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Rating Action:

Moody's downgrades UniCredit Bank AG to A2; outlook negative (Germany)

05 Oct 2011

Standalone financial strength affirmed at C-, with higher mapping to Baa1, stable outlook

Frankfurt am Main, October 05, 2011 -- Moody's Investors Service has today downgraded the long-term senior debt and deposit ratings of Munich-based UniCredit Bank AG (UCB) to A2 from A1 reflecting (i) the downgrade to C- from C of the standalone bank financial strength rating (BFSR) of UniCredit SpA, UCB's parent institution, which has a negative impact on parental support previously factored into the ratings; and (ii) a readjustment of Moody's systemic support assessment, following the introduction of a resolution regime in Germany.

As a result of the rating action of its parent institution, UCB's A2 long-term ratings no longer benefit from ratings uplift from parental support, but still incorporate two notches of systemic support. The outlook on these ratings has been changed to negative. UCB's Prime-1 short-term debt and deposit ratings were affirmed.

Moody's also affirmed UCB's C- standalone BFSR (outlook stable), now mapping to Baa1 on the long-term rating scale, from Baa2 previously. The remapping to Baa1 reflects the resilience of UCB's modest risk profile and resilient earnings power.

Concurrently, the rating agency confirmed the Baa2 rating of UCB's senior subordinated debt and the Baa3(hyb)/Ba1(hyb) ratings for silent partnership certificates/preferred stock ratings. The outlook on these ratings has been changed to negative from stable.

In addition, Moody's has downgraded the long-term senior debt and deposit ratings of UniCredit Luxembourg S.A. (UCL) to Baa1 from A3, which was also driven by the downgrade of UniCredit SpA's BFSR to C-, UCL's ultimate parent and support provider. Concurrently, Moody's affirmed UCL's C- BFSR (mapping to Baa1 on the long-term scale). In March 2010, UCL's BFSR was aligned with that of its German parent bank, UCB, as a result of its high degree of integration and limited strategic and financial autonomy (based on Moody's approach to rating selected "highly integrated subsidiaries"). The outlook on these ratings has been changed to negative from stable, except the outlook on the BFSR, which is stable. UCL's Prime-2 short-term debt and deposit ratings were also affirmed.

This rating action concludes the review for downgrade on UCB's and UCL's long-term debt and deposit rating initiated on 26 May 2011.

For a detailed list of ratings affected, refer to the end of the press release.

RATINGS RATIONALE

SENIOR DEBT AND DEPOSIT RATINGS DOWNGRADED TO A2; OUTLOOK NEGATIVE

The downgrade of UCB's senior debt and deposit ratings to A2 reflects Moody's concerns that support may be weakening from both of the two sources of support potentially available to the bank:

(i) The downgrade of UniCredit SpA's standalone BFSR to C- (see press release "Moody's downgrades UniCredit to A2/C- (Italy), dated 5 October, 2011") mirrors various pressures the group faces in the Italian home market, and implies a weaker capacity of the parent bank to support its international subsidiaries. While Moody's continues to believe that the likelihood of support from the parent bank remains high, these support assumptions no longer result in any rating uplift from UCB's Baa1 standalone credit strength.

(i) The weakening support environment in Germany -- following the introduction of a new resolution regime in January 2011 -- implies a lower probability that UCB would receive support from the German government, in case of need. This factor has resulted in a reduction to two notches of rating uplift for systemic support, from three previously. These changes were only partly offset by the slightly higher standalone financial strength rating (Baa1) of UCB.

Despite the stable outlook on the C- BFSR for UCB and its parent bank, the outlook on UCB's long-term ratings has been changed to negative. This is driven by a level of rating transition risk for UniCredit SpA's standalone rating at the C-/Baa1 level, which could be subject to a lower mapping within the C- BFSR range over time.

STANDALONE FINANCIAL STRENGTH MARGINALLY BETTER AT Baa1

The BFSR has been affirmed at C- with a stable outlook, but now maps to a Baa1, one notch higher on Moody's long-term rating scale.

The marginally higher Baa1 standalone credit strength reflects UCB's modest risk profile and resilient earnings power, which the bank has maintained throughout the global financial crisis to date. In addition, UCB shows a high level of regulatory and economic capital and therefore benefits from ample loss absorption capacity in the context of the C- BFSR category. It is Moody's expectation that the implementation of Basel 2.5 and Basel 3 will only slightly reduce UCB's strong regulatory capital ratios.

As UniCredit SpA's group-wide center for corporate and investment banking (CIB) UCB generates large portions of its earnings from this business unit. Given the reliance on group clientele, the rating agency notes that UCB's standalone financial strength rating has limited potential to be higher than the group standalone rating level. As a result, UCB's financial strength rating could come under pressure, if UniCredit SpA's financial strength continues to weaken. In addition, the C- BFSR remains constrained by the continued imbalance of UCB's earnings profile as Retail, SME and Private Banking, its two other business units, contribute proportionally less to overall group profits.

The stable outlook on the BFSR reflects Moody's anticipation that UCB's strong internal capital generation will be sustained without major changes to UCB's risk profile.

SENIOR SUBORDINATED DEBT AND HYBRID RATINGS AFFIMRED; OUTLOOK NEGATIVE

The higher positioning of UCB's standalone C- BFSR at Baa1 on the long-term rating scale offsets the elimination of rating uplift for parental support. Moody's has therefore affirmed UCB's Baa2 senior subordinated debt rating. This rating is one notch below the Baa1 adjusted standalone credit strength, which also remained unchanged.

The dated silent partnership certificates issued by HVB Funding Trust I, II, III and VI have been confirmed at Baa3(hyb), which is two notches below the adjusted standalone credit strength. The Baa3(hyb) rating reflects their deeply subordinated claim in liquidation and non-cumulative coupon-skip mechanism tied to the breach of a regulatory minimum requirement trigger.

Non-cumulative trust preferred securities issued by HVB Funding Trust VIII were confirmed at Ba1(hyb), which is three notches below the adjusted standalone credit strength. The Ba1(hyb) rating reflects their deeply subordinated claim in liquidation and non-cumulative coupon-skip mechanism linked to a balance-sheet loss trigger.

The adjusted standalone credit strength is Moody's starting point for rating subordinated debt and hybrid securities and reflects the bank's standalone credit strength, including parental or co-operative support, as applicable, but excluding systemic support assumptions.

The outlook on these ratings has been changed to negative, reflecting UCB's high interconnectedness with its parent UniCredit SpA.

WHAT COULD CHANGE THE RATING UP/DOWN

A downgrade of UCB's BFSR could be triggered by: (i) a continued weakening of the standalone financial strength profile of its parent UniCredit SpA; (ii) increased risk appetite in -- and earnings volatility stemming from -- UCB's investment banking activities; and (iii) new Basel rules that may compromise UCB's regulatory capital adequacy more than currently anticipated.

UCB's long-term debt and deposit ratings could be downgraded as a result of (i) a downgrade of its own standalone financial strength; or (ii) a weakening in the standalone financial profile of UniCredit SpA. Similarly, the long-term debt and deposit ratings could be downgraded if Moody's considers that the likely systemic support available to UCB has weakened further.

Downward pressure on the Luxembourg-based UCL's long-term ratings could stem from a further weakening of UniCredit SpA's standalone credit strength, which in turn could have negative implications for the ratings of UCL's direct parent, UCB. Moody's will continue to align UCL's standalone rating with that of its German parent.

There is no upward pressure on the standalone BFSRs of either UCB or UCL, given the high level of interdependence with the parent institution. Upward pressure on the banks' debt and deposit ratings is also limited due to the level of systemic support assumptions that Moody's continues to factor into their long-term ratings.

DETAILLED LIST OF RATING ACTIONS

The following ratings of UCB were downgraded:

- Long-term issuer, senior debt and deposit ratings to A2 from A1;

- Senior unsecured MTN rating to (P)A2 from (P)A1;

The following ratings of UCB were affirmed:

- BFSR affirmed at C- with a stable outlook, now mapping to Baa1 from Baa2 on the long-term rating scale;

- P-1 short-term debt and deposit ratings.

The following ratings of UCB were confirmed:

- Baa2 subordinated and senior subordinated debt rating;

- (P)Baa2 subordinated MTN rating;

- Baa3(hyb)/Ba1(hyb) preferred stock ratings.

All the above ratings, except the BFSR, carry a negative outlook.

The following ratings of UCL were downgraded:

- Long-term issuer, senior debt and deposit ratings to Baa1 from A3;

The following ratings of UCL were affirmed:

- BFSR affirmed at C- with a stable outlook, now mapping to Baa1 from Baa2 on the long-term rating scale

- P-2 short-term debt and deposit ratings.

All the above ratings, except the BFSR, carry a negative outlook.

PRINCIPAL METHODOLOGIES

The methodologies used in this rating were Bank Financial Strength Ratings: Global Methodology, published in February 2007, Incorporation of Joint Default Analysis into Moody's Bank Ratings: A Refined Methodology, published in March 2007, and Moody's Guidelines for Rating Bank Hybrid Securities and Subordinated Debt, published in November 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Headquartered in Munich, Germany, UCB reported total assets of EUR359 billion and net income of EUR1.3 billion as of the end of June 2011.

Headquartered in Luxembourg, UCL reported total assets of EUR28.8 billion and net income of EUR221 million as of the end of December 2010, based on consolidated financial data.

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 rating has been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

Information sources used to prepare the rating 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 entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a 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.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entity or its related third parties within the three 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 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.

Swen Metzler
Asst Vice President - Analyst
Financial Institutions Group
Moody's Deutschland 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

Moody's downgrades UniCredit Bank AG to A2; outlook negative (Germany)
No Related Data.
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