December 8, 2022 

Donald J. Toumey, Esq. 

Sullivan & Cromwell LLP 

125 Broad Street 

New York, New York 10004 

Dear Mr. Toumey: 

This is in response to the election filed by ANZ Group Holdings 

Limited (“ANZ Holdings”), and ANZ BH Pty Ltd (“ANZBH”), both of 

Docklands, Australia, to each be treated as a financial holding company (“FHC”) 

pursuant to sections 4(k) and 4(l) of the Bank Holding Company Act of 1956 

(“BHC Act”)1

and section 225.91 of the Board’s Regulation Y.2

ANZ Holdings and ANZBH would become the parent holding 

companies of Australia and New Zealand Banking Group Limited (“ANZBGL”), 

Melbourne, Australia, a foreign banking organization (“FBO”) that has elected to 

be treated as an FHC. ANZ Holdings and ANZBH would indirectly, through 

ANZBGL, operate a branch in New York, New York. Accordingly, ANZ 

Holdings and ANZBH would be FBOs that would be treated as bank holding 

companies (“BHCs”) under the BHC Act.

3

ANZ Holdings and ANZBH have each certified that they are well 

capitalized and well managed pursuant to section 4(l) of the BHC Act, as amended 

by section 606(a) of the Dodd-Frank Wall Street Reform and Consumer Protection 

Act of 2010 (“Dodd-Frank Act”).4

1

 12 U.S.C. § 1843(k) and (l). 

2

 12 CFR 225.91. 

3

 12 U.S.C. § 3106(a). 

4

 Pub. L. No. 111-203, 124 Stat. 1376-2223 (2010). Section 606(a) of the DoddFrank Act amended the BHC Act to require a BHC (including an FBO that is 
2

Based on all the facts of record, ANZ Holdings and ANZBH are 

considered well capitalized and well managed in accordance with capital and 

management standards comparable to those applied to U.S. companies seeking to 

be FHCs, giving due regard to the principle of national treatment and equality of 

competitive opportunity.6 This evaluation included a review of the factors set 

forth in section 225.92(e) of Regulation Y.7 In reaching this determination, the 

home country supervisory system of ANZ Holdings and ANZBH has been 

considered, and it has been determined that ANZ Holdings and ANZBH are 

subject to comprehensive consolidated supervision (“CCS”). The Board has 

previously found ANZBGL to be subject to CCS.8 ANZ Holdings and ANZBH 

have represented that they anticipate being supervised by the APRA in a manner 

similar to ANZBGL. 

For all the foregoing reasons, the Director of the Division of 

Supervision and Regulation (“Director”), with the concurrence of the General 

Counsel, acting pursuant to authority delegated by the Board,9 has determined that 

the election by ANZ Holdings and ANZBH to each be treated as an FHC is 

effective as of the date of this letter. In taking this action, the Director relied on all 

the representations and commitments that ANZ Holdings and ANZBH made in 

connection with their election. The commitments are deemed to be conditions 

imposed in writing and, as such, may be enforced under applicable provisions of 

law. 

The Director’s determination is conditioned on compliance by ANZ 

Holdings and ANZBH with any future rule implementing section 606(a) of the 

Dodd-Frank Act. In addition, ANZ Holdings and ANZBH may continue to claim 

the benefits of FHC status as long as ANZ Holdings and ANZBH remain well 

treated as a BHC) and its subsidiary depository institutions to be well capitalized

and well managed in order for the BHC to become an FHC. 

6

 12 U.S.C. § 1843(l)(3). 

7

 12 CFR 225.92(e). 

8 See Australia & New Zealand Banking Group, Ltd., 86 Federal Reserve Bulletin 

695 (2000). 

9

 12 CFR 265.7(d)(6). 
3

capitalized and well managed in accordance with the standards set forth in section 

4(l) of the BHC Act and the Board’s Regulation Y.10 

Accordingly, ANZ Holdings and ANZBH must provide notice to the 

Federal Reserve Bank of New York when they become aware that they or their 

U.S. operations cease to be well capitalized or well managed.11 Moreover, ANZ 

Holdings and ANZBH may not commence any additional activities under sections 

4(k) or 4(n) of the BHC Act,12 or acquire control of any company engaged in 

activities under those sections, if they fail to meet applicable capital and 

management requirements.13 ANZ Holdings and ANZBH are required to submit 

form FR Y-7Q quarterly. 

Sincerely yours, 

Margaret McCloskey Shanks 

Deputy Secretary of the Board 

10 See 12 CFR part 225, subpart I. 

11 See 12 CFR 225.93(b). 

12 12 U.S.C. § 1843(k) and (n). 

13 See 12 CFR 225.93. 

(signed) Margaret McCloskey Shanks