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<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish<br />

Mortgage Covered Bonds<br />

Primary Credit Analyst:<br />

Ana Galdo, Madrid (34) 91-389-6947; ana_galdo@standardandpoors.com<br />

Secondary Contact:<br />

Alvaro Astarloa, Madrid (34) 91-389-6964; alvaro_astarloa@standardandpoors.com<br />

OVERVIEW<br />

• We have assigned 'AA+/Negative' ratings to <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> mortgage<br />

covered bonds.<br />

• Our ratings on <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> covered bonds incorporate the maximum<br />

possible uplift under our covered bond criteria, capped by the sovereign<br />

rating on Spain in line with our June 2011 criteria. The ratings on the<br />

covered bonds are on negative outlook, to reflect the negative outlook of<br />

the sovereign rating on Spain.<br />

MADRID (<strong>Standard</strong> & <strong>Poor's</strong>) June 29, 2012--<strong>Standard</strong> & <strong>Poor's</strong> <strong>Ratings</strong> Services<br />

today assigned its 'AA+' long-term credit rating to <strong>Deutsche</strong> <strong>Bank</strong>, S.A.E.'s<br />

mortgage covered bonds ("cédulas hipotecarias"). The ratings on the covered<br />

bonds are on negative outlook (see list below).<br />

<strong>Deutsche</strong> <strong>Bank</strong> SAE is one of the leading international banks with a presence in<br />

the Spanish market. It offers financial services through two business areas:<br />

Private Clients & Asset Management (PCAM), and Corporate & Investment <strong>Bank</strong>ing.<br />

With approximately 2,700 employees, it provides service to over 600,000<br />

customers through 253 offices in 17 Spanish regions.<br />

These covered bonds are senior secured debt issued by <strong>Deutsche</strong> <strong>Bank</strong> SAE.<br />

According to our criteria, we view the covered bond ratings as issue ratings<br />

that are linked to that on the issuer (see "Revised Methodology And<br />

Assumptions For Assessing Asset-Liability Mismatch Risk In Covered Bonds,"<br />

published on Dec. 16, 2009).<br />

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<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

RATINGS ASSIGNED TO DEUTSCHE BANK SAE'S MORTGAGE COVERED BONDS<br />

The mortgage covered bonds that we have rated today, which have been issued by<br />

<strong>Deutsche</strong> <strong>Bank</strong> SAE, are "cédulas hipotecarias".<br />

In assigning today's ratings, we have applied our 2009 covered bond criteria<br />

(see "Revised Methodology And Assumptions For Assessing Asset-Liability<br />

Mismatch Risk In Covered Bonds," published on Dec. 16, 2009).<br />

Under our criteria for rating covered bonds, we evaluate the maximum potential<br />

rating on a covered bond program as the bank's obligor's creditworthiness plus<br />

the maximum number of notches of ratings uplift. The maximum number of notches<br />

of uplift results from our assessment and classification of the program's<br />

asset-liability mismatch (ALMM) risk and the program categorization.<br />

When determining the program categorization, we consider primarily our view of<br />

the jurisdiction of a program and its ability to access external financing or<br />

monetize the cover pool. Finally, we assign the covered bonds to one of three<br />

distinct categories. Under our criteria, to achieve the maximum potential<br />

number of notches of uplift, the available credit enhancement needs to be<br />

commensurate with the target credit enhancement.<br />

Following our analysis, and given our view of the Spanish legal framework, we<br />

have categorized <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> mortgage covered bonds in category "1"<br />

and determined a "low" ALMM classification.<br />

Based on our criteria and the application of our credit and cash flow stresses<br />

using the latest information we received from the issuer, we have assessed<br />

that the overcollateralization available to support <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong><br />

cédulas hipotecarias can sustain the maximum potential uplift above the<br />

long-term obligor's creditworthiness on <strong>Deutsche</strong> <strong>Bank</strong> SAE.<br />

Therefore, we have assigned our 'AA+' long-term rating to <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong><br />

mortgage covered bond program and all related series, which reflects this<br />

maximum ratings uplift capped by the sovereign rating on Spain, in line with<br />

our "Nonsovereign <strong>Ratings</strong> That Exceed EMU Sovereign <strong>Ratings</strong>: Methodology And<br />

Assumptions," published on June 14, 2011.<br />

At the same time, we have placed on negative outlook the assigned 'AA+'<br />

ratings on these covered bonds. The negative outlook reflects the outlook for<br />

the rating on the Kingdom of Spain (BBB+/Negative/A-2).<br />

Our ratings on <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> mortgage covered bonds follow our analysis<br />

of the issuer's asset and cash flow information as of March 31, 2012.<br />

We have analyzed the credit risk in stressed scenarios using structured<br />

finance techniques--i.e., foreclosure frequency and loss severity<br />

assumptions--which we typically apply for Spanish mortgage assets (see "<br />

Methodology And Assumptions: Update <strong>To</strong> The Criteria For Rating Spanish<br />

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Residential Mortgage-Backed Securities," published on Jan. 6, 2009).<br />

As per our "Revised Methodology And Assumptions For Assessing Asset-Liability<br />

Mismatch Risk In Covered Bonds," published on Dec. 16, 2009, we evaluate cash<br />

flows generated by the cover pool, and the cash flow required to service<br />

outstanding covered bonds under severe economic conditions. This evaluation<br />

aims to determine whether the assets in the cover pool are sufficient to meet<br />

the payments on the covered bonds in a timely manner.<br />

Our cash flow analysis assesses the cover pool's performance by considering:<br />

• Credit risk (as described in the paragraphs below);<br />

• Interest rate and currency risk;<br />

• ALMM risk resulting from cash flow mismatches between assets and<br />

liabilities in terms of maturity, and from market value mismatches if the<br />

program has to liquidate assets;<br />

• Prepayment risk and servicing costs; and<br />

• An appropriate stress-testing of these risks, using our cash flow model<br />

(Imake).<br />

We assess the cover pool's credit risk as per our "Criteria for Rating Spanish<br />

Residential Mortgage-Backed Securities," published on March 1, 2002, "<br />

Methodology And Assumptions: Update <strong>To</strong> The Criteria For Rating Spanish<br />

Residential Mortgage-Backed Securities," published on Jan. 6, 2009, "Principles<br />

Of Credit <strong>Ratings</strong>," published on Feb. 16, 2011, and "Expanding European<br />

Covered Bond Universe Puts Spotlight on Key Analytics," published on July 16,<br />

2004.<br />

In our modeling, we use cash flow assumptions as per our general cash flow<br />

criteria ("Cash Flow Criteria for European RMBS Transactions," published on<br />

Nov. 20, 2003, and "Methodology And Assumptions: Update <strong>To</strong> The Cash Flow<br />

Criteria For European RMBS Transactions," published on Jan. 6, 2009), because<br />

we consider these to be appropriate to apply to covered bonds, due to the<br />

similar cash flow risk nature of residential mortgage-backed securities (RMBS)<br />

and covered bonds.<br />

The ratings on the covered bonds reflect our expectation of timely interest<br />

payment and ultimate principal repayment by the final maturity date of the<br />

covered bonds.<br />

As of March 31, 2012, the key characteristics of the combined residential<br />

mortgage books of the three entities were:<br />

KEY CHARACTERISTICS<br />

<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

Classification of ALMM Low<br />

Program categorization 1<br />

Maximum potential rating AA+<br />

Current available credit enhancement (%) 51.98<br />

Target credit enhancement commensurate with<br />

the highest credit rating (%) 48.71<br />

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Note that we calculate the current credit enhancement as (assets /liabilities.<br />

ALMM--Asset-liability mismatch.<br />

LIABILITIES MATURITY PROFILE<br />

Year Percentage of covered<br />

bonds outstanding (%)<br />

2015 20.00<br />

2017 20.00<br />

2019 20.00<br />

2022 20.00<br />

2024 20.00<br />

TOTAL 100.00<br />

<strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> covered bonds' weighted-average life is 7.42 years, with<br />

an even maturity concentration taking place in 2015, 2017, 2019, 2022, and<br />

2024.<br />

MORTGAGE BOOK CHARACTERISTICS<br />

Residential General Mortgage Loan Book<br />

Principal balance (EUR) 7,552,432,779<br />

<strong>To</strong>tal number of loans 66,916<br />

Average loan size (EUR) 112,864<br />

Weighted-average LTV ratio (%) 52.50<br />

Weighted-average seasoning (months) 53.12<br />

Weighted-average term to maturity (months) 269<br />

Floating-rate loans (%) 99.96<br />

Interest-only loans (%) 0.00<br />

LTV--Loan-to-value.<br />

Nonresidential General Mortgage Loan Book<br />

Principal balance (EUR) 832,089,542<br />

<strong>To</strong>tal number of loans 2,947<br />

Average loan size (EUR) 282,351<br />

Weighted-average LTV ratio (%) 53.96<br />

Weighted-average seasoning (months) 38.33<br />

Weighted-average term to maturity (months) 141<br />

Floating-rate loans (%) 96.81<br />

Interest-only loans (%) 13.23<br />

LTV--Loan-to-value.<br />

Residential Legacy* Mortgage Loan Book<br />

<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

Principal balance (EUR) 733,323,427<br />

<strong>To</strong>tal number of loans 7,235<br />

Average loan size (EUR) 101,358<br />

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Weighted-average LTV ratio (%) 76.18<br />

Weighted-average seasoning (months) 69.15<br />

Weighted-average term to maturity (months) 317<br />

Floating-rate loans (%) 100.00<br />

Interest-only loans (%) 0.00<br />

LTV--Loan-to-value.<br />

*The legacy pool comprises loans which were originated by DB Credit before<br />

2008, when this origination channel was shut. DB Credit was an entity<br />

100%-owned by <strong>Deutsche</strong> <strong>Bank</strong> SAE, which merged with <strong>Deutsche</strong> <strong>Bank</strong> SAE in 2009.<br />

Nonresidential Legacy Mortgage Loan Book<br />

Principal balance (EUR) 1,225,710<br />

<strong>To</strong>tal number of loans 20<br />

Average loan size (EUR) 61,285<br />

Weighted-average LTV ratio (%) 42.17<br />

Weighted-average seasoning (months) 82.34<br />

Weighted-average term to maturity (months) 163<br />

Floating-rate loans (%) 100.00<br />

Interest-only loans (%) 0.00<br />

LTV--Loan-to-value.<br />

TOTAL MORTGAGE LOAN BOOK GEOGRAPHIC DISTRIBUTION (%)<br />

Andalucia 13.68<br />

Aragon 1.46<br />

Asturias 0.82<br />

Balearic Islands 1.77<br />

Basque Country 1.96<br />

Canary Islands 2.15<br />

Cantabria 0.32<br />

Castilla-La Mancha 2.93<br />

Castilla-Leon 2.53<br />

Catalonia 29.10<br />

Extremadura 0.80<br />

Galicia 2.05<br />

La Rioja 0.14<br />

Madrid 26.04<br />

Murcia 1.21<br />

Navarra 0.37<br />

Valencia 8.88<br />

Others 3.79<br />

<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

Catalonia and Madrid are the regions with the highest concentration (29.10%<br />

and 26.04%, respectively) as the bank's strategy is to be present in big<br />

cities where there is a concentration of affluent clients, like Madrid and<br />

Barcelona.<br />

We assessed the likelihood that the borrowers would default on their mortgage<br />

payments (the foreclosure frequency), and the amount of loss on the subsequent<br />

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sale of the property (the loss severity, expressed as a percentage of the<br />

outstanding loan). We determined the total mortgage balance that we assume<br />

will default, and the total amount of this defaulted balance that is not<br />

recovered for the entire residential book, by calculating the weighted-average<br />

foreclosure frequency (WAFF) and the weighted-average loss severity (WALS).<br />

The product of the WAFF and WALS is the net loss that we assume may affect the<br />

portfolio in a 'AAA' scenario. At the 'AAA' level, the WAFF and WALS results<br />

were:<br />

WAFF (%) 30.22<br />

WALS (%) 29.50<br />

Assumed net credit loss (WAFF x WALS) (%) 8.91<br />

Our assessment indicated that this combination of factors, along with the<br />

appraisal of other risk factors, is commensurate with a 'AA+' rating on<br />

<strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> cédulas hipotecarias.<br />

The negative outlook on the covered bond rating reflects the negative outlook<br />

for the sovereign rating.<br />

RELATED CRITERIA AND RESEARCH<br />

<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

• Covered Bond <strong>Ratings</strong> Framework: Methodology And Assumptions, June 26,<br />

2012<br />

• Counterparty Risk Framework Methodology And Assumptions, May 31, 2012<br />

• Covered Bonds Counterparty And Supporting Obligations Methodology And<br />

Assumptions, May 31, 2012<br />

• Assessing Asset-Liability Mismatch Risk In Covered Bonds: Revised<br />

Methodology And Assumptions For Target Asset Spreads, April 24, 2012<br />

• European Structured Finance Scenario And Sensitivity Analysis: The<br />

Effects Of The <strong>To</strong>p Five Macroeconomic Factors, March 14, 2012<br />

• Global Structured Finance Scenario And Sensitivity Analysis: The Effects<br />

Of The <strong>To</strong>p Five Macroeconomic Factors, Nov. 4, 2011<br />

• Nonsovereign <strong>Ratings</strong> That Exceed EMU Sovereign <strong>Ratings</strong>: Methodology And<br />

Assumptions, June 14, 2011<br />

• Principles Of Credit <strong>Ratings</strong>, Feb. 16, 2011<br />

• Methodology: Credit Stability Criteria, May 3, 2010<br />

• Revised Methodology And Assumptions For Assessing Asset-Liability<br />

Mismatch Risk In Covered Bonds, Dec. 16, 2009<br />

• Use Of CreditWatch And Outlooks, Sept. 14, 2009<br />

• Methodology And Assumptions: Update <strong>To</strong> The Cash Flow Criteria For<br />

European RMBS Transactions, Jan. 6, 2009<br />

• Methodology And Assumptions: Update <strong>To</strong> The Criteria For Rating Spanish<br />

Residential Mortgage-Backed Securities, Jan. 6, 2009<br />

• European Legal Criteria For Structured Finance Transactions, Aug. 28,<br />

2008<br />

• A Listing Of S&P's New Actions Aimed At Strengthening The <strong>Ratings</strong> Process,<br />

Feb. 7, 2008<br />

• Expanding European Covered Bond Universe Puts Spotlight on Key Analytics,<br />

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July 16, 2004<br />

• Cash Flow Criteria for European RMBS Transactions, Nov. 20, 2003<br />

• Criteria for Rating Spanish Residential Mortgage-Backed Securities, March<br />

1, 2002<br />

RATINGS LIST<br />

Program/<br />

Country: Covered bond type<br />

RATINGS ASSIGNED; OUTLOOK NEGATIVE<br />

Rating<br />

<strong>Deutsche</strong> <strong>Bank</strong>, S.A.E. AA+/Negative<br />

Spain: Mortgage Covered Bonds ("Cédulas Hipotecarias")<br />

Additional Contact:<br />

Structured Finance Europe; StructuredFinanceEurope@standardandpoors.com<br />

<strong>Ratings</strong> <strong>Assigned</strong> <strong>To</strong> <strong>Deutsche</strong> <strong>Bank</strong> <strong>SAE's</strong> Spanish Mortgage Covered Bonds<br />

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