Fitch Revises Commerzbank's Outlook to Negative; Affirms IDR at 'BBB+'

07 Oct 2019   Rating Changed Outlook to Negative

Fitch Revises Commerzbank's Outlook to Negative;
Affirms IDR at 'BBB+'
Fitch Ratings-Frankfurt am Main-07 October 2019:

Fitch Ratings has revised the outlook on Commerzbank AG's (CBK) Long-Term Issuer Default Rating
(IDR) to Negative from Stable and affirmed the IDR at 'BBB+'. We have affirmed the bank's Viability
Rating (VR) at 'bbb+', its Short-Term IDR at 'F1' and its Long-Term Deposit Rating at 'A-'.

Key Rating Drivers

IDRS, VR AND SENIOR NON-PREFERRED UNSECURED DEBT RATING

CBK's IDRs and VR are supported by CBK's sound asset quality, low risk appetite, adequate
capitalisation, and strong funding and liquidity, which are rating strengths and mitigate the bank's
weak profitability. Earnings have come under increasing pressure in the low-interest-rate
environment and, under the bank's new strategic plan, CBK expects to generate a return on
tangible equity of just 2% to 4% until 2022, only rising above 4% after that date. This return is well
short of its cost of capital and is one of the lowest targets among European banks.

The Negative Outlook reflects Fitch's view that the bank's asset quality, capitalisation, and funding
and liquidity profile have the capacity to support the bank's ratings through its lengthy
restructuring period of weak profitability. It also reflects a limited margin of safety, given
management's record of variable strategic execution and headwinds from a highly competitive
banking sector in Germany and a turning credit cycle. CBK faces substantial challenges in
improving its profitability. In addition, Fitch believes that the sale of its Polish subsidiary mBank
S.A. - necessary to fund anticipated restructuring costs and IT investment - could become more
complex following the recent ruling from the European Court of Justice on foreign-currency (mainly
Swiss franc) mortgages.

CBK's strategic plan includes EUR1.6 billion costs, of which EUR850 million will be for restructuring
to achieve the targeted 20% reduction in the number of branches and the planned further staff
cutbacks. CBK will invest about EUR750 million into its IT and technological platform. CBK also
plans to sell its 69.3% share in mBank to generate the necessary financial resources and
deleverage risk-weighted assets (RWAs).

The bank's revised earnings targets highlight the persistent pressure on its business model.
Following the sale of mBank, CBK's retail banking franchise will be concentrated in Germany,
where margins are low and competition intense, and the bank will have to achieve growth in its
corporate clients segment, where competition is equally stiff, to reach its profitability targets.

CBK has confirmed its target capitalisation at a common equity Tier 1 (CET1) ratio of 12% - 13%,
which supports its ratings. The ratio is broadly in line with peers and offers a reasonable buffer
over its 2019 regulatory requirement. The sale of mBank would result in a sizeable reduction in
RWAs, which could support domestic loan growth. However, CBK will have to absorb the impact
from higher RWAs due to the final Basel III rules and to the ECB's TRIM review.

The bank's sound asset quality is a rating strength and the bank's end-2018 gross impaired loans
ratio of 1.1% compares well with peers. Fitch believes that CBK's risk profile benefits from its focus
on German corporate and retail clients, and from moderate exposure to traded market risk.

Liquidity is sound and funding is balanced and stable with a solid core deposit profile. The bank
benefits from its established domestic franchise that allows stable access to a broad, diversified
and granular deposit base of retail deposits. CBK also sources deposits from institutional clients.
Its loans-to-customer deposits ratio was 88% end-1H19. Funding and liquidity is a rating strength,
and CBK's funding and liquidity score of 'a' drives its Short-Term IDR, which is the higher of the two
Short-Term ratings that correspond to a 'BBB+' Long-Term IDR.

CBK's senior non-preferred debt is rated in line with the bank's Long-Term IDR. The short-term
rating of Commerzbank US Finance Inc's commercial paper programme is equalised with CBK's
short-term rating and reflect CBK's guarantee for the programme.

DEPOSIT COUNTERPARTY RATING, DEPOSIT AND SENIOR PREFERRED DEBT RATINGS

CBK's Deposit Counterparty Rating (DCR), Long-Term Deposit Rating and long-term senior
preferred debt rating reflect our view that the bank has sufficient buffers of qualifying junior and
senior non-preferred debt that could be used to recapitalise it, restore its viability and prevent
default on preferred creditors and counterparties upon resolution.

Consequently, the DCR, Long-Term Deposit Rating and long-term senior preferred debt rating are
rated one notch above the Long-Term IDR. In addition, two rated notes (ISIN XS0590249222 and
DE000CZ426G2) contain embedded derivatives that make them rank senior preferred under the
revised German resolution regime.

CBK's Short-Term Deposit Rating and short-term senior preferred debt rating are the higher of the
two options corresponding to the 'A-' Long-Term Deposit Rating and long-term senior preferred

debt rating because of Fitch's assessment of CBK's funding and liquidity.

SUPPORT RATING AND SUPPORT RATING FLOOR

CBK's Support Rating (SR) and Support Rating Floor (SRF) reflect our view that due to the EU's Bank
Recovery and Resolution Directive (BRRD), senior creditors can no longer rely on full extraordinary
support from the sovereign if the bank becomes non-viable.

TIER 2 SUBORDINATED AND HYBRID NOTES

The Tier 2 notes issued by CBK and Dresdner Funding Trust IV are rated one notch below the VR to
reflect their higher loss severity relative to senior debt.

HT1 Funding GmbH's non-CRR compliant Tier 1 notes, which have a distributable profit trigger, are
rated four notches below the VR (twice each for loss severity and for non-performance risk).
Dresdner Funding Trust I's securities, which have a regulatory capital ratio trigger, are rated three
notches below the VR (twice for loss severity and once for non-performance risk). Dresdner
Funding Trust I has always paid its coupons whereas CBK's HT1 Funding notes with a distributable
profit trigger have not, which is reflected in the one-notch difference.

RATING SENSITIVITIES

IDRS, VR AND SENIOR NON-PREFERRED UNSECURED DEBT

CBK's Negative Outlook reflects Fitch's view that the bank faces material execution risk in its bid to
strengthen its business model at a time when the outlook for the German economy is weakening
substantially.

CBK's capitalisation provides the bank with a buffer, and the IDRs and VR would be downgraded if
its CET1 ratio drops to below the bank's 12% minimum target. The ratings would also be
downgraded if the bank's strong funding and liquidity deteriorates, which could be indicated by an
outflow of wholesale deposits or a weakening of its liquidity ratios, both of which Fitch does not
expect.

Fitch expects CBK's asset quality, which is a rating strength, to deteriorate moderately due to the
worsening German economy. CBK's moderate risk appetite and its underwriting standards should
protect the bank from a sharp increase in impaired loans. However, underwriting standards have
yet to be tested in a downturn and any signs of a sharp deterioration of asset-quality indicators
would result in a downgrade. Similarly, a material increase in loan impairment charges that puts
sufficient pressure on earnings to jeopardise the bank's already modest profit expectations would

result in a downgrade. Ratings would come under pressure if, as a result of the recent court ruling,
losses related to mBank's foreign-currency mortgage loans weaken CBK's capitalisation or make a
sale of the subsidiary more difficult.

Downward pressure on the ratings would also arise from insufficient progress in implementing the
bank's strategic plan, especially if this translates into insufficient revenue generation, inflated
restructuring costs or a permanent weakening of the bank's franchise as this would indicate a
weakened business model.

The Outlook would be revised back to Stable if the bank makes clear progress in strengthening its
business model. Indications for this include marked progress in its cost-reduction programme, a
strengthening of its revenue generation, which could be caused by successful repricing of banking
services, and the integration of its direct banking subsidiary Comdirect following the acquisition of
outstanding shares. An upgrade of the ratings is unlikely and would require a marked
improvement in operating profitability, which Fitch does not expect in the medium term.

The rating of Commerzbank US Finance's CP programme is subject to the same sensitivities as
CBK's Short-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and an upward revision of the SRF would require a higher propensity of
sovereign support. While not impossible, this is highly unlikely in Fitch's view.

DCR, DEPOSIT AND SENIOR PREFERRED RATINGS

The DCR, Deposit Ratings and senior preferred debt ratings are primarily sensitive to changes in
CBK's IDRs. They are also sensitive to the development of the junior and senior non-preferred debt
buffers relative to the recapitalisation amount likely to be needed to restore the bank's viability
and prevent default on preferred creditors and counterparties.

Furthermore, the DCR, Deposit Ratings and senior preferred debt ratings are sensitive to Fitch's
assumptions regarding the individual point of non-viability at which the regulator is likely to
require a recapitalisation by way of bail-in of junior and standard senior instruments.

TIER 2 SUBORDINATED AND HYBRID NOTES

The ratings of the Tier 2 and hybrid notes are sensitive to changes in CBK's VR or in our
assessment of the notes' loss severity or relative non-performance risk.

Public Ratings with Credit Linkage to other ratings

The ratings of Commerzbank US Finance, Dresdner Funding Trust IV, Dresdner Funding Trust I and
HT1 Funding GmbH are linked to CBK's ratings.

ESG Considerations

Unless otherwise stated the highest level of ESG credit relevance is a score of '3'. ESG issues are
credit-neutral or have only a minimal credit impact on the entity, either due to their nature or to
the way in which they are being managed by the entity.

For more information on our ESG Relevance Scores, visit www.fitchratings.com/esg

Commerzbank AG; Long Term Issuer Default Rating; Affirmed; BBB+; RO:Neg
; Short Term Issuer Default Rating; Affirmed; F1
; Viability Rating; Affirmed; bbb+
; Support Rating; Affirmed; 5
; Support Rating Floor; Affirmed; NF
; Derivative Counterparty Rating; Affirmed; A-(dcr)
----senior unsecured; Long Term Rating; Affirmed; BBB+
----subordinated; Long Term Rating; Affirmed; BBB
----long-term deposits; Long Term Rating; Affirmed; A-
----Senior non-preferred; Long Term Rating; Affirmed; BBB+
----Senior preferred; Long Term Rating; Affirmed; A-
----short-term deposits; Short Term Rating; Affirmed; F1
----Senior preferred; Short Term Rating; Affirmed; F1
Commerzbank US Finance Inc
----senior unsecured; Short Term Rating; Affirmed; F1
Dresdner Funding Trust I (Commerzbank)
----preferred; Long Term Rating; Affirmed; BB+
Dresdner Funding Trust IV (Commerzbank)
----subordinated; Long Term Rating; Affirmed; BBB
HT1 Funding GmbH (Commerzbank)
----subordinated; Long Term Rating; Affirmed; BB

Contacts:
Primary Rating Analyst
Roger Schneider,
Director
+49 69 768076 242
Fitch Deutschland GmbH
Neue Mainzer Strasse 46 - 50
Frankfurt am Main D-60311

Secondary Rating Analyst
Caroline Lehmann,
Associate Director
+49 69 768076 176

Committee Chairperson
Redmond Ramsdale,
Senior Director
+44 20 3530 1836

Media Relations: Louisa Williams, London, Tel: +44 20 3530 2452, Email:
louisa.williams@thefitchgroup.com

Additional information is available on www.fitchratings.com

Applicable Criteria
Bank Rating Criteria (pub. 12 Oct 2018)
Short-Term Ratings Criteria (pub. 02 May 2019)

Additional Disclosures
Dodd-Frank Rating Information Disclosure Form
Solicitation Status
Endorsement Policy

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE
READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND

METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT,
CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER
RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT
SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT
HTTPS://WWW.FITCHRATINGS.COM/SITE/REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER
PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS
SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY
CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright © 2019 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street,
NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or
retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing
and maintaining its ratings and in making other reports (including forecast information), Fitch
relies on factual information it receives from issuers and underwriters and from other sources
Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information
relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of
that information from independent sources, to the extent such sources are available for a given
security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the
third-party verification it obtains will vary depending on the nature of the rated security and its
issuer, the requirements and practices in the jurisdiction in which the rated security is offered and
sold and/or the issuer is located, the availability and nature of relevant public information, access
to the management of the issuer and its advisers, the availability of pre-existing third-party
verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports,
engineering reports, legal opinions and other reports provided by third parties, the availability of
independent and competent third- party verification sources with respect to the particular security
or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings
and reports should understand that neither an enhanced factual investigation nor any third-party
verification can ensure that all of the information Fitch relies on in connection with a rating or a
report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the
accuracy of the information they provide to Fitch and to the market in offering documents and
other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including
independent auditors with respect to financial statements and attorneys with respect to legal and
tax matters. Further, ratings and forecasts of financial and other information are inherently
forward-looking and embody assumptions and predictions about future events that by their
nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and
forecasts can be affected by future events or conditions that were not anticipated at the time a
rating or forecast was issued or affirmed.
The information in this report is provided "as is" without any representation or warranty of any

kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of
the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness
of a security. This opinion and reports made by Fitch are based on established criteria and
methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports
are the collective work product of Fitch and no individual, or group of individuals, is solely
responsible for a rating or a report. The rating does not address the risk of loss due to risks other
than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale
of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report
were involved in, but are not solely responsible for, the opinions stated therein. The individuals are
named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a
substitute for the information assembled, verified and presented to investors by the issuer and its
agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any
time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any
sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment
on the adequacy of market price, the suitability of any security for a particular investor, or the
tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees
from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees
generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In
certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or
guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to
vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment,
publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its
name as an expert in connection with any registration statement filed under the United States
securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the
securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing
and distribution, Fitch research may be available to electronic subscribers up to three days earlier
than to print subscribers.
For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an
Australian financial services license (AFS license no. 337123) which authorizes it to provide credit
ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to
be used by persons who are retail clients within the meaning of the Corporations Act 2001
Fitch Ratings, Inc. is registered with the U.S. Securities and Exchange Commission as a Nationally
Recognized Statistical Rating Organization (the "NRSRO"). While certain of the NRSRO's credit
rating subsidiaries are listed on Item 3 of Form NRSRO and as such are authorized to issue credit
ratings on behalf of the NRSRO (see https://www.fitchratings.com/site/regulatory), other credit
rating subsidiaries are not listed on Form NRSRO (the "non-NRSROs") and therefore credit ratings
issued by those subsidiaries are not issued on behalf of the NRSRO. However, non-NRSRO
personnel may participate in determining credit ratings issued by or on behalf of the NRSRO.

ENDORSEMENT POLICY - Fitch's approach to ratings endorsement so that ratings produced
outside the EU may be used by regulated entities within the EU for regulatory purposes, pursuant
to the terms of the EU Regulation with respect to credit rating agencies, can be found on the EU
Regulatory Disclosures page. The endorsement status of all International ratings is provided within
the entity summary page for each rated entity and in the transaction detail pages for all structured
finance transactions on the Fitch website. These disclosures are updated on a daily basis.