ANNUAL REPORT

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31. OPERATING LEASES Non-cancellable operating lease rentals are payable as follows: (In JPY millions) 2009 2008 Less than one year 1,519 1,390 Between one and five years 2,125 2,071 More than five years 146 106 Total 3,790 3,567 The operating leases are mainly long-term rental contracts of cars, machinery and equipment. Under the terms of the lease agreements, no contingent rents are payable. At March 31, 2009 and 2008, Metaldyne had an outstanding payable of JPY 2,663 and JPY nil million, respectively, related to a sale-and-leaseback transaction in addition to the operating lease payments. Future minimum lease payments for property leased out under operating leases, is as follows: (In JPY millions) 2009 2008 Less than one year 4,863 4,235 Between one and five years 9,681 12,154 More than five years 5,551 6,028 Total 20,095 22,417 32. CAPITAL COMMITMENTS As at March 31, 2009 and 2008, Asahi Tec and HIT had aggregate commitments to purchase capital equipment amounting to respectively JPY 9,858 and JPY 2,502 million. 33. CONTINGENCIES At March 31, 2009, the Company is subject to claims and litigation in the ordinary course of its business but does not believe that any such claim or litigation will have a material impact on the financial results of the Company. 34. RELATED PARTIES 34.1. Identity of related parties The Company has related party relationships with its consolidated businesses and business accounted for under the equity method (see note 35), with its Directors and Senior Management, and with Ripplewood Holdings LLC and affiliates. 34.2. Transactions with directors and senior management Total remuneration of executive management is included in “Personnel expenses” (see note 11). During the fiscal year ended March 31, 2009, and pursuant to his agreement with RHJI, the Chief Executive Officer, Mr. Fischer, received aggregate fixed compensation of JPY 14 million, variable compensation related to his performance for the fiscal year ended March 31, 2008, of JPY 216 million, and other remuneration, including private aircraft usage pursuant to his employment agreement, of JPY 109 million. Subsequent to the fiscal year-end, the Board of Directors awarded Mr. Fischer a bonus of JPY 219 million related to his performance for the fiscal year ended March 31, 2009. Awards made to Mr. Fischer under RHJI's equity-based compensation plan are described in note 27. The compensation of the members of RHJI's executive management, other than Mr. Fischer can be broken down as follows: (In JPY millions) 2009 2008 Aggregate fixed compensation 231 327 Aggregate variable compensation 206 498 Aggregate other remuneration in the form of pensions, insurance coverage and other fringe benefits, including allowances The members of RHJI’s executive management other than Mr. Fischer were awarded 177,880 restricted stock units under the equity-based compensation plan adopted by the Board of Directors, on October 1, 2007. Terms and conditions of the restricted stock unit plan are described in note 27. Total share-based compensation expense associated with the awards to the members of executive management, other than Mr. Fischer, amounted to JPY 103 and 84 million for respectively the fiscal years ended March 31, 2009 and 2008. On April 1, 2009, as part of the bonus award for the fiscal year ended March 31, 2009, the members of RHJI's executive management were awarded a further 563,380 restricted stock units under the same equity-based compensation plan. Non-executive directors received benefits of JPY 192 million and JPY 190 million for the fiscal year ended March 31, 2009 and 2008, respectively. 34.3. Other related party transactions 23 29 Total 460 854 As at March 31, 2009 and 2008, net payables of JPY 14 million and JPY 104 million, respectively, to Ripplewood Holdings LLC ("Ripplewood") were outstanding as a result of operating costs and out of pocket expenses. A total expense of JPY 105 million was recognized from Ripplewood during the fiscal year ended March 31, 2009, compared to JPY 239 million during the fiscal year ended March 31, 2008. The transactions with Ripplewood are at arm's length. 94
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 2009 35. GROUP ENTITIES 35.1. Fully consolidated subsidiaries Country of incorporation Direct interest ownership Indirect interest ownership Asahi Tec Corporation Japan 60.1 % - Asahi Service Co., Ltd. Japan - 60.1 % Asahi Tec Aluminium (Thailand) Co., Ltd. Thailand - 60.1 % Asahi Tec Environmental Solutions Corporation Co., Ltd Japan - 60.1 % Asahi Tec Metals (Thailand) Co., Ltd. Thailand - 60.1 % Asahi Tec Service Co., Ltd. Japan - 60.1 % Asahi Tec Tohoku Sales Co., Ltd. Japan - 60.1 % ER Acquisition Corp. USA - 60.1 % GMTI Holding Company USA - 60.1 % Guangzhou Asahi Dongling Research & Development Co., Ltd. China - 30.7 % Halyard Aviation Services, Inc. USA - 60.1 % Hoei Industrial Co., Ltd. Japan - 37.4 % Holzer Limited United Kingdom - 60.1 % MascoTech Saturn Holdings Inc. USA - 60.1 % MASG Disposition, Inc. USA - 60.1 % MASX Energy Services Group, Inc. USA - 60.1 % Metaldyne (Suzhou) Automotive Components Co., Ltd. China - 60.1 % Metaldyne Asia, Inc. USA - 60.1 % Metaldyne Chassis Manufacturing (Hangzhou) Co., Ltd. China - 60.1 % Metaldyne Company LLC USA - 60.1 % Metaldyne Componentes Automotivos do Brasil Ltda Brazil - 60.1 % Metaldyne Driveline Co., LLC USA - 60.1 % Metaldyne DuPage Die Casting Corporation USA - 60.1 % Metaldyne Engine Co., LLC USA - 60.1 % Metaldyne Engine Espana, S.L. Spain - 60.1 % Metaldyne Engine Holdings, S.L. Spain - 60.1 % Metaldyne Europe S.a.r.l. Luxembourg - 60.1 % Metaldyne Europe, Inc. USA - 60.1 % Metaldyne GmbH Germany - 60.1 % Metaldyne Grundstucks GbR Germany - 57.0 % Metaldyne Holdings LLC USA - 60.1 % Metaldyne Hong Kong Limited Hong Kong - 60.1 % Metaldyne Industries Limited India - 30.7 % Metaldyne Intermediate Holdco, Inc. USA - 60.1 % Metaldyne International (UK) Ltd United Kingdom - 60.1 % Metaldyne International Deutschland GmbH Germany - 60.1 % Metaldyne International France SAS France - 60.1 % Metaldyne International Holdings B.V. Netherlands - 60.1 % Metaldyne International Sales, Inc. Barbados - 60.1 % Metaldyne International Spain, S.L. Spain - 60.1 % Metaldyne Korea Limited Korea - 60.1 % Metaldyne Lester Precision Die Casting, Inc. USA - 60.1 % Metaldyne Light Metals Company, Inc. USA - 60.1 % Metaldyne Machining and Assembly Company, Inc. USA - 60.1 % Metaldyne Machining and Assembly Mfg. Co. (Canada) Ltd. Canada - 60.1 % Metaldyne Mauritius Limited Mauritius - 60.1 % Metaldyne Mexico, S.A. de C.V. Mexico - 60.1 % Metaldyne Netherlands Holdings B.V. Netherlands - 60.1 % 95
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ANNUAL REPORT Year Ended March 31,
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PART I LETTER TO SHAREHOLDERS AND B
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Support to our portfolio companies
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The evolution of the book value of
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Consolidated Financial Statements F
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Asahi Tec Corporation • Headquart
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RHJI's purchase agreement to buy ce
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Honsel International Technologies S
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Niles Co., Ltd. • Headquarters: J
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Columbia Music Entertainment, Inc.
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Phoenix Resort K.K. • Headquarter
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Shaklee Global Group, Inc. • Indu
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PART II FINANCIAL STATEMENTS FOR TH
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FINANCIAL STATEMENTS FOR THE FISCAL
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Page 131 and 132: Co-ordination and Production : IPAC
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ANNUAL REPORT

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