rhij press release 31 march 2009 en

8/2/2019 RHIJ Press Release 31 March 2009 En

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Brussels, June 30, 2009 RHJ International (the Company)today issued its Consolidated Financial Results for the fiscalyear ended March 31, 2009. The Audited Consolidated FinancialStatements of the Company, prepared in accordance withInternational Financial Reporting Standards (IFRS), will bepresented in the Annual Report of the Company to be issued on

July 31, 2009 in connection with the Annual Meeting ofShareholders to be held in Brussels on September 15, 2009.

During the fiscal year ended March 31, 2009, the financial crisisgradually spread to the real economy to f inally result in a globaleconomic recession of an unprecedented severity. OnSeptember 18, 2008, amid financial market turbulence, theCompany secured the sale of D&M Holdings Inc. (D&M) toK.K. BCJ-2, a corporation owned by investment funds advised byBain Capital Partners, LLC. The sale was successfully closed atJPY 510 a share, yielding a net capital gain of JPY 12,600 million(EUR 96.1 million) (1) and representing an absolute return of120% over the carrying value of JPY 10,515 million (EUR 80.2million). The sale of D&M and of a non-controlling minority

investments generated cash proceeds of JPY 32,145 million(EUR 245.1 million).

The automotive industry was particularly hit by the lack ofcustomer confidence and tightening consumer credit thatresulted in the near collapse of two of the worlds largest carmanufacturers, which filed for bankruptcy protection. TheCompanys automotive assets suffered the effects of severe andrapid volume declines. While all implemented thoroughrestructuring plans to respond to collapsing demand with noview on rapid recovery, l iquidity shortfalls were inevitable.Asahi Tec Corporation (Asahi Tec) suffered from decreasingexports to emerging Asian countries and reduced domesticdemand for cars and trucks, and is likely to breach financial

covenants in the course of the fiscal year ending March 31, 2010.As a result, Asahi Tec had no ability to further support its USsubsidiary Metaldyne which ultimately filed for protection underChapter 11 in May 2009. The Company entered into a purchaseagreement to buy certain of Metaldynes assets once it emergesfrom bankruptcy with the support of its main customers. Facingsimilar challenges, Niles Co., Ltd. (Niles) successfullyrestructured its capital structure, with a major stakeholderinvesting alongside the Company. The Honsel group alsoreached an agreement with the Company, its customers and itslenders on a capital restructuring that, assuming successfulclosing, will involve a significant deleveraging of its consolidatedbalance sheet and the injection of new capital into Honsel toallow for a significant operational restructuring.

CEO Leonhard Fischer commented that our automotiveinvestments are in many cases key parts of the carmanufacturing supply chain. This has facilitated crucial financialsupport from their customers in their restructuring. Both thefinancial and operational restructuring of our automotiveinvestments have now positioned them to weather the current

economic downturn and to emerge stronger upon recovery ofthe global economy.

At March 31, 2009, the Companys non-consolidated cashposition, available for investment, amounted toJPY 58,726 million (EUR 447.7 million) (2), compared to JPY50,347 million (EUR 383.8 million) at March 31, 2008. LeonhardFischer said : our cash position continues to be a key strengthas we review new investment opportunities and possibleexpansion into new strategic areas including, but not limited to,financial services in Europe.

The consolidated income statement for the fiscal year endedMarch 31, 2009, reflected the impact of the economic downturn

with consolidated revenue of JPY 397,300 million(EUR 3,028.9 million), 27.8 % lower than the year before. Besidethe steep decline in automotive sales, the Companys otherconsolidated subsidiaries, Phoenix Resort K.K. (PhoenixSeagaia Resort) and Columbia Music Entertainment (CME),faced equally difficult market conditions and saw their salesdecrease. The consolidated loss from operations of JPY 154,159million (EUR 1,175.3 million) for the fiscal year ended March 31,2009, was largely affected by impairment charges of JPY 123,259million (EUR 939.7 million), recognized on tangible andintangible assets given the deteriorated financial performanceand the uncertainty around economic recovery. Excludingimpairment losses for both fiscal years, the consolidated lossfrom operations amounted to JPY 30,900 million (EUR 235.6

million) compared to JPY 4,662 million (EUR 35.5 million), for thefiscal years ended March 31, 2009 and 2008, respectively. Theconsolidated net loss of JPY 131,271 million (EUR 1,000.8million), was favorably affected by the gain of JPY 39,768 million(EUR 303.2 million) on the debt cancellation at Metaldyne andAsahi Tec and the gain of JPY 16,030 million (EUR 122.2 million)on the disposal of D&M and a non-controlling investment.

Because of the limited relevance of consolidated financialstatements for a diversified holding company, a brief report onthe financial results of the individual companies in the portfoliois presented in section 2 of this release.

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Regulated Information

RHJ INTERNATIONAL REPORTS CONSOLIDATED

FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED MARCH 31, 2009

(1) The Companys reporting currency is JPY. All amounts have been converted for convenience into EUR at the exchange rate prevailing at March 31, 2009 (EUR/JPY = 131.17).

(2) Including EUR 9.7 million of investment securities, subsequently sold for EUR 14.4 million.


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1. Portfolio as of March 31, 2009The Companys portfolio consists of 5 controlling ownership interests, 3 investments in associates and several non-controlling minorityownership interests. The interests in Tec, Honsel International Technologies (HIT), Niles, CME, Phoenix Seagaia Resort and ShakleeGlobal Group, Inc. (Shaklee), were contributed to the Company in connection with the initial offering and listing of its ordinary shares onEuronext Brussels on March 31, 2005. The investment in U-shin Ltd. (U-shin) was made during the fiscal year ended March 31, 2007.

Evolution of book value

(In JPY millions)

Fiscal year ended March 31 2008 Additions Disposals Fair value Impairment 2009adjustments

Investments in subsidiaries At cost less impairmentAsahi Tec 25,984 7,769 - - (19,753) 14,000CME 7,817 - - - (4,817) 3,000D&M 10,515 - (10,515) - - -HIT 32,993 - - - (32,993) -Niles 16,619 - - - - 16,619Phoenix Seagaia Resort 21,709 1,000 - - (17,209) 5,500

115,637 8,769 (10,515) 0 (74,772) 39,119

Investments in associates At cost less impairmentShaklee 12,244 276 - - (6,050) 6,470SigmaXYZ - 1,085 - - - 1,085U-shin 8,038 - - - (4,838) 3,200

20,282 1,361 0 0 (10,888) 10,755

Other investments - At fair value 21,530 897 (9,030) (5,016) (2,299) 6,082

Total investments 157,449 11,027 (19,545) (5,016) (87,959) 55,956

Cash and cash equivalents (parent company only) 50,347 8,379 - - - 58,726Loans 2,361 2,584 - - - 4,945

Total portfolio 210,157 21,990 (19,545) (5,016) (87,959) 119,627

Book value per share (in JPY) 2,457 257 (229) (59) (1,028) 1,398

(In EUR millions)

Fiscal year ended March 31 2008 Additions Disposals Fair value Impairment 2009adjustments

Investments in subsidiaries At cost less impairmentAsahi Tec 198.1 59.2 - - (150.6) 106.7CME 59.6 - - - (36.7) 22.9

D&M 80.2 - (80.2) - - -HIT 251.5 - - - (251.5) -Niles 126.7 - - - - 126.7Phoenix Seagaia Resort 165.5 7.6 - - (131.2) 41.9

881.6 66.9 (80.2) 0.0 (570.0) 298.2

Investments in associates At cost less impairmentShaklee 93.3 2.1 - - (46.1) 49.3SigmaXYZ - 8.3 - - - 8.3U-shin 61.3 - - - (36.9) 24.4

154.6 10.4 0.0 0.0 (83.0) 82.0

Other investments - At fair value 164.1 6.8 (68.8) (38.2) (17.5) 46.4

Total investments 1,200.3 84.1 (149.0) (38.2) (670.6) 426.6

Cash and cash equivalents (parent company only) 383.8 63.9 - - - 447.7

Loans 18.0 19.7 - - - 37.7Total portfolio 1,602.2 167.6 (149.0) (38.2) (670.6) 912.0

Book value per share (in EUR) 18.7 2.0 (1.7) (0.4) (7.8) 10.7

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Investments and disposalsThe evolution in terms of total invested capital of the Companys portfolio during the fiscal year ended March 31, 2009, can besummarized as follows:

The Company increased the capital of Asahi Tec by JPY 7,769 million (EUR 59.2 million) for purposes of (a) curing a breach ofcovenants by its US based subsidiary Metaldyne (JPY 1,800 million or EUR 13.7 million), (b) providing Metaldyne with additionalliquidity (JPY 1,051 million or EUR 8 million) and (c) funding Metaldynes bond tender (JPY 4,918 million or EUR 37.5 million);

The Company subscribed to JPY 1,000 million (EUR 7.6 million) of new shares of Phoenix Seagaia Resort to cover scheduledreimbursement of its debt as well as to provide liquidity for working capital requirements;

The Company invested JPY 1,085 million (EUR 8.3 million) in SigmaXYZ Inc (SigmaXYZ), a newly formed joint venture in ITconsulting with Mitsubishi Corporation;

The Company acquired 457,000 additional existing shares of Shaklee for an aggregate consideration of JPY 276 million (EUR 2.1million), increasing its ownership to 42.5 %;

In September, 2008, the Company closed the sale of D&M to K.K. BCJ-2, a corporation owned by investment funds advised by BainCapital Partners, LLC, for cash consideration of JPY 23,115 million (EUR 176.2 million);

The Company disposed of a non-controlling minority investment for JPY 9,030 million (EUR 68.8 million), initially acquired for JPY5,600 million (EUR 42.7 million). The other investments also include a new investment of JPY 730 million (EUR 5.6 million).

Fair value adjustments

Other investments consist of several non-controlling ownership interests and certain undisclosed investments. The non-controllingownership interests are available-for-sale financial assets, and are reported at fair market value. The downward adjustment sinceMarch 31, 2008, is attributable to a decrease in the fair market value of the investment in Commercial International Bank (Egypt) SAE(CIB) by JPY 5,016 million (EUR 38.2 million).

Impairment

The company prepares both consolidated and non-consolidated financial statements. The consolidated financial statements areprepared in accordance with IFRS, while the non-consolidated financial statements are prepared in accordance with Belgian GenerallyAccepted Accounting Principles (GAAP). An impairment review was carried out for both the consolidated and the non-consolidatedfinancial statements. It should be noted that there are significant differences in the valuation approach, nature and outcome of thesereviews resulting from divergent methodologies of determining an assets recoverable amount between IFRS and Belgian GAAP. IFRSdefines the recoverable amount of an asset as the higher of (a) the assets fair value less cost to sell or (b) its value in use. The value inuse is based on the discounted cash flows projected to be derived from the assets continuing use. Belgian GAAP requires therecognition of impairment of an asset if its carrying value is projected to permanently exceed its recoverable amount, which can bedetermined using undiscounted cash flow estimates.

As a result, the impairment charges in the consolidated and the non-consolidated financial statements for the fiscal year ended March31, 2009, are different, and amounted to JPY 123,259 million (EUR 939.7 million) and JPY 87,959 million (EUR 670.6 million),respectively.

Non-consolidated Financial Statements

The Company reviewed the carrying value of its investments as reflected in the non-consolidated financial statements for the fiscalyear ended March 31, 2009, prepared in accordance with Belgian Generally Accepted Accounting Principles. In particular, theCompany assessed whether the carrying value of each individual investment was in excess of their future recoverable amount. Theassessment included a review and analysis of (a) publicly observed market prices for the publicly listed investments, (b) valuationmultiples for groups of publicly listed, comparable companies, and with respect to the consolidated subsidiaries, (c) the projectedfinancial performance based on budgets and business plans prepared by their respective managements. It should be noted that thefuture recoverable amount of the Companys consolidated subsidiaries has been determined by applying currently applicablevaluation multiples to the consolidated subsidiaries undiscounted projected earnings, and that the resulting amounts do not purportto indicate the current fair value or intrinsic value of the Companys investments in consolidated subsidiaries.

The impact of the economic recession on the consolidated subsidiaries financial performance, together with the Companys stance,

which it believes to be conservative, on the timing and the extent of the recovery of the global economy, and the current marketvaluations in general and in the industries relevant to the Companys investments in particular, resulted in the recognition ofimpairment charges at March 31, 2009, of JPY 87,959 million (EUR 670.6 million) as reflected in the table on the previous page. TheCompany will continue to monitor the recoverable amount of its investments and in the event that the reasons underlying the

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recognition of the impairment are no longer valid, the impairment charges could be reversed in the future. In addition to theimpairment above, the Company adjusted the carrying value in its subsidiary RHJI Services SA by JPY 6,937 million (EUR 52.9 million)to reflect its net asset value of JPY 5,156 million (EUR 39.3 million). RHJI Services SA is a management subsidiary that providesadvisory services and engages in intra-group financing.

Consolidated Financial Statements

For purposes of preparing the consolidated financial statements, in accordance with IFRS, as of and for the fiscal year ended March31, 2009, and in light of the global economic downturn, the Company carefully analysed the performance of its consolidatedbusinesses in order to determine whether or not there was any indication of impairment of their respective long-lived assets. Theanalysis included a review of the industry perspective, and the impact of lower than expected performance of certain portfoliocompanies on the recoverable amount of goodwill and other long-lived intangible assets. The analysis resulted in an aggregateimpairment charge of JPY 123,259 million (EUR 939.7 million) for the fiscal year ended March 31, 2009. JPY 95,290 million (EUR 726.5million) was attributable to goodwill and intangible assets and mainly related to Metaldyne and HIT in view of the significant global

downturn of the automotive industry. Cumulative impairment of goodwill and intangible assets at March 31, 2009, amounted to JPY136,491 million (EUR 1,040.6 million). Total intangible assets at March 31, 2009, amounted to JPY 50,808 million (EUR 387.3 million),compared to JPY 161,245 million (EUR 1,229 million) at March 31, 2008. In addition to the impairment of goodwill and intangibleassets, underutilized property, plant and equipment, mainly at Phoenix Seagaia Resort, HIT and Metaldyne, were written down by JPY27,969 million (EUR 213.2 million). Finally, the Company recognized an impairment charge of JPY 10,888 million (EUR 83 million) on itsinvestments in Shaklee and U-shin.

Cash and cash equivalents

Non-consolidated cash flows for the parent holding company for the fiscal year ended March 31, 2009, can be summarized as follows:

Condensed non-consolidated cash flow for year ended March 31

(In millions) JPY EURFiscal year ended March 31 2009 2008 2009 2008

Net cash used in operating activities (7,015) (1,691) (53.5) (12.9)Net cash provided (used) in investing activities 17,599 (21,299) 134.2 (162.4)Net cash used in financing activities (392) (2,329) (3.0) (17.8)

Net increase (decrease) in cash and cash equivalents 10,192 (25,319) 77.7 (193.0)

Cash and cash equivalents at the beginning of the fiscal year 50,347 79,887 383.8 609.0

Effect of exchange rate fluctuation on cash held (1,813) (4,221) (13.8) (32.2)

Cash and cash equivalents at the end of the fiscal year 58,726 50,347 447.7 383.8

Non-consolidated cash-flows from investing activities reflected : The proceeds from the sale of D&M and a non-controlling minority investment for JPY 32,145 million (EUR 245.1 million) in

aggregate; Additional investments in Asahi Tec, Phoenix Seagaia Resort and Shaklee of JPY 9,045 million (EUR 69 million); Funding of the Companys management subsidiary RHJI Services for JPY 4,158 million (EUR 31.7 million), used to, among other

things, provide financing to certain consolidated subsidiaries; The formation of SigmaXYZ for JPY 1,085 million (EUR 8.3 million); A new non-controlling investment of JPY 730 million (EUR 5.6 million); The repurchase of 627,247 of its own shares for JPY 459 million (EUR 3.5 million). The Company repurchased the shares to be

allocated to the Companys employees under its incentive compensation plan. At March 31, 2009, the Company held 1,145,004treasury shares. Subsequent to March 31, 2009, the Company bought an additional 1,122,085 shares as part of the purchase of 2%of total outstanding shares, announced on March 17, 2009.

Total non-consolidated cash of JPY 58,726 million or EUR 447.7 million is predominantly invested in government and government-backed securities in EUR, USD and JPY.

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2. Business Review for the fiscal year ended March 31, 2009The individual companies consolidated financial statements presented below have been prepared in accordance with IFRS and arepresented in their respective functional currency. All financial information for the Japanese companies has been translated forconvenience into Euros, and for HIT into JPY, using the exchange rate prevailing at March 31, 2009 (EUR/JPY = 131.17).

Key figures

Condensed consolidated income statement for the fiscal year ended March 31 (1)

(In millions) JPY EUR

2009 2008 2009 2008

Revenue 218,815 315,768 1,668.2 2,407.3Gross profit 18,848 29,528 143.7 225.1Gross margin 8.6 % 9.4 % 8.6 % 9.4 %EBITDA 13,655 24,744 104.1 188.6EBITDA margin 6.2 % 7.8 % 6.2 % 7.8 %Operating loss (52,294) (25,074) (368.7) (191.2)Loss for the year (23,958) (41,059) (182.6) (313.0)

(1) Excluding the effect of the purchase price allocation carried out in connection with the contribution of the ownership interests to the Company at March 31, 2005.

Consolidated cash and financial debt for the fiscal year ended March 31


2009 2008 2009 2008Cash 5,350 6,530 40.8 49.8

Financial debt 79,366 117,457 605.1 895.5

Asahi Tec Corporation

Headquarters: Japan Industry: Automotive Components Cast Auto Parts Segment Tokyo Stock Exchange ticker: 5606.T Total Shares Outstanding: 476,717,658 RHJI ownership as of March 31, 2009: 60.1% (286,314,061 shares) Contribution price per share (March 23, 2005): JPY 250

Closing share price on March 31, 2008: JPY 88 Closing share price on March 31, 2009: JPY 35

Revenue by operating segmentGeographic distribution of revenue

Chassis 30%

Powertrain 31%

Devices& Equipment 5%

General Casting& Forging Parts 34%

U.S. 36%

Japan 35%

Europe 18%Asia (excl. Japan) 6%Americas (excl. U.S.) 5%

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Despite a significant deleveraging of its balance sheet,unprecedented volume declines forced Asahi Tecs USsubsidiary Metaldyne into Chapter 11 and Asahi Tec alsosuffered from collapsing demand

Asahi Tecs consolidated revenue fell by 30.7% from JPY 315,768million during the fiscal year ended March 31, 2008 toJPY 218,815 million during the fiscal year ended March 31, 2009.The global economic recession had a severe impact on Japansexport driven economy. Asahi Tecs Asian activities experiencedsignificant volume declines, particularly driven by decreasedexport of motorcycles to emerging markets and continuouslyfalling domestic demand for cars and trucks. Despite increasedsales of parts for construction machines and electric power

transmission equipment, Asian consolidated sales fell by 39%compared to the previous year.

In the US, the effect of the downturn was even more devastating.U.S. sales at Asahi Tecs US based subsidiary Metaldyne fell by41.4%. Sagging customer confidence and the lack of creditavailability resulted in continuously falling demand. Metaldynesmain customers shut down production for several weeks in anattempt to respond to the contraction of the US auto market thatultimately resulted in Chryslers and General Motors filing forChapter 11 bankruptcy protection.

During the 2nd and 3rd quarter of the fiscal year endedMarch 31, 2009, Metaldyne responded to the decreasing sales bycontinuous adjustment of its cost structure, and was able tosignificantly deleverage its balance sheet following thesuccessful tender for most of its outstanding senior and seniorsubordinated bonds with an aggregate principal amount ofUSD 361.3 million (JPY 35,621 million). Metaldyne reduced itsoutstanding debt from approximately USD 830.2 million(JPY 82,529 million) at March 31, 2008, to USD 536.3 million(JPY 52,878 million), including the cancellation, effectiveSeptember 26, 2008, of approximately USD 31.0 million(JPY 3,134 million) of secured subordinated notes pursuant to adebt cancellation agreement entered into between ChryslerCorporation and Metaldyne. In addition, upon completion of thetender offer, Chrysler agreed to cancel the 97,098 Class CPreferred shares it held in Asahi Tec worth JPY 6,082 million.

The bond tender was financed by a USD 50 million investmentfrom Asahi Tec, funded by the Companys subscription to newlyissued shares of Asahi Tec for JPY 4,917 million, increasing itsownership in Asahi Tec from 45.3% to 60.18%. In addition,certain of Metaldynes leading customers provided Metaldynewith USD 60 million funding for the bond tender offer, in theform of loans to Metaldyne. From the total proceeds ofUSD 110 million, Metaldyne used USD 60.1 million to pay for thetendered bonds. Previously, on July 15, 2008, the Company, via acapital subscription of JPY 1,800 million in Asahi Tec, alsofunded a cure of Metaldynes breach of financial covenants atJune 30, 2008. On October 14, 2008, a capital injection ofJPY 1,051 million by the Company into Asahi Tec furthersupported Metaldynes liquidity.

Throughout the fiscal year ended March 31, 2009, Asahi Tec andMetaldyne increased their efforts to maintain profitabilitythrough cost reductions, plant closures, successfully negotiated

price revisions and other measures designed to contain theeffects of continuously falling order volumes, but thecombination of the unprecedented sales decline and increasedmaterial prices resulted in a gross profit of JPY 18,848 millionfor the fiscal year ended March 31, 2009, compared toJPY 29,528 million a year earlier.

The operating loss for the fiscal year ended March 31, 2009, ofJPY 52,294 million, was negatively impacted by an impairmentloss of JPY 49,309 million on certain tangible and intangibleassets, including goodwill, of Metaldyne in view of theirdeteriorated financial performance and the uncertainty aroundits ability to operate as a going concern that existed at March 31,2009. Excluding impairment losses for both years, the operatingloss for the fiscal year ended March 31, 2009, amounted toJPY 2,985 million, compared to an operating profit of JPY 4,175million for the previous fiscal year. The impairment losses werepartly offset by the gain of JPY 39,768 million on the redemptionof bonds following the successful bond tender and thecancellation of debt by Chrysler, resulting in a net loss for thefiscal year ended March 31, 2009 of JPY 23,958 million,compared to JPY 41,059 million last year.

Despite Asahi Tecs continued support and the resultingreduction of Metaldynes indebtedness, Metaldynes financialperformance was heavily affected by car production in the USthat continued to fall beyond expectations. Faced with its ownchallenges, Asahi Tec was no longer in a position to furthersupport Metaldyne, which on May 27, 2009, filed a voluntarypetition to reorganize under Chapter 11 of the U.S. BankruptcyCode, shortly after Chrysler, one of its main customers, alsofiled for protection under Chapter 11.

Given that its assets and capital structure are completely ring-fenced from Metaldyne, Asahi Tec will now focus on its ownneeds and opportunities. Without Metaldyne, which will bedeconsolidated, Asahi Tec projects net sales of JPY 60,200million and an operating loss of JPY 300 million, based on itsmanagement forecast prepared under J-GAAP for the fiscal yearending March 31, 2010.

Asahi Tec is likely to breach certain financial covenants under itscredit agreements in the course of the fiscal year ending March

31, 2010. Asahi Tec is currently seeking a waiver of covenantsfrom its lenders. In the event that Asahi Tec would not besuccessful in obtaining such a waiver, it would be in default of itsobligations under its credit agreements, which would castsignificant doubt on Asahi Tecs ability to operate as a goingconcern.

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RHJI, subject to further diligence, entered into apurchase agreement to buy certain assets fromMetaldyne

Given that Asahi Tec was not in a position to further supportMetaldyne as it requires focus on its own needs in acontinuously challenging automotive industry, the Companyentered into an agreement to purchase a majority of Metaldynesassets under a court-supervised sales process pursuant toSection 363 of the U.S. Bankruptcy Code. Under the Section 363process, interested parties will have an opportunity to submithigher and better offers for the Metaldyne assets. The proposedtransaction is also subject to the execution of a definitive assetpurchase agreement, court approval, and other customary

conditions. Under the terms of the purchase agreement, theCompany proposed to purchase certain North American assetsof Metaldynes Sintered Products, Vibration Control Productsand Powertrain Products business units, as well as theEuropean assets of those business units and the EuropeanForging Products business unit. The transaction is valued atapproximately USD 100 million, consisting of (a) USD 25 million

cash, (b) the issuance of a new USD 50 million term note, (c) theroll over of an existing demand note of approximately USD 20million, owed by Metaldyne to the Company and (d) theassumption of some liabilities. In addition, the Company agreedto inject additional cash into the newly formed entity that willacquire the Metaldyne assets to help ensure that it can meet itsshort-term liquidity needs.

To fund its continuing operations during the restructuring,Metaldyne has secured a USD 19.85 million debtor-in-possession (DIP) financing facility from certain customers. TheDIP credit facility will be used for the company's normal workingcapital requirements, including employee wages and benefits,supplier payments, and other operating expenses during thereorganization process.

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Key figures

Condensed consolidated income statement for the fiscal year ended March 31(In millions) JPY EUR

2009 2008 2009 2008

Revenue 93,577 115,193 713.4 878.2Gross profit 1,246 10,454 9.5 79.7Gross margin 1.3 % 9.1 % 1.3 % 9.1 %EBITDA (1) 1,823 11,425 13.9 87.1EBITDA margin 1.9 % 9.9 % 1.9 % 9.9 %Operating loss (46,539) (380) (354.8) (2.9)Loss from continuing operations (49,267) (2,400) (375.6) (18.3)Profit (loss) from discontinued operations (net of tax) 1,758 (2,768) 13.4 (21.1)Loss for the year (47,011) (5,207) (358.4) (39.7)

(1) Adjusted for non-recurring restructuring costs



2009 2008 2009 2008

Cash 1,876 5,194 14.3 39.6Financial debt 71,631 61,322 546.1 467.5

Honsel International Technologies SA

Headquarters: Belgium Industry: Automotive Components Cast Auto Parts Segment Privately Held RHJI ownership as of March 31, 2009: 81.8%

Revenue by operating segmentGeographic distribution of revenue

Die Casting 56%

Permanent MoldCasting 17%

Others 18%

Rolling 1%

Extrusion 8%

Europe 93%

Americas 7%

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Plummeting sales and delayed cost rationalization resultin standstill agreement

Starting in August, 2008, and reaching its full scale towards theend of the calendar year 2008, the crisis in the Europeanautomotive industry caused HITs revenue to decrease fromEUR 878.2 million during the fiscal year ended March 31, 2008,to EUR 713.4 million for the fiscal year ended March 31, 2009.The revenue for the fiscal year ended March 31, 2009, includedEUR 50.2 million from Tafime, acquired in December 2007.Excluding Tafime for both fiscal years, revenue decreased by29.8 %.

HITs operating subsidiaries, hereafter collectively referred to asHonsel, were unable to adjust their variable costs quickly

enough to adjust to the rapidly declining order volumes, andincurred higher than expected labor costs resulting from delaysin the implementation of its restructuring programPlan4Growth. As a result, gross profit amounted to EUR 9.5million for the fiscal year ended March 31, 2009, compared toEUR 79.7 million during the previous fiscal year. In addition tothe effects of declining demand and unachieved labor savings,increasing costs of energy, maintenance and waste disposalcaused EBITDA, adjusted for EUR 49 million of non-recurringrestructuring and other costs, to decrease from EUR 87.1million for the fiscal year ended March 31, 2008, to EUR 13.9million for the fiscal year ended March 31, 2009.

Given the significantly deteriorated financial performance and

the continuing weak economic outlook, HIT recorded animpairment loss on certain intangible assets and goodwill forthe fiscal year ended March 31, 2009 of EUR 199 million. As aresult of the under-utilization of certain manufacturingequipment, EUR 46.6 million impairment losses were recognizedon tangible assets. Excluding all impairment losses, theoperating loss for the fiscal year ending March 31, 2009,amounted to EUR 109.2 million, compared to an operating lossof EUR 2.9 million a year earlier. The net loss for the fiscal yearended March 31, 2009, increased to EUR 358.4 million,compared to EUR 39.7 million for the fiscal year ended March31, 2008.

On December 29, 2008, HIT reached several agreements in view

of the liquidity shortfall that resulted from collapsing demand.HITs lenders agreed to a standstill, originally until March 31,2009, but extended twice and currently still in place.Furthermore, certain of HITs main customers provided foradditional liquidity and compensation for reduced volumes.Finally, the Company provided secured financing up to EUR 20million, in the form of factoring - and sale and lease backarrangements.

Proposed capital restructuring designed to allow Honselto overcome the economic crisis and confirm its positionas a key supplier of light metal components to theautomotive industry

During the standstill, the Company and a committee of HITssenior lenders agreed to a capital restructuring proposal thatwas approved by HITs lenders on May 25, 2009.

As part of the restructuring, the Company will invest EUR 50million in exchange for a controlling 51% stake in Honsel. Theremaining 49% of the group will be held by Honsels currentsenior term lenders following a debt-for-equity swap, whichshould result in HITs and Honsels total outstanding securedterm debt of approximately EUR 510 million being reduced toEUR 140 million, consisting of EUR 110 million senior term loanand EUR 30 million mezzanine term loan, all of which will,following completion of the debt-for-equity swap, be held byHonsels current senior term lenders. Honsels existing EUR 40million revolving credit facility, as well as EUR 50 million offinancing from the Company and certain of Honsels keycustomers and suppliers, will remain in place.

Honsels short term liquidity needs until the completion of therestructuring will be bridged by up to EUR 10 million of furtherfinancing provided by the Company or another third partyinvestor. To date, the Company provided EUR 5 million of suchfinancing.

In the event that Honsel would not be able to secure thefinancing of potential future liquidity needs, the Company furthercommitted to a new secured backstop facility of EUR 10 million.

The successful closing of the restructuring is dependent uponagreements being reached, on terms acceptable to the Companyand HITs lenders, with several other constituencies, in order toenable Honsel to conduct its business in an ongoing andprofitable manner. Conditions precedent to the closing of therestructuring include the receipt of certain tax clearances, theconclusion of agreements regarding future business andsupport with Honsels key customers and suppliers, the absenceof certain insolvency events in respect of Honsel and certainother industry participants and the successful completion of

Honsels operational restructuring negotiations, including, inparticular, those relating to labor and manufacturing costreductions. Assuming satisfaction of these conditions precedent,closing is expected in early July.

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Key figures



2009 2008 2009 2008

Revenue 45,444 59,318 346.5 452.2Gross profit 6,040 10,278 46.0 78.4Gross margin 13.3 % 17.3 % 13.3 % 17.3 %EBITDA 2,846 6,299 21.7 48.0EBITDA margin 6.3 % 10.6 % 6.3 % 10.6 %Operating profit (loss) (1,265) 2,351 (9.6) 17.9Profit (loss) for the year (5,771) 1,887 (44.0) 14.4




2009 2008 2009 2008


Niles Co., Ltd.

Headquarters: Japan Industry: Automotive Components Electronics Components Segment Privately Held RHJI ownership as of March 31, 2009: 96.4%

Geographical distribution of revenue (single operating segment)

Japan 75%

US 17%

Asia 8%

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11/22

Niles successfully strengthens its capital structureDuring the fiscal year ended March 31, 2009, Niles suffered fromthe US auto market slowdown that gradually expanded to Asia,forcing some of Niles main customers into reducing and eventemporarily halting production. In addition to the downturn in theautomotive industry, Niles saw demand for contact switchesdecrease in a challenging global cellular handset market. Nilesrevenue for the fiscal year ended March 31, 2009, consequentlydecreased by 23.4 %, from JPY 59,318 million during theprevious fiscal year, to JPY 45,444 million.

Especially in the US, the volume decline was so significant thatNiles US operations ran at negative gross profit margins,bringing down the overall gross profit margin from 17.3% during

the fiscal year ended March 31, 2008 to 13.3% during the fiscalyear ended March 31, 2009. Niles designed and started theimplementation of a series of drastic short term restructuringmeasures focused on mitigating the impact from the volumeshortfall on its financial performance. By the end of March 31,2009, Niles had significantly reduced headcount, cut salariesand bonuses, and limited capital expenditures. Notwithstandingthose cost saving measures, Niles reported an operating loss ofJPY 1,265 million for the fiscal year ended March 31, 2009,compared to an operating profit of JPY 2,351 million a yearearlier. Consequently EBITDA for the fiscal year endedMarch 31, 2009, amounted to JPY 2,846 million, down from JPY6,299 million a year earlier.

In addition to the short term restructuring measures, Nilesdecided to (a) reduce its manufacturing footprint, mainly in theUS, by transferring production to Japan and Thailand, (b) furtherreduce headcount and (c) scale down capital expenditure toproduction levels that are not expected to significantly increaseduring the next twelve months.

Despite the operational restructuring efforts, Niles faced aliquidity shortfall and engaged in discussions with the Company,its main customer and its lenders with a view to securingsufficient liquidity and strengthening its financial position. OnMay 20, 2009, Niles bolstered its capital structure through atotal capital injection of JPY 6 billion of which JPY 3.5 billion wasprovided by the Company and JPY 2.5 billion by a third party,which resulted in its ownership being reduced from 96.4% to77.3%. Part of the proceeds was used to repay JPY 2.5 billion ofshort-term debt that was previously secured by a cash depositfrom the Company. Furthermore, syndicate lenders agreed on arefinancing of the existing debt structure with new bullet loansmaturing in June 2011.

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Key figures



2009 2008 2009 2008

Revenue 18,170 18,569 138.5 141.6Gross profit 7,061 6,920 53.8 52.8Gross margin 38.9 % 37.3 % 38.9 % 37.3 %EBITDA (43) (984) (0.3) (7.5)EBITDA margin (0.2)% (5.3)% (0.2)% (5.3)%Operating loss (693) (1,508) (5.3) (11.5)Loss from continuing operations (707) (1,627) (5.4) (12.4)Profit from discontinued operations (net of tax) 188 292 1.4 2.2Loss for the year (519) (1,335) (4.0) (10.2)




2009 2008 2009 2008

Cash 1,832 2,506 14.0 19.1Financial debt 1,457 517 11.1 3.9

Columbia Music Entertainment, Inc.

Headquarters: Japan Industry: Media and Entertainment Music Entertainment Segment Tokyo Stock Exchange ticker: 6791.T Total Shares Outstanding: 260,870,117 RHJI ownership as of March 31, 2009: 25.5% (66,503,000 shares) Contribution price per share (March 23, 2005): JPY 118 Closing share price on March 31, 2008: JPY 60 Closing share price on March 31, 2009: JPY 23

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The continuous contraction of CMEs musicentertainment market requires further structural reformunder a revitalized management structure

During the fiscal year ended March 31, 2009, CME reportedrevenue of JPY 18,170 million, compared to JPY 18,569 million ayear earlier. Excluding sales from Creative Core, acquired inNovember 2007, and contributing for a full fiscal year for thefirst time, CMEs revenue for the fiscal year ended March 31,2009, amounted to JPY 15,046 million, down 11.2% compared tothe previous fiscal year. Increased sales of CMEs custom salesbusiness and the growing digital business were offset bydecreasing sales from J-Pop titles as CME considerably reducedthe number of J-Pop artists in an attempt to eliminate

unprofitable business in a shrinking CD market.The operating loss of JPY 693 million during the fiscal yearended March 31, 2009, compared to JPY 1,508 million a yearearlier, was favorably affected by the reversal of estimatedroyalty payments (JPY 456 million). CMEs net loss for the fiscalyear ended March 31, 2009, amounted to JPY 519 million andincluded JPY 434 million restructuring costs associated withearly termination of artist contracts and retirement allowances.

Throughout the fiscal year ended March 31, 2009, CMEcontinued to implement cost rationalization measures tomitigate the effects of a declining CD market. Several structuralreform measures were initiated and will continue to beimplemented during the fiscal year ending March 31, 2010.

Among such measures, the number of J-Pop artists wasdrastically reduced and the J-Pop organization was downsizedaccordingly. CME further sharpened its focus on historicallyprofitable segments such as Enka music products and futuregrowth areas such as digital music and the games business.CME rationalized its organizational structure to the scale of itsbusiness by consolidating its sales-and marketing organizationand radically downsizing Creative Cores educational software

business. Finally, CME is implementing a new voluntaryretirement program and cutting back on its temporary workforce to reduce staff by 78 people.

In addition to the net loss reported in the table on the previouspage, the Company reviewed the recoverable amount of certainintangible assets recorded in its consolidated financialstatements following the purchase price allocation upon thecontribution of CME in March 2005. In view of the deterioratedfinancial performance, the reduced scale of CMEs business andthe uncertainty around the economic recovery and the impactthereof on CMEs business, the Company recorded animpairment charge of JPY 7,645 million in its consolidatedincome statement for the fiscal year ended March 31, 2009, oncertain intangible assets recognized as a result of the initialpurchase price allocation. This impairment charge is onlyrecorded in the Companys consolidated financial statementsand not reflected in the table on the previous page.

CMEs management expects to return to profitability andpublicly disclosed forecasts for the fiscal year ending March 31,2010, prepared under J-GAAP, including sales of JPY 18,500million, operating profit of JPY 100 million and net profit of JPY400 million. The projected net income includes a settlement gainof JPY 590 million, associated with planned relocation of CMEshead office in September, 2009.

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Key figures



2009 2008 2009 2008

Revenue 12,327 14,478 94.0 110.4Gross profit 1,530 2,260 11.7 17.2Gross margin 12.4 % 15.6 % 12.4 % 15.6 %EBITDA 297 989 2.3 7.5EBITDA margin 2.4 % 6.8 % 2.4 % 6.8 %Operating loss (701) (112) (5.3) (0.9)Loss for the year (517) (547) (3.9) (4.2)




2009 2008 2009 2008

Cash 455 644 3.5 4.9Financial debt 7,144 7,777 54.5 59.3

Phoenix Seagaia Resort K.K.

Headquarters: Japan Industry: Hospitality Segment Privately Held RHJI ownership as of March 31, 2009: 100.0%

Revenue by operating segment (single geographic segment)

Hotel 76%

Golf 21%

Others 3%

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Reduced foreign travel and a weak domestic touristmarket drive hotel occupancy significantly lower

Phoenix Seagaia Resort recorded revenue of JPY 12,327 millionfor the fiscal year ended March 31, 2009, a decrease of 14.9%compared to the previous fiscal year. The global economicdownturn resulted in deferred spending in all tourist marketsegments. The number of foreign visitors to Japan felldrastically and Phoenix Seagaia Resort was particularly exposedto the impact of the weak Korean Won on the number of Koreanvisitors. Phoenix Seagaia Resort also saw domestic travelreduced significantly as companies cut back on budgets forcorporate events, which are critical to the occupancy of PhoenixSeagaia Resorts five star hotel. The lower occupancy also

resulted in a decreasing number of golf rounds.Phoenix Seagaia Resort started the implementation of a drasticcost rationalization program to mitigate the impact of low salesand to ensure compliance with the financial covenants under itscredit agreements at March 31, 2009. The program reducedcosts by approximately JPY 1,500 million on an annualized basis,and identified several additional actions to address the impactfrom a potential further decline of the resorts occupancy rates.EBITDA for the fiscal year ended March 31, 2009, amounted toJPY 297 million, compared to JPY 989 million during theprevious fiscal year. The decreased hotel occupancy and loweraverage daily rates account for most of the shortfall.Furthermore, the Ocean Dome contributed positively to Phoenix

Seagaia Resorts overall EBITDA for the first half of the previousfiscal year ended March 31, 2008. Although the Ocean Dome wasloss making, the announcement of the closure had a beneficial,non-recurring impact on the number of visitors. The OceanDome was closed on October 1, 2007, and other attractions, suchas the newly developed beach concept, have only graduallycontributed to room sales and will need additional marketing togrow into key attraction points for the resort.

At March 31, 2009, Phoenix Seagaia Resort reviewed therecoverable amount of its property, plant and equipment. Therecoverable amount was determined using the incomeapproach, and revealed to be below the the carrying value by JPY13,993 million. Of this impairment loss, JPY 13,640 million isrecognized on the asset values resulting from the initialpurchase price allocation, and therefore only recorded in theCompanys consolidated financial statements.

As a result of the deteriorated financial performance and inorder to allow Phoenix Seagaia Resort to make scheduledrepayments under its credit facility, the Company injected JPY300 million in June, 2008, JPY 400 million in September, 2008,and JPY 300 million in January, 2009. The Company expects tomake further capital contributions to Phoenix Seagaia Resortduring the fiscal year ending March 31, 2010, to the extent theydo not exceed the corresponding reduction of the debtguaranteed by the Company.

Phoenix Seagaia Resort refinances entire debtOn September 29, 2008, Phoenix Seagaia Resort entered into anagreement with its lenders to amend certain terms andconditions of its existing credit facility of JPY 7,508 million. Theterm of the amended loan is 3 years. The amendment providesfor quarterly repayments of JPY 195 million and a bulletpayment of JPY 5,497 million on September 30, 2011. In additionto this amended loan agreement, the Company extended therevolving credit facility from JPY 500 million to JPY 1,000 millionuntil September 30, 2011. The outstanding balance of this intra-group loan at March 31, 2009 amounted to JPY 400 million. TheCompany guarantees the quarterly repayments and the totalinterest up to an aggregate amount of JPY 3,400 million. At

March 31, 2009, Phoenix Seagaia had already repaid JPY 390million of the guaranteed principal, and had outstandingfinancial indebtedness of JPY 7,144 million, compared to JPY7,777 at March 31, 2008.

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INVESTMENTS IN ASSOCIATES

Key figures

Condensed consolidated income statement for the fiscal year ended March 31


2009 2008 2009 2008

Revenue 24,685 27,322 188.2 208.3Operating profit 3,652 2,945 27.8 22.5EBITDA 4,241 3,499 32.3 26.7EBITDA margin 17.2 % 12.8 % 17.2 % 12.8 %Profit for the year 1,705 1,441 13.0 11.0



2009 2008 2009 2008


Shaklee's net revenue for the fiscal year ended March 31, 2009 amounted to JPY 24,685 million, 9.7% lower than the previous fiscalyear virtually entirely due to appreciation of the JPY. At constant exchange rates, net sales declined only 0.9%. Operating profit, for thefiscal year ended March 31, 2009 increased 24% to JPY 3,652 million from JPY 2,945 million principally due to t ight management overselling and general administrative expenses in all markets. The net profit for the fiscal year ended March 31, 2009 increased 51.6%excluding JPY 120 million benefit from changes made to the U.S. Retiree Medical Benefit Plan compared to JPY 1,125 million for theprevious fiscal year that excludes non-recurring pre-tax gains from changes to the U.S. pension plan of JPY 846 million partly offset bythe accelerated amortization of an intangible asset relating to the purchase of technology and distribution rights.

Based on its management projections under J-GAAP, Shaklee expects revenue to decrease from JPY 24,685 million for the fiscal yearended March 31, 2009 to JPY 23,013 million for the fiscal year ending March 31, 2010. Operating income in accordance with J-GAAP isprojected to increase from JPY 3,086 million for the fiscal year ended March 31, 2009, to JPY 3,132 million, for the fiscal year endingMarch 31, 2010.

Shaklee Global Group, Inc.

Industry: Consumer Products Nutrition Products Segment Jasdaq Stock Exchange ticker: 8205.Q Total Shares Outstanding: 25,920,000 RHJI ownership as of March 31, 2009: 42.5% (10,531,000 shares) Contribution price per share (March 23, 2005): JPY 1,269 Closing share price on March 31, 2008: JPY 709 Closing share price on March 31, 2009: JPY 635

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Key figures

Condensed consolidated income statement for the fiscal year ended February 28


2009 2008 2009 2008

Revenue 70,772 77,963 539.5 594.4Operating profit 3,258 3,357 24.8 25.6EBITDA 7,343 7,584 56.0 57.8EBITDA margin 10.4 % 9.7 % 10.4 % 9.7 %Profit (loss) for the year (282) 339 (2.1) 2.6

Consolidated cash and financial debt for the fiscal year ended February 28


2009 2008 2009 2008Cash 15,997 9,290 122.0 70.8Financial debt 24,888 22,472 189.7 171.3

As U-shins fiscal year ends on November 30, the Company used financial information for the twelve months ended February 28, 2009,compiled from publicly disclosed unaudited quarterly financial information, for the purposes of preparing the Companys consolidatedfinancial statements as of and for the fiscal year ended March 31, 2009. Financial information for the twelve months ended February28, 2008, has been compiled on the same basis for comparative purposes.

U-shin reported revenue of JPY 70,772 million for the twelve months ended February 28, 2009, compared to JPY 77,963 million for thesame period last year, as a result of difficult market conditions in both the automotive industry and the industrial equipment market.The net loss for the twelve months ended February 28, 2009 of JPY 282 million compared to a net profit of JPY 339 million for the sameperiod a year earlier, which was favorably impacted by gains on the disposal of investment securities of JPY 1,136 million.

Based on its management projections under J-GAAP, and following a difficult 1st quarter of the fiscal year ending November 30, 2009,U-shin lowered its outlook for the first half of the fiscal year, projecting revenue of JPY 24,000 million versus JPY 29,000 millionpreviously. U-shins full year outlook includes revenue of JPY 60,000 million and a break-even net result.

U-shin Ltd.

Headquarters: Japan Industry: Automotive Components - Electronics Components Segment Tokyo Stock Exchange ticker: 6985.T Total Shares Outstanding: 31,995,502 RHJI ownership as of March 31, 2009: 20.0% (6,400,000 shares) Acquisition price per share (April 13, 2006): JPY 1,244 Closing share price on March 31, 2008: JPY 401 Closing share price on March 31, 2009: JPY 259

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3. Condensed Consolidated Financial Statements for the fiscal yearended March 31, 2009

Results of operations

Consolidated income statement for fiscal year ended March 31


2009 2008 2009 2008

Continuing operationsRevenue 397,300 550,066 3,028.9 4,193.5Cost of sales (362,480) (488,741) (2,763.4) (3,726.0)

Gross profit 34,820 61,325 265.5 467.5

Selling, general and administrative expenses (47,961) (52,878) (365.6) (403.1)Amortization of intangible assets (6,718) (8,515) (51.2) (64.9)Impairment of property, plant, equipment and intangible assets (123,259) (29,444) (939.7) (224.5)Other income and expenses (11,041) (4,594) (84.2) (35.0)

Loss from operations (154,159) (34,106) (1,175.3) (260.0)

Finance income 53,969 5,869 411.4 44.7Finance expenses (38,700) (32,881) (295.0) (250.7)

Net financial income (expense) 15,269 (27,012) 116.4 (205.9)

Share of profit (loss) of equity accounted investees (net of income tax) (10,605) 858 (80.8) 6.5

Loss before income tax (149,495) (60,260) (1,139.7) (459.4)

Income tax benefit 6,232 186 47.5 1.4

Loss from continuing operations (143,263) (60,074) (1,092.2) (458.0)

Discontinued operationsProfit (loss) from discontinued operations (net of income tax) 11,992 (1,177) 91.4 (9.0)

Loss for the year (131,271) (61,251) (1,000.8) (467.0)

Attributable to:Equity holders of the parent (116,043) (33,221) (884.7) (253.3)Minority interest (15,228) (28,030) (116.1) (213.7)

Loss for the year (131,271) (61,251) (1,000.8) (467.0)

Earnings per share (in JPY and EUR)Basic and diluted (1,378) (390) (10.5) (3.0)Basic and diluted from continuing operations (1,522) (369) (11.6) (2.8)

Revenue for the fiscal year ended March 31, 2009 amounted to JPY 397,300 million, compared to JPY 550,066 million for the previousfiscal year, a 27.8% decrease, illustrating the severity of the economic downturn that particularly affected the Companys consolidatedautomotive subsidiaries.

Gross profit for the fiscal year ended March 31, 2009 amounted to JPY 34,820 million, representing 8.8% of revenue, compared to11.1% for the fiscal year ended March 31, 2008. The decrease in gross profit margin is driven by the significant decline in productionvolumes of the car manufacturers and the inability to reduce variable costs accordingly.

Selling, general and administrative expenses amounted to JPY 47,961 million for the fiscal year ended March 31, 2009, compared toJPY 52,878 million during the previous fiscal year. The selling, general and administrative expenses partly reflected the impact from

ongoing restructuring efforts that were deployed towards the end of the fiscal year ended March 31, 2009, including at the level of theCompanys operating cost structure, which is being gradually reduced to approximately JPY 3,500 million, compared to JPY 4,935million for the fiscal year ended March 31, 2009.

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Net other operating expenses amounted to JPY 11,041 million for the fiscal year ended March 31, 2009, compared to JPY 4,594 millionduring the previous fiscal year. The increase mainly results from non-recurring restructuring expenses of JPY 5,118 million at HIT andMetaldyne and JPY 1,403 million losses on disposal of certain of Metaldynes assets.

Loss from operations for the fiscal year ended March 31, 2009 of JPY 154,159 million, included amortization and impairment chargesof JPY 123,259 million, of which JPY 38,096 million were recognized in the consolidated financial statements only and which are notreflected in the consolidated subsidiaries income statement. Excluding those non-cash charges for both periods, the operating loss ofJPY 30,900 million for the fiscal year ended March 31, 2009, compared to an operating loss of JPY 4,662 million for the fiscal yearended March 31, 2008, again clearly reflecting the magnitude of the impact the economic recession had on the operating performanceacross all consolidated subsidiaries.

Assuming successful closing of the restructuring of Honsel and the purchase of certain assets from Metaldyne, the Company willrecord significant gains associated with the waiver of Honsels debt and the deconsolidation of Metaldyne. These gains are currentlyestimated at approximately JPY 57 billion or EUR 434.5 million.

Net financial income of JPY 15,269 million for the fiscal year ended March 31, 2009 included (a) a gain of JPY 30,552 million followingMetaldynes bond tender, (b) a gain of JPY 3,134 million resulting from the agreement between Chrysler and Metaldyne to cancel USD31.0 million of Metaldynes secured subordinated notes, (c) the gain of JPY 6,082 million from the cancelation of some of the preferredC shares at Asahi Tec and (d) a gain of JPY 3,370 million on the sale of a non-controlling minority investment. These gains were offsetby financial costs including (a) net interest expense of JPY 19,154 million from consolidated subsidiaries, (b) net foreign exchangelosses of JPY 7,345 million, and (c) JPY 1,136 million of fair value adjustments on certain financial assets. Last year, financial costsamounted to JPY 32,881 million, and included (a) interest expense of JPY 22,301 million, (b) foreign currency exchange losses of JPY7,438 million and (c) the write-off of previously deferred financing fees of JPY 2,526 million.

Income tax benefit for the fiscal year ended March 31, 2009 amounted to JPY 6,232 million, compared to JPY 186 million for theprevious fiscal year, and mainly resulted from the reversal of deferred tax liabilities of JPY 7,761 million following the impairment ofcertain tangible and intangible assets.

Discontinued operations reflect D&M and HITs Canadian operations. The result from D&M includes the net loss of JPY 999 millionfrom operations for the six months ended September 30, 2008 and the gain on disposal of JPY 11,073 million. The gain on disposal as

reflected in the Companys consolidated income statement consists of the gain of JPY 12,600 million over the acquisition cost less JPY1,527 million of income contributed by D&M to consolidated reserves from April 1, 2005 through the date of effective disposal. Thegain from the liquidation of HITs Canadian subsidiary, Amcan, amounted to JPY 1,918 million. The breakdown of discontinuedoperations for the fiscal years ended March 31, 2009 and 2008 is as follows:

Discontinued operations for year ended March 31


2009 2008 2009 2008

Revenue 49,553 120,206 377.8 916.4Cost of sales (30,372) (76,140) (231.5) (580.5)

Gross profit 19,181 44,066 146 335.9

Selling, general and administrative expenses (17,948) (36,817) (136.8) (280.7)Other income (expense) (1,502) (4,333) (11.5) (33.0)Gain on sale 12,991 - 99.0 -

Profit from operations 12,722 2,916 97.0 22.2

Net financial expense (729) (1,090) (5.6) (8.3)Share of loss of equity accounted investees (net of income tax) - (55) - (0.4)

Profit before income tax 11,993 1,771 91.4 13.5

Income tax expense (1) (2,948) (0.0) (22.5)Profit (loss) for the year 11,992 (1,177) 91.4 (9.0)

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Loss for the fiscal year ended March 31, 2009 amounted to JPY 131,271 million, of which JPY 116,043 million is attributable to theequity holders of the parent company, compared to JPY 33,221 million for the fiscal year ended March 31, 2008. JPY 10,598 million oflosses applicable to the minority shareholders of HIT and Asahi Tec were attributed to the equity holders of the parent pursuant to theprovisions of IAS 27 that prevent losses to be allocated to the minority shareholders, except if they would have a binding obligation tocover such losses.

Liquidity and capital resources

Condensed consolidated balance sheet as of March 31


2009 2008 2009 2008

Non-current assets 220,496 405,729 1,681.0 3,093.2

Current assets 137,121 267,295 1,045.4 2,037.8

Total assets 357,617 673,024 2,726.4 5,130.9

Equity 40,320 166,898 307.4 1,272.4Minority interest 7,146 38,328 54.5 292.2Non-current liabilities 145,818 263,648 1,111.7 2,010.0Current liabilities 164,333 204,150 1,252.8 1,556.4

Total equity and liabilities 357,617 673,024 2,726.4 5,130.9

Condensed consolidated cash flow statement for fiscal year ended March 31

(In millions) 2009

JPY EUR

Continuing Discontinuing Total Continuing Discontinuing Total

Cash from operating activities (12,213) (6,037) (18,250) (93.1) (46.0) (139.1)Cash from investing activities 7,430 1,712 9,142 56.6 13.1 69.7Cash from financing activities 7,686 7,288 14,974 58.6 55.6 114.2

Net variance in cash and cash equivalents 2,903 2,963 5,866 22.1 22.6 44.7

Cash and cash equivalents at April 1, 2008 72,458 (181) 72,277 552.4 (1.4) 551.0

Effect of exchange rate fluctuation on cash held (3,026) (12) (3,039) (23.1) (0.1) (23.2)Exit of consolidation scope - (2,770) (2,770) - (21.1) (21.1)

Cash and cash equivalents at March 31, 2009 72,335 - 72,335 551.5 - 551.5

(In millions) 2008

JPY EUR

Continuing Discontinuing Total Continuing Discontinuing Total

Cash from operating activities 13,575 2,672 16,247 103.5 20.4 123.9Cash from investing activities (42,225) (10,922) (53,147) (321.9) (83.3) (405.2)Cash from financing activities (5,154) 5,200 46 (39.3) 39.6 0.4

Net variance in cash and cash equivalents (33,804) (3,050) (36,854) (257.7) (23.3) (281.0)

Cash and cash equivalents at April 1, 2007 106,570 2,981 109,551 812.5 22.7 835.2

Effect of exchange rate fluctuation on cash held (308) (112) (420) (2.3) (0.9) (3.2)

Cash and cash equivalents at March 31, 2008 72,458 (181) 72,277 552.4 (1.4) 551.0

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Cash flows

Consolidated cash flow from investing activities of continuing operations for the fiscal year ended March 31, 2009, included:

(a) the proceeds from the sale of assets, including D&M and a non-controlling minority investment (JPY 33,196 million);(b) dividends received amounting to JPY 916 million;(c) investments of JPY 3,153 million, including JPY 1,085 million in the newly formed joint venture in IT consulting with

Mitsubishi Corporation; and(d) net capital expenditures of JPY 22,885 million.

Cash flow from financing activities for the fiscal year ended March 31, 2009, mainly reflected the:

(a) increase of HITs debt by JPY 11,369 million resulting from (a) liquidity provided by certain of itscustomers and (b) the full draw down of the revolving credit facility;

(b) the repurchase of the Companys own shares (JPY 536 million).

Debt

Consolidated financial debt at March 31, 2009 amounted to JPY 189,011 million, compared to JPY 228,148 million on March 31, 2008.The decrease primarily resulted from (a) the successful bond tender at Metaldyne, reducing debt by JPY 30,422 million, net ofcustomer loans, (b) the cancellation of JPY 3,133 million senior subordinated notes of Metaldyne held by Chrysler and (c) thecancellation of JPY 6,082 million of preferred shares of Asahi Tec, also held by Chrysler.

Consolidated financial debt at March 31, 2009 and 2008, can be summarized as follows:

Payments due by period as of March 31

(In JPY millions) 2009 2008

Less than Between More than Less than Between More than1 year 1 and 5 years 5 years Total 1 year 1 and 5 years 5 years Total

Loans and borrowings. including the current portion 92,983 79,848 11,264 184,095 29,261 101,467 92,010 222,738Finance lease liabilities 2,251 2,575 90 4,916 2,118 3,083 209 5,410

Total 95,234 82,423 11,354 189,011 31,379 104,550 92,219 228,148

Total in EUR millions 726.0 628.4 86.6 1,441.0 239.2 797.1 703.0 1,739.3

Consolidated financial debt at March 31, 2009 and 2008, broken down by company, is as follows:

Payments due by period as of March 31 broken down by company

(In JPY millions) 2009 2008

Less than Between More than Less than Between More than1 year 1 and 5 years 5 years Total 1 year 1 and 5 years 5 years Total

Asahi Tec 5,765 62,388 11,213 79,366 7,329 44,520 65,608 117,457CME 1,240 217 - 1,457 220 297 - 517HIT 68,992 2,639 - 71,631 136 46,888 26,551 73,575Niles 18,502 9,683 141 28,326 23,019 4,662 60 27,741Phoenix Seagaia Resort 733 6,411 - 7,144 671 7,106 - 7,777Others 2 1,085 - 1,087 4 1,077 - 1,081

Total 95,234 82,423 11,354 189,011 31,379 104,550 92,219 228,148

Total in EUR millions 726.0 628.4 86.6 1,441.0 239.2 797.1 703.0 1,739.3

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Statement of KPMG, the Companys AuditorThe statutory auditor, KPMG Bedrijfsrevisoren - Rviseurs dEntreprises, represented by Benoit Van Roost, has confirmed that theaudit procedures, which have been substantially completed, have not revealed any material adjustments which would have to be madeto the accounting data included in the Companys annual announcement.

For further information please contact:

Arnaud DenisInvestor Relations DirectorTel: +32 2 643 60 13

E-mail: [email protected]

This press release contains certain forward-looking statements concerning the Company's operations, economic performance and financial condition. Such forward-lookingstatements are based on managements current expectations, estimates and projections and are subject to a number of assumptions and involve known and unknown risks,uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performanceor achievements expressed or implied by such forward-looking statements. The Company has no obligation to publicly update or release any revisions to these forward-lookingstatements to reflect events or circumstances after the date of this press release.

About RHJ International:

RHJ International (Euronext: RHJI) is a limited liability company incorporated under the laws of Belgium, having its registeredoffice at Avenue Louise 326, 1050 Brussels, Belgium. It is a diversified holding company focused on creating long-term value for

its shareholders by acquiring and operating businesses.For further information visit: www.rhji.com.

PRESS RELEASE

rhij press release 31 march 2009 en

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