Frankfurt am Main, November 15, 2012 -- Moody's Investors Service has today downgraded to Ba2 from Ba1 the Corporate Family rating of Italcementi S.p.A. The Corporate Family rating of Ciments Francais SA was left unchanged at Ba1, reflecting the stronger credit profile of this entity. Concurrently Moody's has downgraded the EUR750 million senior unsecured guaranteed bond issued by Italcementi Finance S.A. to Ba2 and left unchanged the legacy EUR500 million senior unsecured bond issued by Ciments Francais SA at Ba1. The outlook on all ratings is negative.

A full list of affected ratings is provided towards the end of this press release.

RATINGS RATIONALE

The downgrade was prompted by continued weak operating performance and cash flow generation of the Italcementi group. Revenues declined by 5.7% and recurring EBITDA by 11.7% on a like-for-like basis year-to-date September 2012 mainly as a result of volume pressures (Italcementi Group's cement & clinker volumes were down 7.3% like-for-like year-to-date). The deterioration in operating performance was mainly concentrated on Western Europe, Egypt and Morocco. Italcementi posted stronger results in Italy mainly supported by continued stronger pricing y-o-y notwithstanding that prices softened somewhat in Q3. Volumes in Italy were very weak with a 25% decline in cement & clinker during the first nine months of the year, which will make it challenging to maintain the positive price dynamic.

As a result, Italcementi's credit metrics as measured by RCF/net debt per last twelve months June 2012 deteriorated to 11.4% from 13.4% at fiscal year-end 2011. Moody's expects RCF/Net debt to range between 12% and 13% at fiscal year-end 2012 as a result of seasonal working capital inflows in Q4 and a very favorable price basis in Egypt in October and November. Moody's does not anticipate any short term recovery in credit metrics to levels commensurate for the Ba1 rating category, namely RCF/Net debt above 15% and Debt/EBITDA below 4.0x (stood at 5.1x on an LTM June 2012 basis), which largely explains today's downgrade to Ba2.

Moody's remains also somewhat concerned by Italcementi's current earnings concentration on three main markets: France (38% of year-to-date (YTD) group EBITDA), Egypt (19% of YTD EBITDA) and Morocco (21% of YTD EBITDA). These were markets where we have seen volume pressures during the course of the first nine months of 2012.

The short term outlook will remain challenging in our view especially for Italcementi's key markets, France, Egypt and Morocco. We also expect market conditions to remain challenging in Italy, which could put the positive price trend we have seen over the last few quarters at risk. Trading performance should remain stronger in Asia and in the US notwithstanding that comparatives will become more challenging in the US during 2013. On a more positive note, cost inflation has abated somewhat recently reducing the margin pressure faced by the entire industry.

In this context we expect that it will be challenging for Italcementi to improve its credit profile over the next twelve months despite the group's efforts to slash costs and adjust investment levels to depressed market conditions. We see risks that metrics might deteriorate modestly in 2013 leading to further negative pressure hence the negative outlook assigned to the ratings.

The alignment of the instrument rating on the EUR750 million senior unsecured guaranteed notes issued by Italcementi Finance SA with the corporate family rating of Italcementi S.p.A reflects the partial on lending of the bond proceeds to Ciments Francais through an-intra group loan, which gives Italcementi Finance a pari passu claim with external creditors of Ciments Francais on approximately EUR540 million of the bond proceeds. The alignment also reflects the group's strategy to centralize the financing of the group at Italcementi SpA level over time.

The Corporate Family rating of Ciments Francais and the instrument rating on the EUR500 million senior unsecured notes issued by this entity reflects the stronger credit profile of Ciments Francais on a standalone basis and the higher recovery prospects of external creditors of this entity upon default.

Italcementi has an adequate liquidity profile over the next twelve months. Italcementi has a well spread maturity profile with manageable maturities over the next five years and a liquidity headroom of 3.0 years. The liquidity of the group is mainly supported by EUR470 million of cash and cash equivalent and current financial assets as well as EUR1.7 billion of availabilities under revolving credit facilities at 30th September 2012. Alongside the group's funds from operations this should be sufficient to fund short term needs of cash mainly consisting of working cash, modest WC requirements, capex, debt repayments and dividends. We note that Italcementi has limited flexibility in adjusting dividend levels as most of the dividends paid are dividends to minority shareholders of Ciments Français and emerging markets affiliates. We also note that Italcementi has financial covenants in some of its principal credit facilities with leverage covenant levels of 3.75x versus current leverage of 3.5x, which leaves limited covenant headroom. Italcementi expects leverage to drop to 3.2x-3.3x by fiscal year end 2012.

Positive rating pressure is currently not anticipated. A recovery in the group's credit metrics with Debt/EBITDA dropping sustainably below 4.0x and RCF/Net debt increasing sustainably above 15% could lead to positive rating pressure over time.

Negative pressure on the ratings would increase if RCF/Net debt would be trending towards 10% and Debt/EBITDA would exceed 5.0x. Moody's would consider stabilizing the outlook if RCF/Net debt would increase sustainably above the low teens and Debt /EBITDA would drop sustainably below 4.5x.

LIST OF AFFECTED RATINGS Downgrades: ..Issuer: Italcementi Finance S.A.

....EUR2000M Senior Unsecured Medium-Term Note Program, Downgraded to (P)Ba2 from (P)Ba1

....EUR750M 5.375% Senior Unsecured Regular Bond/Debenture Mar 19, 2020, Downgraded to Ba2 from Ba1

....EUR750M 5.375% Senior Unsecured Regular Bond/Debenture Mar 19, 2020, Downgraded to a range of LGD4, 60 % from a range of LGD4, 56 %

..Issuer: Italcementi S.p.A.

.... Probability of Default Rating, Downgraded to Ba2 from Ba1

.... Corporate Family Rating, Downgraded to Ba2 from Ba1

....EUR2000M Senior Unsecured Medium-Term Note Program, Downgraded to (P)Ba2 from (P)Ba1

Upgrades:

..Issuer: Ciments Francais SA

....EUR500M 4.75% Senior Unsecured Regular Bond/Debenture Apr 4, 2017, Upgraded to a range of LGD2, 23 % from a range of LGD3, 44 %

The principal methodology used in rating Italcementi Finance S.A., Ciments Francais SA and Italcementi S.p.A. was the Global Building Materials Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

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Stanislas Duquesnoy VP - Senior Credit Officer Corporate Finance Group Moody'sDeutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Matthias Hellstern Managing Director Corporate Finance 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 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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