Asset Managers Holdings

Corporate Presentation
April 17, 2009 2008 Full Year Summary
9 Focus on Cashflow
9 Successful Asset Dispositions
9 Repayment of Corporate Debt
9 Highly Secure Balance Sheet
9 CB Restructuring
9 Gains in Operating Efficiency
9 Earnings Projections for Fiscal Year 2009

 Forward Strategy
9 Match Actions to Market Fundamentals
9 Expansion of Asset Management Business
9 New Fee Businesses
9 Further Actions to Drive Corporate Value
9 Corporate Restructuring and Cost Reduction

 Appendices： Financial & Real Estate Data2

FY2008 Full Year Summary3

Focus on Cashflow
 C/F and B/S Far More Important than P/L Operating Cashflow Strongly Positive
 Maximize Cash Position and Liquidity
 Fully Write-Down All Assets in 2009, Return to Profitability in 2010
 Dramatically Decrease Risk Profile through Slimmed B/S(Billion yen)

＋17.8
＋38.4

Consolidated
Operating Cashflow＋17.8＋5.2＋23.0
Consolidated
Operating Cashflow＋21.4

FY2007

Consolidated
Operating Cashflow
△20.6

△20.6

First 9 months ofFY2008

FY20084

Successful Asset Dispositions

JPY20.1B in Asset Sales in FY2008(Billion yen)

20.1
17.7
PrivateEquity
4.4＋0.3（2 Overseas）
Overseas）

PrivateEquity4.7＋2.1（3 Offices、Offices、2 Others）
Others）
Real Estate
13.3

First 9 months ofFY2008

Real Estate
15.4

Breakdown
Domestic：24
Overseas:3
Breakdown
Office：4
Residential:13
Commercial：3
Development：1
Other：3

FY2008*Pro Forma Consolidated Basis: Asset Managers, Asset Managers International, Asset Investment Advisors, & Asset Managers Holdings
5

Repayment of Corporate Debt
△ 38.6
TotalBorrowings
75.2(Billion yen)

Repayment △57.6
New Borrowings & Refinance +25.5
Redemption of Asset Investors CB △4.0
Deconsolidation of former subsidiaries：
subsidiaries：- Asset Investors △1.5- Asset Operators △1.4

Short-term
Debt
44.0

Long-term
Debt
14.1

Total
Borrowings
32.9
Short-term
Debt
15.5
Long-term
Debt
8.0

CB
17.0

CB
13.0

FY2007

FY2008*Consolidated Basis
6

Highly Secure Balance Sheet Early Adoption of Lower of Cost or Market Accounting for Real Estate. WriteDown Assets to the Smaller of Appraisal Value or Market Price as of Feb. 2009
 Full Elimination of Unrealized B/S Losses, Conservative Marks Mean Low
Possibility for Further Loss(Billion yen)
Total Net Loss 48.1

2.9
Real Estate
Write-Down△24.0

Equity54.2

Evaluation
LossesDomestic PE
Write-Down
△9.7

45.2
Overseas PE
Write-Down
△8.9

45.2

Majority ofDTA Write-Down△2.6

FY2008 losses
are non-cash
Equity9.0

Before WriteWriteDown

After WriteWriteDown
7

CB Restructuring Restructured CB Terms with Noteholders and Shareholders Approval
9 Reduction of principal payable upon exercise of Noteholders’ accelerated
redemption put in March 2009 to 50%
9 Extension of CB maturity by one year to 2012/3/17
9 Reduction of principal at maturity to 90%
9 Elimination of Company’s accelerated redemption call right
9 Reduction of share conversion price to 8170 (2009/1/16 closing shareprice) With Full Conversion, a JPY13B Liability Will Become Shareholder
EquityEquity Ratio 17.0％
Equity Ratio 45.2％

Assets52.1

Liabilities
43.1
CB 13

Equity9.0
February 2009

Liabilities
30.1
Assets52.1

CB 13

Equity22.0
After Conversion
8

Gains in Operating Efficiency
 Consolidated Tax Accounting from FY2010 to Use Tax Loss CarryForwards Creates Highly Efficient Tax Structure Corporate Cost Structure Cut Nearly in Half Disposition of Non-Core Operations and Reduction of Subsidiaries
99Asset Investors
Overseas subsidiaries

 Re-absorption of Asset Managers and Asset Managers International
Back into Parent to Eliminate Managerial Duplication and Reduce Costs【Decrease in Consolidated Subsidiaries and SPCs】

Domestic

As of Feb. 2008

As of Feb. 2009

diff.

149△ 5

OperatingOverseas
CompanyTotal

107△ 32416△8Domestic

5736△21Overseas4541△4Total

10277△25SPC9Earnings Projections for Fiscal Year 2009

【Pro Forma】(Billionyen)
2009

2008

10.2

12.7

△ 17.8

3.9

10.6

2.3

Operating Profit/Loss△ 28.3

1.6

Ordinary Income/Loss△ 28.31.0

Net Income/Loss△ 47.9

1.2

Sales
Gross Profit
SGA【Consolidated】
2008

2009

50.4

18.2

△ 30.0

5.6

16.2

3.4

Operating Profit/Loss△ 46.2

2.2

Ordinary Income/Loss△ 54.1

1.4

Net Income/Loss△ 48.2

1.0

Sales
Gross Profit
SGA10

Forward Strategy

11Match Actions to Market Fundamentals
Post-Lehman Failure

BuyersSellers【Equity Investors】
・Holding off new investments while monitoring market
・Leverage difficult due to absence of lending【Lenders】
・Negative lending environment amidst collapse of credit
・Non-recourse loans almost non-existing

AMH

・Continued asset sales through 2008
・Significant shrinkage of B/S・Capital strengthening & support from Ichigo

Peers・Asset sales have been problematic for some・Bankruptcies have continued

Desired Cap Rate

Huge spread
Poor liquidity

・Refinance made difficult by decreased collateralvalues, defaults increase・Significant gap between bids and offers

Desired Cap Rate

Buyers【Real Estate Market Activity】
・Sellers not wanting to take losses, few sales

・Fears of going negative equity or hitting risk
capital limits also slowing sales activity

Sellers【Equity Investors】
・Opportunistic “full equity” investors most active
・Beginning availability of leverage driving some demandCurrent【Lenders】
・Non-recourse available for good properties in Tokyo

AMH

・Secure B/S now in place
・Successful restructuring of CB
・Shift to pro-active, stable growth strategy

Peers・Some still facing cashflow, B/S challenges
・Decrease in market participants

Desired Cap Rate
Closing of gap
Liquidity emerging
Desired Cap Rate

【Real Estate Market Activity】
・Data in FY2009 earnings announcements suggest
actual sales relative to cashflow requirements
have been low and thus a certain amount of
distressed sale activity appears inevitable
・Expect accelerated sales activity as refinancing
dates approach

Opportunity to match Buyers & Sellers
Decrease in market participants advantages AMH

12

Expansion of Asset Management Business New Fund Development
9999With debt markets beginning to recover, opportunistic investment possibilities emerging
In discussions with several potential partners for new residential fundWorking with Ichigo Asset Management to source new clients
Signed real estate advisory agreement with IPC Corporation Ltd.

IPC was incorporated in Singapore on May 8, 1985 and has been listed on the Mainboard of the SGX-ST since May 21, 1993. The primarybusiness of IPC and its group companies is real estate investment, development, and holdings. IPC has been exploring investment
opportunities in investment markets, primarily in Asia as well as in North America and Europe, and judges that the current real estate market in
Japan offers an ideal opportunity for achieving maximum investment returns.

 Rescue AM
9Receiving considerable incoming requests from financial institutions looking to switch out of AM firms
in financial difficulty⇒ Since Nov. 2008 have had enquiries on about ten potential transactions with size c. JPY50B⇒ Of this total, have taken on two funds with size c. JPY10B

 Mezzanine Fund Opportunities Also Emerging
999

Seeking to serve as arranger for mezzanine coverage on the portions of senior loans that have been
negatively impacted by reduced real estate collateral values, and address the potential damage tobanks’ risk asset weightings and their non-performing loan ratios
Fee revenue via both fund fees and asset management fees for the underlying properties
Currently in discussions with several potential partners

13New Fee Businesses
 Real Estate Advisory Contracts Signed in Partnership with Toyoda D&C
Co. Ltd.
999Dec. 2008 K.T. Store Management Co. Ltd. (Kanagawa Toyota Group)Jan. 2009 Aiichi Rikuun Co. Ltd.
Apr. 2009 Netz Toyota Tokyo Higashi Saitama CorporationToyoda D&C is a company founded by Mr. Hiroyuki Toyoda (Managing Director), fifth generation descendant of Mr. Sakichi
Toyoda, founder of the Toyota Group, and is currently engaged in the following three core businesses for distributors and other affiliates ofToyota Motor and Hino Motors, as well as other non-affiliated companies and schools: (1) design and CM (construction management)
business; (2)FM (facility management) business; and (3) real estate brokerage and effective real estate utilization support business, providing
a comprehensive package of support services concerning real estate, building construction and their management and maintenance. Toyoda
D&C and Asset Managers launched their business tie-up in December 2008.

 New Advisory Business Combining Real Estate & Finance Expertise
9New advisory group will generate fees as a finance arranger, M&A advisor,and NPL broker

14

Further Actions to Drive Corporate Value Synergistic M&A to Drive Profitability
9 Targets include private real estate fund management companies, real-estate fee
businesses (property management, building management), REIT managementcompanies, etc.

 Value-Up Strategies to Grow Asset Value on Existing Assets
9 Drive higher disposition values
9 Continue refinancing where appropriate to match asset sales to improved saleenvironment

 Continued Strengthening of B&S and Profit Structure9 Prime focus on cashflow
9 Low-cost operating structure to dramatically lower break-even busines level andincrease profitability

15

Corporate Restructuring and Cost Reduction

Significant cost reductions and streamlined operating structure
Forward Group Operating Structure

AMH（Real Estate, M&A, etc.)* Will absorb Asset Managers International Co., Ltd.
and Asset Managers Co., Ltd. on June 1, 2009

Acquire synergistic fee businesses■ Continuing wind down of principal
investment businesses■ Introducing consolidated tax
accounting to deploy tax assets
in highly efficient tax structure■ Building out fee businesses within
operating holding company

AIA(Asset Management）

A

B

C

AMH ： Asset Managers Holdings Co., Ltd. Group operating holding company
AIA ： Asset Investment Advisors Co., Ltd. Japanese real estate asset manager
16

Appendix （Pro Forma Financial Data）

17

Pro Forma Corporate Balance Sheet
Shrank B/S via Asset Sales and Repayment of Borrowings（million yen）

Feb-08Change toFeb 2009

Feb-09Assets111,158

45,986△ 65,172

Cash

10,8684,453△ 6,415

Investment (Real Estate)

9,621
9,316

△ 30,287

Investment (Domestic PE)

39,90821,888Investment (Overseas PE)

18,421

9,912△ 8,509

Real Estate Held for sale

9,162
3,522

△ 4,865

Other

14,027
6,046

Liabilities

63,62338,184△ 25,439

Interest Bearing Debt

44,763

19,915△ 24,848

CB

13,000
5,269

0

Other

13,000
5,860

△ 591

Net Assets

47,535

7,802△ 39,733△ 12,572△ 2,524*Pro Forma Consolidated Basis: Asset Managers, Asset Managers International, Asset Investment
Advisors, & Asset Managers Holdings

18

Pro Forma Corporate P&L

Primary FY2008 Earnings Driver was Write-Down of Assets to Eliminate
Unrealized Losses and Allow Return to Profitability in FY2009(million yen)Feb-09
Sales
Cost of sales

10,21027,994Gross profit△ 17,784

SG&A

10,550△ 28,3340△ 28,334△ 16,738△ 45,072

Operating income （△loss）
Non-operating items
Ordinary income （△ loss）
Extraordinary items
Pre-tax income （△loss）

2,781

Tax
Minority Interests in consolidated subsidiaries
Net income (△loss）△ 47,853【Cost of Sales】
・Write-Down of Real Estate 20.8bn
・Write-Down of Operating Investments 2.5bn【SG&A】
・Allowance for Bad Debts 6.6bn【Extraordinary Items】•Write-Down of Securities Investments 1.6bn•Loss on Sale of Securities Investments 0.7bn•Allowance for Bad Debts 1.7bn•Write-Down of Subsidiaries 9.3bn•Debt Waiver to Subsidiaries 2.0bn*Pro Forma Consolidated Basis: Asset Managers, Asset Managers International, Asset Investment
Advisors, & Asset Managers Holdings

19Appendix （Consolidated Financial Data）

20

Consolidated Balance Sheet

Shrank B/S via Asset Sales and Repayment of Borrowings（million yen）

Feb-08Change toFeb 2009

Feb-09Assets264,681

140,875△ 123,806

Cash33,113

18,449△ 14,664

Securities investments

37,923

11,779△ 26,144Inventories

156,531

97,184△ 59,347

Property and equipment

6,530

3,500

△ 3,030

Investments in securities

6,500
3,463

△ 9,407

Other

15,907
14,677△ 11,214

Liabilities

188,098

127,929△ 60,169

Interest-Bearing Debt（except non-recourse loans）

58,267

23,608△ 34,659

Non-recourse loans

98,03478,648△ 19,386

CB

17,02513,000△ 4,025

Other

14,772

12,673△ 2,099

Net Assets

76,583

12,945△ 63,638

Shareholders' Equity

52,1238,724△ 43,399

Minority Interest and other

24,4604,221△ 20,239

21

Consolidated AssetsContinuing to Sell Assets in FY2009（million yen）

Feb-08AmountOutsideinv estors’interests

TheCompany’sinterests(B)TheCompany’sinterests
Change(B-A)---

Feb-09Outs ide
investors’interests

TheCompany’sinterests (A)AmountCash33,113--18,449Securities investments

37,923

3,054

34,869

11,7790

11,779△ 23,090

4,763

0

4,763

1,592

0

1,592

△ 3,171

Domestic Real Estate
Liste d domestic companies

5,390

145

5,245

466

0466

△ 4,779

Unlisted domestic companies

11,131

2,049

9,082

3,921

03,921△ 5,161

Liste d overseas companies

7,909

860

7,049

1,683

01,683△ 5,366

8,730

0

8,730

4,118

04,118△ 4,612

156,531103,51153,02097,18478,041

19,138△ 33,882

Domestic Real Estate

149,739

100,935

48,804

91,21875,74 815,470△ 33,334

Unlisted overseas companies

Inventories

Overseas real estate

3,156

2,576

580

2,780

2,29 3487△ 93

Domestic private equity

3,636

0

3,636

3,186

0

3,186

△ 450

Securities investments (Long-term)

15,9070

15,9076,500

06,500△ 9,407

Investments in domestic companies4,4050

4,405593

0592△ 3,813

Investments in overseas domestic c

10,1140

10,114

5,668

05,668△ 4,446

Others1,388

01,3882400240△ 1,148-

2,029

726-

726

△ 1,303

Loans

2,029
900-

2,029

270-

270

△ 1,759

1,129-

2,029

456-

456

△ 1,573

Others19,178--6,237--

Total assets

264,681-

105,825

140,875-

38,143

Domestic Real Estate
Investments in domestic companies△ 67,682

22Consolidated P&L

Primary FY2008 Earnings Driver was Write-Down of Assets to EliminateUnrealized Losses and Allow Return to Profitability in FY2009（million yen）

Feb-08
Sales
Cost of sales
Gross profit
SG&A
Operating income （△loss）
Non-operating items
Ordinary income （△loss）
Extraordinary items
Pre-tax income （△loss）
Tax
Minority Interests in consolidated subsidiaries
Net income (△loss）

70,833
41,29229,541
13,265
16,276△ 2,639
13,6372,344
15,982
4,735
5,740
5,505

Feb-0950,44480,408△ 29,963
16,207△ 46,170△ 7,945△ 54,115△ 5,090△ 59,205
2,882△ 13,916△ 48,171【Cost of Sales】
・Write-Down of Real Estate 32.2bn
・Write-Down of Operating Investments 12.9bn【SG&A】
・Allowance for Bad Debts 4.2bn【Non-Operating Items】
・Equity Loss 4.8bn
・Interest Expense 3.4bn【Extraordinary Items】
・Write-Down of Securities Investments 2.8bn
・Loss on Retirement of Fixed assets 0.2bn
・Loss on Sale of Securities Investments 0.7bn

23Appendix (Real Estate)24

Assets Under Management (Domestic Real Estate)

Assets Under Management(billion yen)

Feb 2004

Feb 2005

Feb 2006

Feb 2007

Feb 2008

Feb 2009

Development

64.6

111.7

151.3

211.1

161.0

105.8Completed

32.6

66.3

123.3

257.0

335.0

320.7

Total

97.2

178.0

274.6

468.1

496.0

426.5

(billion yen)

500.0
450.0
400.0
350.0
300.0
250.0

Completed
Development

200.0
150.0
100.0
50.0
2009
Fe
b2008
Fe
b2007
Fe
b2006
Fe
b2005
FebFe
b20040.0*AUM does not include Asset Managers’ own direct real estate investments

25

Domestic Real Estate Funds by Property Typeby Valueby Number of Buildings

Other, 2.8%#of Bldgs.
Nursing Homes, 1.5%
OfficeResidential, 9.9%
Mixed, 12.4%
Commercial
13.6%Office, 31.7%

Commercial
Development, 28.1%

Nursing Homes, 8Development

Other, 6Office, 42

Residential, 33

Mixed
Residential
Nursing Homes

Mixed, 13Commercial Development, 98

Other

9 Primary Focus on Office, but Considerable Experience across All Property Categories
9 Strong Track Record of Returns for Clients26

Domestic Real Estate Funds by Location

by Value

by Number of Buildings#of Bldgs.

Sendai, 2.0%
Kanto, 1.9%
Nagoya, 1.6%
Fukuoka, 5.4%
Osaka, 8.2%

Other, 5.9%

Tokyo, 75.0%

TokyoOsaka
Fukuoka
NagoyaKanto
Sendai
Other

Sendai 3Tokyo63Kanto 8
Nagoya 4
Osaka 9Fukuoka 15
Other 1727

These materials were prepared to explain the Company’s businesses and are not for the purpose of soliciting
investment in marketable securities issued by the Company. The Company does not guarantee the accuracyof the figures, information, estimates or other statements included herein, and accepts no responsibility fordamages or losses arising through the use of the figures, information, estimates or other statements
contained herein.
These materials are also based upon information available as of February 28, 2009, and contain forwardlooking statements pertaining to the Company’s expectations, targets, plans and strategies. Such forwardlooking statements are not facts, but are the result of management’s judgment based on information
available as of this date. Actual operating results or developments concerning the Company may differ
substantially from those indicated by forward-looking statements. The information enclosed is also subject torevision without prior notice.

【Contact】
Asset Managers Holdings Co., Ltd.
Business Planning & Investor Relations Department
TEL：+81-3-3502-4818 FAX：+81-3-3502-4801
E-mail： mail@assetmanagers.co.jp
www.assetmanagers.co.jp

28