Outlooks on Five Spanish Financial Groups and Three European Bank Branches Revised Following Outlook Revision on Spain

Outlooks On Five Spanish Financial Groups And Three European Bank Branches Revised Following Outlook Revision On Spain

Primary Credit Analyst: Elena Iparraguirre, Madrid (34) 91-389-6963; [email protected]

Secondary Contacts: Luigi Motti, Madrid (34) 91-788-7234; [email protected] Carlos Cobo, Madrid +34 91 788 72 32; [email protected] Fabio Mostacci, Madrid +34 91 788 72 09; [email protected] Alexander Ekbom, Stockholm (46) 8-440-5911; [email protected] Nigel Greenwood, London (44) 20-7176-7211; [email protected] Thierry Grunspan, Paris (33) 1-4420-6739; [email protected] E.Robert Hansen, CFA, New York (1) 212-438-7402; [email protected]

• On Nov. 29, 2013, Standard & Poor's revised the outlook on the long-term sovereign credit rating on Spain to stable from negative. • Spanish banks continue to rebalance their funding profiles. They are reducing their reliance on funding from the ECB and foreign sources, increasing the weight of more stable domestic retail funding in the mix, and sharply reducing the cost of domestic deposits. We expect this trend to continue, particularly in the context of stabilizing sovereign creditworthiness. • We now see a stable trend for industry risk in Spain. We continue to view the trend for economic risk as stable. • We are revising to stable from negative the outlooks on four Spanish banking groups and three branches of European banks, and to positive from stable the outlook on one institution. We are maintaining negative outlooks on six other Spanish banking groups. • In three cases, the stable outlooks reflect the diminishing likelihood of a rating downgrade as risks in the operating environment in Spain are abating. In four other cases, the stable outlook reflects our view that the sovereign's creditworthiness is stabilizing. • The positive outlook reflects the positive trends we see in the bank's

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capital and business model transformation, which could lead to an upgrade in the medium term. • Conversely, the negative outlooks reflect our view that we could lower the ratings due to bank-specific factors despite the now more stable environment.

MADRID (Standard & Poor's) Dec. 2, 2013--Standard & Poor's Ratings Services said today it has revised the outlook on five Spanish financial groups and three branches of European banks: • We revised to stable from negative the outlooks on four Spanish banking groups (and some group entities): Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) and its highly strategic U.S. subsidiaries BBVA Compass Bancshares Inc. (BBVA Compass) and Compass Bank; Caixabank, S.A. (Caixabank) and its parent Caja de Ahorros y Pensiones de Barcelona (la Caixa); Ibercaja Banco, S.A. (Ibercaja); and Cecabank, S.A. (CECA). • We also revised to stable from negative the outlooks on three branches of European banks: Barclays Bank plc (Madrid Branch), Deutsche Bank (Madrid branch), and BNP Paribas Securities Services (Madrid branch). • We revised to positive from stable the outlook on Bankinter S.A.

The outlook on the following six Spanish banking groups remains negative: Bankia, S.A. (Bankia) and its parent Banco Financiero y de Ahorros, S.A. (BFA); Banco Popular Español, S.A. (Popular); Banco de Sabadell, S.A. (Sabadell); Kutxabank, S.A. (Kutxabank); Barclays Bank, S.A. (BBSA); and NCG Banco, S.A. (NCG).

We have affirmed all ratings on the above-mentioned institutions.

We have not included Banco Santander, S.A. and its subsidiary Santander Consumer Finance S.A. as part of this review. The ratings on both entities remain on CreditWatch with positive implications, where they were placed on Nov. 22, 2013.

We have also not included in this review an assessment of the impact on any of the above-mentioned institutions of the Royal Decree-Law 14/2013, published on Nov. 30, 2013. We understand that this Royal Decree has modified, among other things, the legislation on income tax and the characteristics of certain deferred tax assets for Spanish financial institutions. We are currently undertaking a review of this recently published legislation and will determine and communicate within the next few weeks if we consider that it will likely affect our assessment of the creditworthiness of the above-mentioned Spanish financial institutions.

The outlook revision on BBVA relates directly to the outlook revision of the long-term sovereign credit rating on Spain to stable from negative, as the ratings on BBVA are limited by our current assessment of the sovereign creditworthiness. The outlook revision on BBVA led to a similar outlook revision on its highly strategic U.S. subsidiaries, BBVA Compass and Compass Bank.

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Similarly, the outlook revision of Barclays Bank plc (Madrid Branch), Deutsche Bank (Madrid branch), and BNP Paribas Securities Services (Madrid branch) is also directly related to the outlook revision of the long-term sovereign credit rating on Spain to stable from negative, in accordance with our criteria for assessing the creditworthiness of EU branches of EU banks. The rating on a branch of an EU bank based in another EU jurisdiction is the lower of the bank's ICR and a level that is four notches above our foreign currency rating on the host sovereign if that rating is 'BBB-' or higher.

The outlook revision to positive on Bankinter, and to stable on Caixabank and its parent la Caixa, Ibercaja, and CECA, reflects our view that downside risks for banks in the operating environment in Spain are diminishing.

In particular, we believe that Spanish banks have made significant progress in structurally rebalancing their funding profiles--a trend that we expect to continue in the context of the stabilizing sovereign creditworthiness. Banks' loan books have fallen sharply while domestic deposits are growing. This has resulted in an increase in the weight of stable funding sources in the banks' funding mix. We expect core domestic deposits (as we define them) to account for 57% of the domestic loan book by end-2013. Since the beginning of 2013, the cost of domestic deposits has also fallen sharply. The financial system's net external liabilities--equivalent to 14% of domestic loans as of June 2013--are well below the 24% average reported in the 2008-2011 period, as issuance in the international capital markets remains limited. Furthermore, we note that banks' net reliance on funding from the European Central Bank (ECB), while still high (€234 billion in October 2013), is trending downward, having reduced by 40% from the peak in August 2012.

These factors all support our revised view of the trend for industry risk in the Spanish banking system as stable.

We continue to view the trend for economic risk, in the context of our assessment of the financial industry, as stable. We expect the housing market correction to persist. In our view, real estate prices will fall further in 2014 and 2015 and activity will remain modest. However, following the significant provisioning efforts in 2012, we believe that Spanish banks have already recognized most of the credit losses generated by the bursting of the real estate bubble. This will allow credit provisions on aggregate to gradually decline from this year onward, despite banks having to continue allocating provisions to cope with expected asset quality deterioration in the rest of their portfolios (primarily on non-real-estate corporate exposures and residential mortgages). We believe that economic recovery will be modest and gradual, and will remain mainly export-driven in 2014. Weak trends in domestic demand will therefore continue to put pressure on the creditworthiness of private sector agents and challenge their resilience. We do not expect the financial system to start reducing its volume of problem assets until 2015.

We expect the anchor for banks operating in Spain to remain at 'bb+' in the medium term, reflecting the stable trend that we see for economic and industry risk in the Spanish banking sector. The anchor is the starting point in

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© Standard & Poor's. All rights reserved. No reprint or dissemination without Standard & Poor’s permission. See Terms of Use/Disclaimer on the last page.1222797 | 300642892 Outlooks On Five Spanish Financial Groups And Three European Bank Branches Revised Following Outlook Revision On Spain assigning a bank's issuer credit rating.

Despite our view that risks in the operating environment in Spain are easing, we maintain negative outlooks on a number of institutions. This is because we consider that there are bank-specific factors (in most cases related to the banks' ability to strengthen capital) that could negatively affect our current assessments of those banks' stand-alone credit profiles (SACPs), as detailed below.

STABLE OUTLOOKS Banco Bilbao Vizcaya Argentaria S.A. and subsidiaries The stable outlook on the long-term rating on BBVA mirrors that on Spain. This is because the long-term rating on BBVA is constrained by the long-term sovereign credit rating on Spain. The stable outlook also reflects our belief that BBVA's asset quality will continue to outperform its peers in most of the markets where it operates, and that the bank will be able to absorb the impact of still-high provisioning charges while reporting sound net operating performance.

A revision of the outlook to positive or negative would depend on a similar action on the outlook on Spain.

The stable outlook on BBVA Compass and Compass Bank reflects the outlook on their parent, BBVA. We do not currently view BBVA Compass or Compass Bank as insulated subsidiaries, therefore we do not incorporate any uplift for potential extraordinary government support and cap our ratings on them at the level of the parent's 'bbb-' group credit profile.

Caixabank S.A. and Caja de Ahorros y Pensiones de Barcelona

The stable outlook on Caixabank reflects our belief that the bank should be able to absorb the impact of still-high credit impairments while posting positive bottom line performance. This, combined with strong deleveraging and additional actions recently undertaken by the bank to enhance its solvency, should allow Caixabank to continue strengthening its capitalization in coming quarters. We also believe that Caixabank's credit quality will remain better than the system average, in line with its track record of superior asset quality performance.

We could revise the outlook to negative if asset quality deteriorates more than we expect, and if we anticipate that credit losses could potentially exceed the bank's loss-absorption capacity and significantly affect its solvency. If we believe that the quality of Caixabank's loan book is moving closer to the system average, we could also revise the outlook to negative. A revision of the outlook on the long-term rating on Spain to negative would also trigger a similar action on the outlook on Caixabank.

We consider an outlook revision to positive as unlikely in the next 12-18 months, although this could occur if we revise the outlook on the long-term

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The stable outlook on la Caixa mirrors that on Caixabank. Any rating action on Caixabank would trigger a similar action on la Caixa.

Ibercaja Banco S.A. The stable outlook on Ibercaja reflects our belief that, following the acquisition of Cajatres, Ibercaja's asset quality will continue to outperform that of its Spanish domestic peers. In addition, we consider that the bank will maintain its conservative approach to credit underwriting and acquisitions. The stable outlook also factors in our view that, over the next 18-24 months, Ibercaja will maintain relatively stable solvency levels as the impact of modest organic capital generation will be mitigated by the repayment of state aid received by Cajatres.

We could revise the outlook to negative if we anticipated that, contrary to our current expectations, Ibercaja's asset quality would likely deteriorate to converge with the system average in Spain or the bank would make further acquisitions of weaker players. We could revise the outlook to positive if the economic and operating environment in Spain improves and if Ibercaja is able to strengthen its solvency position substantially above our current expectations.

Cecabank S.A. The stable outlook on Cecabank reflects our belief that the bank has been able to maintain an adequate business position and diversify into new business lines. As a result, we believe that the bank has managed to offset weaker revenues from its historical business with former savings banks. In addition, in the context of improving funding conditions in the Spanish banking system we no longer see material pressures on the funding and liquidity position of the bank.

We could revise the outlook to negative if, contrary to our current expectations, funding becomes more market sensitive or if, despite recent successful diversification efforts, Cecabank's business prospects were to deteriorate sharply. Alternatively, a review of the outlook to positive would hinge on an improvement in the economic and operating environment in Spain.

Barclays Bank PLC (Madrid Branch), Deutsche Bank (Madrid branch), and BNP Paribas Securities Services (Madrid Branch)

The stable outlook on Barclays Bank PLC (Madrid Branch) and Deutsche Bank (Madrid branch) reflects the stable outlook on their respective parents, Barclays Bank PLC and Deutsche Bank AG, as well as the stable outlook on the long-term sovereign credit rating on Spain. The stable outlook on BNP Paribas Securities Services (Madrid Branch) reflects the stable outlook on the long-term sovereign credit rating on Spain.

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POSITIVE OUTLOOK Bankinter, S.A. The positive outlook on Bankinter reflects the possibility that we could raise the ratings on the bank if we anticipated that it would likely maintain a level of solvency such that our RAC ratio would be comfortably and sustainably above 5%, underpinned by stable earnings growth. An upgrade could also follow a continued successful transformation of the business model, increasing profitability and reducing the reliance of its business model on access to cheaper wholesale markets. We believe the positive trends Bankinter is experiencing in both its capital and business model transformation could mitigate the pressure we still see on its profile from the need to rebalance its funding profile.

However, failure to continue reducing its reliance on funding from the ECB and achieve a balanced funding structure without central bank support could trigger a revision of the outlook back to stable, particularly if we believe that progress in shifting its business profile was weakening or we perceived that Bankinter would be unlikely to sustain strengthened capital levels.

NEGATIVE OUTLOOKS Kutxabank S.A. The outlook on Kutxabank remains negative, reflecting the possibility that we could lower the ratings if, contrary to our current expectations, the bank proves unable to substantially enhance its capital position. Specifically, this could occur if the bank's organic capital generation weakens significantly compared with current levels, mainly on the back of rising credit losses, or if Kutxabank is not able to complete some of the actions it has planned to strengthen its solvency, including the disposal of noncore assets. If, as a consequence, we anticipate that Kutxabank would not be able to raise its risk-adjusted capital (RAC) ratio before diversification sustainably above 5%, we could lower the ratings.

Conversely, we could revise the outlook to stable if we anticipate that Kutxabank will successfully achieve its stated capital targets, therefore enhancing its solvency measures in line with our expectations.

Banco Popular Español S.A. The negative outlook on Popular reflects our view of the challenges that management faces in containing the ongoing deterioration of the bank's financial profile. In particular, we take into account the risk that higher loan loss provisions could weaken our capital assessment and the possibility that ongoing pressure on the bank's financial profile could weaken Popular's business position or stability. The outlook also reflects the possibility that we could lower the ratings if, contrary to our current expectations, Popular is not able to rebalance its liquidity position to an "adequate" level according to our criteria by the time the long-term refinancing operation (LTRO) expires.

We could revise the outlook to stable if the downside risks we currently see for Popular's asset quality and overall financial position abate and, in our

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NCG Banco, S.A. The negative outlook on NCG reflects our view that we could lower the ratings if the bank underperforms our capital forecasts due to lower-than-expected deleveraging or weaker-than-expected performance. In addition, we could lower the rating if, contrary to our current expectations, the bank fails to progressively reduce its reliance on ECB funding.

A review of the outlook to stable would depend on the bank being able to maintain its solvency and overall financial position through the rest of its restructuring process.

Banco de Sabadell S.A. The negative outlook on Sabadell reflects the pressures we continue to see on Sabadell's asset quality and funding and liquidity position. In our view, there are still downside risks to Sabadell's asset quality performance, taking into account the sizable stock of nonperforming assets (NPAs) accumulated throughout the downturn and the weak asset quality of its acquisitions through the crisis, particularly that of Banco CAM S.A. The negative outlook also reflects the possibility that we could lower the ratings if, contrary to our current expectations, Sabadell is unable to improve its liquidity position to an "adequate" level according to our criteria and, therefore, continues relying on short-term wholesale funding, including the ECB facilities.

We could revise the outlook to stable if the bank manages Banco CAM's stock of NPAs effectively and improves its asset quality performance so that it is more in line with the system average (as it was before acquiring Banco CAM). An outlook revision to stable would also hinge on Sabadell meeting our expectation that it will sustain a stronger level of capital both in quantitative and qualitative terms, including a RAC ratio comfortably and sustainably above 5%.

Bankia S.A. and Banco Financiero y de Ahorros S.A. The negative outlook on Bankia primarily reflects the possibility that the group may not deliver the profits or capital strengthening that we expect. For example, this could happen if the cost that parent company, Banco Financiero y de Ahorros (BFA), has to assume for compensating clients for the misselling of hybrid instruments is well above the provisions that the group has set aside for it, and if the extraordinary cost is not offset by extraordinary capital gains on divestments of noncore assets.

Our assessment of Bankia's SACP, and therefore ultimately its ratings, could also be under pressure if the ongoing restructuring suffers significant deviations or delays that lead to a meaningful loss of business and harm the bank's franchise. This is not our base-case scenario, however, and we expect this risk to diminish over time. In our view, the ongoing restructuring process is far reaching and goes beyond the branch network restructuring that

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We could revise the outlook to stable if we had greater visibility on the bank's ability to strengthen its capital and if it continues to progress well in its restructuring.

The negative outlook on BFA mirrors that on Bankia, the group's operating entity.

Barclays Bank S.A. The negative outlook on BBSA reflects our view that the bank's ongoing restructuring poses a risk for a potential deterioration in BBSA's business profile relative to domestic peers. In addition, any evidence of reduced commitment from Barclays Bank PLC toward BBSA, although unlikely in the medium term, might lead us to modify our view of the Spanish bank's strategic importance to the group, which could lead to a lowering of the long-term rating by one or more notches.

We might consider an outlook revision to stable if we believe that BBSA is making sound progress with its restructuring, relieving the pressure on its business position and delivering on its parent bank's expectations.

RELATED CRITERIA AND RESEARCH • Outlook On Spain Revised To stable From Negative On Economic Rebalancing; 'BBB-/A-3' Ratings Affirmed, Nov. 29, 2013 • Ratings Above The Sovereign--Corporate And Government Ratings: Methodology And Assumptions, Nov. 19, 2013 • Group Rating Methodology, Nov. 19, 2013 • Banking Industry Country Risk Assessment Update: November, Nov. 7, 2013 • Criteria: Assessing Bank Branch Creditworthiness, Oct. 14, 2013 • Quantitative Metrics For Rating Banks Globally: Methodology And Assumptions, July 17, 2013 • Banking Industry Country Risk Assessment: Spain, March 14, 2013 • General Criteria: Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings, Oct. 1, 2012 • Revised Market Risk Charges For Banks In Our Risk-Adjusted Capital Framework, June 22, 2012 • Banks: Rating Methodology And Assumptions, Nov. 9, 2011 • Banking Industry Country Risk Assessment Methodology And Assumptions, Nov. 9, 2011 • Bank Hybrid Capital Methodology And Assumptions, Nov. 1, 2011 • Bank Capital Methodology And Assumptions, Dec. 6, 2010 • Use Of CreditWatch And Outlooks, Sept. 14, 2009

BICRA SCORE SNAPSHOT* Spain To From

BICRA Group 6 6

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Economic risk 7 7 Economic resilience Intermediate risk Intermediate risk Economic imbalances Very High risk Very High risk Credit risk in the economy High risk High risk

Industry risk 5 5 Institutional framework Intermediate risk Intermediate risk Competitive dynamics Intermediate risk Intermediate risk Systemwide funding High risk High risk

Trends Economic risk trend Stable Stable Industry risk trend Stable Negative

*Banking Industry Country Risk Assessment (BICRA) economic risk and industry risk scores are on a scale from 1 (lowest risk) to 10 (highest risk). For more details on our BICRA scores on banking industries across the globe, please see "Banking Industry Country Risk Assessment Update," published monthly on RatingsDirect.

RATINGS LIST

Ratings Affirmed; Outlook Revised To Stable

To From Banco Bilbao Vizcaya Argentaria S.A. Counterparty Credit Rating BBB-/Stable/A-3 BBB-/Negative/A-3

BBVA Compass Bancshares, Inc. Counterparty Credit Rating BBB-/Stable/A-3 BBB-/Negative/A-3

Compass Bank Counterparty Credit Rating BBB-/Stable/A-3 BBB-/Negative/A-3

CaixaBank S.A. Counterparty Credit Rating BBB-/Stable/A-3 BBB-/Negative/A-3

Caja de Ahorros y Pensiones de Barcelona Counterparty Credit Rating BB/Stable/B BB/Negative/B

Cecabank S.A. Counterparty Credit Rating BB+/Stable/B BB+/Negative/B

Ibercaja Banco S.A. Counterparty Credit Rating BB/Stable/B BB/Negative/B

Deutsche Bank AG (Madrid Branch) Counterparty Credit Rating A/Stable/A-1 A/Negative/A-1

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Barclays Bank plc (Madrid Branch) Counterparty Credit Rating A/Stable/A-1 A/Negative/A-1

BNP Paribas Securities Services (Madrid Branch) Counterparty Credit Rating A/Stable/A-1 A/Negative/A-1

Ratings Affirmed; Outlook Revised To Positive

Bankinter S.A. Counterparty Credit Rating BB/Positive/B BB/Stable/B

Ratings Affirmed; Outlook Remains Negative Bankia S.A. Counterparty Credit Rating BB-/Negative/B

Banco Financiero y de Ahorros S.A. Counterparty Credit Rating B-/Negative/C

Banco Popular Espanol S.A. Counterparty Credit Rating BB-/Negative/B

Banco de Sabadell S.A. Counterparty Credit Rating BB/Negative/B

Barclays Bank S.A. Counterparty Credit Rating BBB-/Negative/A-3

Kutxabank S.A. Counterparty Credit Rating BBB-/Negative/A-3

NCG Banco, S.A. Counterparty Credit Rating BB-/Negative/B

NB: This list does not include all ratings affected.

Additional Contact: Financial Institutions Ratings Europe; [email protected]

Complete ratings information is available to subscribers of RatingsDirect at www.globalcreditportal.com and at spcapitaliq.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column. Alternatively, call one of the following Standard & Poor's numbers: Client Support Europe (44) 20-7176-7176; London Press Office (44) 20-7176-3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm (46) 8-440-5914; or Moscow 7 (495) 783-4009.

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