downs and very low interest rates

and saw asset prices rise.

External environment

154WESTPAC GROUP 2021 ANNUAL REPORT

Credit growth for the Australian financial system was
5.3% for the year to September 2021 with growth

concentrated in mortgages as consumers responded

to low interest rates. In the year to September 2022,

total financial system credit is expected to grow by

6.2%. Housing credit growth is likely to reach 8.4%

while business credit growth will hold around 3%.

Personal credit, which has been in decline for some

years, is expected to fall further in 2022 as consumers

remain cautious on debt and use alternative sources of

financial credit.

Very low interest rates will continue to weigh on

banks and place pressure on net interest margins. The

Reserve Bank of Australia (RBA) has indicated that

the cash rate will not be increased until its objectives

of full employment and inflation sustained around

2.5% are achieved. While the RBA does not expect this

until 2024, Westpac is looking to early 2023 given the

positive outlook for the unemployment rate and the

likely emergence of some inflationary pressure.

The Reserve Bank of New Zealand (RBNZ) recently

increased the overnight cash rate by 0.25% to 0.5%

recognising emerging inflationary forces and a

tight labour market. We expect there will be further

increases in 2021 and 2022.

In 2022, the banking sector will increase its wholesale

funding activities given completion of the RBA’s Term

Funding Facility (TFF) and the withdrawal of the

Committed Liquidity Facility (CLF) by the end of 2022.

The CLF allowed banks to utilise internal securitisation

to meet their liquidity requirements. These

requirements will now need to be met by additional

purchases of high quality liquid assets.

Westpac outlook

In Full Year 2022, Westpac is looking to grow lending

broadly in line with its major bank peers, leveraging

the momentum built up over the last year. The level

of growth will depend on the scale of the economic

recovery in Australia and New Zealand, measures put

in place by regulators to slow mortgage lending, and

Westpac’s own performance.

Net interest margins are expected to reduce further

in the year ahead given very low interest rates, strong

competition for loans and deposits and the return to

more normal levels of term wholesale funding.

Revenue and costs (particularly non-interest income) in

Full Year 2022 will also be impacted by the completion

of sales of businesses. Over the past year we announced,

and completed, the sale of four businesses, while a

further three sales have been announced but have yet

to complete. We are also working on the sale of other

businesses in the Specialist Businesses division and

further sales may be announced in the year ahead.

In May 2021 we announced a target cost base of $8 billion

by 2024. This is an ambitious target, and we will begin to

see the impact on our costs of simplification initiatives

designed to meet this goal. This includes the further

exit of businesses, completion of activities to fix our risk

management shortcomings, business simplification and

digitisation of processes.

In the past year, we devoted significant time and

resources to improving the management of risk and

addressing legacy issues. While we have made major

inroads, costs related to this activity will likely continue

in the period ahead. In particular, some litigation and

regulatory investigations are ongoing and further costs

or fines may emerge.

In Full Year 2021, impairment charges were a benefit,

reflecting sound asset quality and the release of

provisions built up in Full Year 2020 as we prepared for

an expected rise in COVID-19 related stress. In Full Year

2022, impairment charges will likely increase with any rise

dependent on a variety of factors including the speed of

the recovery and the potential for ongoing government

support. Regardless, the Group’s provision levels are

adequate, and we are well placed to respond to any

potential increase in stress.

Having materially increased capital ratios over recent

years, we have surplus capital and have announced an

off-market buy-back. This buy-back is expected to utilise

a portion of our surplus capital and franking credits and

reduce the share count. This should help to improve the

Group’s return on equity and earnings per share while

ensuring we retain sufficient capital for growth and

uncertainties in the period ahead.

In 2022 we expect to devote additional resources to our

Simplify and Perform strategic priorities. This will include

further business sales, digitising more processes and

continuing to streamline our operations.

With a sharper focus on banking in our core markets of

Australia and New Zealand, a strong balance sheet and a

highly committed team, we are well placed to see these

plans through and improve the strength of our franchise.

155WESTPAC GROUP 2021 ANNUAL REPORT

Our strategy supports our purpose, harnesses our strengths and refocuses
where change is required. Delivery is well underway and we are making

progress for all our stakeholders.

Our strategic priorities: Fix, Simplify and Perform, recognise our need to address

our shortcomings, reshape the business to concentrate on our core businesses

and markets, while lifting service and creating a stronger performance ethic.

This will help us to become a simpler, stronger bank.

Fix

Address outstanding issues

— Risk management

— Risk culture

— Customer remediation & pain points

— IT complexity

Simplify

Streamline and focus

the business

— Exit non-core businesses and

consolidate international

— Reduce products, simplify

customer offers

— Lines of Business operating model

— Transform using digital and data to

enhance the customer experience

Complaints driving change

Our new complaints

system is helping us resolve

customer complaints faster

and ensures they don't fall

through the cracks.

See page 19 for

more information.

Digital home loan process

Making it easier for

customers with a new

digital home loan

application process.

See page 23 for

more information.

Our values

Our five values (or HELPS)

–guide the way and help us

achieve our purpose.

HELPFUL

Passionate about

providing a great

customer experience

ETHICAL

Trusted to do

the right thing

Our strategy

156WESTPAC GROUP 2021 ANNUAL REPORT

Perform
Sustainable long-term returns

— Customer service – market leading

— Growth in key markets

— Reset cost base

— Enhance returns, optimise capital

— Strong balance sheet

— Climate change – focus on net zero

Our purpose

Helping Australians and

New Zealanders succeed.

Our focus

Banking for Australian and

New Zealand consumers, businesses

and institutional customers.

Foiling scammers

Protecting customers

from scams through

updated transaction

monitoring, training and

customer education.

See page 25 for

more information.

Stakeholder outcomes

$6.0bn paid

to employees

$580bn in

customer deposits

50% Women in

Leadership roles

$710bn in lending

1

$8.0bn total supply

chain spend

$1.6m spent towards

Indigenous-owned

businesses

Suppliers

149.4 cents

2


earnings per share

118 cents dividends

per share

Shareholders

$4.6bn mortgage

deferrals

$3.4bn paid globally in various

taxes and the Bank Levy

The economy

$10.9bn lending

to climate change

solutions

Climate Change Position

Statement and 2023 Action

Plan

Environment

$144m in community

investment

$12.1m towards Safer

Children, Safer Communities

program

Communities

Employees

Customers

1 Includes held for sale.

2 146.3 cents on a cash earnings basis.

LEADING CHANGE

Determined to make it

better and be better

PERFORMING

Accountable to

get it done

SIMPLE

Inspired to keep it

simple and easy

157WESTPAC GROUP 2021 ANNUAL REPORT

Fix
Fix is focused on addressing our

shortcomings, improving our

management of risk and culture,

reducing customer pain points and

completing historical customer

remediation.

97%

EMPLOYEES COMPLETED

RISK LEARNING MODULES

600

STATEMENTS OF

ACCOUNTABILITY HELD

BY SENIOR LEADERS

1

63%

REDUCTION IN HIGH RATED

ISSUES THAT WERE OPEN

AT THE START OF FY21

~600

IMPROVED CRITICAL

DATA ELEMENTS

Enhanced risk

dashboards

SIMPLER AND

STANDARDISED

REPORTING TO EXECUTIVE

TEAM AND BOARD

3 lines of defence

MODEL IMPLEMENTED

ACROSS RISK CLASSES

AND DIVISIONS

1 Statements of Accountability (SoA) outline the accountabilities and outcomes that leaders are required to deliver in their individual

roles. The SoA provides clarity on delegations and authorities.

158WESTPAC GROUP 2021 ANNUAL REPORT

Our CORE program
Our CORE program is central to improving our

management of risk and building a strong culture.

To become a simpler, stronger bank we are rectifying

our shortcomings at their source – and our Customer

Outcomes and Risk Excellence (CORE) program is

leading the change.

The CORE program was first established in 2020 and

expanded in 2021 to address the issues identified

by our own assessments and the findings of our

regulators. This includes the Australian Prudential

Regulation Authority’s (APRA) Risk Governance

Review, completed in December 2020, which resulted

in a court enforceable undertaking agreed with APRA.

The CORE program is a significant piece of work

comprising 19 workstreams, underpinned by

80 deliverables and 327 activities. Each activity

progresses through the three stages of ‘Design,

Implement and Embed’. 80% of the Design activities

are now complete with 95% expected to be reached

by the end of the calendar year. At 30 September

2021, 121 of the 327 activities had been undertaken

an

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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.