Deutsche Hypothekenbank AG

FINANCIAL INSTITUTIONS CREDIT OPINION 9 January 2017 Deutsche Hypothekenbank AG Update Following Assignment of A3 Senior-Senior Rating Update Summ...
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FINANCIAL INSTITUTIONS

CREDIT OPINION 9 January 2017

Deutsche Hypothekenbank AG Update Following Assignment of A3 Senior-Senior Rating

Update

Summary Rating Rationale

RATINGS

Deutsche Hypothekenbank (ActienGesellschaft) Domicile

Germany

Long Term Debt

Baa1

Type

Senior Unsecured Dom Curr

Outlook

Negative

Long Term Deposit

A3

Type

LT Bank Deposits - Fgn Curr

Outlook

Negative

Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date.

Contacts Bernhard Held, CFA 49-69-70730-973 VP – Senior Analyst [email protected] Alexander Hendricks, 49-69-70730-779 CFA Associate Managing Director - Banking [email protected]

We assign A3/P-2 deposit ratings and Baa1 senior unsecured debt ratings to Deutsche Hypothekenbank (Actien-Gesellschaft) (Deutsche Hypo), as well as a ba3 baseline credit assessment (BCA), a ba1 Adjusted BCA and an A3(cr)/P-2(cr) Counterparty Risk (CR) Assessment. On 21 November, we changed the seniority level to senior-senior unsecured debt from senior unsecured debt for one instrument and upgraded its rating to A3 from Baa1. This change and rating upgrade reflects Germany's revised insolvency framework in conjunction with a clarifying implementation guidance provided by the German regulator. The common characteristic of the upgraded instruments of various issuers is that certain structural features make these harder to value, resulting in additional complexity in case of bail-in. Deutsche Hypo's ratings reflect (1) its ba3 BCA; (2) our assessment that Deutsche Hypo will benefit from affiliate backing from its sole owner, NORD/LB, in case of need, leading to two notches of rating uplift; (3) the results of our Loss Given Failure (LGF) Analysis, which provide three notches of uplift for deposits and two notches for senior unsecured debt; and (4) our "moderate" government support assumption as part of NORD/LB group, resulting in one notch of rating uplift. Deutsche Hypo's BCA of ba3 reflects the bank's combined solvency score of ba2 and combined liquidity score of ba3, and incorporates a one notch reduction for its monoline business model. Despite low problem loans in comparison with its peers, the bank's solvency score is driven by its sector concentration, vulnerable capital ratios and still low but improving earnings capacity, based on its Commercial Real Estate (CRE) focused business. Exhibit 1

Rating Scorecard - Key Financial Ratios

Carola Schuler 49-69-70730-766 Managing Director Banking [email protected]

Source: Moody's Financial Metrics

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Credit Strengths »

Sound asset quality characterised by low non-performing loan share

»

Senior creditors benefit from the broader NORD/LB group's large volume of outstanding debt, as well as subordinated instruments in the unlikely event of resolution

Credit Challenges »

Tight integration into NORD/LB bears downside potential for Deutsche Hypo's ratings

»

CRE-focused business model limits the bank's solvency score

»

Strong emphasis on market funding

Rating Outlook »

Deutsche Hypo's long-term debt and deposit ratings carry a negative outlook.

»

The negative outlook expresses that we expect the bank's long-term ratings to move in close alignment with that of NORD/LB, whose long-term ratings also carry a negative outlook.

Factors that Could Lead to an Upgrade »

There is currently limited upward pressure on the ratings of Deutsche Hypo, as indicated by the negative outlook.

»

Given the significant degree of integration into NORD/LB, an improvement in Deutsche Hypo's Financial Profile would not directly translate into a higher BCA and long-term debt and deposit ratings.

»

We could increase Deutsche Hypo's ratings together with ratings of NORD/LB if (1) significant tangible progress in the reduction of NORD/LB's shipping exposure risks was achieved without incurring disproportionate losses; and/or (2) NORD/LB is able to significantly dampen the expected costs from reducing its shipping exposure from income in other business areas.

Factors that Could Lead to a Downgrade »

As indicated by the negative outlook, we may downgrade the long-term debt and deposit ratings of Deutsche Hypo if NORD/LB's BCA is downgraded.

»

We may also downgrade Deutsche Hypo's BCA if its Financial Profile was to weaken significantly, however, we currently do not expect this. In the case Deutsche Hypo's BCA is downgraded, we do not expect this to translate into a downgrade of the bank's long-term ratings, unless its Adjusted BCA was also lowered as a result of a BCA downgrade of its parent NORD/LB.

»

Further, the long-term debt and deposit ratings of Deutsche Hypo may be downgraded if, at the level of its parent NORD/LB, the amount of equal-ranking or subordinated debt for an individual debt class was to decline beyond current expectations, leading to a less favorable outcome under our Advanced LGF analysis.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history.

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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Key Indicators Exhibit 2

Deutsche Hypothekenbank (Actien-Gesellschaft) (Consolidated Financials) [1] Total Assets (EUR billion) Total Assets (USD billion) Tangible Common Equity (EUR billion) Tangible Common Equity (USD billion) Problem Loans / Gross Loans (%) Tangible Common Equity / Risk Weighted Assets (%) Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) Net Interest Margin (%) PPI / Average RWA (%) Net Income / Tangible Assets (%) Cost / Income Ratio (%) Market Funds / Tangible Banking Assets (%) Liquid Banking Assets / Tangible Banking Assets (%) Gross loans / Due to customers (%)

6-162

12-152

12-142

12-133

12-123

Avg.

25.7 28.5 0.9 0.9 14.1 0.8 1.9 0.2 43.3 50.0 34.3 228.4

26.9 29.2 0.9 0.9 1.5 13.5 25.6 0.8 2.1 0.3 38.7 45.1 35.7 191.7

30.0 36.3 0.9 1.0 1.8 11.6 32.6 0.7 2.0 0.1 36.5 48.0 38.3 194.2

31.2 43.1 0.9 1.2 2.1 10.7 37.2 0.6 1.7 0.2 35.8 47.4 40.4 192.8

34.4 45.4 0.8 1.0 2.9 9.2 60.2 0.6 1.6 0.0 37.0 50.3 36.2 198.1

-7.14 -11.04 2.34 -1.94 2.15 13.06 38.95 0.75 2.06 0.25 38.35 48.15 37.05 201.05

[1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; LOCAL GAAP [3] Basel II; LOCAL GAAP [4] Compound Annual Growth Rate based on LOCAL GAAP reporting periods [5] LOCAL GAAP reporting periods have been used for average calculation [6] Basel III - fully-loaded or transitional phase-in & LOCAL GAAP reporting periods have been used for average calculation Source: Moody's Financial Metrics

Detailed Rating Considerations Tight integration into NORD/LB bears downside potential for Deutsche Hypo's ratings Several linkage points connect Deutsche Hypo's ratings closely to those of its parent NORD/LB. As part of the BCA, we consider Deutsche Hypo's capitalisation equivalent to that of its parent NORD/LB and therefore apply NORD/LB's Capital score also in Deutsche Hypo's scorecard. Deutsche Hypo has been exempt from compliance with regulatory solvency requirements since 2013 as a result of a waiver granted initially by the German Federal Financial Supervisory Authority (BaFin) and confirmed by the European Central Bank. Beyond the standalone perspective, the equalisation of Deutsche Hypo's Adjusted BCA to NORD/LB's Adjusted BCA and the assumption of a unique domestic resolution perimeter for the NORD/LB group, including Deutsche Hypo, lead to a close connection between NORD/LB's ratings and those of Deutsche Hypo. As of June 2016, NORD/LB reported a transitional Common Equity Tier 1 (CET1) ratio of 12.0%, down 1.1% from year-end 2015. On a fully phased-in basis, NORD/LB's CET1 ratio stood at 11.2% as of June 2016, down from 12.2% at year-end 2015. On a transitional basis but including the entire 2.5% capital conservation buffer, the bank is subject to a Pillar 2 minimum CET1 requirement of 9.25% since January 2016, resulting from the Supervisory Review and Evaluation Process and set by its regulator, the European Central Bank. This will increase to 9.75% by year-end 2016. As a domestically systemic institution, NORD/LB will also be required to establish a 1% “other systemically important institutions buffer”, which will gradually become effective over a three-year horizon starting in 2017. Improving earnings and asset quality trends While temporarily distorted by a setback related to claims against Heta Asset Resolution AG (Heta, Ca stable)1, Deutsche Hypo has been improving its operating profitability, while reducing problem loans amidst a benign CRE lending environment. These improvements are an important driver behind the upward movement of Deutsche Hypo's scorecard range and financial profile earlier this year. Except for its Heta exposure, Deutsche Hypo's asset quality has constantly improved over the past years, as expressed by a nonperforming loan ratio of below 1.5% as of year-end 2015. We assign a baa3 asset risk score to Deutsche Hypo, five notches below the a1 macro-adjusted score outcome of the scorecard. The negative adjustment reflects the pronounced focus of Deutsche Hypo on the cyclical segment of commercial real estate lending. The fact that the bank narrowly concentrates on commercial real estate lending and adjacent activities also leads us to deduct a full notch from its financial profile as a qualitative adjustment.

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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Deutsche Hypo's asset quality is primarily determined by its €11.7 billion CRE loan portfolio, as at 30 June 2016, which remains focused on the domestic market (62% of overall CRE exposure). Prior to the Brexit referendum in the United Kingdom (UK, Aa1 negative), Deutsche Hypo had focused it non-German new CRE business to a growing degree on the UK, which accounted for about 17% of the bank's new CRE business in 2015 and for 30% of its CRE new lending business in the first six months of 2016. We believe these exposures may expose the bank to somewhat increased credit and loan extension risk following the Brexit referendum, giving rise to potential asset quality and liquidity planning challenges in the event of weaker-than-anticipated economic growth. Deutsche Hypo's June 2016 net income of €30 million (€70 million for full-year 2015) equals an annualised 0.24% (2015: 0.26%) of the bank's tangible assets. We expect that Deutsche Hypo will be able to generate sustainable returns on assets close to 20 basis points of tangible assets, as expressed by the assigned b1 profitability score. This expected profitability measure adjusts for the currently negligible tax burden attributable to the profit and loss transfer agreement with NORD/LB, and for the very low cost of risk in comparison to cyclical averages. Over the past years, Deutsche Hypo de-risked its activities outside commercial real estate lending, its core area of expertise. The bank significantly reduced its credit derivatives (protection seller) to negligible amounts as of June 2016 and its public-sector and financials portfolio, which included relevant exposures to particularly pressured EU countries, continues to decline towards the range required for liquidity purposes. Well-established market funding franchise supports net interest income, but Deutsche Hypo's funding diversification is limited Deutsche Hypo's access to cost-efficient funding is a key requirement for the bank's business model. However, Deutsche Hypo's funding structure is in general geared towards confidence-sensitive wholesale funding sources, which renders the bank susceptible to changes in investor sentiment and market risk appetite. In the current low yield environment, the bank's market funding franchise offers significant funding cost advantages over the deposit-based funding approach of German retail banks. With a €25.7 billion balance sheet as of June 2016, around 55% of total assets are funded through covered bonds. Deutsche Hypo is among the specialised covered bond issuers with the highest level of asset encumbrance and as a consequence, we adjust the bank's Combined Liquidity score down by three notches to ba3. We take comfort from the fact that the bank pursues a strategy of largely matched funding, facilitated through a domestically and internationally diversified funding franchise in terms of funding tools and regions, including German savings banks and Asian sovereigns. Deutsche Hypo ensures that it maintains a liquidity cushion that allows it to meet all obligations over at least six months without having to access debt capital markets. The bank had a strongly improved regulatory liquidity coverage ratio of 195% as of June 2016. In cases of emergency, Deutsche Hypo also has access to short-term liquidity lines with its parent bank NORD/LB.

Notching Considerations Affiliate Support Based on the profit and loss transfer agreement of Deutsche Hypo with its parent NORD/LB and based on the high degree of integration, including a regulatory exemption from capital reporting granted for Deutsche Hypo, we consider Deutsche Hypo to be "affiliate backed" by NORD/LB, resulting in its Adjusted BCA being equalised to the ba1 Adjusted BCA of NORD/LB. Loss Given Failure Deutsche Hypo is subject to the EU Bank Recovery and Resolution Directive, which we consider an Operational Resolution Regime. We expect Deutsche Hypo to be included in the resolution perimeter of its parent entity NORD/LB and we therefore apply NORD/LB's LGF analysis, considering the risks faced by the different debt and deposit classes across the liability structure at failure. We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets, a 25% run-off in “junior” wholesale deposits, and a 5% run-off in preferred deposits. These are in line with our standard assumptions. In line with the new German insolvency legislation that will effectively subordinate senior bonds and notes to deposits in resolution from January 2017, we base our calculation on the assumption that deposits are preferred to most senior unsecured debt instruments. For deposits and senior-senior unsecured debt, our LGF analysis of NORD/LB indicates an extremely low loss-given-failure, leading to a three-notch uplift from the bank's ba1 Adjusted BCA.

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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For senior unsecured debt, our LGF analysis of NORD/LB indicates a very low loss-given-failure, leading to a two-notch uplift from the bank's ba1 Adjusted BCA. Our LGF analysis of NORD/LB indicates a high loss-given-failure for subordinated debt instruments. Accordingly, Deutsche Hypo's subordinated debt is rated at Ba2, which is one notch below the bank's ba1 adjusted BCA. We assign a B1 (hyb) rating to the bank's non-cumulative preferred securities ("Charlottenburg Capital International S.àr.l. & Cie"), which is three notches below the bank's ba1 adjusted BCA, reflecting their deeply subordinated claim in liquidation and non-cumulative coupon skip mechanism tied to the breach of a balance sheet loss trigger. Deutsche Hypo announced a call of this instrument on 31 December 2016 for repayment on 30 June 2017. GOVERNMENT SUPPORT Following the introduction of the Bank Recovery and Resolution Directive, we have lowered our expectations regarding the degree of support that the government might provide to a bank in Germany in the event of need. Because of its size on a consolidated basis, we consider Sparkassen-Finanzgruppe (S-Finanzgruppe, Aa2 stable, a22) as systemically relevant and therefore attribute a "moderate" probability of German government support for all members of the sector, in line with our support assumptions for other systemically relevant banking groups in Europe. Therefore, we still include one notch of government support uplift in the senior debt and deposits ratings of S-Finanzgruppe member banks that are incorporated in Germany, including Deutsche Hypo.

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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Rating Methodology and Scorecard Factors Exhibit 3

Deutsche Hypothekenbank (Actien-Gesellschaft) Macro Factors Weighted Macro Profile

Strong +

Financial Profile Factor

Historic Macro Ratio Adjusted Score

Credit Trend

Assigned Score

Key driver #1

Key driver #2

Unseasoned risk

Solvency Asset Risk Problem Loans / Gross Loans

1.8%

a1



baa3

Sector concentration

Capital TCE / RWA

14.1%

a1

←→

b1

Access to capital

Profitability Net Income / Tangible Assets

0.2%

b1

←→

b1

Return on assets

Combined Solvency Score Liquidity Funding Structure Market Funds / Tangible Banking Assets

45.1%

Liquid Resources Liquid Banking Assets / Tangible Banking Assets

35.7%

Combined Liquidity Score Financial Profile Business Diversification Opacity and Complexity Corporate Behavior Total Qualitative Adjustments Sovereign or Affiliate constraint: Scorecard Calculated BCA range Assigned BCA Affiliate Support notching Adjusted BCA Balance Sheet Other liabilities Deposits Preferred deposits Junior Deposits Senior unsecured bank debt Dated subordinated bank debt Preference shares (bank) Equity Total Tangible Banking Assets

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100%

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a3

ba2

b1

←→

a1

←→

baa3

in-scope (EUR million) ----------

ba3

Extent of market funding reliance

b1

Asset encumbrance

Market funding quality

ba3 ba2 -1 0 0 -1 Aaa ba2-b1 ba3 -ba1 % in-scope ----------

at-failure (EUR million) ----------

% at-failure ----------

Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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Debt class

Counterparty Risk Assessment Deposits Senior senior unsecured bank debt Senior unsecured bank debt Dated subordinated bank debt

De jure waterfall De facto waterfall Notching LGF Assigned Additional Preliminary LGF notching Rating Instrument Sub- Instrument SubDe jure De facto notching guidance notching Assessment volume + ordination volume + ordination versus subordination subordination BCA -------3 0 baa1 (cr) -------3 0 baa1 -------3 0 baa1 -------2 0 baa2 --------1 0 ba2

Instrument Class

Loss Given Failure notching

Counterparty Risk Assessment Deposits Senior senior unsecured bank debt Senior unsecured bank debt Dated subordinated bank debt

3 3 3 2 -1

Additional Preliminary Rating notching Assessment 0 0 0 0 0

baa1 (cr) baa1 baa1 baa2 ba2

Government Local Currency rating Foreign Support notching Currency rating 1 A3 (cr) -1 A3 A3 1 A3 -1 Baa1 -0 Ba2 --

Source: Moody's Financial Metrics

Ratings Exhibit 4

Category DEUTSCHE HYPOTHEKENBANK (ACTIENGESELLSCHAFT)

Moody's Rating

Outlook Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Senior senior unsecured bank debt Senior Unsecured -Dom Curr Subordinate -Dom Curr Other Short Term -Dom Curr

Negative A3/P-2 ba3 ba1 A3(cr)/P-2(cr) A3 Baa1 Ba2 (P)P-2

PARENT: NORDDEUTSCHE LANDESBANK GZ

Outlook Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Issuer Rating Senior Unsecured Subordinate Commercial Paper Other Short Term -Dom Curr

Negative A3/P-2 ba3 ba1 A3(cr)/P-2(cr) Baa1 Baa1 Ba2 P-2 (P)P-2

Source: Moody's Investors Service

ABOUT MOODY'S SCORECARD Our Scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read in conjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our Scorecard may materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strong divergence). The Scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down to reflect conditions specific to each rated entity.

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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Endnotes 1 The rating shown is Heta's Carinthian state-guaranteed senior unsecured debt rating and outlook 2 The ratings reflect S-Finanzgruppe's Corporate Family Ratings and outlook and its baseline credit assessment

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Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

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REPORT NUMBER

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9 January 2017

1048844

Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating

FINANCIAL INSTITUTIONS

MOODY'S INVESTORS SERVICE

Contributors Bernhard Held, CFA VP-Senior Analyst

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9 January 2017

CLIENT SERVICES Christina Gerner Associate Analyst

Americas

1-212-553-1653

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852-3551-3077

Japan

81-3-5408-4100

EMEA

44-20-7772-5454

Deutsche Hypothekenbank AG: Update Following Assignment of A3 Senior-Senior Rating