10.12.2012 21:52:00

DEPFA Bank plc -- Moody's affirms DEPFA's Baa3 unsecured debt ratings; outlook stable

Standalone credit assessment lowered to E/caa2 from E+/b2

Frankfurt am Main, December 10, 2012 -- Moody's Investors Service has today affirmed the Baa3 long-term debt and deposit ratings of DEPFA BANK plc (DEPFA). At the same time, Moody's downgraded DEPFA's standalone bank financial strength rating (BFSR) to E (equivalent to a standalone credit assessment of caa2) from E+/b2. The short-term bank deposit ratings were affirmed at Prime-3. The outlook on the long-term ratings is stable, whereas the E BFSR does not carry an outlook.

Consequently, Moody's downgraded DEPFA's subordinated debt ratings to Caa3 from B3, reflecting the lowering of the bank's standalone credit strength. The ratings carry a stable outlook.

Furthermore, DEPFA ACS BANK's long-term deposit ratings were affirmed at Baa3/Prime-3 with their stable outlook, while the BFSR was lowered to E/caa2 from E+/b2. DEPFA ACS is the highly integrated issuing entity of DEPFA group for asset-covered securities (ACS) and therefore its ratings remain aligned with those of its sole owner DEPFA BANK plc.

RATINGS RATIONALE

DEPFA'S STANDALONE CREDIT ASSESSMENT LOWERED

Moody's considers that the lower standalone credit assessment of caa2 better reflects (1) the constraints on DEPFA's business model, as the European Commission (EC) requires the bank to roll-off its assets and prohibits DEPFA from underwriting new business under its current ownership; (2) the bank's structurally loss-making core operations, which will come under further pressure when the servicing contract with FMSW (Aaa, negative) expires in September 2013; and (3) the sensitivity of the bank's capital position in the context of its exposure concentrations, in particular sizeable exposures to weaker euro area countries.

Moody's considers DEPFA group's business model to be impaired, as the EC requires the bank to run down its assets in a value-preserving manner and prohibits DEPFA from underwriting new business under its current ownership. The bank will only be allowed to write new business once it is privatised, as required by the EC, by the end of 2014.

Moody's considers DEPFA structurally loss-making, as the bank's profits in 2011 and 2012 were driven by extraordinary effects from the buy-back of certain securities. The rating agency expects further challenges to profitability starting from Q4 2013, when revenues from the expiring servicing contract with FMSW will fall away. The importance of those revenues to cover a large part of DEPFA's cost base, combined with gradually declining earnings from the bank's shrinking asset base, leads Moody's to believe that DEPFA will struggle to adjust its cost base quickly enough and to the extent needed to off-set the projected loss in revenues. The necessary adjustment of DEPFA's cost base will be supported by the transfer of personnel to FMSW.

Moody's considers the bank's capitalisation to be adequate, despite the current solicitation for a buy-back of its hybrid capital. Although the hybrid capital buy-back would improve the bank's already solid regulatory capital ratios, the measures would reduce DEPFA's economic capitalisation or overall loss-absorption capacity, in Moody's view. Based on Moody's findings from stress testing earnings and capital, DEPFA displays some sensitivity to capital pressures that could arise from unexpected credit losses, given the uncertain environment and pressures from the euro area sovereign debt crisis. In this context, Moody's notes that the bank maintains significant long-term exposures to Spain (EUR3.7 billion) and Italy (EUR2.3 billion) and which together represent total exposures of 300% of its Tier 1 capital (EUR2.0 billion), as of September 2012.

DEPFA'S LONG-TERM RATINGS REFLECT OWNERSHIP BY GERMAN GOVERNMENT

Moody's continues to factor a very high probability of support from the German government (Aaa, negative) into DEPFA's Baa3/Prime-3 senior unsecured debt and deposit ratings, which now benefit from a rating uplift of eight notches (from five previously). DEPFA is part of the larger Hypo Real Estate AG Group (HRE; unrated), which the German government nationalised and recapitalised in 2009. With its significant size, DEPFA still accounts for a substantial part of HRE Group's assets and capital as of September 2012. Moody's support assumptions therefore take into account (1) the previous significant financial commitments undertaken by the German government to stabilise HRE; and (2) the expectation of government assistance in case of need, as any adverse developments at Ireland-based DEPFA would have immediate ramifications for HRE. While Moody's says that meeting the privatisation deadline in 2014 is uncertain, the likely consequence of a complete wind-down of the Irish bank is already factored into the current standalone credit assessment of caa2.

WHAT COULD MOVE THE RATINGS UP/DOWN

Any upwards pressure is currently unlikely and will remain so as long as DEPFA remains constrained in its ability to restore a viable banking franchise, as set by the EC's conditions.

Downwards pressure on DEPFA's standalone credit strength could result from eroding capital -- which is presently not expected -- and/or from market shocks, emanating from higher-than-anticipated credit losses and unforeseen contagion effects from the euro area sovereign crisis.

The Baa3 long-term ratings could come under pressure following any indication of declining support from the German government as owner of the HRE Group and therefore DEPFA. A successful privatisation by 2014 -- as required by the EC following the state-aid ruling -- could result in rating changes in either direction, depending on (1) the new owner's financial condition and commitment to DEPFA; and (2) Moody's assumptions on any future systemic support that the bank may receive.

PRINCIPAL METHODOLOGIES

The principal methodology used in these ratings was Moody's Consolidated Global Bank Rating Methodology published in June 2012. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

The ratings have been disclosed to the rated entities or their designated agent(s) and issued with no amendment resulting from that disclosure.

Information sources used to prepare each of the ratings are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's considers the quality of information available on the rated entities, obligations or credits satisfactory for the purposes of issuing these ratings.

Moody's adopts all necessary measures so that the information it uses in assigning the ratings is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entities or their related third parties within the two years preceding the credit rating action. Please see the special report "Ancillary or other permissible services provided to entities rated by MIS's EU credit rating agencies" on the ratings disclosure page on our website www.moodys.com for further information.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Mathias Kuelpmann Senior Vice President Financial Institutions Group Moody'sDeutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Carola Schuler MD - Banking Financial Institutions Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Deutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error negligent or otherwise or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER.

MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."

Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657, which holds Australian Financial Services License no. 336969. This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY'S that you are, or are accessing the document as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001.

Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ("MJKK") are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, "MIS" in the foregoing statements shall be deemed to be replaced with "MJKK". MJKK is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of MCO.

This credit rating is an opinion as to the creditworthiness or a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.