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Rating Action:

MOODY'S LOWERS TO A1/B- THE LONG-TERM AND FINANCIAL STRENGTH RATINGS OF COMMERZBANK; SUBSIDIARIES' LONG-TERM RATINGS ALSO LOWERED

17 Aug 2001

Approximately $138.3 Billion of Debt Securities Affected.

London, 17 August 2001 -- Moody's Investors Service lowered the long-term deposit and debt ratings and the financial strength rating of Commerzbank AG from Aa3/B to A1/B-, respectively. The long-term ratings and bank financial strength ratings of certain of the group's subsidiaries were also lowered, as were Hypothekenbank in Essen's mortgage and public sector Pfandbrief ratings (to Aa2 and Aa1 respectively) and RHEINHYP Rheinische Hypothekenbank's mortgage Pfandbrief ratings (to Aa1). The Prime-1 ratings of all of the group's rated entities for short- term deposits and commercial paper were not on review and were confirmed. Also confirmed were the Aaa ratings for the public sector Pfandbriefe of RHEINHYP.

Moody's stated that the rating change reflects Commerzbank group's more moderate financial flexibility -- both from a recurring earnings perspective and from an economic capital perspective -- especially in a more dynamic and fluid environment characterised by European financial-services consolidation, strong competition, and more challenging financial markets conditions.

The new ratings and their stable outlook continue to reflect Commerzbank group's position as one of Germany's stronger financial institutions, with a stable franchise in retail and commercial banking. Various revenue enhancing and cost saving initiatives should have positive short- and medium term effects, including a stronger focus on Commerzbank's core competencies in its German and European markets. Moody's added that it continues to see the group being characterised by a relatively diversified revenue base and by stable core funding. As another positive, any meaningful steps in the consolidation and restructuring of the highly fragmented German banking system could have positive connotations for Commerzbank's market position.

Moody's pointed out that the rating changes also incorporate the current discussions about potential alliances among German mortgage banks. RHEINHYP Rheinische Hypothekenbank and Hypothekenbank in Essen, however, continue to benefit from a Patronatserklärung (letter of comfort) from Commerzbank itself. The A1 senior debt rating for RHEINHYP also reflects the mortgage bank's sound financial fundamentals and its good position in residential and commercial mortgage lending.

Regarding the change of these two mortgage banks' Pfandbrief ratings, Moody's said that it regards the credit characteristics of these debt instruments to be directly linked to the overall long-term creditworthiness of the issuing banks -- as primarily defined in their deposit ratings. Nevertheless, Pfandbrief ratings are higher than corresponding long-term deposit and debt ratings (public sector Pfandbrief ratings marginally more than mortgage Pfandbrief ratings), owing to the more timely debt servicing as well as the greatly reduced potential loss severity of these collateralised debt instruments in the event of default of the issuing bank.

In this context Moody's said that RHEINHYP's Aaa-rated public sector Pfandbriefe continue to warrant top ratings.

The following ratings were lowered:

Commerzbank AG -- senior unsecured debt and deposits to A1; long-term issuer rating to A1; subordinated debt to A2; Tier III debt to A3; financial strength to B-.

Commerzbank International S.A. (Luxembourg) -- senior unsecured debt and deposits to A2; subordinated debt to A3.

Commerzbank Europe (Ireland) -- senior unsecured deposits to A2; long-term issuer rating to A2.

CB Finance Company B.V. -- senior unsecured debt to A1; subordinated debt to A2.

Commerzbank Overseas Finance N.V. -- senior unsecured debt to A1; subordinated debt to A2.

Commerzbank U.S. Finance Inc. -- senior unsecured debt to A1.

Commerzbank AG, Paris Branch -- senior unsecured deposits to A1.

Commerzbank AG, London Branch -- senior unsecured debt to A1.

RHEINHYP Rheinische Hypothekenbank AG -- mortgage Pfandbriefe to Aa1; senior unsecured debt and deposits to A1; subordinated debt to A2.

Rheinhyp Finance N.V. -- senior unsecured debt to A1; subordinated debt to A2.

Rheinhyp Bank Europe plc -- senior unsecured debt and deposits to A2.

Hypothekenbank in Essen AG -- public sector Pfandbriefe to Aa1; mortgage Pfandbriefe to Aa2; senior unsecured debt and deposits to A2; subordinated debt to A3.

The following ratings were confirmed:

Commerzbank AG -- short-term debt and deposits at P-1.

Commerzbank International S.A.(Luxembourg) -- short-term debt and deposits at P-1; financial strength at C+.

Commerzbank Europe (Ireland) -- short-term deposits at P-1; financial strength at C-.

CB Finance Company B.V. --short-term debt at P-1.

Commerzbank Overseas Finance N.V. -- short-term debt at P-1.

Commerzbank U.S. Finance Inc. -- short-term debt at P-1.

Commerzbank AG, Paris Branch -- short-term deposits at P-1.

Commerzbank AG, London Branch -- commercial paper at P-1.

Commerzbank Europe Finance (Ireland) plc -- commercial paper at P-1.

Commerz Europe (Ireland), Inc. -- commercial paper at P-1.

RHEINHYP Rheinische Hypothekenbank AG -- public sector Pfandbriefe at Aaa; short-term debt and deposits at P-1; financial strength at B-.

Rheinhyp Finance N.V. -- short-term debt at P-1.

Rheinhyp Bank Europe plc -- short-term debt and deposits at P-1; financial strength at C-.

Hypothekenbank in Essen AG -- short-term debt and deposits at P-1; financial strength at C.

Commerzbank AG, headquartered in Frankfurt, is Germany's fourth largest banking group with consolidated total assets of €506 billion at 30 June 2001. RHEINHYP Rheinische Hypothekenbank AG, headquartered in Frankfurt, is one of Germany's larger mortgage banks with total assets of €78 billion at 30 June 2001. Hypothekenbank in Essen is a mortgage bank specialised primarily on public sector lending. The bank is headquartered in Essen and had total assets of €63 billion at 30 June 2001.

London
Samuel S. Theodore
Managing Director
Financial Institutions Group
Moody's Investors Service Ltd.
44 20 7772 5454

London
Otto Dichtl
Asst Vice President - Analyst
Financial Institutions Group
Moody's Investors Service Ltd.
44 20 7772 5454

MOODY'S LOWERS TO A1/B- THE LONG-TERM AND FINANCIAL STRENGTH RATINGS OF COMMERZBANK; SUBSIDIARIES' LONG-TERM RATINGS ALSO LOWERED
No Related Data.
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