##### Table of Contents



UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 
 (Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year endedMarch 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from          to
 Commission file number 1-15240
 JAMES HARDIE INDUSTRIES N.V.
 (Exact name of Registrant as specified in its charter)
 N/A
 (Translation of Registrants name into English)
 The Netherlands
 (Jurisdiction of incorporation or organization)
 Atrium, 8 th floor  Strawinskylaan 3077  1077 ZX Amsterdam, The Netherlands
 (Address of principal executive offices)
 Russell Chenu
 (Contact name)
 31 20 301 2980 (Telephone)
    
    31 20 404 2544 (Facsimile)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class:
    
    Name of each exchange on which registered:Common stock, represented by CHESS Units of Foreign Securities
    
    New York Stock Exchange*CHESS Units of Foreign Securities
    
    New York Stock Exchange*American Depositary Shares, each representing five units
    
    New York Stock Exchangeof CHESS Units of Foreign Securities
 
 *
    
    Listed, not for trading, but only in connection with the registered American Depositary
Shares, pursuant to the requirements of the Securities and Exchange Commission Securities registered or to be registered pursuant to Section 12(g) of the Act.
  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
   þ o
 o þ
  þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  U.S. GAAP þ
    
    International Financial Reporting Standards as issued
    
    Other oby the International Accounting Standards Board o
  o o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    
    2Item 1. Identity of Directors, Senior Management and Advisers
    
    
    2Item 2. Offer Statistics and Expected Timetable
    
    
    2Item 3. Key Information
    
    
    2Item 4. Information on the Company
    
    
    24Item 4A. Unresolved Staff Comments
    
    
    49Item 5. Operating and Financial Review and Prospects
    
    
    50Item 6. Directors, Senior Management and Employees
    
    
    69Item 7. Major Shareholders and Related Party Transactions
    
    
    105Item 8. Financial Information
    
    
    107Item 9. Listing Details
    
    
    107Item 10. Additional Information
    
    
    109Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    122Item 12. Description of Securities Other Than Equity Securities
    
    
    124PART II
    
    
    124Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    124Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds
    
    
    124Item 15. Controls and Procedures
    
    
    124Item 16A. Audit Committee Financial Expert
    
    
    127Item 16B. Code of Business Conduct and Ethics
    
    
    127Item 16C. Principal Accountant Fees and Services
    
    
    127Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    128Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    128Item 16F. Change in Registrants Certifying Accountant
    
    
    128Item 16G. Corporate Governance
    
    
    129Item 17. Financial Statements
    
    
    129PART III
    
    
    129Item 18. Financial Statements
    
    
    129Item 19. Exhibits
    
    
    129EX-8.1EX-12.1EX-12.2EX-13.1EX-15.1EX-15.2EX-15.3
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##### Table of Contents



PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 In this annual report, unless the context otherwise indicates, James Hardie Industries N.V., a
naamloze vennootschap, or a Dutch public limited liability company incorporated and existing
under the laws of The Netherlands, is referred to as JHI NV. JHI NV together with its direct and
indirect wholly owned subsidiaries as of the time relevant to the applicable reference, are
collectively referred to as the James Hardie Group. JHI NV and its current direct and indirect
wholly owned subsidiaries are collectively referred to as we, us, our, JHI NV and its wholly
owned subsidiaries or the Company.
 The term fiscal year refers to our fiscal year ended March 31 of such year; the term dollars,
US$ or $ refers to U.S. dollars; the term A$ refers to Australian dollars; and the term NZ$
refers to New Zealand dollars. Unless otherwise stated, all amounts in A$ have been converted into
US$ at the March 31, 2009 exchange rate of A$1.4552 to $1.0000. The term msf or thousand square
feet refers to thousands of square feet, where a square foot is defined as a standard square foot
of 5/16 thickness and the term mmsf or million square feet refers to millions of square feet,
where a square foot is defined as a standard square foot of 5/16 thickness.
 As a company incorporated under the laws of The Netherlands, we have listed our securities for
trading on the Australian Securities Exchange, or ASX, through the use of the Clearing House
Electronic Subregister System, or CHESS, via CHESS Units of Foreign Securities, or CUFS. CUFS are a
form of depositary security that represents a beneficial ownership interest in the securities of a
non-Australian corporation. Each of our CUFS represents the beneficial ownership of one share of
common stock of JHI NV, the legal ownership of which is held by CHESS Depositary Nominees Pty Ltd.
The CUFS are listed and traded on the ASX under the symbol JHX.
 We have also listed our securities for trading on the New York Stock Exchange, or NYSE. We sponsor
a program, whereby beneficial ownership of five CUFS is represented by one American Depositary
Share, or ADS, which is issued by The Bank of New York. These ADSs trade on the NYSE in the form of
American Depositary Receipts, or ADRs, under the symbol JHX. Unless the context indicates
otherwise, when we refer to ADSs, we are referring to ADRs or ADSs and when we refer to our common
stock we are referring to the shares of our common stock that are represented by CUFS.
 On June 23, 2009, we filed a Form F-4 with the United States Securities and Exchange Commission
(which we refer to as the SEC) to move our domicile to Ireland in a two stage plan. A summary of
this proposed plan is discussed in Item 4, Information on the Company  Recent Developments.
 Selected Financial Data
   2




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##### Table of Contents



Fiscal Year ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(In millions except sales price per unit and per share data)Consolidated Statements of Operations Data:Net SalesUSA and Europe Fiber Cement (1)
    
    $
    929.3
    
    
    $
    1,170.5
    
    
    $
    1,291.2
    
    
    $
    1,246.7
    
    
    $
    974.3Asia Pacific Fiber Cement (2)
    
    
    273.3
    
    
    
    298.3
    
    
    
    251.7
    
    
    
    241.8
    
    
    
    236.1Total net sales
    
    $
    1,202.6
    
    
    $
    1,468.8
    
    
    $
    1,542.9
    
    
    $
    1,488.5
    
    
    $
    1,210.4Operating income (loss) (3)
    
    $
    173.6
    
    
    $
    (36.6
    )
    
    $
    (86.6
    )
    
    $
    (434.9
    )
    
    $
    196.2Interest expense
    
    
    (11.2
    )
    
    
    (11.1
    )
    
    
    (12.0
    )
    
    
    (7.2
    )
    
    
    (7.3
    )Interest income
    
    
    8.2
    
    
    
    12.2
    
    
    
    5.5
    
    
    
    7.0
    
    
    
    2.2Other expense (4)
    
    
    (14.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.3
    )Income (loss) from continuing operations
before income taxes
    
    
    155.8
    
    
    
    (35.5
    )
    
    
    (93.1
    )
    
    
    (435.1
    )
    
    
    189.8Income tax (expense) benefit
    
    
    (19.5
    )
    
    
    (36.1
    )
    
    
    243.9
    
    
    
    (71.6
    )
    
    
    (61.9
    )Income (loss) from continuing operations
    
    $
    136.3
    
    
    $
    (71.6
    )
    
    $
    150.8
    
    
    $
    (506.7
    )
    
    $
    127.9Net Income (loss)
    
    $
    136.3
    
    
    $
    (71.6
    )
    
    $
    151.7
    
    
    $
    (506.7
    )
    
    $
    126.9Income (loss) from continuing operations per
common share  basic
    
    $
    0.32
    
    
    $
    (0.16
    )
    
    $
    0.32
    
    
    $
    (1.10
    )
    
    $
    0.28Net Income (loss) per common share  basic
    
    $
    0.32
    
    
    $
    (0.16
    )
    
    $
    0.33
    
    
    $
    (1.10
    )
    
    $
    0.28Income (loss) from continuing operations per
common share  diluted
    
    $
    0.31
    
    
    $
    (0.16
    )
    
    $
    0.32
    
    
    $
    (1.10
    )
    
    $
    0.28Net Income (loss) per common share  diluted
    
    $
    0.31
    
    
    $
    (0.16
    )
    
    $
    0.33
    
    
    $
    (1.10
    )
    
    $
    0.28Dividends paid per share
    
    $
    0.08
    
    
    $
    0.27
    
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.03Weighted average number of common shares
outstandingBasic
    
    
    432.3
    
    
    
    455.0
    
    
    
    464.6
    
    
    
    461.7
    
    
    
    458.9Diluted
    
    
    434.5
    
    
    
    455.0
    
    
    
    466.4
    
    
    
    461.7
    
    
    
    461.0Consolidated Cash Flow Information:Cash flows (used in) provided by operating
activities
    
    $
    (45.2
    )
    
    $
    319.3
    
    
    $
    (67.1
    )
    
    $
    238.4
    
    
    $
    219.4Cash flows used in investing activities
    
    $
    (26.1
    )
    
    $
    (38.5
    )
    
    $
    (92.6
    )
    
    $
    (154.0
    )
    
    $
    (149.8
    )Cash flows provided by (used in) financing
activities
    
    $
    25.0
    
    
    $
    (254.4
    )
    
    $
    (136.4
    )
    
    $
    118.7
    
    
    $
    (27.2
    )Other Data:Depreciation and amortization (5)
    
    $
    56.4
    
    
    $
    56.5
    
    
    $
    50.7
    
    
    $
    45.3
    
    
    $
    36.3EBITDA (6)
    
    $
    230.0
    
    
    $
    19.9
    
    
    $
    (35.9
    )
    
    $
    (389.6
    )
    
    $
    232.5Capital expenditures (7)
    
    $
    26.1
    
    
    $
    38.5
    
    
    $
    92.1
    
    
    $
    162.8
    
    
    $
    153.0Volume (million square feet) (8)USA and Europe Fiber Cement (1)
    
    
    1,526.6
    
    
    
    1,951.2
    
    
    
    2,216.2
    
    
    
    2,244.4
    
    
    
    1,952.4Asia Pacific Fiber Cement (2)
    
    
    390.6
    
    
    
    398.2
    
    
    
    390.8
    
    
    
    368.3
    
    
    
    376.9Average sales price per unit (per thousand
square feet)USA and Europe Fiber Cement (1)
    
    $
    609
    
    
    $
    600
    
    
    $
    583
    
    
    $
    555
    
    
    $
    499Asia Pacific Fiber Cement (2)
    
    A$
    879
    
    
    A$
    862
    
    
    A$
    842
    
    
    A$
    872
    
    
    A$
    846
 3




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Fiscal Year ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(In millions except sales price per unit and per share data)Consolidated Balance Sheet Data:Net current assets (9)
    
    $
    149.7
    
    
    $
    183.7
    
    
    $
    259.0
    
    
    $
    150.8
    
    
    $
    180.2Total assets
    
    $
    1,898.7
    
    
    $
    2,179.9
    
    
    $
    2,128.1
    
    
    $
    1,445.4
    
    
    $
    1,088.9Total debt
    
    $
    324.0
    
    
    $
    264.5
    
    
    $
    188.0
    
    
    $
    302.7
    
    
    $
    159.3Common stock
    
    $
    219.2
    
    
    $
    219.7
    
    
    $
    251.8
    
    
    $
    253.2
    
    
    $
    245.8Shareholders (deficit) equity
    
    $
    (108.7
    )
    
    $
    (202.6
    )
    
    $
    258.7
    
    
    $
    94.9
    
    
    $
    624.7
 
 (1)
    
    On April 1, 2008, the Company realigned its operating segments by combining the previously
reported segments of USA Fiber Cement and Other into one operating segment, USA and Europe
Fiber Cement. USA and Europe Fiber Cement manufactures fiber cement interior linings, exterior
siding and related accessories products in the United States which are sold in the United
States, Canada and Europe.The segment also includes fiber cement manufactured and sold in Chile (through July 2005),
fiber reinforced concrete pipes manufactured and sold in the United States (through May
2008) and a roofing pilot plant in the United States (through fiscal year 2006). Our Chilean
business was sold in July 2005. Our roofing pilot plant was closed and the business ceased
operations in April 2006. Our Plant City, Florida Hardie Pipe Plant was closed and the
business ceased operations in May 2008.(2)
    
    Asia Pacific Fiber Cement includes all fiber cement manufactured in Australia, New Zealand
and the Philippines and sold in Australia, New Zealand, Asia, the Middle East (Israel, Kuwait,
Qatar and United Arab Emirates) and various Pacific Islands.(3)
    
    Operating income in fiscal year 2009 includes $17.4 million of favorable asbestos
adjustments; $0.7 million of Asbestos Injuries Compensation Fund (which we refer to as the
AICF) SG&A expenses; and $14.0 million of expenses related to the Australian Securities and
Investments Commission (which we refer to as ASIC). Fiscal year 2008 includes $240.1 million
of unfavorable asbestos adjustments; $4.0 million of AICF SG&A expenses; $5.5 million of ASIC
expenses; and $71.0 million of impairment charges. For fiscal years 2007, 2006 and 2005,
operating (loss) income includes Special Commission of Inquiry and other related expenses of
$13.6 million, $17.4 million and $28.1 million, respectively. In addition, operating loss in
fiscal year 2007 includes $405.5 million related to unfavorable asbestos adjustments.
Operating loss in fiscal year 2006 includes $715.6 million related to the establishment of an
asbestos provision and $13.4 million related to the impairment of our former roofing plant.
For additional information on the asbestos adjustments, AICF SG&A expenses and expenses
related to ASIC, see Item 5, Operating and Financial Review and Prospects and Notes 11 and
13 to our consolidated financial statements in Item 18. For additional information on the
impairment charges for fiscal years 2008 and 2006, see Item 5, Operating and Financial Review
and Prospects and Note 7 to our consolidated financial statements in Item 18.Operating income (loss) also includes restructuring and other operating income/expenses as
follows: (i) for fiscal year 2006, an $0.8 million loss related to the disposal of our
Chilean fiber cement business; and (ii) for fiscal year 2005, $6.0 million consisting of a
settlement loss of $5.3 million related to an employee retirement plan and a $0.7 million
loss on the sale of land in Sacramento, California.(4)
    
    Other expense for fiscal year 2009 consists of $14.8 million, which represents an
other-than-temporary decrease in the value of investments held by the AICF. Other expense for
fiscal year 2005 consists primarily of a $2.1 million impairment charge that we recorded on an
investment in a company that filed a voluntary petition for reorganization under Chapter 11 of
the U.S. bankruptcy code, partly offset by a $0.8 million gain on a separate investment. For
additional information on Other expense recorded in fiscal year 2009, see Item 5, Operating
and Financial Review and Prospects  Results of Operations.(5)
    
    Information for depreciation and amortization is for continuing businesses only. 4




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(6)
    
    EBITDA represents income from continuing operations before interest income, interest expense,
income taxes, other non-operating expenses, net, described in footnote four above, cumulative
effect of change in accounting principle, depreciation and amortization charges. The following
table presents a reconciliation of EBITDA to net cash (used in) provided by operating
activities, as this is the most directly comparable GAAP financial measure to EBITDA for each
of the periods indicated. Fiscal Years Ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(In millions)Net cash (used in) provided by operating activities
    
    $
    (45.2
    )
    
    $
    319.3
    
    
    $
    (67.1
    )
    
    $
    238.4
    
    
    $
    219.4Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating
activities
    
    
    (3.5
    )
    
    
    (318.9
    )
    
    
    4.5
    
    
    
    (789.1
    )
    
    
    (60.8
    )Change in operating assets and liabilities, net
    
    
    185.0
    
    
    
    (72.0
    )
    
    
    214.3
    
    
    
    44.0
    
    
    
    (31.7
    )Net income (loss)
    
    
    136.3
    
    
    
    (71.6
    )
    
    
    151.7
    
    
    
    (506.7
    )
    
    
    126.9Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    (0.9
    )
    
    
    
    
    
    
    Income tax expense (benefit)
    
    
    19.5
    
    
    
    36.1
    
    
    
    (243.9
    )
    
    
    71.6
    
    
    
    61.9Interest expense
    
    
    11.2
    
    
    
    11.1
    
    
    
    12.0
    
    
    
    7.2
    
    
    
    7.3Interest income
    
    
    (8.2
    )
    
    
    (12.2
    )
    
    
    (5.5
    )
    
    
    (7.0
    )
    
    
    (2.2
    )Other expense
    
    
    14.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3Depreciation and amortization
    
    
    56.4
    
    
    
    56.5
    
    
    
    50.7
    
    
    
    45.3
    
    
    
    36.3EBITDA
    
    $
    230.0
    
    
    $
    19.9
    
    
    $
    (35.9
    )
    
    $
    (389.6
    )
    
    $
    232.5
 
 EBITDA is not a measure of financial performance under U.S. GAAP and should not be
considered an alternative to, or more meaningful than, income from operations, net income or
cash flows as defined by U.S. GAAP or as a measure of our profitability or liquidity. Not
all companies calculate EBITDA in the same manner as we have and, accordingly, EBITDA may
not be comparable with other companies. We have included information concerning EBITDA
because we believe that this data is commonly used by investors to evaluate the ability of a
companys earnings from its core business operations to satisfy its debt, capital
expenditure and working capital requirements. To permit evaluation of this data on a
consistent basis from period to period, EBITDA has been adjusted for noncash charges, as
well as non-operating income and expense items.(7)
    
    Capital expenditures is for continuing businesses only.(8)
    
    Fiber cement volume is measured in 5/16 thick square feet, which are referred to as standard
feet.(9)
    
    Total current assets less total current liabilities. 5




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Risk Factors
  
    
    Stage 1: transform the Company to a European Company, which is a public limited company
known as a Societas Europaea or SE (which we refer to as Dutch SE); and
    
    Stage 2: move the corporate domicile of the Company from The Netherlands to Ireland
(which we refer to as Irish SE).
   Our wholly owned Australian subsidiary, James Hardie 117 Pty Ltd (which we refer to as the
Performing Subsidiary), is required to make payments to a special purpose fund that provides
compensation for Australian asbestos-related personal injury and death claims for which certain
former companies of the James Hardie Group are found liable.
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Potential escalation in proven claims made against, and associated costs of, the AICF could
increase our annual funding payments required to be made under the Amended FFA, which may cause us
to have to increase our asbestos liability in the future.
     Even though the Amended FFA has been implemented, we may be subject to potential additional
liabilities (including claims for compensation or property remediation outside the arrangements
reflected in the Amended FFA) because certain current and former companies of the James Hardie
Group previously manufactured products that contained asbestos.
  7




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Because our revenues are primarily derived from sales in U.S. dollars and payments pursuant to the
Amended FFA are made in Australian dollars, we may experience unpredictable volatility in our
reported results due to changes in the U.S. dollar (and other currencies from which we derive our
sales) compared to the Australian dollar.
    8




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The Amended FFA imposes certain non-monetary obligations.
  The Amended FFA does not eliminate the risk of adverse action being taken against us.
  The complexity and long-term nature of the Amended FFA and related legislation and agreements may
result in litigation as to their interpretation or one or more of the parties to the agreements may
seek to renegotiate their terms.
   We may have insufficient Australian taxable income to utilize tax deductions.
  9




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Risk that certain Amended FFA tax conditions may not be satisfied.
   Regulatory action and continued scrutiny may have an adverse effect on our business.
    We may be liable for defense costs and liabilities incurred in the ASIC proceedings by current or
former directors, officers or employees of the James Hardie Group to the extent that those costs
and liabilities are covered by indemnity arrangements granted by the James Hardie Group to those
persons.
     10




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Negative publicity may continue to adversely affect our business.
  Our effective income tax rate could increase and materially adversely affect our business.
  Tax benefits are available under the U.S.-Netherlands Income Tax Treaty to U.S. and Dutch taxpayers
that qualify for those benefits. In spite of a favorable settlement with the Appeals Division of
the Internal Revenue Service (which we refer to as the IRS) for calendar years 2006 and 2007 (as
discussed below), our eligibility for continuing benefits under the U.S.-NL Tax Treaty is still
undetermined for 2008 and subsequent years.
     11




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Under Dutch tax law, we derive tax benefits from the group finance operations of our
Netherlands-based finance subsidiary, and changes in the laws applicable to the finance subsidiary
could increase our effective tax rate and, as a result, could materially adversely affect our
business.
   Our wholly-owned subsidiary, RCI Pty Ltd (which we refer to as RCI), has been required to post a
substantial cash deposit and may incur substantial expenses in order to pursue an appeal of an
assessment by the ATO. In addition, if the assessment is ultimately upheld this also would
materially and adversely affect our business.
  12




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Exposure to additional income tax liabilities due to audits could materially adversely affect our
business.
  If we are classified as a controlled foreign corporation or a passive foreign investment
company, our shareholders could be subject to increased tax liability as a consequence of their
investment in our securities.
  Our Articles of Association and Dutch law contain provisions that could delay or prevent a change
of control that may otherwise be beneficial to you.
  13




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Because we are incorporated under Dutch law, you may not be able to effectively seek legal recourse
against us or our management and you may have difficulty enforcing any U.S. judgments or rulings in
a foreign jurisdiction .
   The issuance of shares of common stock or the grant of options to acquire shares of common stock
could dilute the value of your shares and materially adversely affect the price of our common
stock.
   Indemnification claims arising under certain indemnification agreements we have granted to third
parties could have a material adverse effect on our business.
    14




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Because we have significant operations outside of the United States and report our earnings in U.S.
dollars, unfavorable fluctuations in currency values and exchange rates could have a material
adverse effect on our business.
   Our business is dependent on the residential and commercial construction markets and we continue to
expect a slow down in housing construction in the markets we serve, including the U.S., Australia
and New Zealand, over the short-to-medium term.
     15




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##### Table of Contents



Substantial and increasing competition in the building products industry could materially adversely
affect our business.
     If damages resulting from product defects exceed our insurance coverage, paying these damages could
result in a material adverse effect on our business.
  If one or more of our fiber cement products fail to perform as expected or contain a design defect,
such failure or defect, and any resulting negative publicity, could result in lower sales and may
subject us to claims from purchasers or users of our fiber cement products.
 -
 16




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##### Table of Contents



Warranty claims resulting from unforeseen defects in our products and exceeding our warranty
reserves could have a material adverse effect on our business.
  We may incur significant costs in the future in complying with applicable environmental and health
and safety laws and regulations. A failure to comply with or a change in these laws and regulations
could subject us to significant liabilities, including, but not limited to, damages and penalties
and could have a material adverse effect on our business.
    17




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##### Table of Contents



Because demand for our products in our major markets is seasonal, our quarterly results of
operations may vary throughout the year.
  We may experience adverse fluctuations in the supply and cost of raw materials necessary to our
business. A significant reduction or cessation of shipments from an important supplier could have a
material adverse effect on our business.
  If our research and development efforts fail to generate new, innovative products or processes, our
overall profit margins may decrease and demand for our products may fall, which would have a
material adverse effect on our business. In addition we may incur substantial expenses related to
unsuccessful research and development efforts.
  Demand for our products is subject to changes in consumer preference.
   18




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##### Table of Contents



Our ability to sell our products into certain markets is influenced by building codes and
ordinances in effect in the related localities and states and may limit our ability to compete
effectively in certain markets and our ability to increase or maintain our current market share for
our products.
  We rely on only a few customers to buy our fiber cement products and the loss of any customer could
materially adversely affect our business.
  Our financial performance could be impacted by a customers inability to pay amounts owed.
  Our reliance on third party distribution channels could impact our business.
  19




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##### Table of Contents



Changes in, or failure to comply with, the laws, regulations, policies or conditions of any
jurisdiction in which we conduct our business could result in, among other consequences, the loss
of our assets in such jurisdiction, the elimination of certain rights that are critical to the
operation of our business in such jurisdiction, a decrease in revenues or the imposition of
additional taxes or other costs.
  
    
    changing political and economic conditions;
    
    changing laws and policies;
    
    the general hazards associated with the assertion of sovereign rights over certain
areas in which we conduct our business; and
    
    laws limiting or conditioning the right and ability of subsidiaries and joint
ventures to pay dividends or remit earnings to affiliated companies.
  Because our intellectual property and other proprietary information may be or may become publicly
available, we are subject to the risk that competitors could copy our products or processes.
  Natural disasters or disruptions in power supply could have an adverse effect on our overall
business.
   20




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##### Table of Contents



If we experience labor disputes or interruptions, as we have from time to time in the past, our
operations may be disrupted and our business may be materially adversely affected.
 1 ,
 In the future, we may be unable to renew our credit facilities on their current terms or terms that
are customary for other companies in our industry or who have similar credit ratings, or be able to
obtain any alternative or additional financing arrangements.
  Our ability to pay dividends is dependent on Dutch law and may be limited in the future if we are
not able to maintain sufficient levels of Freely Distributable Reserves (which we refer to as
FDRs).
  Ineffective internal controls over financial reporting could impact our business and operating
results.
  
 1
    
    Under Australian law, we cannot keep records of union
members. The number quoted is the number of people who work in our factories
that have union participation and therefore may be represented by a union. 21




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##### Table of Contents



Our use of accounting estimates involves judgment and could impact our financial results.
  Our board of directors and senior management continue to devote significant attention to the
Amended FFA, ASIC proceedings, tax litigation and the Proposal.
  We may acquire or divest businesses from time to time, and this may materially adversely affect our
results of operations and financial condition and may significantly change the nature of the
company in which you have invested.
  We are dependent upon our key management personnel for our future success.
  Forward-Looking Statements
   
    
    statements about our future performance;
    
    projections of our results of operations or financial condition;
    
    statements regarding our plans, objectives or goals, including those relating to
strategies, initiatives, competition, acquisitions, dispositions and/or our products;
 22




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##### Table of Contents




    
    expectations concerning the costs associated with the suspension or closure of
operations at any of our plants and future plans with respect to any such plants;
    
    expectations that our credit facilities will be extended or renewed;
    
    expectations concerning dividend payments;
    
    statements concerning our corporate and tax domiciles and potential changes to them;
    
    statements regarding tax liabilities and related audits and proceedings;
    
    statements as to the possible consequences of proceedings brought against us and
certain of our former directors and officers by the ASIC;
    
    expectations about the timing and amount of contributions to the AICF, a special
purpose fund for the compensation of proven Australian asbestos-related personal injury
and death claims;
    
    expectations concerning indemnification obligations; and
    
    statements about product or environmental liabilities.
   23




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##### Table of Contents



Item 4. Information on the Company
 History and Development of the Company
 besloten vennootschap met beperkte
aansprakelijkheid naamloze vennootschap th rd
 Corporate Restructuring
   
    
    the formation of JHNV;
    
    the transfer to subsidiaries of JHNV of all of our fiber cement businesses, our U.S.
gypsum wallboard business, our Australian and New Zealand building systems business and
our Australian windows business, all of which, except for fiber cement, were
subsequently sold;
    
    a debt financing, consisting of an issuance of notes to U.S. purchasers, and the
arrangement of an Australian credit facility; and
    
    the relocation of most of our senior executives and managers to our operational
headquarters in the United States.
   
    
    the issuance of shares of JHI NV common stock represented by CUFS to substantially
all ABN 60 shareholders in exchange for their shares of ABN 60 common stock pursuant to
an approved Australian scheme of arrangement;
    
    the transfer by ABN 60 of all of the outstanding shares of JHNV (which directly or
indirectly held substantially all of the assets of the James Hardie Group at that time)
to JHI NV;
 24




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##### Table of Contents




    
    a capital reduction and payment of a dividend by ABN 60 to its then sole
shareholder, JHI NV;
    
    the issuance by ABN 60 of 100,000 partly-paid ordinary shares to JHI NV for a total
issue price approximately equal to the market value of the James Hardie Group
immediately prior to the schemes implementation (which equaled approximately A$1.9
billion). There was an initial subscription price paid of A$50 per partly-paid ordinary
share (that is, for a total subscription price for such shares of A$5 million), and the
remainder was left uncalled. A partly-paid share is a share that is issued with only
part of its value paid by the owner of the share. The partly-paid shares were issued by
ABN 60 to enable it to call on JHI NV for funds in the future if ABN 60 needed such
funds to maintain its solvency;
    
    the listing of the shares of JHI NV represented by CUFS on the ASX and the listing
of ADSs, representing CUFS, which in turn represent shares of JHI NV, on the NYSE; and
    
    the establishment of a Dutch financing subsidiary, James Hardie International
Finance B.V. (which we refer to as JHIF BV).
    
  25




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##### Table of Contents




    
    JHI NV and ABN 60 cancelled the partly-paid shares. The decision to cancel the
partly-paid shares was taken by the directors of ABN 60 who did so based on a
determination that the reduction in capital would not materially prejudice ABN 60s
ability to pay its creditors, including Amaba and Amaca, which, under the terms of the
Deed of Covenant and Indemnity, were creditors of ABN 60 only to the extent of the
limited financial obligations under that Deed. The directors of ABN 60, after due
consideration of ABN 60s financial position, determined that the reduction in capital
would not materially prejudice ABN 60s ability to pay its creditors;
    
    ABN 60 transferred control of all of its non-operating subsidiaries to RCI Holdings
Pty Ltd, a wholly owned subsidiary of JHI NV, to distinguish between the operating
group of companies and non-operating subsidiaries; and
    
    Following the consolidation of the operating assets of the James Hardie Group under
JHI NV and JHNV in fiscal year 2003, the principal activity of ABN 60 was paying
amounts in accordance with the Deed of Covenant and Indemnity. At that time, the cash
position of the Company had improved significantly as a result of the sale of the
Companys gypsum business in the United States and the impending sale of a gypsum mine
in Nevada. On March 31, 2003, following a review of all available options to address
this issue and after a thorough review had been conducted to determine that the funds
available to ABN 60 would be sufficient to meet the claims of all creditors, the shares
in ABN 60 were transferred to the ABN 60 Foundation. ABN 60 Foundation was established
to be the sole shareholder of ABN 60. ABN 60 was managed by independent directors and
operated entirely independently of the Company.
    26




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##### Table of Contents



Consolidation of the AICF
    27




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Recent Developments (events occurring after April 1, 2009)
 Chile Litigation
  ASIC Proceedings
  Proposed Restructuring
  www.sec.gov infoline@jameshardie.com
 www.jameshardie.com
 28




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##### Table of Contents



General Overview of Our Business
 ® TM   ® TM
  1 1
  Fiscal Year Ended March 31,2009
    
    
    2008
    
    
    2007(In millions)USA and Europe Fiber Cement
    
    $
    929.3
    
    
    $
    1,170.5
    
    
    $
    1,291.2Asia Pacific Fiber Cement
    
    
    273.3
    
    
    
    298.3
    
    
    
    251.7Total
    
    $
    1,202.6
    
    
    $
    1,468.8
    
    
    $
    1,542.9
 
 1
    
    Actual repair and remodeling siding usage reports from NAHB for calendar year
2008 will not be available until July 2009. 29




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##### Table of Contents



Industry Overview
 U.S. Housing Industry and Fiber Cement Industry
   International Fiber Cement Industry
  30




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Products
   31




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##### Table of Contents



®  ®
     
    
    During fiscal years 2005 and 2006, after considerable market research, we re-launched
the ColorPlusâ collection of products with additional colors, board
profiles, and pallet sizes. In addition, we expanded our manufacturing capacity and
capabilities to meet increasing demand for our siding, trim and soffit products with
ColorPlusâ Technology.
    
    During fiscal year 2006, we added Moldblock Technology to our EZGridâ
underlay and Hardiebackerâ sheets.
    
    During fiscal year 2008, we introduced Artisanâ Lap siding, Artisan
Accent Trim, HardieWrap weather barrier. Additionally, in the past five years, we launched
many new textures, styles and coatings in fiber cement siding products in the United States
to capitalize on demand for a variety of styles among homebuilders and homeowners.
    
    During fiscal year 2009, we introduced two new siding profiles, Beaded Porch Panel and
Shingle Plank.
 â â â â
 32




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##### Table of Contents



â
 Seasonality
  Raw Materials
  Cellulose Fiber.
 Silica.
 Cement.
 Water.
 33




---



##### Table of Contents



Sales, Marketing and Distribution
    ®
  34




---



##### Table of Contents



Research and Development
  Dependence on Trade Secrets and Research and Development
  35




---



##### Table of Contents



Governmental Regulation
 Environmental Regulation
  
    
    the Resource Conservation and Recovery Act;
    
    the Comprehensive Environmental Response, Compensation and Liability Act;
    
    the Clean Air Act;
    
    the Occupational Safety and Health Act;
    
    the Mine Safety and Health Act;
    
    the Emergency Planning and Community Right to Know Act;
    
    the Clean Water Act;
    
    the Safe Drinking Water Act;
    
    the Surface Mining Control and Reclamation Act;
    
    the Toxic Substances Control Act;
    
    the National Environmental Policy Act; and
    
    the Endangered Species Act,
    36




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##### Table of Contents



Organizational Structure
   Name of Company
    
    Jurisdiction of EstablishmentJames Hardie 117 Pty Ltd.
    
    AustraliaJames Hardie Aust Holdings Pty Ltd.
    
    AustraliaJames Hardie Austgroup Pty Ltd.
    
    AustraliaJames Hardie Australia Management Pty Ltd.
    
    AustraliaJames Hardie Australia Pty Ltd.
    
    AustraliaJames Hardie Australia Finance Pty Ltd.
    
    AustraliaJames Hardie Building Products Inc.
    
    United StatesJames Hardie Europe B.V.
    
    NetherlandsJames
Hardie Holdings Limited
    
    IrelandJames Hardie International Finance B.V.
    
    NetherlandsJames Hardie International Finance Holdings Sub I B.V.
    
    NetherlandsJames Hardie International Finance Holdings Sub II B.V.
    
    NetherlandsJames
Hardie International Finance Limited
    
    IrelandJames Hardie International Holdings B.V.
    
    NetherlandsJames Hardie N.V.
    
    NetherlandsJames Hardie New Zealand Limited
    
    New ZealandJames Hardie Philippines Inc.
    
    PhilippinesJames Hardie Research (Holdings) Pty Ltd.
    
    AustraliaJames Hardie Research Pty Ltd.
    
    AustraliaJames Hardie U.S. Investments Sierra Inc.
    
    United StatesJHCBM plc.
    
    IrelandJHIHCBM plc.
    
    IrelandN.V. Technology Holdings A Limited Partnership
    
    AustraliaRCI Pty Ltd.
    
    Australia
 Capital Expenditures and Divestitures
  Fiscal Years Ended March 31,2009
    
    
    2008
    
    
    2007(In millions)USA and Europe Fiber Cement (1)
    
    $
    20.0
    
    
    $
    31.3
    
    
    $
    80.3Asia Pacific Fiber Cement
    
    
    4.9
    
    
    
    5.6
    
    
    
    10.5Research and Development and Corporate
    
    
    1.2
    
    
    
    1.6
    
    
    
    1.3Total Capital Expenditures
    
    $
    26.1
    
    
    $
    38.5
    
    
    $
    92.1
 
 (1)
    
    On April 1, 2008, the Company realigned its operating segments by combining the previously
reported segments of USA Fiber Cement and Other into one operating segment, USA and Europe
Fiber Cement. USA and Europe Fiber Cement includes all fiber cement manufactured in the United
States and sold in the United States, Canada and Europe.The segment also includes fiber reinforced concrete pipes manufactured and sold in the
United States at our Plant City, Florida Hardie Pipe Plant, which was closed and ceased
operations in May 2008.   37




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##### Table of Contents




    
    commencement of a new finishing capability on an existing product line in fiscal year
2009. As of March 31, 2009, we have incurred $4.5 million related to this project;
    
    the addition of a new fiber cement manufacturing plant in Pulaski, Virginia at a cost of
$105.7 million, which primarily occurred during fiscal years 2005 through 2007. The plant
includes two manufacturing lines. At the end of fiscal year 2006, we completed construction
on the first manufacturing line and, in April 2006, we commenced commercial production on
this line. In May 2006, we completed construction on the second manufacturing line and
commenced commercial production on this line in November 2008;
    
    the implementation of our ColorPlus® strategy. This strategy included
constructing additional ColorPlus® coating capacity inside our existing plants.
In fiscal year 2006, we completed construction of, and commenced production on, a new
ColorPlus® line at our Blandon, Pennsylvania plant. In fiscal year 2007, we
completed construction of, and commenced production on, new ColorPlus® lines at
our Reno, Nevada and Pulaski, Virginia plants. In fiscal year 2008, we suspended production
at our Blandon, Pennsylvania plant. As of March 31, 2009, we have incurred $48.3 million
related to our ColorPlus® strategy; and
    
    commencement of a new finishing capability on a new product line in fiscal year 2007. As
of March 31, 2009, we have incurred $19.4 million related to this project.
    Property, Plant and Equipment
   38




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##### Table of Contents



Plants and Process
  Existing AnnualDesign CapacityLocation
    
    (1)Fiber Cement (in million square feet)United StatesFontana, California (2)
    
    
    180Plant City, Florida
    
    
    300Cleburne, Texas
    
    
    500Tacoma, Washington
    
    
    200Peru, Illinois
    
    
    560Waxahachie, Texas
    
    
    360Blandon, Pennsylvania (3)
    
    
    200Summerville, South Carolina (2)
    
    
    190Reno, Nevada
    
    
    300Pulaski, Virginia
    
    
    600Total United States
    
    
    3,390AustraliaSydney, New South Wales
    
    
    180Brisbane, Queensland (Carole Park) (4)
    
    
    120Total Australia
    
    
    300New ZealandAuckland
    
    
    75The PhilippinesManila
    
    
    145Total Fiber Cement Flat Sheet
    
    
    3,910Fiber Reinforced Concrete Pipes(in tons) (5)Plant City, Florida (pipes) (6)
    
    
    Brisbane, Queensland (Meeandah) (4)
    
    
    50,000Total Fiber Reinforced Concrete Pipes
    
    
    50,000
 
 (1)
    
    Annual design capacity is based on managements historical experience with our production
process and is calculated assuming continuous operation, 24 hours per day, seven days per
week, producing 5/16 thickness siding at a target operating speed. Annual design capacity is
not necessarily reflective of our actual capacity utilization at each plant. See below for a
description of average capacity utilization rates for our fiber cement plants by country.
Plants outside the United States produce a range of thicker products, which negatively affect
their outputs. Actual production is affected by factors such as product mix, batch size, plant
availability and production speeds and is usually less than annual design capacity.(2)
    
    We suspended production at our Summerville, South Carolina and Fontana, California plants in
November 2008 and December 2008, respectively.(3)
    
    We suspended production at our Blandon, Pennsylvania plant in November 2007. See Note 7 to
the notes to our consolidated financial statements included in Item 18 for more information.(4)
    
    There are two manufacturing plants in Brisbane. Carole Park produces only flat sheets and
Meeandah produces only pipes and columns.(5)
    
    Pipe and column capacity is measured in tons rather than million square feet. 39




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##### Table of Contents



(6)
    
    Our Plant City, Florida Pipe plant ceased operations in May 2008.
See Note 7 to the notes to our consolidated financial statements
included in Item 18 for more information.      CapacityCountry
    
    Utilization (1)United States
    
    
    43
    %Australia
    
    
    75
    %New Zealand
    
    
    65
    %Philippines
    
    
    62
    %
 
 (1)
    
    Capacity utilization is based on design capacity. Design capacity is based on managements
estimates, as described above. No accepted industry standard exists for the calculation of
fiber cement manufacturing facility capacities. 40




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##### Table of Contents



Mines
  Commitment to Provide Funding on a Long-Term Basis in Respect of Asbestos-Related Liabilities of
Former Subsidiaries
  Asbestos Adjustments
  Fiscal Years Ended March 31,(In millions)
    
    2009
    
    
    2008
    
    
    2007Change in estimates:Change in actuarial estimate 
asbestos liability
    
    $
    (180.9
    )
    
    $
    (175.0
    )
    
    $
    50.3Change in actuarial estimate 
insurance receivable
    
    
    19.8
    
    
    
    27.4
    
    
    
    (22.6
    )Change in estimate  AICF
claims-handling costs
    
    
    (1.2
    )
    
    
    (6.5
    )
    
    
    0.8Change in estimate  other
    
    
    
    
    
    
    1.2
    
    
    
    Subtotal  Change in estimates
    
    
    (162.3
    )
    
    
    (152.9
    )
    
    
    28.5Gain (loss) on foreign currency exchange
    
    
    179.7
    
    
    
    (87.2
    )
    
    
    (94.5
    )Tax impact related to the implementation
of the Amended FFA
    
    
    
    
    
    
    
    
    
    
    (335.0
    )Other adjustments
    
    
    
    
    
    
    
    
    
    
    (4.5
    )Total Asbestos Adjustments
    
    $
    17.4
    
    
    $
    (240.1
    )
    
    $
    (405.5
    )
 41




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##### Table of Contents



Asbestos-Related Assets and Liabilities
  March 31,(In millions)
    
    2009
    
    
    2008Asbestos liability  current
    
    $
    (78.2
    )
    
    $
    (78.7
    )Asbestos liability  non-current
    
    
    (1,206.3
    )
    
    
    (1,497.8
    )Asbestos liability  Total
    
    
    (1,284.5
    )
    
    
    (1,576.5
    )Insurance receivable  current
    
    
    12.6
    
    
    
    14.1Insurance receivable  non-current
    
    
    149.0
    
    
    
    194.3Insurance receivable  Total
    
    
    161.6
    
    
    
    208.4Workers compensation asset  current
    
    
    0.6
    
    
    
    6.9Workers compensation asset  non-current
    
    
    73.8
    
    
    
    78.5Workers compensation liability  current
    
    
    (0.6
    )
    
    
    (6.9
    )Workers compensation liability  non-current
    
    
    (73.8
    )
    
    
    (78.5
    )Workers compensation  Total
    
    
    
    
    
    
    Deferred income taxes  current
    
    
    12.3
    
    
    
    9.1Deferred income taxes  non-current
    
    
    333.2
    
    
    
    397.1Deferred income taxes  Total
    
    
    345.5
    
    
    
    406.2Income tax payable (reduction in income tax payable)
    
    
    22.8
    
    
    
    20.4Other net liabilities
    
    
    (2.0
    )
    
    
    (3.4
    )Net Amended FFA liability
    
    
    (756.6
    )
    
    
    (944.9
    )Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF
    
    
    98.3
    
    
    
    115.1Unfunded Net Amended FFA liability
    
    $
    (658.3
    )
    
    $
    (829.8
    )
 Asbestos Liability
   A$
    
    
    A$ to
    
    
    US$Millions
    
    
    US$ rate
    
    
    MillionsAsbestos liability  March 31, 2008
    
    A$
    (1,718.9
    )
    
    
    1.0903
    
    
    $
    (1,576.5
    )Asbestos claims paid (1)
    
    
    111.5
    
    
    
    1.2600
    
    
    
    88.5AICF claims-handling costs incurred (1)
    
    
    3.3
    
    
    
    1.2600
    
    
    
    2.6Change in actuarial estimate (2)
    
    
    (263.3
    )
    
    
    1.4552
    
    
    
    (180.9
    )Change in estimate of AICF claims-handling costs (2)
    
    
    (1.8
    )
    
    
    1.4552
    
    
    
    (1.2
    )Gain on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    383.0Asbestos liability  March 31, 2009
    
    A$
    (1,869.2
    )
    
    
    1.4552
    
    
    $
    (1,284.5
    )
 42




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##### Table of Contents



(1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the
period.(2)
    
    The spot exchange rate at March 31, 2009 is used to convert the Australian dollar amount to
U.S. dollars as the adjustment to the estimate was made on that date. Insurance Receivable  Asbestos
  A$
    
    
    A$ to
    
    
    US$Millions
    
    
    US$ rate
    
    
    MillionsInsurance receivable  March 31, 2008
    
    A$
    227.2
    
    
    
    1.0903
    
    
    $
    208.4Insurance recoveries (1)
    
    
    (20.8
    )
    
    
    1.2600
    
    
    
    (16.5
    )Change in actuarial estimate (2)
    
    
    28.8
    
    
    
    1.4552
    
    
    
    19.8Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (50.1
    )Insurance receivable  March 31, 2009
    
    A$
    235.2
    
    
    
    1.4552
    
    
    $
    161.6
 
 (1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the
period.(2)
    
    The spot exchange rate at March 31, 2009 is used to convert the Australian dollar amount to
U.S. dollars as the adjustment to the estimate was made on that date. Deferred Income Taxes  Asbestos
  A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsDeferred tax assets  March 31, 2008
    
    A$
    442.9
    
    
    
    1.0903
    
    
    $
    406.2Amounts offset against income tax payable (1)
    
    
    (11.1
    )
    
    
    1.2600
    
    
    
    (8.8
    )Impact of change in actuarial estimates (2)
    
    
    70.9
    
    
    
    1.4552
    
    
    
    48.7Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (100.6
    )Deferred tax assets  March 31, 2009
    
    A$
    502.7
    
    
    
    1.4552
    
    
    $
    345.5
 
 (1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the
period.(2)
    
    The spot exchange rate at March 31, 2009 is used to convert the Australian dollar amount to
U.S. dollars as the adjustment to the estimate was made on that date. Income Tax Payable
  43




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##### Table of Contents



Other Net Liabilities
  Restricted Cash and Short-term Investments of the AICF
   A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsRestricted cash and cash equivalents and restricted
short-term investments  March 31, 2008
    
    A$
    125.5
    
    
    
    1.0903
    
    
    $
    115.1Asbestos claims paid (1)
    
    
    (111.5
    )
    
    
    1.2600
    
    
    
    (88.5
    )Payments received in accordance with Amended FFA (2)
    
    
    114.7
    
    
    
    1.0648
    
    
    
    107.7Interest payments received in accordance with Amended FFA (2)
    
    
    3.3
    
    
    
    1.4368
    
    
    
    2.3AICF operating costs paid  claims handling (1)
    
    
    (3.3
    )
    
    
    1.2600
    
    
    
    (2.6
    )AICF operating costs paid  non-claims handling (1)
    
    
    (0.9
    )
    
    
    1.2600
    
    
    
    (0.7
    )Insurance recoveries (1)
    
    
    20.8
    
    
    
    1.2600
    
    
    
    16.5Interest and investment income (1)
    
    
    8.1
    
    
    
    1.2600
    
    
    
    6.4Loss on investments (1)
    
    
    (13.1
    )
    
    
    1.2600
    
    
    
    (10.4
    )Other (1)
    
    
    (0.5
    )
    
    
    1.2600
    
    
    
    (0.4
    )Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (47.1
    )Restricted cash and cash equivalents and restricted
short-term investments  March 31, 2009
    
    A$
    143.1
    
    
    
    1.4552
    
    
    $
    98.3
 
 (1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the
period.(2)
    
    The weighted average exchange rate for the actual exchange rates received on payment are used
to convert the Australian dollar amount to U.S. dollars. Actuarial Study; Claims Estimate
  44




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Claims Data
  45




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##### Table of Contents



Years Ended March 31,2009
    
    2008
    
    2007
    
    2006(1)
    
    2005Number of open claims
at beginning of period
    
    
    523
    
    
    
    490
    
    
    
    564
    
    
    
    712
    
    
    
    687Number of new claims
    
    
    607
    
    
    
    552
    
    
    
    463
    
    
    
    346
    
    
    
    489Number of closed claims
    
    
    596
    
    
    
    519
    
    
    
    537
    
    
    
    502
    
    
    
    464Number of open claims
at end of period
    
    
    534
    
    
    
    523
    
    
    
    490
    
    
    
    556
    
    
    
    712Average settlement
amount per settled
claim
    
    A$
    190,638
    
    
    A$
    147,349
    
    
    A$
    166,164
    
    
    A$
    151,883
    
    
    A$
    157,594Average settlement
amount per settled
claim
    
    $
    151,300
    
    
    $
    128,096
    
    
    $
    127,163
    
    
    $
    114,318
    
    
    $
    116,572Average settlement
amount per case closed
    
    A$
    168,248
    
    
    A$
    126,340
    
    
    A$
    128,723
    
    
    A$
    122,535
    
    
    A$
    136,536Average settlement
amount per case closed
    
    $
    133,530
    
    
    $
    109,832
    
    
    $
    98,510
    
    
    $
    92,229
    
    
    $
    100,996
 
 (1)
    
    Information includes claims data for only 11 months ended February 28, 2006. Claims data for
the 12 months ended March 31, 2006 was not available at the time our financial statements were
prepared.   Legal Proceedings
   ASIC Proceedings
 Judgment
  46




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##### Table of Contents




    
    we did not comply with section 1041E of Australias Corporations Act 2001 (Cth)
(Act) (false or misleading statements) and section 1041H of the Act (misleading
or deceptive conduct) by delivering a set of slides to the ASX in June 2002 that
referred to the creation and funding of the Foundation by ABN 60 in February 2001.
    
    we did not comply with section 674(2) of the Act (continuous disclosure) in the
period March 25 to June 30, 2003 in not disclosing the transfer of JHIL out of the
James Hardie Group.
    Appeal
  Indemnities
   Chile Litigation
   47




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##### Table of Contents



Tax Contingencies
     IRS NOPA
  48




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##### Table of Contents



ATO Settlement
  Amended Australian Taxation Office Assessment
      
 Item 4A. Unresolved Staff Comments
  49




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##### Table of Contents



Item 5. Operating and Financial Review and Prospects
  Overview
   The Company and the Building Product Markets
    Fiscal Year 2009 Key Results
   50




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##### Table of Contents



Critical Accounting Policies
  Accounting for Contingencies
  Accounting for the Amended FFA
    51




---



##### Table of Contents



Sales Rebates and Discounts
  Accounts Receivable
  Inventory
  52




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##### Table of Contents



Accrued Warranty Reserve
  Accounting for Income Tax
    53




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##### Table of Contents



Results of Operations
  Fiscal Years Ended March 31,2009
    
    
    2008
    
    
    2007Net sales:USA and Europe Fiber
Cement (1)
    
    $
    929.3
    
    
    
    77.3
    %
    
    $
    1,170.5
    
    
    
    79.7
    %
    
    $
    1,291.2
    
    
    
    83.7
    %Asia Pacific Fiber Cement
    
    
    273.3
    
    
    
    22.7
    
    
    
    298.3
    
    
    
    20.3
    
    
    
    251.7
    
    
    
    16.3Total net sales
    
    
    1,202.6
    
    
    
    100.0
    
    
    
    1,468.8
    
    
    
    100.0
    
    
    
    1,542.9
    
    
    
    100.0Cost of goods sold
    
    
    (813.8
    )
    
    
    (67.7
    )
    
    
    (938.8
    )
    
    
    (63.9
    )
    
    
    (969.9
    )
    
    
    (62.9
    )Gross profit
    
    
    388.8
    
    
    
    32.3
    
    
    
    530.0
    
    
    
    36.1
    
    
    
    573.0
    
    
    
    37.1Selling, general and
administrative expenses
    
    
    (208.8
    )
    
    
    (17.4
    )
    
    
    (228.2
    )
    
    
    (15.5
    )
    
    
    (214.6
    )
    
    
    (13.9
    )Research and development
expenses
    
    
    (23.8
    )
    
    
    (2.0
    )
    
    
    (27.3
    )
    
    
    (1.9
    )
    
    
    (25.9
    )
    
    
    (1.7
    )Impairment charges
    
    
    
    
    
    
    
    
    
    
    (71.0
    )
    
    
    (4.8
    )
    
    
    
    
    
    
    SCI and other related expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13.6
    )
    
    
    (0.8
    )Asbestos adjustments
    
    
    17.4
    
    
    
    1.5
    
    
    
    (240.1
    )
    
    
    (16.4
    )
    
    
    (405.5
    )
    
    
    (26.3
    )Operating income (loss)
    
    
    173.6
    
    
    
    14.4
    
    
    
    (36.6
    )
    
    
    (2.5
    )
    
    
    (86.6
    )
    
    
    (5.6
    )Interest expense
    
    
    (11.2
    )
    
    
    (0.9
    )
    
    
    (11.1
    )
    
    
    (0.7
    )
    
    
    (12.0
    )
    
    
    (0.8
    )Interest income
    
    
    8.2
    
    
    
    0.7
    
    
    
    12.2
    
    
    
    0.8
    
    
    
    5.5
    
    
    
    0.4Other expense
    
    
    (14.8
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    155.8
    
    
    
    12.9
    
    
    
    (35.5
    )
    
    
    (2.4
    )
    
    
    (93.1
    )
    
    
    (6.0
    )Income tax (expense) benefit
    
    
    (19.5
    )
    
    
    (1.6
    )
    
    
    (36.1
    )
    
    
    (2.5
    )
    
    
    243.9
    
    
    
    15.8Income (loss) from
continuing operations
    
    $
    136.3
    
    
    
    11.3
    %
    
    $
    (71.6
    )
    
    
    (4.9
    )%
    
    $
    150.8
    
    
    
    9.8
    %
 
 (1)
    
    On April 1, 2008, the Company realigned its operating segments by combining the previously
reported segments of USA Fiber Cement and Other into one operating segment, USA and Europe
Fiber Cement. USA and Europe Fiber Cement includes all fiber cement manufactured in the United
States and sold in the United States, Canada and Europe.The segment also includes fiber reinforced concrete pipes manufactured and sold in the
United States (through May 2008) and a roofing pilot plant in the United States (through
April 2006). Our Plant City, Florida Hardie Pipe Plant was closed and the business ceased
operations in May 2008. Our roofing pilot plant was closed and the business ceased
operations in April 2006. 54




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##### Table of Contents



Fiscal Years Ended March 31,(In millions)
    
    2009
    
    
    2008
    
    
    2007USA and Europe Fiber Cement (1)
    
    $
    199.3
    
    
    $
    235.2
    
    
    $
    353.1Asia Pacific Fiber Cement
    
    
    47.1
    
    
    
    50.3
    
    
    
    39.4Research and Development
    
    
    (18.9
    )
    
    
    (18.1
    )
    
    
    (17.1
    )Total segment operating income
    
    
    227.5
    
    
    
    267.4
    
    
    
    375.4General Corporate (2)
    
    
    (71.3
    )
    
    
    (63.9
    )
    
    
    (56.5
    )Asbestos adjustments
    
    
    17.4
    
    
    
    (240.1
    )
    
    
    (405.5
    )Total operating income (loss)
    
    $
    173.6
    
    
    $
    (36.6
    )
    
    $
    (86.6
    )
 
 (1)
    
    Fiscal year 2008 includes an asset impairment charge of $32.4 million related to the
suspension of production at our Blandon, Pennsylvania plant; an asset impairment charge of
$25.4 million related to the closure of our Plant City, Florida Hardie Pipe plant; and an
asset impairment of $13.2 million related to buildings and machinery utilized to produce
materials for our products. See Note 7 to our consolidated financial statements in Item 18.(2)
    
    Fiscal years 2009 and 2008 include $0.7 million and $4.0 million, respectively, of AICF
Selling, general and administrative expenses. Year Ended March 31, 2009 Compared to Year Ended March 31, 2008
 Total Net Sales
 USA and Europe Fiber Cement Net Sales
    55




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##### Table of Contents



TM TM 1 2 TM 1 4 1 2
 Asia Pacific Fiber Cement Net Sales
 TM TM TM
 Gross Profit
   Selling, General and Administrative (SG&A) Expenses
 56




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##### Table of Contents



ASIC Proceedings
   
    
    we did not comply with section 1041E of Australias Corporations Act 2001 (Cth)
(Act) (false or misleading statements) and section 1041H of the Act (misleading
or deceptive conduct) by delivering a set of slides to the ASX in June 2002 that
referred to the creation and funding of the Foundation by ABN 60 in February 2001,
and
    
    we did not comply with section 674(2) of the Act (continuous disclosure) in the
period March 25 to June 30, 2003 in not disclosing the transfer of JHIL out of the
James Hardie Group.
      Chile Litigation
       57




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##### Table of Contents



Research and Development Expenses
 Asbestos Adjustments.
   Fiscal Years Ended March 31,(In millions)
    
    2009
    
    
    2008Change in estimates
    
    $
    (162.3
    )
    
    $
    (152.9
    )Effect of foreign exchange movements
    
    
    179.7
    
    
    
    (87.2
    )Asbestos adjustments
    
    $
    (17.4
    )
    
    $
    (240.1
    )
 Operating Income (Loss).
   General Corporate Costs
 58




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##### Table of Contents



Net Interest (Expense) Income.
 Other Expense.
  Other
Expense
 Income Tax Expense.
 Net Income (Loss).
 Year Ended March 31, 2008 Compared to Year Ended March 31, 2007
 Total Net Sales
 USA and Europe Fiber Cement Net Sales
  59




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Asia Pacific Fiber Cement Net Sales
  Gross Profit
   60




---



##### Table of Contents



Selling, General and Administrative (SG&A) Expenses
 ASIC Proceedings
  Research and Development Expenses
 Impairment Charges.
    61




---



##### Table of Contents



SCI and Other Related Expenses
 Asbestos Adjustments.
   Fiscal Years Ended March 31,(In millions)
    
    2008
    
    
    2007Change in estimates
    
    $
    (152.9
    )
    
    $
    28.5Effect of foreign exchange
    
    
    (87.2
    )
    
    
    (94.5
    )Impact of tax-effecting the net Amended
FFA liability
    
    
    
    
    
    
    (335.0
    )Other adjustments
    
    
    
    
    
    
    (4.5
    )Asbestos adjustments
    
    $
    (240.1
    )
    
    $
    (405.5
    )
 Operating Loss.
   General Corporate Costs
 Net Interest Income (Expense).
 Income Tax (Expense) Benefit.
 62




---



##### Table of Contents



Net (Loss) Income.
 Impact of Recent Accounting Pronouncements
 Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51
  Disclosures about Derivative Instruments and Hedging Activities
  Hierarchy of Generally Accepted Accounting Principles
 .
 63




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Liquidity and Capital Resources
    At March 31, 2009Effective
    
    
    
    
    
    PrincipalDescription
    
    Interest Rate
    
    
    Total Facility
    
    

Drawn(In millions)US$364-day
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until June
2009
    
    
    1.43
    %
    
    $
    68.3
    
    
    $
    43.3US$364-day
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
November 2009
    
    
    1.85
    %
    
    
    50.0
    
    
    
    50.0US$ term
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until June
2010
    
    
    1.37
    %
    
    
    245.0
    
    
    
    205.7US$ term
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
February 2011
    
    
    1.78
    %
    
    
    45.0
    
    
    
    25.0US$ term
facilities, can be
drawn in US$,
variable interest
rates based on
LIBOR plus margin,
can be repaid and
redrawn until
February 2013
    
    
    
    
    
    
    90.0
    
    
    
    Total
    
    
    
    
    
    $
    498.3
    
    
    $
    324.0
   64




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65




---



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Cash Flow  Year Ended March 31, 2009 compared to Year ended March 31, 2008
    Capital Requirements and Resources
      66




---



##### Table of Contents



.
    Capital Expenditures
  67




---



##### Table of Contents



®
 Contractual Obligations
  Payments DueDuring Fiscal Year Ending March 31,(In millions)
    
    Total
    
    
    2010
    
    
    2011 to 2012
    
    
    2013 to 2014
    
    
    ThereafterAsbestos Liability (1)
    
    $
    1,284.5
    
    
    $
    N/A
    
    
    $
    N/A
    
    
    $
    N/A
    
    
    $
    N/ALong-Term Debt
    
    
    230.7
    
    
    
    
    
    
    
    230.7
    
    
    
    
    
    
    
    Operating Leases
    
    
    96.8
    
    
    
    14.0
    
    
    
    23.2
    
    
    
    20.7
    
    
    
    38.9Purchase Obligations (2)
    
    
    0.6
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,612.6
    
    
    $
    14.6
    
    
    $
    253.9
    
    
    $
    20.7
    
    
    $
    38.9
 
 (1)
    
    The amount of the asbestos liability reflects the terms of the Amended FFA, which has been
calculated by reference to (but is not exclusively based upon) the most recent actuarial
estimate of the projected future asbestos-related cash flows prepared by KPMG Actuaries. The
asbestos liability also includes an allowance for the future claims-handling costs of the
AICF. The table above does not include a break down of payments due each year as such amounts
are not reasonably estimable. See Item 3, Key Information  Risk Factors, Item 4,
Information on the Company  Commitment to Provide Funding on a Long-Term Basis in Respect of
Asbestos-Related Liabilities of Former Subsidiaries and Note 11 of our consolidated financial
statements in Item 18 for further information regarding our future obligations under the
Amended FFA.(2)
    
    Purchase Obligations are defined as agreements to purchase goods or services that are
enforceable and legally-binding on us and that specify all significant terms, including: fixed
or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transactions.   Off-Balance Sheet Arrangements
  Inflation
  Seasonality and Quarterly Variability
  68




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Research and Development
    Outlook
       
 Item 6. Directors, Senior Management and Employees
 Board Practices and Senior Management
 Board Structure
 Three Boards
  69




---



##### Table of Contents



Supervisory Board
    
    
    nominating Managing Board directors for election by shareholders;
    
    appointing and removing the Chief Executive Officer and the Chairman of the Managing
Board;
    
    approving Managing Board decisions relating to specified matters or above agreed
thresholds;
    
    approving the strategic plan and annual budget proposed by the Managing Board;
    
    approving the annual financial accounts;
    
    supervising the policy and actions pursued by the Managing Board;
    
    supervising the general course of our affairs and the business enterprise we
operate; and
    
    approving issues of new shares.
 Managing Board
     70




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##### Table of Contents




    
    administering our general affairs, operations and finance;
    
    preparing a strategic plan and budget setting out our operational and financial
objectives, implementation strategy and parameters for us for the next three years, for
approval by the Joint and Supervisory Boards;
    
    ensuring the implementation of our strategic plan;
    
    preparing quarterly and annual accounts, management reports and media releases;
    
    monitoring our compliance with all relevant legislation and regulations and managing
the risks associated with our activities;
    
    reporting and discussing our internal risk management and control systems with the
Supervisory Board and the Audit Committee; and
    
    representing, entering into and performing agreements on our behalf.
 Joint Board
   
    
    supervising the general course of our affairs;
    
    approving declaration of dividends;
    
    approving any share buy-back programs and cancelling the shares bought back;
    
    approving issues of new shares;
    
    approving any significant changes in our identity or nature;
    
    approving the strategy set by the Managing Board;
    
    monitoring our performance; and
    
    maintaining effective external disclosure policies and procedures.
  Operation of the Boards
 Board Meetings
   Director Qualifications
  71




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Succession Planning
    Retirement and Tenure Policy
  Board Evaluation
    Director Re-election
   72




---



##### Table of Contents



Independence
      
    
    Mr. Donald McGauchie was for all of fiscal year 2009 Chairman of Telstra,
Australias largest telecommunications company, from whom we purchase communications
services;
    
    Mr. Brian Anderson is a director of Pulte Homes, a home builder in the United
States. Pulte Homes does not buy any of our products directly from us, although it does
buy our products through our customers; and
    
    Mr. Rudy van der Meer is a Member of the Supervisory Board of ING Bank Nederland
N.V. and ING Verzekeringen (Insurance) Nederland N.V. Entities in the ING Group provide
financial services to us. In each case those entities were providing these services to
us prior to Mr. van der Meer becoming a Supervisory Board director.
  Orientation
  73




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##### Table of Contents



Board Continuing Development
  Letter of Appointment
  Chairman
   
    
    provides leadership to the Joint and Supervisory Boards;
    
    chairs Joint and Supervisory Board and shareholder meetings;
    
    facilitates Joint and Supervisory Board discussion; and
    
    monitors, evaluates and assesses the performance of our Boards and Board Committees;
and
    
    attends meetings of all Board Committees on an informal ex-officio basis.
   Indemnification
   74




---



##### Table of Contents



Evaluation of Management
  Information for the Board
     Board Committees
 (www.jameshardie.com)
   Audit Committee
     75




---



##### Table of Contents




    
    overseeing our financial reporting process and reports on the results of its
activities to the Supervisory Board;
    
    reviewing with management and our external auditor our annual and quarterly
financial statements and reports to shareholders;
    
    discussing earnings releases as well as information and earnings guidance provided
to analysts;
    
    reviewing and assessing our risk management policies and procedures;
    
    having general oversight of the appointment and provision of all our external audit
services and our internal audit function;
    
    reviewing the adequacy and effectiveness of our internal compliance and control
procedures;
    
    reviewing our compliance with legal and regulatory requirements; and
    
    establishing procedures for complaints regarding accounting, internal accounting
controls and auditing matters, including any complaints from whistleblowers.
 Conflicts of Interest
  Reporting
  Nominating and Governance Committee
  
    
    identifying individuals qualified to become Managing Board or Supervisory Board
directors;
    
    recommending to the Supervisory Board candidates for the Managing Board or
Supervisory Board (to be appointed by shareholders at the AGM);
    
    overseeing the evaluation of the Supervisory and Managing Boards and senior
management;
    
    assessing the independence of each Supervisory Board director;
    
    conducting the Annual Information Meeting (which we refer to as AIM) and AGM; and
    
    performing a leadership role in shaping our corporate governance policies.
  Remuneration Committee
  76




---



##### Table of Contents




    
    administers and makes recommendations on our incentive compensation and equity-based
remuneration plans;
    
    reviews the remuneration of Supervisory Board directors;
    
    reviews the remuneration policy for Managing Board directors; and
    
    makes recommendations to the Supervisory Board on our recruitment, retention and
termination policies and procedures for senior management.
   Due Diligence Committee
  
    
    co-ordinating and overseeing implementation of the due diligence process; and
    
    reporting back to the Boards regarding the conduct of this process.
    Policies and Processes
  
    
    Code of Business Conduct and Ethics;
    
    Ethics Hotline;
    
    Continuous Disclosure and Market Communication; and
    
    Insider Trading.
 (www.jameshardie.com)
 Code of Business Conduct and Ethics and Ethics Hotline
  www.jameshardie.com
 77




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Continuous Disclosure and Market Communication
    Share Trading
    Risk Management
 Overall Responsibility
   Objective
  
    
    our risk management systems are effective;
    
    our principal strategic, operational and financial risks are identified;
 78




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##### Table of Contents




    
    effective systems are in place to monitor and manage risks; and
    
    reporting systems, internal controls and arrangements for monitoring compliance with
laws and regulations are adequate.
  Policies for Management of Material Business Risks
  
    
    quarterly reporting to the Audit Committee of the Risk Management Committees
assessment of the key strategic, operations, reporting and compliance risks we face,
the Risk Committees assessment of the level of risk and the processes implemented to
manage each of these key risks over the upcoming 12 months;
    
    an Enterprise Risk Management process, which involves developing contingency plans
for the key risks we face and our assumptions in our three year strategic plans and
beyond;
    
    a planning process involving the preparation of three-year strategic plans and a
rolling 12 month forecast;
    
    annual budgeting and monthly reporting to monitor performance;
    
    an internal audit department with a reporting line direct to the Chairman of the
Audit Committee;
    
    increased monitoring of our liquidity and status of renewals of finance facilities;
    
    maintaining an appropriate insurance program;
    
    maintaining policies and procedures in relation to treasury operations, including
the use of financial derivatives;
    
    issuing and revising standards and procedures in relation to environmental and
health and safety matters;
    
    implementing and maintaining training programs in relation to legal issues such as
trade practices/antitrust, trade secrecy, and intellectual property protection;
    
    issuing procedures requiring significant capital and recurring expenditure to be
approved at the appropriate levels; and
    
    documenting detailed accounting policies, procedures and guidance for the group in a
single group finance manual.
 (www.jameshardie.com)
   Risk Management Committee
  79




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##### Table of Contents



Internal Audit
  External Audit
    Financial Statements Disclosure Committee
  Shareholders Participation
 Listing Information
 naamloze vennootschap
 Annual Information Meeting
   www.jameshardie.com
  80




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##### Table of Contents



AGM
  
    
    attend the AGM either in person or by proxy;
    
    speak at the AGM; and
    
    exercise voting rights, subject to the provisions of our Articles of Association.
  Communication
  
    
    making management briefings and presentations accessible via a live webcast and/or
teleconference following the release of quarterly and annual results;
    
    audio webcasts of other management briefings and webcasts of the shareholder AIM;
    
    a comprehensive Investor Relations website that displays all company announcements
and notices as soon as they have been cleared by the ASX, as well as all major
management and investor road show presentations;
    
    site visits and briefings on strategy for investment analysts;
    
    an e-mail alert service to advise shareholders and other interested parties of
announcements and other events; and
    
    equality of access for shareholders and investment analysts to briefings,
presentations and meetings and equality of media access to us, on a reasonable basis.
 Investor Website
 (www.jameshardie.com)
 Compliance with Corporate Governance Requirements
 NYSE Corporate Governance Rules
     81




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##### Table of Contents




    
    In the U.S., an audit committee of a public company is required to be directly
responsible for appointing the companys independent registered public accounting firm.
Under Dutch law, the independent registered public accounting firm is appointed by the
shareholders or, in the absence of such an appointment, by the Supervisory Board and
then the Managing Board; and
    
    NYSE rules require each issuer to have an audit committee, a compensation committee
(equivalent to a remuneration committee) and a nominating committee composed entirely
of independent directors. As a foreign private issuer, we do not have to comply with
this requirement. In our case, the charters of our Board Committees reflect Australian
and Dutch practices, in that we have a majority of independent directors on these
committees, unless a higher number is mandatory. Notwithstanding this difference, our
Supervisory Board has determined that all of the current members of our Audit
Committee, Remuneration Committee and Nominating and Governance Committee presently
qualify as independent in accordance with the rules and regulations of the SEC and the
NYSE.
 Current and Former Directors and Executive Officers
  Name
    
    Age
    
    Position
    
    Term ExpiresSupervisory BoardMichael Hammes
    
    67
    
    Chairman of the Joint Board and the Supervisory Board
    
    2010Donald McGauchie AO
    
    59
    
    Deputy Chairman of the Joint Board and Deputy Chairman of the Supervisory Board
    
    2009Brian Anderson
    
    58
    
    Member of the Joint Board and the Supervisory Board
    
    2010David Harrison
    
    62
    
    Member of the Joint Board and the Supervisory Board
    
    2011James Osborne (1)
    
    60
    
    Member of the Joint Board and the Supervisory Board
    
    2009Rudy van der Meer
    
    64
    
    Member of the Joint Board and the Supervisory Board
    
    2010Managing BoardLouis Gries
    
    55
    
    Chief Executive Officer, Member of
the Joint Board and Chairman of the Managing BoardRussell Chenu
    
    59
    
    Chief Financial Officer and Member of the Managing BoardRobert Cox (2)
    
    55
    
    General Counsel, Member of the Managing Board and Company Secretary
 
 (1)
    
    Mr. Osborne was appointed as a non-executive director on March 12, 2009. As required by our
Articles of Association, Mr. Osborne will stand for re-election at the 2009 AGM.(2)
    
    Mr. Cox was appointed General Counsel on January 14, 2008. He became a member of the Managing
Board and Company Secretary effective May 7, 2008. 82




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##### Table of Contents



Other Senior Leadership Team Officers
    
    Age
    
    PositionMark Fisher
    
    38
    
    Vice President  Research and DevelopmentGrant Gustafson
    
    46
    
    Vice President  InternationalBrian Holte
    
    42
    
    Vice President  General Manager Western DivisionSean OSullivan (1)
    
    44
    
    Vice President  Investor and Media RelationsNigel Rigby
    
    42
    
    Vice President  General Manager Eastern DivisionFormer Directors and Senior
Leadership Team OfficersDavid Andrews (2)
    
    67
    
    Former Member of the Joint Board and the Supervisory BoardDonald DeFosset (3)
    
    60
    
    Former Member of the Joint Board and the Supervisory BoardJames Loudon (4)
    
    66
    
    Former Member of the Joint Board and the Supervisory BoardCatherine Walter AM (5)
    
    56
    
    Former Member of the Joint Board and the Supervisory BoardPeter Baker (6)
    
    58
    
    Former Executive Vice President  Asia PacificJoel Rood (7)
    
    51
    
    Former Vice President  General Manager Southern Division
 
 (1)
    
    Mr. OSullivan joined our Company in December 2008.(2)
    
    Mr. Andrews resigned from the Joint and Supervisory Boards effective February 10, 2009.(3)
    
    Mr. DeFosset resigned from the Joint and Supervisory Boards effective August 31, 2008.(4)
    
    Mr. Loudon resigned from the Joint and Supervisory Boards on August 22, 2008.(5)
    
    Mrs. Walter resigned from the Joint and Supervisory Boards on March 13, 2009.(6)
    
    Mr. Baker separated from the Company on March 31, 2009.(7)
    
    Mr. Rood separated from the Company on November 3, 2008. Directors
 Michael Hammes
 Donald McGauchie
 Brian Anderson
 83




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##### Table of Contents



David Harrison
 James Osborne
 Rudy van der Meer
 Louis Gries
 Russell Chenu
 Robert Cox
 84




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##### Table of Contents



Senior Leadership Team Officers
 Mark Fisher
 Grant Gustafson
 Brian Holte
 Sean OSullivan
 Nigel Rigby
  85




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##### Table of Contents



Employees
  Fiscal Years Ended March 31,2009
    
    2008
    
    2007Fiber Cement United States and Canada
    
    
    1,323
    
    
    
    1,809
    
    
    
    1,868Fiber Cement Australia
    
    
    396
    
    
    
    397
    
    
    
    419Fiber Cement New Zealand
    
    
    167
    
    
    
    188
    
    
    
    164Fiber Cement Philippines
    
    
    158
    
    
    
    167
    
    
    
    170Pipes (United States and Australia)
    
    
    63
    
    
    
    116
    
    
    
    131Fiber Cement Europe
    
    
    45
    
    
    
    46
    
    
    
    41Research & Development, including Technology
    
    
    106
    
    
    
    111
    
    
    
    101General Corporate
    
    
    48
    
    
    
    48
    
    
    
    50Total Employees
    
    
    2,306
    
    
    
    2,882
    
    
    
    2,944
 1
 
 1
    
    Under Australian law, we cannot keep records of union
members. The number quoted is the number of people who work in our factories
that have union participation and therefore may be represented by a union. 86




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##### Table of Contents



Compensation
 Remuneration
   Primary
    
    EquityDirectors
    
    JHI NV
    
    Other BenefitsName
    
    Fees (1)
    
    Stock (2)
    
    (3)
    
    TotalNon-Executive DirectorsM. Hammes (4)Fiscal year 2009
    
    $
    222,500
    
    
    $
    21,250
    
    
    $
    3,988
    
    
    $
    247,738Fiscal year 2008
    
    
    60,636
    
    
    
    59,583
    
    
    
    3,192
    
    
    
    123,411D. McGauchie (4)Fiscal year 2009
    
    
    185,000
    
    
    
    
    
    
    
    11,627
    
    
    
    196,627Fiscal year 2008
    
    
    136,000
    
    
    
    50,000
    
    
    
    3,192
    
    
    
    189,192B. Anderson (4)Fiscal year 2009
    
    
    155,000
    
    
    
    
    
    
    
    1,300
    
    
    
    156,300Fiscal year 2008
    
    
    71,000
    
    
    
    50,000
    
    
    
    3,192
    
    
    
    124,192D. Harrison (4) (5)Fiscal year 2009
    
    
    105,537
    
    
    
    
    
    
    
    4,178
    
    
    
    109,715Fiscal year 2008
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJ. Osborne (6)Fiscal year 2009
    
    
    6,333
    
    
    
    
    
    
    
    
    
    
    
    6,333Fiscal year 2008
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AR. van der Meer (4)Fiscal year 2009
    
    
    60,000
    
    
    
    60,000
    
    
    
    14,407
    
    
    
    134,407Fiscal year 2008
    
    
    51,000
    
    
    
    50,000
    
    
    
    
    
    
    
    101,000Former Non-Executive
DirectorsD. Andrews (4) (7)Fiscal year 2009
    
    
    116,806
    
    
    
    
    
    
    
    14,455
    
    
    
    131,261Fiscal year 2008
    
    
    30,782
    
    
    
    29,167
    
    
    
    3,192
    
    
    
    63,141D. DeFosset (4) (8)Fiscal year 2009
    
    
    50,217
    
    
    
    
    
    
    
    11,553
    
    
    
    61,770Fiscal year 2008
    
    
    175,863
    
    
    
    91,667
    
    
    
    27,394
    
    
    
    294,924J. Loudon (4) (9)Fiscal year 2009
    
    
    47,283
    
    
    
    
    
    
    
    5,538
    
    
    
    52,821Fiscal year 2008
    
    
    101,000
    
    
    
    
    
    
    
    3,192
    
    
    
    104,192C. Walter (10)Fiscal year 2009
    
    
    113,667
    
    
    
    
    
    
    
    1,300
    
    
    
    114,967Fiscal year 2008
    
    
    37,500
    
    
    
    37,500
    
    
    
    3,192
    
    
    
    78,192Total Compensation for
Non-Executive
DirectorsFiscal year 2009
    
    $
    1,062,343
    
    
    $
    81,250
    
    
    $
    68,346
    
    
    $
    1,211,939Fiscal year 2008
    
    $
    663,781
    
    
    $
    367,917
    
    
    $
    46,546
    
    
    $
    1,078,244
 87




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##### Table of Contents



(1)
    
    Amount includes base, Chairman, Deputy Chairman, Committee Chairman, Special Matter Committee
attendance and Due Diligence Committee attendance fees.(2)
    
    The actual amount spent by each Supervisory Board member was determined after deducting
applicable Dutch taxes from this amount. The number of JHI NV shares acquired was determined
by dividing the amount of participation in the Supervisory Board Share Plan 2006 (which we
refer to as SBSP) by the market purchase price.(3)
    
    Other Benefits includes the cost of non-executive directors fiscal compliance in The
Netherlands. For Mr. DeFosset, fiscal year 2008 also includes for the period he was Chairman
of the Joint and Supervisory Boards, office costs, the personal use of a company laptop and
PDA phone.(4)
    
    We pay for expenses related to Supervisory Board spousal travel to accompany them to up to
one Board meeting per year. In fiscal year 2009, we paid $2,688, $2,878, $10,327, $14,407,
$13,155, $10,253 and $4,238 for spousal travel for Messrs. Hammes, Harrison, McGauchie, van
der Meer, Andrews, DeFosset and Loudon, respectively. In fiscal year 2008, we paid $15,984,
$16,331 and $21,865 for spousal travel for Messrs. Hammes, McGauchie and Anderson,
respectively.(5)
    
    Mr. Harrison was appointed to the Companys Joint and Supervisory Boards effective May 19,
2008.(6)
    
    Mr. Osborne was appointed to the Companys Joint and Supervisory Boards effective March 12,
2009.(7)
    
    Mr. Andrews was appointed to the Companys Joint and Supervisory Boards effective September
1, 2007. Mr. Andrews resigned from the Joint and Supervisory Boards on February 10, 2009.(8)
    
    Mr. DeFosset resigned from the Joint and Supervisory Boards effective August 31, 2008.(9)
    
    Mr. Loudon resigned from the Joint and Supervisory Boards on August 22, 2008.(10)
    
    Mrs. Walter resigned from the Joint and Supervisory Boards on March 13, 2009. 
 88




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##### Table of Contents



Primary
    
    Post-
employment
    
    Equity
    
    OtherRelocationAllowances,ExpatriateSuperan-
    
    
    
    
    
    Benefits, andNoncash
    
    nuation and
    
    
    
    
    
    Other Non-Bonuses
    
    Benefits
    
    401(k)
    
    Equity
    
    recurringName
    
    Base Pay
    
    (1)
    
    (2)
    
    Benefits
    
    Awards (3)
    
    (4)
    
    Severance
    
    TotalCurrent Executive
DirectorsL. GriesFiscal year 2009
    
    $
    863,448
    
    
    $
    1,215,876
    
    
    $
    268,008
    
    
    $
    19,872
    
    
    $
    2,146,279
    
    
    $
    171,674
    
    
    $
    
    
    
    $
    4,685,157Fiscal year 2008
    
    
    836,763
    
    
    
    659,033
    
    
    
    143,477
    
    
    
    24,741
    
    
    
    1,588,941
    
    
    
    161,380
    
    
    
    
    
    
    
    3,414,335R. ChenuFiscal year 2009
    
    
    676,719
    
    
    
    216,453
    
    
    
    40,983
    
    
    
    60,025
    
    
    
    296,514
    
    
    
    148,366
    
    
    
    
    
    
    
    1,439,060Fiscal year 2008
    
    
    712,430
    
    
    
    238,851
    
    
    
    44,032
    
    
    
    63,238
    
    
    
    223,959
    
    
    
    133,451
    
    
    
    
    
    
    
    1,415,961R. Cox (5)Fiscal year 2009
    
    
    444,808
    
    
    
    339,300
    
    
    
    14,354
    
    
    
    
    
    
    
    79,575
    
    
    
    308,583
    
    
    
    
    
    
    
    1,186,620Fiscal year 2008
    
    
    86,538
    
    
    
    
    
    
    
    2,332
    
    
    
    2,077
    
    
    
    
    
    
    
    65,502
    
    
    
    
    
    
    
    156,449Total Compensation
for Executive
DirectorsFiscal year 2009
    
    $
    1,984,975
    
    
    $
    1,771,629
    
    
    $
    323,345
    
    
    $
    79,897
    
    
    $
    2,522,368
    
    
    $
    628,623
    
    
    $
    
    
    
    $
    7,310,837Fiscal year 2008
    
    $
    1,635,731
    
    
    $
    897,884
    
    
    $
    189,841
    
    
    $
    90,056
    
    
    $
    1,812,900
    
    
    $
    360,333
    
    
    $
    
    
    
    $
    4,986,745Current Senior
ExecutivesM. FisherFiscal year 2009
    
    
    340,433
    
    
    
    273,670
    
    
    
    35,961
    
    
    
    14,014
    
    
    
    328,408
    
    
    
    
    
    
    
    
    
    
    
    992,486Fiscal year 2008
    
    
    326,510
    
    
    
    136,890
    
    
    
    25,505
    
    
    
    11,958
    
    
    
    299,823
    
    
    
    
    
    
    
    
    
    
    
    800,686G. GustafsonFiscal year 2009
    
    
    324,208
    
    
    
    260,623
    
    
    
    57,257
    
    
    
    14,004
    
    
    
    226,176
    
    
    
    13,250
    
    
    
    
    
    
    
    895,518Fiscal year 2008
    
    
    313,077
    
    
    
    82,811
    
    
    
    29,446
    
    
    
    12,681
    
    
    
    164,951
    
    
    
    29,655
    
    
    
    
    
    
    
    632,621B. HolteFiscal year 2009
    
    
    321,942
    
    
    
    258,158
    
    
    
    41,194
    
    
    
    13,953
    
    
    
    237,361
    
    
    
    
    
    
    
    
    
    
    
    872,608Fiscal year 2008
    
    
    315,000
    
    
    
    88,191
    
    
    
    36,387
    
    
    
    10,177
    
    
    
    192,783
    
    
    
    71,072
    
    
    
    
    
    
    
    713,610N. RigbyFiscal year 2009
    
    
    340,433
    
    
    
    273,670
    
    
    
    24,967
    
    
    
    
    
    
    
    328,408
    
    
    
    
    
    
    
    
    
    
    
    967,478Fiscal year 2008
    
    
    326,510
    
    
    
    136,890
    
    
    
    34,307
    
    
    
    
    
    
    
    299,823
    
    
    
    12,418
    
    
    
    
    
    
    
    809,948
 89




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##### Table of Contents



Primary
    
    Post-employment
    
    Equity
    
    OtherRelocationAllowances,ExpatriateSuperan-
    
    
    
    
    
    Benefits, andNoncash
    
    nuation and
    
    
    
    
    
    Other Non-Bonuses
    
    Benefits
    
    401(k)
    
    Equity
    
    recurringName
    
    Base Pay
    
    (1)
    
    (2)
    
    Benefits
    
    Awards (3)
    
    (4)
    
    Severance
    
    TotalFormer Senior
ExecutivesP. Baker (6)Fiscal year 2009
    
    
    357,937
    
    
    
    89,484
    
    
    
    8,632
    
    
    
    32,214
    
    
    
    67,986
    
    
    
    73,899
    
    
    
    82,600
    
    
    
    712,752Fiscal year 2008
    
    
    341,244
    
    
    
    57,958
    
    
    
    6,728
    
    
    
    30,712
    
    
    
    51,296
    
    
    
    
    
    
    
    
    
    
    
    487,938J. Rood (7)Fiscal year 2009
    
    
    198,382
    
    
    
    
    
    
    
    29,183
    
    
    
    
    
    
    
    222,282
    
    
    
    33,330
    
    
    
    135,208
    
    
    
    618,385Fiscal year 2008
    
    
    315,000
    
    
    
    69,300
    
    
    
    37,827
    
    
    
    
    
    
    
    190,408
    
    
    
    3,879
    
    
    
    
    
    
    
    616,414Total Compensation
for Senior
ExecutivesFiscal year 2009
    
    $
    1,883,335
    
    
    $
    1,155,605
    
    
    $
    197,194
    
    
    $
    74,185
    
    
    $
    1,410,621
    
    
    $
    120,479
    
    
    $
    217,808
    
    
    $
    5,059,227Fiscal year 2008
    
    $
    1,937,341
    
    
    $
    572,040
    
    
    $
    170,200
    
    
    $
    65,528
    
    
    $
    1,199,084
    
    
    $
    117,024
    
    
    $
    
    
    
    $
    4,061,217
 
 (1)
    
    Bonuses in respect of each fiscal year are paid in June of the following fiscal year. The
amount in fiscal year 2009 includes all incentive amounts accrued for in respect of fiscal
year 2009, pursuant to the terms of the applicable plans. The amount in fiscal year 2008
includes all incentive amounts earned in respect of fiscal year 2008, pursuant to the terms of
the applicable plans and the cash component of the Deferred Bonus Program.See Other Compensation for a summary of the terms of our incentive plans.(2)
    
    Includes the aggregate amount of all noncash benefits received by the executive in the year
indicated. Examples of noncash benefits that may be received by our executives include medical
and life insurance benefits, car allowances, membership in executive wellness programs, long
service leave, and tax services.(3)
    
    Equity awards are valued using either the Black-Scholes pricing model or the Monte Carlo
pricing method, depending on the plan the equity awards were issued under, and the fair value
of equity awards granted are included in compensation during the period in which the equity
awards vest.(4)
    
    Other non-recurring benefits include cash paid in lieu of vacation accrued, as permitted
under our U.S. vacation policy and California law.(5)
    
    Mr. Cox joined the Company on January 14, 2008 and became a member of the Managing Board
effective May 7, 2008. This table covers all of his remuneration for fiscal years 2009 and
2008, including the remuneration before his appointment as a member of the Managing Board.(6)
    
    Mr. Baker separated from the company effective March 31, 2009. Mr. Baker received the U.S.
equivalent of $73,899 on March 31, 2009 as payment for his accrued vacation time and this is
recorded as Other Non-recurring in this table.(7)
    
    Mr. Rood separated from the Company on November 3, 2008. Severance amount includes
post-employment consulting fees paid in fiscal year 2009. As part of his separation benefits,
Mr. Rood entered into a 2-year consulting agreement, under which he will be paid a consulting
fee equivalent to his current annual salary, at the time of his separation, on a monthly basis
for up to a period of 24 months provided that the consulting agreement is not terminated
earlier in accordance with its terms. Mr. Rood received cash of $33,330 as payment for his
accrued vacation time and this is recorded as Other Non-recurring in this table. 
 90




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##### Table of Contents



Employment Contracts
  Chief Executive Office
  Components
    
    DetailsLength of contract
    
    Initially a three year term, commencing
February 10, 2005. Term is automatically
extended on 9th day of each February for an
additional one year unless either party
notifies the other, 90 days in advance of the
automatic renewal date, that it does not want
the term to renew.Base salary (1)
    
    $900,000 for  fiscal year 2009. Salary reviewed
annually  by the Supervisory Board.Short-term incentive
    
    Annual short-term incentive target is 100% of
annual base salary for the current year. The
quantum of short-term incentive target is
reviewed annually  by the Supervisory
Board.The Remuneration Committee recommends the
Companys and Chief Executive Officers
performance objectives, and the performance
against these objectives, to the Supervisory
Board for approval. The Chief Executive
Officers short-term incentive is calculated
under the Executive Incentive Plan (which
includes the Individual Performance Plan).Long-term incentive
    
    Upon the approval of the shareholders, stock
options or other equity incentive will be
granted each year. The recommended number of
options or other form of equity to be granted
will be appropriate for this level of
executive in the United States.Defined Contribution Plan
    
    The Chief Executive Officer may participate in
the U.S. 401(k) defined contribution plan up
to the annual IRS limit. The Company will
match the Chief Executive Officers
contributions into the plan up to the annual
IRS limit.Resignation
    
    The Chief Executive Officer may cease
employment with the Company by providing
written notice.Termination by James Hardie
    
    The Company may terminate the Chief Executive
Officers employment for cause or not for
cause. If the Company terminates the
employment, not for cause, or the Chief
Executive Officer terminates his employment
for good reason the Company will pay the
following:a. amount equivalent to 1.5 times
the Chief Executive Officers annual
base salary at the time of termination; andb. amount equivalent to 1.5 times the
Chief Executive Officers average short-term incentive
actually paid in up to the previous three
fiscal years as Chief Executive Officer; andc. continuation of health and medical benefits
at the Companys expense for the remaining
term of the agreement and consulting agreement
referenced below.
 91




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##### Table of Contents



Components
    
    DetailsPost-termination Consulting
    
    The Company will request the Chief Executive
Officer, and the Chief Executive Officer will
agree, to consult to the Company upon
termination for a minimum of two years, as
long as the Chief Executive Officer maintains
the Companys non-compete and confidentiality
agreements and executes a release of claims
following the effective date of termination.
Under the consulting agreement, the Chief
Executive Officer will receive the annual base
salary and annual target incentive in exchange
for this consulting and non-compete. Under the
terms of equity incentive grants made to the
Chief Executive Officer under the Managing
Board Transitional Stock Option Plan and
Long-Term Incentive Plan, the Chief Executive
Officers outstanding options will not expire
during any post-termination consulting period.
This arrangement is a standard arrangement for
U.S. executives and the Supervisory Board
considers that it is an appropriate restraint
for Mr. Gries given his intimate involvement
in developing the Companys fiber cement
business in the U.S. over the past 18 years.
 
 (1)
    
    See actual salary paid for fiscal year 2009 in this section under Compensation. Chief Financial Officer
  Components
    
    DetailsLength of contract
    
    Fixed period of three years concluding October 5, 2010.Base salary (1)
    
    A$848,600 for fiscal year 2009. Salary reviewed
annually by the Supervisory Board.Short-term incentive
    
    Annual short-term incentive target is 33% of annual
base salary as set out in his employment contract,
based on personal goals under the Individual
Performance Plan. The Chief Financial Officer does not
participate in the Executive Incentive Plan for his
short-term incentive other than the arrangement in
fiscal years 2009 and 2010 where some of the Chief
Financial Officers long-term incentive target was
transferred to short-term incentive target under the
Executive Incentive Program.Long-term incentive
    
    Upon the approval of the shareholders, stock options
or other long-term equity with performance hurdles
will be granted each year. The recommended value of
equity to be granted will be equivalent to at least
$350,000. If the Chief Financial Officer ceases
employment with the Company then a pro-rata amount of
each tranche of the Chief Financial Officers unvested
options or other form of equity will expire on the date employment ceases,
calculated based on the formula D=Cx(A/B), where A is
the number of months from the date employment ceases
to the first testing or vesting date, B is the number
of months from the date of grant until the first
testing or vesting date and C is the total number of
options or other form of equity granted in the
relevant tranche. The remaining unvested/unexercised
options or other form of equity will continue as if
the Chief Financial Officer remained employed by the
Company until the first testing or vesting date, at
which point any options or other form of equity that
do not vest at that time will also lapse.Superannuation
    
    The Company will contribute 9% of gross salary to the
Chief Financial Officers nominated superannuation
fund.
 92




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##### Table of Contents



Components
    
    DetailsResignation or Termination
    
    The Company or Chief Financial Officer may cease the
Chief Financial Officers employment with the Company
by providing three months notice in writing.
 Redundancy or diminution
of role
    
    If the position of Chief Financial Officer is
determined to be redundant or subject to a material
diminution in status, duties or responsibility, the
Company or the Chief Financial Officer may terminate
the Chief Financial Officers employment. The Company
will pay the Chief Financial Officer a severance
payment equal to the greater of 12 months pay or the
remaining proportion of the term of the contract.
 
 (1)
    
    See actual salary paid for fiscal year 2009 in this section under Compensation. General Counsel
  Components
    
    DetailsLength of contract
    
    Indefinite.Base salary (1)
    
    $450,000 for fiscal year 2009. Salary reviewed
annually  by the Supervisory Board.Short-term incentive
    
    Annual short-term incentive target is 65% of
annual base salary as set out in his
employment contract. The General Counsels
short-term incentive is calculated under the
Executive Incentive Plan (which includes the
Individual Performance Plan).Long-term incentive
    
    Upon the approval of the shareholders, stock
options or other long-term equity with
performance hurdles will be granted each year.
The recommended value of equity to be granted
will be equivalent to at least $500,000.Resignation
    
    The General Counsel may cease employment with
the Company by providing 30 days written
notice.Termination by James Hardie
    
    The Company may terminate the General
Counsels employment for cause or not for
cause. If the Company terminates the
employment, not for cause, or the General
Counsel terminates his employment for good
reason, the Company may request the General
Counsel to consult to the Company for two
years as set out below. No other termination payment is payable.Post-termination Consulting
    
    Depending on the reasons for termination, the
Company may request the General Counsel, and
the General Counsel will agree, to consult to
the Company for two years upon termination, as
long as he signs and complies with 1) a
consulting agreement, which will require him
to maintain non-compete and confidentiality
obligations to the Company, and 2) a release
of claims in a form acceptable to the Company.
In exchange for the consulting agreement, the
Company shall pay the General Counsels annual
base salary as of the termination date for
each year of consulting.
 
 (1)
    
    See actual salary paid for fiscal year 2009 in this section under Compensation. 93




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##### Table of Contents



Benefits Contained in Contracts for Chief Executive Officer, Chief Financial Officer and General
Counsel
  Components
    
    DetailsInternational Assignment
    
    The Managing Board directors receive additional
benefits due to international assignment: housing
allowance, expatriate Goods and Services
allowance, moving and storage.Other
    
    Tax Equalization:The Company covers the extra
personal tax burden imposed by residency in The
Netherlands.Tax Advice:The Company will pay the costs of
filing income tax returns to the required
countries.Health, Welfare and Vacation Benefits:Eligible
to receive all health, welfare and vacation
benefits offered to all U.S. employees, or
similar benefits. Are also eligible to
participate in the Companys Executive Health and
Wellness program.Business Expenses:Entitled to receive
reimbursement for all reasonable and necessary
travel and other business expenses incurred or
paid for in connection with the performance of
their services under their employment agreements.Automobile: The Company will either purchase or
lease an automobile for business and personal use
or, in the alternative, they will be entitled to
an automobile equivalent to the level of vehicle
they could receive in the U.S.
 94




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##### Table of Contents



Senior Executives Employment Contracts
  Components
    
    DetailsLength of contract
    
    Indefinite.Base salary
    
    Base salary is subject to
Remuneration Committee approval
and reviewed annually.Short-term incentive
    
    An annual short-term incentive
target is set at a percentage of
the senior executives salary.
The short-term target is 55% and reviewed annually.Long-term incentive
    
    Upon the approval of the
Supervisory Board, restricted
stock units have been granted
under the long-term incentive
plan in the form of Relative TSR
restricted stock units and
Executive Incentive Program
restricted stock units.Defined Contribution Plan/Superannuation
    
    U.S. senior executives may
participate in the U.S. 401(k)
defined contribution plan up to
the annual IRS limit. The
Company will match the senior
executives contributions into
the plan up to the annual IRS
limit.Resignation
    
    The senior executive may cease
employment with the Company by
providing 30 days written
notice.Termination by James Hardie
    
    The Company may terminate the
senior executives employment
for cause or not for cause. Other than the post-termination
consulting arrangement discussed below for a termination without
cause or a resignation for good reason, no other termination payments
are payable.Post-termination Consulting
    
    Depending on the senior
executives individual contract,
and the reasons for termination,
the Company may request the
senior executive, and the senior
executive will agree, to consult
to the Company for two years
upon termination, as long as
they sign and comply with 1) a
consulting agreement, which will
require them to maintain
non-compete and confidentiality
obligations to the Company, and
2) a release of claims in a form
acceptable to the Company. In
exchange for the consulting
agreement, the Company shall pay
the senior executives annual
base salary as of the
termination date for each year
of consulting.Other
    
    Health, Welfare and Vacation
Benefits:Eligible to receive
all health, welfare and vacation
benefits offered to all U.S.
employees and also eligible to
participate in the Companys
Executive Health and Wellness
program.Business Expenses:The senior
executives are entitled to
receive reimbursement for all
reasonable and necessary travel
and other business expenses
incurred or paid in connection
with the performance of services
under their employment.Automobile:The Company will
either lease an automobile for
business and personal use by the
senior executive, or, in the
alternative, the executive will
be entitled to an automobile
lease allowance not to exceed
$750 per month.
  95




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##### Table of Contents



Share Ownership
  Number ofSharesBeneficially
    
    Percent of ClassName
    
    Owned
    
    (1)Current Directors and Executive OfficersMichael Hammes (2)
    
    
    21,464
    
    
    
    *Donald McGauchie (3)
    
    
    15,372
    
    
    
    *Brian Anderson
    
    
    6,124
    
    
    
    *David Harrison
    
    
    10,000
    
    
    
    *James Osborne
    
    
    
    
    
    
    Rudy van der Meer
    
    
    16,355
    
    
    
    *Louis Gries
    
    
    2,317,219
    
    
    
    *Russell Chenu
    
    
    208,000
    
    
    
    *Robert Cox
    
    
    
    
    
    
    Mark Fisher
    
    
    885,091
    
    
    
    *Grant Gustafson
    
    
    134,806
    
    
    
    *Brian Holte
    
    
    138,200
    
    
    
    *Nigel Rigby
    
    
    598,698
    
    
    
    *Former Directors and Executive OfficersDavid Andrews (4)
    
    
    3,903
    
    
    
    *Donald DeFosset (5)
    
    
    25,877
    
    
    
    *James Loudon (6)
    
    
    12,655
    
    
    
    *Catherine Walter (7)
    
    
    11,407
    
    
    
    *Peter Baker
    
    
    65,655
    
    
    
    *Joel Rood
    
    
    
    
    
    
    
 
 *
    
    Indicates that the individual beneficially owns less than 1% of our shares of common stock.(1)
    
    Based on 432,263,720 shares of common stock outstanding at May 31, 2009 (all of which are
subject to CUFS).(2)
    
    As of May 31, 2009, 16,464 shares were held in the name of Mr. and Mrs. Hammes.(3)
    
    As of May 31, 2009 6,000 shares were held for the McGauchie Superannuation Fund for which Mr.
McGauchie is a trustee.(4)
    
    As of February 10, 2009, the date of Mr. Andrews resignation, all shares were held in a
trust, of which Mr. Andrews and his wife are trustees.(5)
    
    As of August 31, 2008, the date of Mr. DeFossets resignation, 15,500 shares are held by Bank
of New York on behalf of Mr. DeFosset.(6)
    
    As of August 22, 2008, the date of Mr. Loudons resignation, 6,300 shares were held by HSBC
Nominees on behalf of Mr. Loudon.(7)
    
    As of March 13, 2009, the date of Mrs. Walters resignation, 6,375 shares were held in the
Walter Super Fund.  96




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##### Table of Contents



Option Ownership
  Number of Shares UnderlyingName
    
    Options Owned
    
    Exercise Price
    
    Expiration DateCurrent Executive OfficersLouis Gries
    
    
    40,174
    
    
    (1, 2)
    
    A$3.1321/share (3, 4, 5)
    
    November 2009175,023
    
    
    (1, 6)
    
    A$3.0921/share (3, 4, 5)
    
    November 2010324,347
    
    
    (7)
    
    A$5.0586/share (4, 5)
    
    December 2011325,000
    
    
    (8)
    
    A$6.4490/share (5)
    
    December 2012325,000
    
    
    (9)
    
    A$7.05/share
    
    December 20131,000,000
    
    
    (10)
    
    A$8.53/share
    
    November 2015381,000
    
    
    (15)
    
    A$8.40/share
    
    November 2016415,000
    
    
    (15)
    
    A$8.40/share
    
    November 2016437,000
    
    
    (15)
    
    A$7.83/share
    
    August 2017445,000
    
    
    (15)
    
    A$7.83/share
    
    August 2017Russell Chenu
    
    
    93,000
    
    
    (11)
    
    A$6.30/share
    
    February 201590,000
    
    
    (10)
    
    A$8.53/share
    
    November 201560,000
    
    
    (15)
    
    A$8.40/share
    
    November 201665,000
    
    
    (15)
    
    A$8.40/share
    
    November 201666,000
    
    
    (15)
    
    A$7.83/share
    
    August 201768,000
    
    
    (15)
    
    A$7.83/share
    
    August 2017Robert Cox
    
    
    Mark Fisher
    
    
    92,113
    
    
    (1, 6)
    
    A$3.0921/share (3, 4, 5)
    
    November 201068,283
    
    
    (7)
    
    A$5.0586/share (4, 5)
    
    December 201174,000
    
    
    (8)
    
    A$6.4490/share (5)
    
    December 2012132,000
    
    
    (9)
    
    A$7.05/share
    
    December 2013180,000
    
    
    (13)
    
    A$5.99/share
    
    December 2014190,000
    
    
    (12)
    
    A$8.90/share
    
    December 2015158,500
    
    
    (14)
    
    A$8.40/share
    
    November 2016277,778
    
    
    (17)
    
    A$6.38/share
    
    December 2017Grant Gustafson
    
    
    158,500
    
    
    (14)
    
    A$8.40/share
    
    November 2016222,222
    
    
    (17)
    
    A$6.38/share
    
    December 2017Brian Holte
    
    
    151,400
    
    
    (16)
    
    A$8.35/share
    
    March 2017250,000
    
    
    (17)
    
    A$6.38/share
    
    December 2017Nigel Rigby
    
    
    20,003
    
    
    (7)
    
    A$5.0586/share (4, 5)
    
    December 201127,000
    
    
    (8)
    
    A$6.4490/share (5)
    
    December 201233,000
    
    
    (9)
    
    A$7.05/share
    
    December 2013180,000
    
    
    (13)
    
    A$5.99/share
    
    December 2014190,000
    
    
    (12)
    
    A$8.90/share
    
    December 2015158,500
    
    
    (14)
    
    A$8.40/share
    
    November 2016277,778
    
    
    (17)
    
    A$6.38/share
    
    December 2017
 97




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##### Table of Contents



Number of SharesUnderlying OptionsName
    
    Owned
    
    Exercise Price
    
    Expiration DateFormer Executive OfficersPeter Baker
    
    
    40,000
    
    
    (12)
    
    A$8.90/share
    
    June 200913,750
    
    
    (14)
    
    A$8.40/share
    
    June 200911,905
    
    
    (17)
    
    A$6.38/share
    
    June 2009Joel Rood
    
    
    
 
 (1)
    
    This nonqualified stock option to purchase shares of our common stock was granted on October
19, 2001 under our 2001 Equity Incentive Plan in exchange for the termination of an award of
shadow stock covering an equal number of shares of JHIL common stock. See Equity Plans  2001
Equity Incentive Plan under Item 6.(2)
    
    All options vested and became exercisable in November 2004.(3)
    
    The exercise price reflects an A$0.0965 per share price reduction due to a capital return
paid to shareholders in December 2001.(4)
    
    The exercise price reflects an A$0.3804 per share price reduction due to a capital return
paid to shareholders in November 2002.(5)
    
    The exercise price reflects an A$0.2110 per share price reduction due to a capital return
paid to shareholders in November 2003.(6)
    
    All options vested and became exercisable in November 2005.(7)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in
December 2004.(8)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in
December 2005.(9)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in
December 2006.(10)
    
    Granted under the Managing Board Transitional Stock Option Plan. Option vesting is subject to
performance hurdles as outlined in the plan rules.(11)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in
February 2008.(12)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable on
December 1, 2008.(13)
    
    Granted under the 2001 Equity Incentive Plan. All options vested and became exercisable in
December 2007.(14)
    
    Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three
installments: 25% on November 21, 2007; 25% on November 21, 2008; and 50% on November 21,
2009.(15)
    
    Granted under the Long Term Incentive Plan. Option vesting is subject to performance
hurdles as outlined in the plan rules.(16)
    
    Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three
installments: 25% on March 27, 2008; 25% on March 27, 2009; and 50% on March 27, 2010.(17)
    
    Granted under the 2001 Equity Incentive Plan. Options vest and become exercisable in three
installments: 25% on December 10, 2008; 25% on December 10, 2009; and 50% on December 10,
2010. 98




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##### Table of Contents



Restricted Stock Unit Ownership
  Number of Restricted Stock UnitsName
    
    Owned
    
    Vested
    
    UnvestedCurrent Executive OfficersLouis Gries
    
    
    201,324
    (1)
    
    
    
    
    
    
    201,324558,708
    (2)
    
    
    
    
    
    
    558,708487,446
    (3)
    
    
    
    
    
    
    487,446Russell Chenu
    
    
    108,637
    (2)
    
    
    
    
    
    
    108,63794,781
    (3)
    
    
    
    
    
    
    94,781Robert Cox
    
    
    155,196
    (2)
    
    
    
    
    
    
    155,196135,402
    (3)
    
    
    
    
    
    
    135,402Mark Fisher
    
    
    36,066
    (4)
    
    
    
    
    
    
    36,066116,948
    (5)
    
    
    
    
    
    
    116,94877,548
    (3)
    
    
    
    
    
    
    77,548Grant Gustafson
    
    
    16,459
    (4)
    
    
    
    
    
    
    16,459116,948
    (5)
    
    
    
    
    
    
    116,94877,548
    (3)
    
    
    
    
    
    
    77,548Brian Holte
    
    
    7,455
    (4)
    
    
    
    
    
    
    7,455116,948
    (5)
    
    
    
    
    
    
    116,94877,548
    (3)
    
    
    
    
    
    
    77,548Nigel Rigby
    
    
    36,066
    (4)
    
    
    
    
    
    
    36,066116,948
    (5)
    
    
    
    
    
    
    116,94877,548
    (3)
    
    
    
    
    
    
    77,548Former Executive OfficersPeter Baker
    
    
    
    
    
    
    
    
    
    
    Joel Rood
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Granted under the Long Term Incentive Plan and Deferred Bonus Program on September 15, 2008.
Restricted stock units vest in one installment, 100% on September 15, 2010.(2)
    
    Granted under the Long Term Incentive Plan on September 15, 2008. Restricted stock units
vesting is subject to performance hurdles as outlined in the plan rules.(3)
    
    Granted under the Long Term Incentive Plan on May 29, 2009. Restricted stock units vesting is
subject to performance hurdles as outlined in the plan rules.(4)
    
    Granted under the 2001 Equity Incentive Plan and Deferred Bonus Program on June 17, 2008.
Restricted stock units vest in one installment, 100% on June 17, 2010.(5)
    
    Granted under the Long Term Incentive Plan on December 17, 2008. Restricted stock units
vesting is subject to performance hurdles as outlined in the plan rules. Stock-Based Compensation
  99




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##### Table of Contents



Executive Share Purchase Plan
 ,
 Managing Board Transitional Stock Option Plan
   Effect of Change in Control.
 JHI NV 2001 Equity Incentive Plan
   100




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##### Table of Contents



Options Outstanding as ofShare Grant Date
    
    Number of Options Granted
    
    May 31, 2009October 2001 (1)
    
    
    5,468,829
    
    
    
    510,342December 2001
    
    
    4,248,417
    
    
    
    617,592December 2002
    
    
    4,037,000
    
    
    
    838,000December 2003
    
    
    6,179,583
    
    
    
    1,951,250December 2004
    
    
    5,391,100
    
    
    
    2,093,625February 2005
    
    
    273,000
    
    
    
    93,000December 2005
    
    
    5,224,100
    
    
    
    2,550,000March 2006
    
    
    40,200
    
    
    
    40,200November 2006
    
    
    3,499,490
    
    
    
    1,856,885March 2007
    
    
    330,900
    
    
    
    168,500December 2007
    
    
    5,031,310
    
    
    
    3,238,642Total outstanding
    
    
    
    
    
    
    13,958,036
 
 (1)
    
    Awarded to our employees on October 19, 2001 in exchange for the cancellation of JHIL
shadow stock awards under the JHIL Key Management Equity Incentive Plan.  Number of Restricted Stock
    
    Restricted Stock UnitsShare Grant Date
    
    Units Granted
    
    vested as of May 31, 2009June 2008
    
    
    698,440
    
    
    
    December 2008
    
    
    992,271
    
    
    
    24,052Total
    
    
    1,690,711
    
    
    
    24,052
   Stock Options.
 101




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##### Table of Contents



Performance Awards.
 Restricted Stock Awards.
 Stock Appreciation Rights.
 Dividend Equivalent Rights.
 Restricted Stock Units
 Other Stock-Based Benefits.
 Effect of Change in Control.
 Supervisory Board Share Plan 2006
  102




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##### Table of Contents



Long-Term Incentive Plan
  Effect of Change in Control, Takeover by Certain Organizations or Liquidation
 Other Compensation
 Economic Profit Incentive Plan
  103




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##### Table of Contents



Deferred Bonus Program
      Executive Incentive Program and Individual Performance Plan
  
    
    an Individual Performance Plan (which we refer to as the IP Plan), and
    
    an Executive Incentive Program (which we refer to as EIP).
    104




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##### Table of Contents



401(k) Plan
  James Hardie Australia Superannuation Plan
  
 Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
   Shares
    
    Percentage ofBeneficially
    
    SharesShareholder
    
    Owned
    
    OutstandingLazard Asset Management Pacific Co.
    
    
    40,889,912
    
    
    
    9.46
    %Schroder Investment Management Australia Limited
    
    
    31,024,755
    
    
    
    7.18
    %Baillie Gifford & Co and its affiliated companies
    
    
    30,577,580
    
    
    
    7.07
    %The Capital Group Companies, Inc.
    
    
    30,217,658
    
    
    
    6.99
    %National Australia Bank Limited Group
    
    
    28,198,184
    
    
    
    6.52
    %Concord Capital
    
    
    26,178,231
    
    
    
    6.06
    %Vanguard Investments Australia Ltd.
    
    
    22,097,739
    
    
    
    5.11
    %
   105




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##### Table of Contents



Other Security Ownership Information
  Related Party Transactions
 Existing Loans to our Directors and Directors of our Subsidiaries
    106




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##### Table of Contents



Payments Made to Directors and Director Related Entities of JHI NV during the Year
  
 Item 8. Financial Information
   
 Item 9. Listing Details
 Price History
  High
    
    LowPeriod
    
    (A$)
    
    (US$)
    
    (A$)
    
    (US$)Fiscal year ended:March 31, 2009
    
    
    7.04
    
    
    
    5.59
    
    
    
    2.89
    
    
    
    2.29March 31, 2008
    
    
    9.65
    
    
    
    8.39
    
    
    
    5.34
    
    
    
    4.64March 31, 2007
    
    
    10.24
    
    
    
    7.84
    
    
    
    6.31
    
    
    
    4.83March 31, 2006
    
    
    9.81
    
    
    
    7.38
    
    
    
    5.49
    
    
    
    4.13March 31, 2005
    
    
    7.23
    
    
    
    5.35
    
    
    
    4.95
    
    
    
    3.66Fiscal quarter ended:March 31, 2009
    
    
    4.79
    
    
    
    3.31
    
    
    
    2.89
    
    
    
    2.00December 31, 2008
    
    
    5.49
    
    
    
    3.89
    
    
    
    3.20
    
    
    
    2.27September 30, 2008
    
    
    5.79
    
    
    
    5.16
    
    
    
    3.82
    
    
    
    3.40June 30, 2008
    
    
    7.04
    
    
    
    6.64
    
    
    
    4.13
    
    
    
    3.90March 31, 2008
    
    
    7.07
    
    
    
    6.42
    
    
    
    5.34
    
    
    
    4.85December 31, 2007
    
    
    7.57
    
    
    
    6.77
    
    
    
    6.02
    
    
    
    5.38September 30, 2007
    
    
    9.17
    
    
    
    7.78
    
    
    
    7.00
    
    
    
    5.94June 30, 2007
    
    
    9.65
    
    
    
    8.03
    
    
    
    8.13
    
    
    
    6.76Month ended:May 31, 2009
    
    
    5.15
    
    
    
    3.93
    
    
    
    4.10
    
    
    
    3.13April 30, 2009
    
    
    4.99
    
    
    
    3.56
    
    
    
    4.05
    
    
    
    2.89March 31, 2009
    
    
    4.38
    
    
    
    2.99
    
    
    
    2.89
    
    
    
    1.97February 28, 2009
    
    
    4.05
    
    
    
    2.78
    
    
    
    3.01
    
    
    
    2.06January 31, 2009
    
    
    4.79
    
    
    
    3.38
    
    
    
    3.63
    
    
    
    2.56December 31, 2008
    
    
    4.78
    
    
    
    3.32
    
    
    
    3.38
    
    
    
    2.34
  107




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##### Table of Contents



High
    
    LowPeriod
    
    (US$)
    
    (US$)Fiscal year ended:March 31, 2009
    
    
    31.55
    
    
    
    9.38March 31, 2008
    
    
    40.50
    
    
    
    23.00March 31, 2007
    
    
    41.70
    
    
    
    24.20March 31, 2006
    
    
    36.36
    
    
    
    21.54March 31, 2005
    
    
    27.21
    
    
    
    18.10Fiscal quarter ended:March 31, 2009
    
    
    16.60
    
    
    
    9.38December 31, 2008
    
    
    22.53
    
    
    
    10.65September 30, 2008
    
    
    24.25
    
    
    
    18.10June 30, 2008
    
    
    31.55
    
    
    
    20.15March 31, 2008
    
    
    30.57
    
    
    
    23.00December 31, 2007
    
    
    34.34
    
    
    
    25.18September 30, 2007
    
    
    39.60
    
    
    
    27.80June 30, 2007
    
    
    40.50
    
    
    
    33.30Month ended:May 31, 2009
    
    
    18.99
    
    
    
    16.07April 30, 2009
    
    
    18.50
    
    
    
    14.95March 31, 2009
    
    
    14.65
    
    
    
    9.38February 28, 2009
    
    
    12.27
    
    
    
    9.41January 31, 2009
    
    
    16.60
    
    
    
    12.43December 31, 2008
    
    
    16.50
    
    
    
    11.29
 Trading Markets
  Common Stock (in the form of CUFS)
    
    Australian Securities ExchangeADSs
    
    New York Stock Exchange
  Trading on the Australian Securities Exchange
  Trading on the New York Stock Exchange
 shrrelations@bnymellon.com www.bnymellon.com/shareowner
 108




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##### Table of Contents



Item 10. Additional Information
 General
 besloten
vennootschap met beperkte aansprakelijkheid naamloze vennootschap
 th
 Key Provisions of our Articles of Association
 Purpose of the Company
      Provisions of our Articles of Association or Charter Related to Directors
 Power to vote when director is materially interested.
   Power to vote compensation.
  109




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##### Table of Contents



Borrowing Powers.
 Age Limit Requirement for Retirement or Non-Retirement.
 Number of shares for directors qualification.
 Issuance of Shares; Preemptive Rights
     Repurchase of Shares
  110




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##### Table of Contents



Reduction of Share Capital
 pro rata pro rata
 Shareholders Meetings and Voting Rights
   111




---



##### Table of Contents



Annual Report
  Indemnification
  Dividends
    112




---



##### Table of Contents



Amendment of Articles of Association
  Liquidation Rights
 pro rata
 Limitations on Right to Hold Common Stock
  113




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##### Table of Contents




    
    acquisitions that result from acceptances under a takeover bid, which complies with
the Articles of Association, including the principles set forth above;
    
    acquisitions which result in a persons voting power increasing by not more than 3%
in a six-month period;
    
    acquisitions which are consistent with the principles set forth above, conform to
the other takeover principles set out in the Articles of Association (adjusting those
principles as appropriate to meet the particular circumstances of the acquisitions) and
have received the prior approval of the Supervisory Board; and
    
    acquisitions approved at a general meeting of shareholders, subject to certain
requirements being satisfied in relation to voting and the provision of information.
        Disclosure of Holdings
  114




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##### Table of Contents



www.sec.gov
 Material Contracts
  U.S. Dollar Cash Advance Facilities.
   Gypsum Indemnity.
 115




---



##### Table of Contents



.
  Exchange Controls
   Taxation
   PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISERS REGARDING THE PARTICULAR TAX CONSEQUENCES
OF THEIR ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK, INCLUDING THE EFFECT OF ANY
FOREIGN, STATE OR LOCAL TAXES.
 United States Taxation
  116




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##### Table of Contents



Treatment of ADSs.
 Taxation of Distributions.
   117




---



##### Table of Contents



Credit of Foreign T es Withheld.
  Sale or Other Disposition of Shares.
 Capital Gain Rates.
 Passive Foreign Investment Company Status.
  118




---



##### Table of Contents



Controlled Foreign Corporation Status.
   U.S. Federal Income Tax Provisions Applicable to Non-United States Holders.
 U.S. Information Reporting and Backup Withholding.
  119




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##### Table of Contents



Dutch Taxation
  Treatment of ADSs
 Dutch Dividend Withholding Tax.
 (1)
    
    direct or indirect distributions in cash or in kind, deemed or constructive
distributions, and repayments of additional paid-in capital not recognized as such for
Netherlands dividend withholding tax purposes;(2)
    
    liquidation proceeds, proceeds of redemption of shares of common stock or,
generally, except if a certain specific exemption applies, consideration paid by us for
the repurchase of shares of common stock in excess of the average paid-in capital
recognized for Netherlands dividend withholding tax purposes;(3)
    
    the par value of shares of common stock issued to a holder of shares of common
stock or an increase of the par value of shares of common stock, as the case may be, to
the extent that no contribution to capital, recognized for Netherlands dividend
withholding tax purposes, was made or will be made; and(4)
    
    the partial repayment of paid-in capital, recognized for Netherlands dividend
withholding tax purposes, if and to the extent that there are net profits, or zuivere
winst, for dividend withholding tax purposes, unless the general meeting of our
shareholders has previously resolved to make such repayment and provided that the par
value of the shares of common stock concerned has been reduced by a corresponding
amount by changing our Articles of Association. As a result of contributions in kind
(i.e., in shares) to our paid-in capital made prior to the listing of our common
shares, a portion of such paid-in capital may not be recognized for Dutch dividend
withholding tax purposes.
   120




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##### Table of Contents



Dutch Taxes on Income and Capital Gains
 (1)
    
    such shareholder is neither tax resident nor deemed to be tax resident in The
Netherlands, nor has elected to be subject to the rules of the Dutch Income Tax Act
2001 that apply to residents of The Netherlands;(2)
    
    such shareholder does not have a business or an interest in a business that is,
in whole or in part, carried on through a permanent establishment or a permanent
representative in The Netherlands and to which business or part of a business, as the
case may be, the shares of common stock are attributable;(3)
    
    such shareholder does not perform independent personal services in The
Netherlands giving rise to a fixed base in The Netherlands to which the shares of
common stock are attributable; and(4)
    
    the shares of common stock owned by such shareholder do not form part of a
substantial interest or a deemed substantial interest, as defined below, in the share
capital of the Company or, if such shares of common stock do form part of such an
interest, they form part of the assets of a business other than a Netherlands business.
   121




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##### Table of Contents



Other Taxes and Duties.
 Documents Available for Review
 www.sec.gov th
 
    
    furnish our shareholders with annual reports containing consolidated financial
statements examined by an independent registered public accounting firm; and
    
    furnish quarterly reports for the first three quarters of each fiscal year
containing unaudited consolidated financial information in filings with the SEC under
Form 6-K.
 
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
    Foreign Currency Exchange Rate Risk
  122




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##### Table of Contents



US$
    
    A$
    
    NZ$
    
    Other (1)Net sales
    
    
    75.9
    %
    
    
    16.1
    %
    
    
    4.2
    %
    
    
    3.8
    %Cost of goods sold
    
    
    74.9
    %
    
    
    16.7
    %
    
    
    4.2
    %
    
    
    4.2
    %Expenses (2)
    
    
    76.7
    %
    
    
    15.0
    %
    
    
    2.7
    %
    
    
    5.6
    %Liabilities (excluding borrowings) (2)
    
    
    17.7
    %
    
    
    79.8
    %
    
    
    0.9
    %
    
    
    1.6
    %
  US$
    
    A$
    
    NZ$
    
    Other (1)Net sales
    
    
    78.5
    %
    
    
    13.5
    %
    
    
    4.6
    %
    
    
    3.4
    %Cost of goods sold
    
    
    78.7
    %
    
    
    14.0
    %
    
    
    3.9
    %
    
    
    3.4
    %Expenses (2)
    
    
    43.1
    %
    
    
    53.0
    %
    
    
    1.5
    %
    
    
    2.4
    %Liabilities (excluding borrowings) (2)
    
    
    21.2
    %
    
    
    77.1
    %
    
    
    
    
    
    
    1.7
    %
 
 (1)
    
    Comprises Philippine Pesos and Euros.(2)
    
    Liabilities include A$ denominated asbestos liability, which was initially recorded in the
fourth quarter of fiscal year 2006. Expenses include adjustments to the liability. See Item 3,
Key Information  Risk Factors, Item 4, Information on the Company  Commitment to Provide
Funding on a Long-Term Basis in Respect of Asbestos-Related Liabilities of Former
Subsidiaries, and Note 11 of our consolidated financial statements in Item 18 for further
information regarding the asbestos liability.  Funding Under the Amended FFA
   Interest Rate Risk
  123




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##### Table of Contents



Commodity Price Risk
   
 Item 12. Description of Securities Other Than Equity Securities
  
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  124




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
  Internal Control  Integrated Framework
  125




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
         
 126




---



##### Table of Contents



Item 16A. Audit Committee Financial Expert
   
 Item 16B. Code of Business Conduct and Ethics
     www.jameshardie.com
 
 Item 16C. Principal Accountant Fees and Services
 Fees Paid to Our Independent Registered Public Accounting Firm
  127




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##### Table of Contents



Fiscal Years Ended March 31,(In millions)
    
    2009
    
    2008
    
    2007Audit Fees (1)
    
    $
    2.4
    
    
    $
    4.2
    
    
    $
    2.1Audit-Related Fees (2)
    
    
    
    
    
    
    
    
    
    
    0.1Tax Fees (3)
    
    
    
    
    
    
    4.9
    
    
    
    8.0
 
 (1)
    
    Audit Fees include the aggregate fees for professional services rendered by our independent
registered public accounting firm. Professional services include the audit of our annual
financial statements and services that are normally provided in connection with statutory and
regulatory filings. During fiscal year ended March 31, 2008, total audit fees includes fees
for Sarbanes-Oxley compliance testing of $2.0 million, $0.8 million of which related to
Sarbanes-Oxley compliance testing performed for fiscal year 2007, but paid in fiscal year
2008. In addition, during fiscal year ended March 31, 2008, total audit fees includes fees for
statutory reporting of $0.8 million, $0.4 million of which related to statutory reporting fees
performed for fiscal year 2007, but paid in fiscal year 2008.(2)
    
    Audit-Related Fees include the aggregate fees billed for assurance and related services
rendered by our independent registered public accounting firm. Our independent registered
public accounting firm did not engage any temporary employees to conduct any portion of the
audit of our financial statements for the fiscal years ended March 31, 2009, 2008 and 2007.(3)
    
    Tax Fees include the aggregate fees billed for tax compliance, tax advice and tax planning
services rendered by our independent registered public accounting firm. Audit Committee Pre-Approval Policies and Procedures
   
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F. Change in Registrants Certifying Accountant
  128




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##### Table of Contents



Item 16G. Corporate Governance
  
 Item 17. Financial Statements
  
 PART III
 
 Item 18. Financial Statements
  
 Item 19. Exhibits
  ExhibitNumber
    
    Description of Exhibits1.1
    
    Articles of Association, as amended on August 20, 2007 of James Hardie Industries N.V. (English
Translation) (6)2.1
    
    Letter Agreement of September 6, 2001 by and between James Hardie Industries N.V. and CHESS
Depositary Nominees Pty Limited, as the depositary for CHESS Units of Foreign Securities (2)2.2
    
    Deposit Agreement dated as of September 24, 2001 between The Bank of New York, as depositary, and
James Hardie Industries N.V. (2)2.3
    
    Common Terms Deed Poll as amended and restated on February 20, 2008 among James Hardie International
Finance B.V., James Hardie Building Products, Inc. and James Hardie Industries N.V. (6)2.4
    
    Form of Term Facility Agreement between James Hardie International Finance B.V. and Financier (2)2.5
    
    Form of Term Facility Agreement  Occurrence of Extension Event among James Hardie International
Finance B.V., James Hardie Building Products, Inc. and Financier (5)2.6
    
    Form of 3 Year Term (Bullet) Facility Agreement dated February 21, 2008 among James Hardie
International Finance B.V., James Hardie Building Products, Inc. and Financier (6)2.7
    
    Form of 5 Year Term (Bullet) Facility Agreement dated February 21, 2008 among James Hardie
International Finance B.V., James Hardie Building Products, Inc. and Financier (6)2.8
    
    Form of Rolling 364-day Facility Agreement between James Hardie International Finance B.V. and
Financier (including Form of Extension Request) (2)2.9
    
    Form of 364-day Facility Agreement between James Hardie International Finance B.V. and Financier (8)2.10
    
    Form of Guarantee Deed between James Hardie Industries N.V. and Financier (2)4.1
    
    Amended and Restated James Hardie Industries N.V. 2001 Equity Incentive Plan (2)
 129




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits4.2
    
    Executive Incentive Plan 2009 (8)4.3
    
    Supervisory Board Share Plan 2006 (3)4.4
    
    James Hardie Industries N.V. Long Term Incentive Plan dated August 1, 2006 and amended on August 22,
2008 (7)4.5
    
    2005 Managing Board Transitional Stock Option Plan (3)4.6
    
    Form of Joint and Several Indemnity Agreement among James Hardie N.V., James Hardie (USA) Inc. and
certain former executive officers and Managing Board directors thereto (2)4.7
    
    Form of Joint and Several Indemnity Agreement among James Hardie Industries N.V., James Hardie Inc.
and certain former Supervisory Board and Managing Board directors thereto (2)4.8
    
    Form of Deed of Access, Insurance and Indemnity between James Hardie Industries N.V. and Supervisory
Board directors and Managing Board directors (6)4.9
    
    Form of Indemnity Agreement between James Hardie Building Products, Inc. and Supervisory Board
directors, Managing Board directors and certain executive officers (6)4.10
    
    Surrender of Freehold Lease among Brookfield Multiplex Carole Park Landowner Pty Limited (f/k/a
Multiplex Carole Park Landowner Pty Limited); James Hardie Australia Pty Limited and James Hardie
Industries N.V. dated October 18, 2007 re Cobalt & Silica Street, Carole Park, Queensland, Australia (8)4.11
    
    Lease between Brookfield Multiplex Carole Park Landowner Pty Limited (f/k/a Multiplex Carole Park
Landowner Pty Limited) and James Hardie Australia Pty Limited dated October 18, 2007 re Cobalt &
Silica Street, Carole Park, Queensland, Australia (8)4.12
    
    Variation of Lease dated March 23, 2004, among Brookfield Multiplex Carole Park Landowner Pty Limited
(f/k/a Multiplex Carole Park Landowner Pty Limited) as successor in interest to Amaca Pty Limited
(f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie
Industries N.V. re premises at the corner of Colquhoun & Devon Streets, Rosehill, New South Wales,
Australia (1)4.13
    
    Lease dated April 3, 2009, between Welshpool Landowner Pty and James Hardie Australia Pty Limited re
premises at Rutland Avenue, Welshpool, Western Australia, Australia (8)4.14
    
    Lease Amendment dated March 23, 2004, among Brookfield Multiplex Carole Park Landowner Pty Limited
(f/k/a Multiplex Carole Park Landowner Pty Limited) as successor in interest to Amaca Pty Limited
(f/k/a James Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James Hardie
Industries N.V. re premises at 46 Randle Road, Meeandah, Queensland, Australia (1)4.15
    
    Lease Agreement dated March 23, 2004 among Location Group Limited as successor in interest to Studorp
Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at the corner
of ORorke and Station Roads, Penrose, Auckland, New Zealand (1)4.16
    
    Lease Agreement dated March 23, 2004 among Location Group Limited as successor in interest to Studorp
Limited, James Hardie New Zealand Limited and James Hardie Industries N.V. re premises at 44-74
ORorke Road, Penrose, Auckland, New Zealand (1)4.17
    
    Ownership transfer related to corner of ORorke and Station Roads, Penrose, Auckland, New Zealand and
44-74 ORorke Road, Penrose, Auckland, New Zealand effective June 30, 2005 (3)4.18
    
    Industrial Building Lease Agreement, effective October 6, 2000, between James Hardie Building
Products, Inc. and Fortra Fiber-Cement L.L.C., re premises at Waxahachie, Ellis County, Texas (2)4.19
    
    Asset Purchase Agreement by and between James Hardie Building Products, Inc. and Cemplank, Inc. dated
as of December 12, 2001 (2)4.20
    
    Amended and Restated Stock Purchase Agreement dated March 12, 2002, between BPB U.S. Holdings, Inc.
and James Hardie Inc. (2)4.21
    
    Amended and Restated Final Funding Agreement dated November 21, 2006 (4)4.22
    
    Amended FFA Amendment dated August 6, 2007 (6)4.23
    
    Amended FFA Amendment dated November 8, 2007 (6)
 130




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits4.24
    
    Amended FFA Amendment dated June 11, 2008 (6)4.25
    
    Address for Service of Notice on Trustee dated June 13, 2008 (6)4.26
    
    Amended FFA Amendment dated July 17, 2008 (8)4.27
    
    Asbestos Injuries Compensation Fund Amended and Restated Trust Deed by and between James Hardie
Industries N.V. and Asbestos Injuries Compensation Fund Limited dated December 14, 2006 (5)4.28
    
    Deed Poll dated June, 11, 2008  amendment of the Asbestos Injuries Compensation Fund Amended and
Restated Trust Deed (6)4.29
    
    Deed of Release by and among James Hardie Industries N.V., Australian Council of Trade Unions, Unions
New South Wales, and Bernard Douglas Banton dated December 21, 2005 (3)4.30
    
    Parent Guarantee by and among Asbestos Injuries Compensation Fund Limited, The State of New South
Wales, and James Hardie Industries N.V. dated December 14, 2006 (5)4.31
    
    Deed of Release by and between James Hardie Industries N.V. and The State of New South Wales dated
June 22, 2006 (3)4.32
    
    Second Irrevocable Power of Attorney by and between Asbestos Injuries Compensation Fund Limited and
The State of New South Wales dated December 14, 2006 (5)4.33
    
    Deed of Accession by and among Asbestos Injuries Compensation Fund Limited, James Hardie Industries
N.V., James Hardie 117 Pty Limited, and The State of New South Wales dated December 14, 2006 (5)8.1
    
    List of significant subsidiaries of James Hardie Industries N.V.12.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 200215.1
    
    Consent of Ernst & Young LLP, independent registered public accounting firm15.2
    
    Consent of PricewaterhouseCoopers, LLP, independent registered public accounting firm15.3
    
    Consent of KPMG Actuaries Pty Ltd99.1
    
    Excerpts of the ASTC Settlement Rules as of March 31, 2009 (8)99.2
    
    Subdivision B, Division 3 of Part 7.2 of the Corporations Act 2001 as of January 1, 2009 (8)99.3
    
    ASIC Class Order 02/311, dated November 3, 2002 (2)99.4
    
    ASIC Modification, dated March 7, 2002 (2)99.5
    
    ASIC Class Order 04/166, dated February 26, 2004 (3)
 
 (1)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated November 22, 2004 and
incorporated herein by reference.(2)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 7, 2005 and
incorporated herein by reference.(3)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated September 29, 2006 and
incorporated herein by reference.(4)
    
    Previously filed as an exhibit to our Current Report on Form 6-K dated January 5, 2007 and
incorporated herein by reference.(5)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 6, 2007 and
incorporated herein by reference.(6)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 8, 2008 and
incorporated herein by reference.(7)
    
    Previously filed as an exhibit to our Form S-8 dated September 11, 2008 and incorporated
herein by reference.(8)
    
    Previously filed as an exhibit to our Form F-4 dated June 23, 2009 and incorporated herein by reference. 131




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##### Table of Contents



SIGNATURES
  JAMES HARDIE INDUSTRIES N.V.Date: June 25, 2009
    By:
    /s/  Louis GriesLouis GriesChief Executive Officer 132




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##### Table of Contents



JAMES HARDIE INDUSTRIES N.V.
 INDEX
 PageReport of Independent Registered Public Accounting Firm  Ernst & Young LLP
    
    
    F-2Report of Independent Registered Public Accounting Firm  PricewaterhouseCoopers LLP
    
    
    F-3Consolidated Balance Sheets as of March 31, 2009 and 2008
    
    
    F-4Consolidated Statements of Operations for the Years Ended
March 31, 2009, 2008 and 2007
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended
March 31, 2009, 2008 and 2007
    
    
    F-6Consolidated Statements of Changes in Shareholders Deficit for the
Years Ended March 31, 2009, 2008 and 2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Selected Quarterly Financial Data (Unaudited)
    
    
    F-46
 F-1




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Report of Independent Registered Public Accounting Firm
 
      
 F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
   
 F-3




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Consolidated Balance Sheets
 (Millions ofUS dollars)March 31
    
    
    March 312009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    42.4
    
    
    $
    35.4Restricted cash and cash equivalents
    
    
    5.3
    
    
    
    5.0Restricted cash and cash equivalents  Asbestos
    
    
    45.4
    
    
    
    37.4Restricted short-term investments  Asbestos
    
    
    52.9
    
    
    
    77.7Accounts and notes receivable, net of allowance for
doubtful accounts of $1.4 million and $2.0 million as of
March 31, 2009 and March 31, 2008, respectively
    
    
    111.4
    
    
    
    131.4Inventories
    
    
    128.9
    
    
    
    179.7Prepaid expenses and other current assets
    
    
    20.4
    
    
    
    28.0Insurance receivable  Asbestos
    
    
    12.6
    
    
    
    14.1Workers compensation  Asbestos
    
    
    0.6
    
    
    
    6.9Deferred income taxes
    
    
    32.5
    
    
    
    8.2Deferred income taxes  Asbestos
    
    
    12.3
    
    
    
    9.1Total current assets
    
    
    464.7
    
    
    
    532.9Property, plant and equipment, net
    
    
    700.8
    
    
    
    756.4Insurance receivable  Asbestos
    
    
    149.0
    
    
    
    194.3Workers compensation  Asbestos
    
    
    73.8
    
    
    
    78.5Deferred income taxes
    
    
    2.1
    
    
    
    13.2Deferred income taxes  Asbestos
    
    
    333.2
    
    
    
    397.1Deposit with Australian Taxation Office
    
    
    173.5
    
    
    
    205.8Other assets
    
    
    1.6
    
    
    
    1.7Total assets
    
    $
    1,898.7
    
    
    $
    2,179.9Liabilities and Shareholders DeficitCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    89.1
    
    
    $
    107.6Short-term debt
    
    
    93.3
    
    
    
    90.0Accrued payroll and employee benefits
    
    
    35.5
    
    
    
    37.0Accrued product warranties
    
    
    7.4
    
    
    
    6.9Income taxes payable
    
    
    1.4
    
    
    
    13.0Asbestos liability
    
    
    78.2
    
    
    
    78.7Workers compensation  Asbestos
    
    
    0.6
    
    
    
    6.9Other liabilities
    
    
    9.5
    
    
    
    9.1Total current liabilities
    
    
    315.0
    
    
    
    349.2Long-term debt
    
    
    230.7
    
    
    
    174.5Deferred income taxes
    
    
    100.8
    
    
    
    84.2Accrued product warranties
    
    
    17.5
    
    
    
    10.8Asbestos liability
    
    
    1,206.3
    
    
    
    1,497.8Workers compensation  Asbestos
    
    
    73.8
    
    
    
    78.5Other liabilities
    
    
    63.3
    
    
    
    187.5Total liabilities
    
    
    2,007.4
    
    
    
    2,382.5Commitments and contingencies (Note 13)Shareholders deficit:Common stock, Euro 0.59 par value, 2.0 billion
shares authorized; 432,263,720 shares issued
at March 31, 2009 and 432,214,668
issued at March 31, 2008
    
    
    219.2
    
    
    
    219.7Additional paid-in capital
    
    
    22.7
    
    
    
    19.3Accumulated deficit
    
    
    (352.8
    )
    
    
    (454.5
    )Common stock in treasury, at cost, nil shares
and 708,695 shares at March 31, 2009
and March 31, 2008, respectively
    
    
    
    
    
    
    (4.0
    )Accumulated other comprehensive income
    
    
    2.2
    
    
    
    16.9Total shareholders deficit
    
    
    (108.7
    )
    
    
    (202.6
    )Total liabilities and shareholders deficit
    
    $
    1,898.7
    
    
    $
    2,179.9
  F-4




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Consolidated Statements of Operations
 Years Ended March 31(Millions of US dollars, except per share data)
    
    2009
    
    
    2008
    
    
    2007Net sales
    
    $
    1,202.6
    
    
    $
    1,468.8
    
    
    $
    1,542.9Cost of goods sold
    
    
    (813.8
    )
    
    
    (938.8
    )
    
    
    (969.9
    )Gross profit
    
    
    388.8
    
    
    
    530.0
    
    
    
    573.0Selling, general and administrative expenses
    
    
    (208.8
    )
    
    
    (228.2
    )
    
    
    (214.6
    )Research and development expenses
    
    
    (23.8
    )
    
    
    (27.3
    )
    
    
    (25.9
    )Impairment charges
    
    
    
    
    
    
    (71.0
    )
    
    
    SCI and other related expenses
    
    
    
    
    
    
    
    
    
    
    (13.6
    )Asbestos adjustments
    
    
    17.4
    
    
    
    (240.1
    )
    
    
    (405.5
    )Operating income (loss)
    
    
    173.6
    
    
    
    (36.6
    )
    
    
    (86.6
    )Interest expense
    
    
    (11.2
    )
    
    
    (11.1
    )
    
    
    (12.0
    )Interest income
    
    
    8.2
    
    
    
    12.2
    
    
    
    5.5Other expense
    
    
    (14.8
    )
    
    
    
    
    
    
    Income (loss) before income taxes
    
    
    155.8
    
    
    
    (35.5
    )
    
    
    (93.1
    )Income tax (expense) benefit
    
    
    (19.5
    )
    
    
    (36.1
    )
    
    
    243.9Income (loss) before cumulative effect of change
in accounting principle
    
    
    136.3
    
    
    
    (71.6
    )
    
    
    150.8Cumulative effect of change in accounting principle
for stock-based compensation, net of income tax
expense of nil, nil and $0.4 million, respectively
    
    
    
    
    
    
    
    
    
    
    0.9Net income (loss)
    
    $
    136.3
    
    
    $
    (71.6
    )
    
    $
    151.7Net income (loss) per share  basic
    
    $
    0.32
    
    
    $
    (0.16
    )
    
    $
    0.33Net income (loss) per share  diluted
    
    $
    0.31
    
    
    $
    (0.16
    )
    
    $
    0.33Weighted average common shares outstanding
(Millions):Basic
    
    
    432.3
    
    
    
    455.0
    
    
    
    464.6Diluted
    
    
    434.5
    
    
    
    455.0
    
    
    
    466.4
  F-5




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007Cash Flows From Operating ActivitiesNet income (loss)
    
    $
    136.3
    
    
    $
    (71.6
    )
    
    $
    151.7Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:Depreciation and amortization
    
    
    56.4
    
    
    
    56.5
    
    
    
    50.7Deferred income taxes
    
    
    (58.2
    )
    
    
    (54.0
    )
    
    
    (310.4
    )Prepaid pension cost
    
    
    0.7
    
    
    
    1.0
    
    
    
    (0.4
    )Stock-based compensation
    
    
    7.2
    
    
    
    7.7
    
    
    
    4.5Asbestos adjustments
    
    
    (17.4
    )
    
    
    240.1
    
    
    
    405.5Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Other-than-temporary impairment on investments
    
    
    14.8
    
    
    
    
    
    
    
    Impairment charges
    
    
    
    
    
    
    71.0
    
    
    
    Other
    
    
    
    
    
    
    (3.4
    )
    
    
    1.3Changes in operating assets and liabilities:Restricted cash and cash equivalents
    
    
    69.0
    
    
    
    44.7
    
    
    
    (5.0
    )Payment to the AICF
    
    
    (110.0
    )
    
    
    
    
    
    
    (146.9
    )Accounts and notes receivable
    
    
    6.6
    
    
    
    39.6
    
    
    
    (4.8
    )Inventories
    
    
    40.3
    
    
    
    (26.6
    )
    
    
    (19.5
    )Prepaid expenses and other current assets
    
    
    5.7
    
    
    
    4.9
    
    
    
    (0.1
    )Insurance receivable  Asbestos
    
    
    16.5
    
    
    
    16.7
    
    
    
    Accounts payable and accrued liabilities
    
    
    (11.4
    )
    
    
    2.6
    
    
    
    (18.4
    )Asbestos liability
    
    
    (91.1
    )
    
    
    (67.0
    )
    
    
    Deposit with Australian Taxation Office
    
    
    (9.9
    )
    
    
    (9.7
    )
    
    
    (154.8
    )ATO settlement payment
    
    
    (101.6
    )
    
    
    
    
    
    
    Other accrued liabilities and other liabilities
    
    
    0.9
    
    
    
    66.8
    
    
    
    (19.6
    )Net cash (used in) provided by operating activities
    
    
    (45.2
    )
    
    
    319.3
    
    
    
    (67.1
    )Cash Flows From Investing ActivitiesPurchases of property, plant and equipment
    
    
    (26.1
    )
    
    
    (38.5
    )
    
    
    (92.6
    )Net cash used in investing activities
    
    
    (26.1
    )
    
    
    (38.5
    )
    
    
    (92.6
    )Cash Flows From Financing ActivitiesProceeds from short-term borrowings
    
    
    128.8
    
    
    
    7.0
    
    
    
    Repayments of short-term borrowings
    
    
    (125.5
    )
    
    
    
    
    
    
    (98.0
    )Proceeds from long-term borrowings
    
    
    431.6
    
    
    
    69.5
    
    
    
    105.0Repayments of long-term borrowings
    
    
    (375.4
    )
    
    
    
    
    
    
    (121.7
    )Proceeds from issuance of shares
    
    
    0.1
    
    
    
    3.3
    
    
    
    18.5Tax benefit from stock options exercised
    
    
    
    
    
    
    
    
    
    
    1.8Treasury stock purchased
    
    
    
    
    
    
    (208.0
    )
    
    
    Dividends paid
    
    
    (34.6
    )
    
    
    (126.2
    )
    
    
    (42.1
    )Collections on loans receivable
    
    
    
    
    
    
    
    
    
    
    0.1Net cash provided by (used in) financing activities
    
    
    25.0
    
    
    
    (254.4
    )
    
    
    (136.4
    )Effects of exchange rate changes on cash
    
    
    53.3
    
    
    
    (25.1
    )
    
    
    15.1Net increase (decrease) in cash and cash equivalents
    
    
    7.0
    
    
    
    1.3
    
    
    
    (281.0
    )Cash and cash equivalents at beginning of period
    
    
    35.4
    
    
    
    34.1
    
    
    
    315.1Cash and cash equivalents at end of period
    
    $
    42.4
    
    
    $
    35.4
    
    
    $
    34.1Components of Cash and Cash EquivalentsCash at bank and on hand
    
    $
    8.9
    
    
    $
    21.6
    
    
    $
    26.1Short-term deposits
    
    
    33.5
    
    
    
    13.8
    
    
    
    8.0Cash and cash equivalents at end of period
    
    $
    42.4
    
    
    $
    35.4
    
    
    $
    34.1Supplemental Disclosure of Cash Flow ActivitiesCash paid during the year for interest, net of amounts
capitalized
    
    $
    7.8
    
    
    $
    12.8
    
    
    $
    3.9Cash paid during the year for income taxes, net
    
    $
    23.2
    
    
    $
    70.4
    
    
    $
    80.8
  F-6




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Consolidated Statements of Changes in Shareholders Deficit
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    OtherCommon
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    Comprehensive(Millions of US dollars)
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    (Loss) Income
    
    
    TotalBalances as of March 31, 2006
    
    $
    253.2
    
    
    $
    158.4
    
    
    $
    (288.3
    )
    
    $
    
    
    
    $
    (28.4
    )
    
    $
    94.9Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    151.7
    
    
    
    
    
    
    
    
    
    
    
    151.7Foreign currency translation gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.5
    
    
    
    36.5Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.5
    
    
    
    36.5Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188.2Adoption of FAS 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.7
    )
    
    
    (2.7
    )Stock-based compensation
    
    
    
    
    
    
    4.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.5Tax benefit from stock options exercised
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8Employee loans repaid
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Stock options exercised
    
    
    3.1
    
    
    
    15.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18.5Dividends paid
    
    
    
    
    
    
    
    
    
    
    (42.1
    )
    
    
    
    
    
    
    
    
    
    
    (42.1
    )Other
    
    
    (4.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.5
    )Balances as of March 31, 2007
    
    $
    251.8
    
    
    $
    180.2
    
    
    $
    (178.7
    )
    
    $
    
    
    
    $
    5.4
    
    
    $
    258.7Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    (71.6
    )
    
    
    
    
    
    
    
    
    
    
    (71.6
    )Pension and post-retirement benefit adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.6Unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.4
    )
    
    
    (4.4
    )Foreign currency translation gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15.3
    
    
    
    15.3Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.5
    
    
    
    11.5Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60.1
    )Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    (78.0
    )
    
    
    
    
    
    
    
    
    
    
    (78.0
    )Stock-based compensation
    
    
    
    
    
    
    7.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.7Stock options exercised
    
    
    0.5
    
    
    
    2.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.3Dividends paid
    
    
    
    
    
    
    
    
    
    
    (126.2
    )
    
    
    
    
    
    
    
    
    
    
    (126.2
    )Treasury stock purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (208.0
    )
    
    
    
    
    
    
    (208.0
    )Treasury stock retired
    
    
    (32.6
    )
    
    
    (171.4
    )
    
    
    
    
    
    
    204.0
    
    
    
    
    
    
    
    Balances as of March 31, 2008
    
    $
    219.7
    
    
    $
    19.3
    
    
    $
    (454.5
    )
    
    $
    (4.0
    )
    
    $
    16.9
    
    
    $
    (202.6
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    136.3
    
    
    
    
    
    
    
    
    
    
    
    136.3Pension and post-retirement benefit adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    0.7Unrealized loss on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.4
    
    
    
    4.4Foreign currency translation loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19.8
    )
    
    
    (19.8
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14.7
    )
    
    
    (14.7
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121.6Stock-based compensation
    
    
    
    
    
    
    7.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.2Tax benefit from stock options exercised
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )Stock options exercised
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Dividends paid
    
    
    
    
    
    
    
    
    
    
    (34.6
    )
    
    
    
    
    
    
    
    
    
    
    (34.6
    )Treasury stock retired
    
    
    (0.5
    )
    
    
    (3.5
    )
    
    
    
    
    
    
    4.0
    
    
    
    
    
    
    
    Balances as of March 31, 2009
    
    $
    219.2
    
    
    $
    22.7
    
    
    $
    (352.8
    )
    
    $
    
    
    
    $
    2.2
    
    
    $
    (108.7
    )
  F-7




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Notes to Consolidated Financial Statements
 1. Background and Basis of Presentation
 Nature of Operations
  Background
     Basis of Presentation
  F-8




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 2. Summary of Significant Accounting Policies
 Accounting Principles
  Use of Estimates
  Reclassifications
  Foreign Currency Translation
  Cash and Cash Equivalents
  Restricted Cash and Cash Equivalents
  Accounts Receivable
  Inventories
  Property, Plant and Equipment
  F-9




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 YearsBuildings
    
    
    40Building improvements
    
    
    5 to 10Manufacturing machinery
    
    
    20General equipment
    
    
    5 to 10Computer equipment, software and software development
    
    
    3 to 7Office furniture and equipment
    
    
    3 to 10
   Impairment of Long-Lived Assets
  Environmental Remediation Expenditures
  Revenue Recognition
  Cost of Goods Sold
  F-10




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Shipping and Handling
  Selling, General and Administrative
  Advertising
  Research and Development
  Accrued Product Warranties
  Income Taxes
  Financial Instruments
   F-11




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  Stock-based Compensation
   Employee Benefit Plans
  Dividends
  F-12




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Earnings Per Share
  Years Ended March 31(Millions of shares)
    
    2009
    
    
    2008
    
    
    2007Basic common shares outstanding
    
    
    432.3
    
    
    
    455.0
    
    
    
    464.6Dilutive effect of stock awards
    
    
    2.2
    
    
    
    
    
    
    
    1.8Diluted common shares outstanding
    
    
    434.5
    
    
    
    455.0
    
    
    
    466.4(US dollars)
    
    2009
    
    2008
    
    2007Net income (loss) per share  basic
    
    $
    0.32
    
    
    $
    (0.16
    )
    
    $
    0.33Net income (loss) per share  diluted
    
    $
    0.31
    
    
    $
    (0.16
    )
    
    $
    0.33
  Repurchased Common Stock
  Accumulated Other Comprehensive Income
  Asbestos
   F-13




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Asbestos adjustments Income tax (expense) benefit
  AICF
  Selling, general and administrative
expenses Interest income
 Asbestos-Related Assets and Liabilities
 Asbestos-Related Assets and Liabilities
 Asbestos Liability
   F-14




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Insurance Receivable
    Workers Compensation
  Asbestos Liability
   Asbestos-Related Research and Education Contributions
 Other Liabilities
 Restricted Cash and Cash Equivalents
  Restricted Short-Term Investments
  F-15




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 AICF  Other Assets and Liabilities
  Deferred Income Taxes
   Foreign Currency Translation
 Asbestos Adjustments
 Recent Accounting Pronouncements
 Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51
  Disclosures about Derivative Instruments and Hedging Activities
  F-16




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  Hierarchy of Generally Accepted Accounting Principles
 .
 3. Cash and Cash Equivalents
   March 31(Millions of US dollars)
    
    2009
    
    
    2008Cash at bank and on hand
    
    $
    8.9
    
    
    $
    21.6Short-term deposits
    
    
    33.5
    
    
    
    13.8Total cash and cash equivalents
    
    $
    42.4
    
    
    $
    35.4
  4. Restricted Cash and Cash Equivalents
  5. Accounts and Notes Receivable
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Trade receivables
    
    $
    96.6
    
    
    $
    122.7Other receivables and advances
    
    
    16.2
    
    
    
    10.7Allowance for doubtful accounts
    
    
    (1.4
    )
    
    
    (2.0
    )Total accounts and notes receivable
    
    $
    111.4
    
    
    $
    131.4
 F-17




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    2.0
    
    
    $
    1.5Charged to expense
    
    
    0.4
    
    
    
    0.6Costs and deductions
    
    
    (1.0
    )
    
    
    (0.1
    )Balance at end of period
    
    $
    1.4
    
    
    $
    2.0
 6. Inventories
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Finished goods
    
    $
    82.5
    
    
    $
    127.4Work-in-process
    
    
    4.7
    
    
    
    8.4Raw materials and supplies
    
    
    48.9
    
    
    
    51.0Provision for obsolete finished goods and raw materials
    
    
    (7.2
    )
    
    
    (7.1
    )Total inventories
    
    $
    128.9
    
    
    $
    179.7
 F-18




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 7. Property, Plant and Equipment
  Machineryand
    
    
    Construction(Millions of US dollars)
    
    Land
    
    
    Buildings
    
    
    Equipment
    
    
    in Progress
    
    
    TotalBalance at March 31, 2007:Cost
    
    $
    16.9
    
    
    $
    218.3
    
    
    $
    811.3
    
    
    $
    117.3
    
    
    $
    1,163.8Accumulated depreciation
    
    
    
    
    
    
    (40.0
    )
    
    
    (296.1
    )
    
    
    
    
    
    
    (336.1
    )Net book value
    
    
    16.9
    
    
    
    178.3
    
    
    
    515.2
    
    
    
    117.3
    
    
    
    827.7Changes in net book value:Capital expenditures
    
    
    0.3
    
    
    
    7.3
    
    
    
    65.8
    
    
    
    (34.9
    )
    
    
    38.5Retirements and sales
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    
    
    
    
    (1.2
    )Depreciation
    
    
    
    
    
    
    (12.0
    )
    
    
    (44.5
    )
    
    
    
    
    
    
    (56.5
    )Impairment
    
    
    
    
    
    
    (16.7
    )
    
    
    (54.3
    )
    
    
    
    
    
    
    (71.0
    )Other movements
    
    
    
    
    
    
    
    
    
    
    5.2
    
    
    
    
    
    
    
    5.2Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    13.7
    
    
    
    
    
    
    
    13.7Total changes
    
    
    0.3
    
    
    
    (21.4
    )
    
    
    (15.3
    )
    
    
    (34.9
    )
    
    
    (71.3
    )Balance at March 31, 2008:Cost
    
    
    17.2
    
    
    
    208.9
    
    
    
    840.5
    
    
    
    82.4
    
    
    
    1,149.0Accumulated depreciation
    
    
    
    
    
    
    (52.0
    )
    
    
    (340.6
    )
    
    
    
    
    
    
    (392.6
    )Net book value
    
    $
    17.2
    
    
    $
    156.9
    
    
    $
    499.9
    
    
    $
    82.4
    
    
    $
    756.4Changes in net book value:Capital expenditures
    
    
    0.8
    
    
    
    3.4
    
    
    
    52.7
    
    
    
    (30.8
    )
    
    
    26.1Depreciation
    
    
    
    
    
    
    (9.4
    )
    
    
    (47.0
    )
    
    
    
    
    
    
    (56.4
    )Other movements
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    (25.1
    )
    
    
    
    
    
    
    (25.1
    )Total changes
    
    
    0.8
    
    
    
    (6.0
    )
    
    
    (19.6
    )
    
    
    (30.8
    )
    
    
    (55.6
    )Balance at March 31, 2009:Cost
    
    
    18.0
    
    
    
    212.3
    
    
    
    867.9
    
    
    
    51.6
    
    
    
    1,149.8Accumulated depreciation
    
    
    
    
    
    
    (61.4
    )
    
    
    (387.6
    )
    
    
    
    
    
    
    (449.0
    )Net book value
    
    $
    18.0
    
    
    $
    150.9
    
    
    $
    480.3
    
    
    $
    51.6
    
    
    $
    700.8
    Asset Impairments
   F-19




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
   8. Accounts Payable and Accrued Liabilities
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Trade creditors
    
    $
    44.4
    
    
    $
    73.7Other creditors and accruals
    
    
    44.7
    
    
    
    33.9Total accounts payable and accrued liabilities
    
    $
    89.1
    
    
    $
    107.6
 9. Short and Long-Term Debt
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Short-term debt
    
    $
    93.3
    
    
    $
    90.0Long-term debt
    
    
    230.7
    
    
    
    174.5Total debt (1)
    
    $
    324.0
    
    
    $
    264.5
 
 (1)
    
    Total debt at 1.48% and 3.63% weighted average interest rates at March 31, 2009 and
2008, respectively. F-20




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  Effective
    
    Total
    
    PrincipalDescription
    
    Interest Rate
    
    Facility
    
    Drawn(US$ millions)364-day facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until June 2009
    
    
    1.43
    %
    
    $
    68.3
    
    
    $
    43.3364-day facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until November 2009
    
    
    1.85
    %
    
    
    50.0
    
    
    
    50.0Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until June 2010
    
    
    1.37
    %
    
    
    245.0
    
    
    
    205.7Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2011
    
    
    1.78
    %
    
    
    45.0
    
    
    
    25.0Term facilities, can be drawn in US$, variable interest
rates based on LIBOR plus margin, can be repaid and
redrawn until February 2013
    
    
    
    
    
    
    90.0
    
    
    
    Total
    
    
    
    
    
    $
    498.3
    
    
    $
    324.0
    F-21




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 10. Product Warranties
    Years EndedMarch 31(Millions of US dollars)
    
    2009
    
    
    2008Balance at beginning of period
    
    $
    17.7
    
    
    $
    15.2Accruals for product warranties
    
    
    14.6
    
    
    
    10.2Settlements made in cash or in kind
    
    
    (7.1
    )
    
    
    (7.9
    )Foreign currency translation adjustments
    
    
    (0.3
    )
    
    
    0.2Balance at end of period
    
    $
    24.9
    
    
    $
    17.7
 11. Asbestos
 Summary of Significant Accounting Policies
 F-22




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Asbestos Adjustments
  Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007Change in estimates:Change in actuarial estimate  asbestos liability
    
    $
    (180.9
    )
    
    $
    (175.0
    )
    
    $
    50.3Change in actuarial estimate  insurance receivable
    
    
    19.8
    
    
    
    27.4
    
    
    
    (22.6
    )Change in estimate  AICF claims-handling costs
    
    
    (1.2
    )
    
    
    (6.5
    )
    
    
    0.8Change in estimate  other
    
    
    
    
    
    
    1.2
    
    
    
    Subtotal  Change in estimates
    
    
    (162.3
    )
    
    
    (152.9
    )
    
    
    28.5Gain (loss) on foreign currency exchange
    
    
    179.7
    
    
    
    (87.2
    )
    
    
    (94.5
    )Tax impact related to the implementation of
the Amended FFA
    
    
    
    
    
    
    
    
    
    
    (335.0
    )Other adjustments
    
    
    
    
    
    
    
    
    
    
    (4.5
    )Total Asbestos Adjustments
    
    $
    17.4
    
    
    
    (240.1
    )
    
    $
    (405.5
    )
 F-23




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Asbestos-Related Assets and Liabilities
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Asbestos liability  current
    
    $
    (78.2
    )
    
    $
    (78.7
    )Asbestos liability  non-current
    
    
    (1,206.3
    )
    
    
    (1,497.8
    )Asbestos liability  Total
    
    
    (1,284.5
    )
    
    
    (1,576.5
    )Insurance receivable  current
    
    
    12.6
    
    
    
    14.1Insurance receivable  non-current
    
    
    149.0
    
    
    
    194.3Insurance receivable  Total
    
    
    161.6
    
    
    
    208.4Workers compensation asset  current
    
    
    0.6
    
    
    
    6.9Workers compensation asset  non-current
    
    
    73.8
    
    
    
    78.5Workers compensation liability  current
    
    
    (0.6
    )
    
    
    (6.9
    )Workers compensation liability  non-current
    
    
    (73.8
    )
    
    
    (78.5
    )Workers compensation  Total
    
    
    
    
    
    
    Deferred income taxes  current
    
    
    12.3
    
    
    
    9.1Deferred income taxes  non-current
    
    
    333.2
    
    
    
    397.1Deferred income taxes  Total
    
    
    345.5
    
    
    
    406.2Income tax payable (reduction in income tax payable)
    
    
    22.8
    
    
    
    20.4Other net liabilities
    
    
    (2.0
    )
    
    
    (3.4
    )Net Amended FFA liability
    
    
    (756.6
    )
    
    
    (944.9
    )Restricted cash and cash equivalents and restricted
short-term investment assets of the AICF
    
    
    98.3
    
    
    
    115.1Unfunded Net Amended FFA liability
    
    $
    (658.3
    )
    
    $
    (829.8
    )
 Asbestos Liability
  F-24




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsAsbestos liability  March 31, 2008
    
    
    A$ (1,718.9
    )
    
    
    1.0903
    
    
    $
    (1,576.5
    )Asbestos claims paid (1)
    
    
    111.5
    
    
    
    1.2600
    
    
    
    88.5AICF claims-handling costs incurred (1)
    
    
    3.3
    
    
    
    1.2600
    
    
    
    2.6Change in actuarial estimate (2)
    
    
    (263.3
    )
    
    
    1.4552
    
    
    
    (180.9
    )Change in estimate of AICF claims-handling costs (2)
    
    
    (1.8
    )
    
    
    1.4552
    
    
    
    (1.2
    )Gain on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    383.0Asbestos liability  March 31, 2009
    
    
    A$(1,869.2
    )
    
    
    1.4552
    
    
    $
    (1,284.5
    )
 Insurance Receivable  Asbestos
  A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsInsurance receivable  March 31, 2008
    
    
    A$227.2
    
    
    
    1.0903
    
    
    $
    208.4Insurance recoveries (1)
    
    
    (20.8
    )
    
    
    1.2600
    
    
    
    (16.5
    )Change in actuarial estimate (2)
    
    
    28.8
    
    
    
    1.4552
    
    
    
    19.8Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (50.1
    )Insurance receivable  March 31, 2009
    
    
    A$235.2
    
    
    
    1.4552
    
    
    $
    161.6
 Deferred Income Taxes  Asbestos
  A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsDeferred tax assets  March 31, 2008
    
    
    A$442.9
    
    
    
    1.0903
    
    
    $
    406.2Amounts offset against income tax payable (1)
    
    
    (11.1
    )
    
    
    1.2600
    
    
    
    (8.8
    )Impact of change in actuarial estimates (2)
    
    
    70.9
    
    
    
    1.4552
    
    
    
    48.7Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (100.6
    )Deferred tax assets  March 31, 2009
    
    
    A$502.7
    
    
    
    1.4552
    
    
    $
    345.5
 
 (1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the period.(2)
    
    The spot exchange rate at March 31, 2009 is used to convert the Australian dollar amount to
U.S. dollars as the adjustment to the estimate was made on that date. Income Tax Payable
  F-25




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Other Net Liabilities
  Restricted Cash and Short-term Investments of the AICF
   A$
    
    
    A$ to US$
    
    
    US$Millions
    
    
    rate
    
    
    MillionsRestricted cash and cash equivalents and restricted
short-term investments  March 31, 2008
    
    
    A$125.5
    
    
    
    1.0903
    
    
    $
    115.1Asbestos claims paid (1)
    
    
    (111.5
    )
    
    
    1.2600
    
    
    
    (88.5
    )Payments received in accordance with AFFA (2)
    
    
    114.7
    
    
    
    1.0648
    
    
    
    107.7Interest payments received in accordance with AFFA (2)
    
    
    3.3
    
    
    
    1.4368
    
    
    
    2.3AICF operating costs paid  claims-handling (1)
    
    
    (3.3
    )
    
    
    1.2600
    
    
    
    (2.6
    )AICF operating costs paid  non claims-handling (1)
    
    
    (0.9
    )
    
    
    1.2600
    
    
    
    (0.7
    )Insurance recoveries (1)
    
    
    20.8
    
    
    
    1.2600
    
    
    
    16.5Interest and investment income (1)
    
    
    8.1
    
    
    
    1.2600
    
    
    
    6.4Loss on investments (1)
    
    
    (13.1
    )
    
    
    1.2600
    
    
    
    (10.4
    )Other (1)
    
    
    (0.5
    )
    
    
    1.2600
    
    
    
    (0.4
    )Loss on foreign currency exchange
    
    
    
    
    
    
    
    
    
    
    (47.1
    )Restricted cash and cash equivalents and restricted
short-term investments  March 31, 2009
    
    
    A$143.1
    
    
    
    1.4552
    
    
    $
    98.3
 
 (1)
    
    The average exchange rate for the period is used to convert the Australian dollar amount to
U.S. dollars based on the assumption that these transactions occurred evenly throughout the period.(2)
    
    The weighted average exchange rate for the actual exchange rates received on payment are used
to convert the Australian dollar amount to U.S. dollars. F-26




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Actuarial Study; Claims Estimate
       F-27




---



##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Claims Data
   For the Years Ended March 312009
    
    
    2008
    
    
    2007
    
    
    2006 (1)
    
    
    2005Number of open claims at beginning of period
    
    
    523
    
    
    
    490
    
    
    
    564
    
    
    
    712
    
    
    
    687Number of new claims
    
    
    607
    
    
    
    552
    
    
    
    463
    
    
    
    346
    
    
    
    489Number of closed claims
    
    
    596
    
    
    
    519
    
    
    
    537
    
    
    
    502
    
    
    
    464Number of open claims at end of period
    
    
    534
    
    
    
    523
    
    
    
    490
    
    
    
    556
    
    
    
    712Average settlement amount per settled claim
    
    
    A$190,638
    
    
    
    A$147,349
    
    
    
    A$166,164
    
    
    
    A$151,883
    
    
    
    A$157,594Average settlement amount per case closed
    
    
    A$168,248
    
    
    
    A$126,340
    
    
    
    A$128,723
    
    
    
    A$122,535
    
    
    
    A$136,536Average settlement amount per settled claim
    
    
    $   151,300
    
    
    
    $   128,096
    
    
    
    $   127,163
    
    
    
    $   114,318
    
    
    
    $   116,572Average settlement amount per case closed
    
    
    $   133,530
    
    
    
    $   109,832
    
    
    
    $     98,510
    
    
    
    $     92,229
    
    
    
    $   100,996
 
 (1)
    
    Information includes claims data for only 11 months ended February 28, 2006. Claims data for
the 12 months ended March 31, 2006 were not available at the time the Companys financial
statements were prepared.  12. Fair Value Measurements
   F-28




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  
    
    quoted prices for similar assets or liabilities in active markets;
    
    quoted prices for identical or similar assets in non-active markets;
    
    inputs other than quoted prices that are observable for the asset or liability;
and
    
    inputs derived principally from or corroborated by other observable market data.
   Fair Value MeasurementsUsing Inputs Considered asFair Value at(Millions of US Dollars)
    
    March 31, 2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3AssetsCash and cash equivalents
    
    $
    42.4
    
    
    $
    42.4
    
    
    $
    
    
    
    $
    Restricted cash and cash equivalents
    
    
    50.7
    
    
    
    50.7
    
    
    
    
    
    
    
    Restricted short-term investments
    
    
    52.9
    
    
    
    52.9
    
    
    
    
    
    
    
    Total Assets
    
    $
    146.0
    
    
    $
    146.0
    
    
    $
    
    
    
    $
    LiabilitiesAccounts Payable
    
    
    1.9
    
    
    
    
    
    
    
    1.9
    
    
    
    Total Liabilities
    
    $
    1.9
    
    
    $
    
    
    
    $
    1.9
    
    
    $
    
 Other Expense
 Accounts Payable Interest Expense
 13. Commitment and Contingencies
 ASIC Proceedings
 Judgment
  F-29




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  
    
    the Company did not comply with section 1041E of Australias Corporations Act 2001 (Cth)
(Act) (false or misleading statements) and section 1041H of the Act (misleading or
deceptive conduct) by delivering a set of slides to the Australian Securities Exchange
(ASX) in June 2002 that referred to the creation and funding of the Medical Research and
Compensation Foundation by ABN 60 in February 2001, and
    
    the Company did not comply with section 674(2) of the Act (continuous disclosure) in the
period March 25 to June 30, 2003 in not disclosing the transfer of JHIL out of the James
Hardie Group.
    Appeal
  Indemnities
   Chile Litigation
   F-30




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
      Environmental and Legal
   Operating Leases
  Years ending March 31:
    
    (Millions of US dollars)2010
    
    $
    14.02011
    
    
    12.22012
    
    
    11.02013
    
    
    10.42014
    
    
    10.3Thereafter
    
    
    38.9Total
    
    $
    96.8
  F-31




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Capital Commitments
  Asbestos Income Taxes
 14. Income Taxes
  Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007(Loss) income from continuing operations before income taxes:Domestic (1)
    
    $
    24.6
    
    
    $
    80.1
    
    
    $
    110.9Foreign
    
    
    131.2
    
    
    
    (115.6
    )
    
    
    (204.0
    )(Loss) income from continuing operations before income taxes
    
    $
    155.8
    
    
    $
    (35.5
    )
    
    $
    (93.1
    )Income tax (expense) benefit:Current:Domestic (1)
    
    $
    (0.1
    )
    
    $
    (7.1
    )
    
    $
    0.4Foreign
    
    
    37.4
    
    
    
    (102.1
    )
    
    
    (63.7
    )Current income tax (expense) benefit
    
    
    37.3
    
    
    
    (109.2
    )
    
    
    (63.3
    )Deferred:Domestic (1)
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    0.1Foreign
    
    
    (56.7
    )
    
    
    73.3
    
    
    
    307.1Deferred income tax (expense) benefit
    
    
    (56.8
    )
    
    
    73.1
    
    
    
    307.2Total income tax (expense) benefit for continuing operations
    
    $
    (19.5
    )
    
    $
    (36.1
    )
    
    $
    243.9
 
 (1)
    
    Since JHI NV is the Dutch parent holding company, domestic represents The Netherlands.  F-32




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007Income tax benefit (expense) computed at statutory tax rates
    
    $
    (47.0
    )
    
    $
    7.8
    
    
    $
    16.2U.S. state income taxes, net of the federal benefit
    
    
    (2.9
    )
    
    
    (1.9
    )
    
    
    (6.5
    )Asbestos provision
    
    
    
    
    
    
    
    
    
    
    242.0Asbestos  effect of foreign exchange
    
    
    51.2
    
    
    
    (27.5
    )
    
    
    (24.1
    )Benefit from Dutch financial risk reserve regime
    
    
    1.8
    
    
    
    7.3
    
    
    
    8.1Expenses not deductible
    
    
    (7.8
    )
    
    
    (3.2
    )
    
    
    (1.7
    )Non-assessable items
    
    
    1.6
    
    
    
    2.7
    
    
    
    1.8Losses not available for carryforward
    
    
    (4.1
    )
    
    
    (1.4
    )
    
    
    (3.2
    )Change in reserves
    
    
    (13.4
    )
    
    
    (18.5
    )
    
    
    10.4Taxes on foreign income
    
    
    (2.7
    )
    
    
    (2.1
    )
    
    
    (1.9
    )State amended returns and audit
    
    
    3.0
    
    
    
    
    
    
    
    Change in tax law
    
    
    
    
    
    
    
    
    
    
    3.0Other items
    
    
    0.8
    
    
    
    0.7
    
    
    
    (0.2
    )Total income tax (expense) benefit
    
    $
    (19.5
    )
    
    $
    (36.1
    )
    
    $
    243.9Effective tax rate
    
    
    12.5
    %
    
    
    101.7
    %
    
    
    262.0
    %
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Deferred tax assets:Asbestos liability
    
    $
    345.5
    
    
    $
    406.2Other provisions and accruals
    
    
    28.5
    
    
    
    27.0Net operating loss carryforwards
    
    
    1.9
    
    
    
    6.3Capital loss carryforwards
    
    
    22.8
    
    
    
    40.0Taxes on intellectual property transfer
    
    
    3.6
    
    
    
    6.5Prepayments
    
    
    4.2
    
    
    
    2.9Foreign currency movements
    
    
    6.6
    
    
    
    Other
    
    
    2.1
    
    
    
    0.8Total deferred tax assets
    
    
    415.2
    
    
    
    489.7Valuation allowance
    
    
    (22.8
    )
    
    
    (45.1
    )Total deferred tax assets, net of valuation
allowance
    
    
    392.4
    
    
    
    444.6Deferred tax liabilities:Property, plant and equipment
    
    
    (105.7
    )
    
    
    (93.4
    )Accrued interest income
    
    
    (7.5
    )
    
    
    Foreign currency movements
    
    
    
    
    
    
    (15.2
    )Total deferred tax liabilities
    
    
    (113.2
    )
    
    
    (108.6
    )Net deferred tax assets
    
    $
    279.2
    
    
    $
    336.0
    F-33




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
       FASB Interpretation No. 48
 ,
  F-34




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  Unrecognized
    
    
    Interest and(US$ millions)
    
    Tax Benefits
    
    
    PenaltiesBalance at April 1, 2007
    
    $
    39.0
    
    
    $
    39.7Additions for tax positions of the current year
    
    
    1.3
    
    
    
    Additions for tax positions of prior year
    
    
    16.0
    
    
    
    1.8Foreign currency translation adjustment
    
    
    5.6
    
    
    
    5.5Balance at March 31, 2008
    
    $
    61.9
    
    
    $
    47.0Additions for tax positions of the current year
    
    
    1.7
    
    
    
    Additions (deletions) for tax positions of prior year
    
    
    37.3
    
    
    
    (14.3
    )Settlements paid during the current period
    
    
    (72.0
    )
    
    
    (39.6
    )Foreign currency translation adjustment
    
    
    (16.6
    )
    
    
    (9.1
    )Balance at March 31, 2009
    
    $
    12.3
    
    
    $
    (16.0
    )
    ATO  1999 Disputed Amended Assessment
     F-35




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 ATO Settlement
   Internal Revenue Service (IRS)  Notice of Proposed Adjustment (NOPA)
    15. Stock-Based Compensation
   JHI NV 2001 Equity Incentive Plan
   F-36




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  October 2001Original
    
    Number
    
    OptionOriginal Shadow
    
    Exercise
    
    of Options
    
    ExpirationShare Grant Date
    
    Price
    
    Granted
    
    DateNovember 1999
    
    A$ 3.82
    
    
    1,968,544
    
    
    November 2009November 2000
    
    A$ 3.78
    
    
    3,500,285
    
    
    November 2010
    Original
    
    Number
    
    OptionShare Grant
    
    Exercise
    
    of Options
    
    ExpirationDate
    
    Price
    
    Granted
    
    DateDecember 2001
    
    A$ 5.65
    
    
    4,248,417
    
    
    December 2011December 2002
    
    A$ 6.66
    
    
    4,037,000
    
    
    December 2012December 2003
    
    A$ 7.05
    
    
    6,179,583
    
    
    December 2013December 2004
    
    A$ 5.99
    
    
    5,391,100
    
    
    December 2014February 2005
    
    A$ 6.30
    
    
    273,000
    
    
    February 2015December 2005
    
    A$ 8.90
    
    
    5,224,100
    
    
    December 2015March 2006
    
    A$ 9.50
    
    
    40,200
    
    
    March 2016November 2006
    
    A$ 8.40
    
    
    3,499,490
    
    
    November 2016March 2007
    
    A$ 8.90
    
    
    179,500
    
    
    March 2017March 2007
    
    A$ 8.35
    
    
    151,400
    
    
    March 2017December 2007
    
    A$ 6.38
    
    
    5,031,310
    
    
    December 2017
   F-37




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Managing Board Transitional Stock Option Plan
   Long-Term Incentive Plan
   Supervisory Board Share Plan 2006
  F-38




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Stock Options
  Outstanding OptionsWeightedShares
    
    
    
    
    
    
    AverageAvailable for
    
    
    
    
    
    
    ExerciseGrant
    
    
    Number
    
    
    PriceBalance at March 31, 2007
    
    
    19,420,793
    
    
    
    18,939,817
    
    
    A$
    7.52Granted
    
    
    (6,047,310
    )
    
    
    6,047,310
    
    
    A$
    6.62Exercised
    
    
    
    
    
    
    (606,079
    )
    
    A$
    6.33Forfeited
    
    
    2,190,811
    
    
    
    (2,190,811
    )
    
    A$
    7.79Balance at March 31, 2008
    
    
    15,564,294
    
    
    
    22,190,237
    
    
    A$
    7.29Newly Authorized
    
    
    4,291,230
    
    
    
    Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    (25,000
    )
    
    A$
    5.99Forfeited
    
    
    3,892,309
    
    
    
    (3,892,309
    )
    
    A$
    7.34Balance at March 31, 2009
    
    
    23,747,833
    
    
    
    18,272,928
    
    
    A$
    7.28
     2008
    
    2007Dividend yield
    
    
    5.0
    %
    
    
    1.5
    %Expected volatility
    
    
    30.0
    %
    
    
    28.1
    %Risk free interest rate
    
    
    3.4
    %
    
    
    4.6
    %Expected life in years
    
    
    4.4
    
    
    
    5.1Weighted average fair value at grant date
    
    A$
    1.13
    
    
    A$
    2.40Number of stock options
    
    
    5,031,310
    
    
    
    3,830,390
 F-39




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  2008
    
    2007Dividend yield
    
    
    5.0
    %
    
    
    1.6
    %Expected volatility
    
    
    32.1
    %
    
    
    28.1
    %Risk free interest rate
    
    
    4.2
    %
    
    
    4.6
    %Weighted average fair value at grant date
    
    A$
    3.14
    
    
    A$
    3.30Number of stock options
    
    
    1,016,000
    
    
    
    1,132,000
     (In Australian dollars)Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Average
    
    
    Aggregate
    
    
    
    
    
    
    Average
    
    
    AggregateExercise
    
    
    
    
    
    Remaining
    
    
    Exercise
    
    
    Intrinsic
    
    
    
    
    
    
    Exercise
    
    
    IntrinsicPrice
    
    Number
    
    
    Life (in Years)
    
    
    Price
    
    
    Value
    
    
    Number
    
    
    Price
    
    
    ValueA$    3.09
    
    
    409,907
    
    
    
    1.6
    
    
    A$
    3.09
    
    
    
    454,997
    
    
    
    409,907
    
    
    A$
    3.09
    
    
    A$
    454,9973.13
    
    
    100,435
    
    
    
    0.6
    
    
    
    3.13
    
    
    
    107,465
    
    
    
    100,435
    
    
    
    3.13
    
    
    
    107,4655.06
    
    
    617,592
    
    
    
    2.7
    
    
    
    5.06
    
    
    
    
    
    
    
    617,592
    
    
    
    5.06
    
    
    
    5.99
    
    
    2,226,125
    
    
    
    5.7
    
    
    
    5.99
    
    
    
    
    
    
    
    2,226,125
    
    
    
    5.99
    
    
    
    6.30
    
    
    93,000
    
    
    
    5.9
    
    
    
    6.30
    
    
    
    
    
    
    
    93,000
    
    
    
    6.30
    
    
    
    6.38
    
    
    3,408,084
    
    
    
    8.7
    
    
    
    6.38
    
    
    
    
    
    
    
    1,010,930
    
    
    
    6.38
    
    
    
    6.45
    
    
    851,000
    
    
    
    3.6
    
    
    
    6.45
    
    
    
    
    
    
    
    851,000
    
    
    
    6.45
    
    
    
    7.05
    
    
    2,019,250
    
    
    
    4.7
    
    
    
    7.05
    
    
    
    
    
    
    
    2,019,250
    
    
    
    7.05
    
    
    
    7.83
    
    
    1,016,000
    
    
    
    8.4
    
    
    
    7.83
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.35
    
    
    151,400
    
    
    
    8.0
    
    
    
    8.35
    
    
    
    
    
    
    
    75,700
    
    
    
    8.35
    
    
    
    8.40
    
    
    3,143,835
    
    
    
    7.6
    
    
    
    8.40
    
    
    
    
    
    
    
    1,124,656
    
    
    
    8.40
    
    
    
    8.53
    
    
    1,320,000
    
    
    
    6.7
    
    
    
    8.53
    
    
    
    
    
    
    
    1,320,000
    
    
    
    8.53
    
    
    
    8.90
    
    
    2,876,100
    
    
    
    6.7
    
    
    
    8.90
    
    
    
    
    
    
    
    2,867,550
    
    
    
    8.90
    
    
    
    9.50
    
    
    40,200
    
    
    
    6.9
    
    
    
    9.50
    
    
    
    
    
    
    
    40,200
    
    
    
    9.50
    
    
    
    Total
    
    
    18,272,928
    
    
    
    6.6
    
    
    A$
    7.27
    
    
    A$
    562,462
    
    
    
    12,756,345
    
    
    A$
    6.83
    
    
    A$
    562,462
  Restricted Stock
  F-40




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  WeightedAverage GrantShares
    
    Date Fair ValueNonvested at April 1, 2008
    
    
    
    
    
    
    Granted
    
    
    3,260,333
    
    
    A$
    3.98Vested
    
    
    (24,052
    )
    
    
    3.85Forfeited
    
    
    (245,220
    )
    
    
    4.40Nonvested at March 31, 2009
    
    
    2,991,061
    
    
    A$
    3.95
 Restricted Stock  time vesting
  RestrictedStock UnitsGrant Date
    
    Equity Award Plan
    
    GrantedJune 17, 2008
    
    JHI NV 2001 Equity Incentive Plan
    
    
    698,440September 15, 2008
    
    Long-Term Incentive Plan
    
    
    201,324December 17, 2008
    
    JHI NV 2001 Equity Incentive Plan
    
    
    992,2711,892,035
   June 17, 2008
    
    September 15, 2008
    
    December 17, 2008Grant
    
    Grant
    
    GrantDividend yield
    
    $0.20 per annum
    
    $0.20 per annum
    
    
    2.9
    %Risk free interest rate
    
    
    2.9
    %
    
    
    1.8
    %
    
    
    1.3
    %Expected life in years
    
    
    2.0
    
    
    
    2.0
    
    
    
    3.0JHX stock price at grant date
    
    A$
    4.93
    
    
    A$
    4.98
    
    
    A$
    3.85Number of restricted stock units
    
    
    698,440
    
    
    
    201,324
    
    
    
    992,271
 Restricted Stock  market condition
   F-41




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  September 15, 2008
    
    December 17, 2008Grant
    
    GrantDividend yield
    
    
    3.9
    %
    
    
    2.9
    %Expected volatility
    
    
    34.9
    %
    
    
    37.6
    %Risk free interest rate
    
    
    2.6
    %
    
    
    1.3
    %Expected life in years
    
    
    3.0
    
    
    
    3.0JHX stock price at grant date
    
    A$
    4.98
    
    
    A$
    3.85Number of restricted stock units
    
    
    822,541
    
    
    
    545,757
 16. Share Repurchase Program
  17. Operating Segment Information and Concentrations of Risk
  Operating Segments
  Net Sales to Customers (1)Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007USA & Europe Fiber Cement
    
    $
    929.3
    
    
    $
    1,170.5
    
    
    $
    1,291.2Asia Pacific Fiber Cement
    
    
    273.3
    
    
    
    298.3
    
    
    
    251.7Worldwide total
    
    $
    1,202.6
    
    
    $
    1,468.8
    
    
    $
    1,542.9
 F-42




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 Income (Loss) Before Income TaxesYears Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007USA & Europe Fiber Cement (2), (3)
    
    $
    199.3
    
    
    $
    235.2
    
    
    $
    353.1Asia Pacific Fiber Cement (2)
    
    
    47.1
    
    
    
    50.3
    
    
    
    39.4Research and Development (2)
    
    
    (18.9
    )
    
    
    (18.1
    )
    
    
    (17.1
    )Segments total
    
    
    227.5
    
    
    
    267.4
    
    
    
    375.4General Corporate (4), (5)
    
    
    (53.9
    )
    
    
    (304.0
    )
    
    
    (462.0
    )Total operating income (loss)
    
    
    173.6
    
    
    
    (36.6
    )
    
    
    (86.6
    )Net interest (expense) income (6)
    
    
    (3.0
    )
    
    
    1.1
    
    
    
    (6.5
    )Other expense
    
    
    (14.8
    )
    
    
    
    
    
    
    Worldwide total
    
    $
    155.8
    
    
    $
    (35.5
    )
    
    $
    (93.1
    )
 Total Identifiable AssetsMarch 31(Millions of US dollars)
    
    2009
    
    
    2008USA & Europe Fiber Cement
    
    $
    772.6
    
    
    $
    846.4Asia Pacific Fiber Cement
    
    
    167.9
    
    
    
    218.3Research and Development
    
    
    12.2
    
    
    
    13.9Segments total
    
    
    952.7
    
    
    
    1,078.6General Corporate (7), (8)
    
    
    946.0
    
    
    
    1,101.3Worldwide total
    
    $
    1,898.7
    
    
    $
    2,179.9
 Geographic Areas
 Net Sales to Customers (1)Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    2008
    
    
    2007USA
    
    $
    912.2
    
    
    $
    1,153.1
    
    
    $
    1,279.4Australia
    
    
    193.2
    
    
    
    198.6
    
    
    
    169.0New Zealand
    
    
    50.0
    
    
    
    67.3
    
    
    
    54.4Other Countries
    
    
    47.2
    
    
    
    49.8
    
    
    
    40.1Worldwide total
    
    $
    1,202.6
    
    
    $
    1,468.8
    
    
    $
    1,542.9
 Total Identifiable AssetsMarch 31(Millions of US dollars)
    
    2009
    
    
    2008USA
    
    $
    774.4
    
    
    $
    846.6Australia
    
    
    99.8
    
    
    
    139.0New Zealand
    
    
    27.1
    
    
    
    26.1Other Countries
    
    
    51.4
    
    
    
    66.9Segments total
    
    
    952.7
    
    
    
    1,078.6General Corporate (7), (8)
    
    
    946.0
    
    
    
    1,101.3Worldwide total
    
    $
    1,898.7
    
    
    $
    2,179.9
 F-43




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
 
 (1)
    
    Export sales and inter-segmental sales are not significant.(2)
    
    Research and development costs of $8.0 million, $7.7 million and $11.1 million in fiscal
years 2009, 2008 and 2007, respectively, were expensed in the USA and Europe Fiber Cement
segment. Research and development costs of $1.2 million, $1.6 million and $1.8 million in
fiscal years 2009, 2008 and 2007, respectively, were expensed in the Asia Pacific Fiber Cement
segment. Research and development costs of $14.4 million, $18.0 million and $13.0 million in
fiscal years 2009, 2008 and 2007, respectively, were expensed in the Research and Development
segment. The Research and Development segment also included selling, general and
administrative expenses of $4.5 million, $0.1 million and $4.1 million in fiscal years 2009,
2008 and 2007, respectively.Research and development expenditures are expensed as incurred and in total amounted to
$23.8 million, $27.3 million and $25.9 million for the years ended March 31, 2009, 2008 and
2007, respectively.(3)
    
    Included in USA and Europe Fiber Cement for the year ended March 31, 2008 are asset
impairment charges of $71.0 million.(4)
    
    The principal components of General Corporate are officer and employee compensation and
related benefits; professional and legal fees; administrative costs; and rental expense, net
of rental income, on the Companys corporate offices. Included in General Corporate for the
year ended March 31, 2009 are favorable asbestos adjustments of $17.4 million, AICF SG&A
expenses of $0.7 million and ASIC expenses of $14.0 million. Included in General Corporate for
the year ended March 31, 2008 are unfavorable asbestos adjustments of $240.1 million, AICF
SG&A expenses of $4.0 million and ASIC expenses of $5.5 million. Included in General
Corporate for the year ended March 31, 2007 are unfavorable asbestos adjustments of $405.5
million and ASIC expenses of $0.2 million.(5)
    
    Includes costs of nil, nil, and $13.6 million for SCI and other related expenses in fiscal
years 2009, 2008 and 2007, respectively.(6)
    
    The Company does not report net interest expense for each operating segment as operating
segments are not held directly accountable for interest expense. Included in net interest
income (expense) is AICF interest income of $6.4 million, $9.4 and nil in fiscal years 2009,
2008 and 2007, respectively. See Note 11.(7)
    
    The Company does not report deferred tax assets and liabilities for each operating segment as
operating segments are not held directly accountable for deferred income taxes. All deferred
income taxes are included in General Corporate.(8)
    
    Asbestos-related assets at March 31, 2009 and 2008 are $681.0 million and $817.1 million,
respectively, and are included in the General Corporate segment. See Note 11. Concentrations of Risk
  F-44




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
  Years Ended March 31(Millions of US dollars)
    
    2009
    
    
    
    
    
    
    2008
    
    
    
    
    
    
    2007%
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Customer A
    
    $
    277.1
    
    
    
    23.0
    
    
    $
    431.3
    
    
    
    27.9
    
    
    $
    446.3
    
    
    
    26.7Customer B
    
    
    149.6
    
    
    
    12.4
    
    
    
    167.3
    
    
    
    10.8
    
    
    
    168.9
    
    
    
    10.3Customer C
    
    
    46.8
    
    
    
    3.9
    
    
    
    108.2
    
    
    
    7.0
    
    
    
    172.3
    
    
    
    10.1$
    473.5
    
    
    
    
    
    
    $
    706.8
    
    
    
    
    
    
    $
    787.5
  18. Accumulated Other Comprehensive Income
  March 31(Millions of US dollars)
    
    2009
    
    
    2008Pension and post-retirement benefit adjustments
(net of $1.1 million and $1.0 million tax benefit, respectively)
    
    $
    (1.4
    )
    
    $
    (2.1
    )Unrealized loss on restricted short-term investments
    
    
    
    
    
    
    (4.4
    )Foreign currency translation adjustments
    
    
    3.6
    
    
    
    23.4Total accumulated other comprehensive income
    
    $
    2.2
    
    
    $
    16.9
 F-45




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##### Table of Contents



James Hardie Industries N.V. and Subsidiaries
 
 Selected Quarterly Financial Data
 (unaudited, not forming part of the consolidated financial statements)
  Year Ended March 31, 2009
    
    
    
    Year Ended March 31, 2008By Quarter
    
    
    
    By Quarter(Millions of US dollars)
    
    
    First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    
    $
    365.0
    
    
    $
    341.9
    
    
    $
    254.4
    
    
    $
    241.3
    
    
    
    $
    424.4
    
    
    $
    390.1
    
    
    $
    341.4
    
    
    $
    312.9Cost of goods sold
    
    
    
    (241.0
    )
    
    
    (228.7
    )
    
    
    (172.0
    )
    
    
    (172.1
    )
    
    
    
    (257.5
    )
    
    
    (251.3
    )
    
    
    (224.3
    )
    
    
    (205.7
    )Gross profit
    
    
    
    124.0
    
    
    
    113.2
    
    
    
    82.4
    
    
    
    69.2
    
    
    
    
    166.9
    
    
    
    138.8
    
    
    
    117.1
    
    
    
    107.2Operating income (loss)
    
    
    
    22.9
    
    
    
    192.2
    
    
    
    118.9
    
    
    
    (160.4
    )
    
    
    
    75.0
    
    
    
    44.7
    
    
    
    25.2
    
    
    
    (181.5
    )Interest expense
    
    
    
    (2.6
    )
    
    
    (2.3
    )
    
    
    (2.5
    )
    
    
    (3.8
    )
    
    
    
    (1.3
    )
    
    
    (2.5
    )
    
    
    (2.9
    )
    
    
    (4.4
    )Interest income
    
    
    
    1.5
    
    
    
    2.6
    
    
    
    1.4
    
    
    
    2.7
    
    
    
    
    1.8
    
    
    
    4.5
    
    
    
    3.7
    
    
    
    2.2Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) from continuing
operations before income taxes
    
    
    
    21.8
    
    
    
    192.5
    
    
    
    117.8
    
    
    
    (176.3
    )
    
    
    
    75.5
    
    
    
    46.7
    
    
    
    26.0
    
    
    
    (183.7
    )Income tax (expense) benefit
    
    
    
    (20.4
    )
    
    
    (39.0
    )
    
    
    (6.8
    )
    
    
    46.7
    
    
    
    
    (36.4
    )
    
    
    (27.6
    )
    
    
    (8.9
    )
    
    
    36.8Net income (loss)
    
    
    $
    1.4
    
    
    $
    153.5
    
    
    $
    111.0
    
    
    $
    (129.6
    )
    
    
    $
    39.1
    
    
    $
    19.1
    
    
    $
    17.1
    
    
    $
    (146.9
    )
 F-46




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##### Table of Contents



INDEX TO 

EXHIBITS
 ExhibitNumber
    
    Description of Exhibits1.1
    
    Articles of Association, as amended on August 20, 2007 of James Hardie
Industries N.V. (English Translation) (6)2.1
    
    Letter Agreement of September 6, 2001 by and between James Hardie Industries
N.V. and CHESS Depositary Nominees Pty Limited, as the depositary for CHESS
Units of Foreign Securities (2)2.2
    
    Deposit Agreement dated as of September 24, 2001 between The Bank of New York,
as depositary, and James Hardie Industries N.V. (2)2.3
    
    Common Terms Deed Poll as amended and restated on February 20, 2008 among James
Hardie International Finance B.V., James Hardie Building Products, Inc. and
James Hardie Industries N.V. (6)2.4
    
    Form of Term Facility Agreement between James Hardie International Finance B.V.
and Financier (2)2.5
    
    Form of Term Facility Agreement  Occurrence of Extension Event among James
Hardie International Finance B.V., James Hardie Building Products, Inc. and
Financier (5)2.6
    
    Form of 3 Year Term (Bullet) Facility Agreement dated February 21, 2008 among
James Hardie International Finance B.V., James Hardie Building Products, Inc.
and Financier (6)2.7
    
    Form of 5 Year Term (Bullet) Facility Agreement dated February 21, 2008 among
James Hardie International Finance B.V., James Hardie Building Products, Inc.
and Financier (6)2.8
    
    Form of Rolling 364-day Facility Agreement between James Hardie International
Finance B.V. and Financier (including Form of Extension Request) (2)2.9
    
    Form of 364-day Facility Agreement between James Hardie International Finance
B.V. and Financier (8)2.10
    
    Form of Guarantee Deed between James Hardie Industries N.V. and Financier (2)4.1
    
    Amended and Restated James Hardie Industries N.V. 2001 Equity Incentive Plan (2)




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits4.2
    
    Executive Incentive Plan 2009 (8)4.3
    
    Supervisory Board Share Plan 2006 (3)4.4
    
    James Hardie Industries N.V. Long Term Incentive Plan dated August 1,
2006 and amended on August 22, 2008 (7)4.5
    
    2005 Managing Board Transitional Stock Option Plan (3)4.6
    
    Form of Joint and Several Indemnity Agreement among James Hardie N.V.,
James Hardie (USA) Inc. and certain former executive officers and
Managing Board directors thereto (2)4.7
    
    Form of Joint and Several Indemnity Agreement among James Hardie
Industries N.V., James Hardie Inc. and certain former Supervisory Board
and Managing Board directors thereto (2)4.8
    
    Form of Deed of Access, Insurance and Indemnity between James Hardie
Industries N.V. and Supervisory Board directors and Managing Board
directors (6)4.9
    
    Form of Indemnity Agreement between James Hardie Building Products,
Inc. and Supervisory Board directors, Managing Board directors and
certain executive officers (6)4.10
    
    Surrender of Freehold Lease among Brookfield Multiplex Carole Park
Landowner Pty Limited (f/k/a Multiplex Carole Park Landowner Pty
Limited); James Hardie Australia Pty Limited and James Hardie
Industries N.V. dated October 18, 2007 re Cobalt & Silica Street,
Carole Park, Queensland, Australia (8)4.11
    
    Lease between Brookfield Multiplex Carole Park Landowner Pty Limited
(f/k/a Multiplex Carole Park Landowner Pty Limited) and James Hardie
Australia Pty Limited dated October 18, 2007 re Cobalt & Silica Street,
Carole Park, Queensland, Australia (8)4.12
    
    Variation of Lease dated March 23, 2004, among Brookfield Multiplex
Carole Park Landowner Pty Limited (f/k/a Multiplex Carole Park
Landowner Pty Limited) as successor in interest to Amaca Pty Limited
(f/k/a/ James Hardie & Coy Pty Limited), James Hardie Australia Pty
Limited and James Hardie Industries N.V. re premises at the corner of
Colquhoun & Devon Streets, Rosehill, New South Wales, Australia (1)4.13
    
    Lease dated April 3, 2009, between Welshpool Landowner Pty and James
Hardie Australia Pty Limited re premises at Rutland Avenue, Welshpool,
Western Australia, Australia (8)4.14
    
    Lease Amendment dated March 23, 2004, among Brookfield Multiplex Carole
Park Landowner Pty Limited (f/k/a Multiplex Carole Park Landowner Pty
Limited) as successor in interest to Amaca Pty Limited (f/k/a James
Hardie & Coy Pty Limited), James Hardie Australia Pty Limited and James
Hardie Industries N.V. re premises at 46 Randle Road, Meeandah,
Queensland, Australia (1)4.15
    
    Lease Agreement dated March 23, 2004 among Location Group Limited as
successor in interest to Studorp Limited, James Hardie New Zealand
Limited and James Hardie Industries N.V. re premises at the corner of
ORorke and Station Roads, Penrose, Auckland, New Zealand (1)4.16
    
    Lease Agreement dated March 23, 2004 among Location Group Limited as
successor in interest to Studorp Limited, James Hardie New Zealand
Limited and James Hardie Industries N.V. re premises at 44-74 ORorke
Road, Penrose, Auckland, New Zealand (1)4.17
    
    Ownership transfer related to corner of ORorke and Station Roads,
Penrose, Auckland, New Zealand and 44-74 ORorke Road, Penrose,
Auckland, New Zealand effective June 30, 2005 (3)4.18
    
    Industrial Building Lease Agreement, effective October 6, 2000, between
James Hardie Building Products, Inc. and Fortra Fiber-Cement L.L.C., re
premises at Waxahachie, Ellis County, Texas (2)4.19
    
    Asset Purchase Agreement by and between James Hardie Building Products,
Inc. and Cemplank, Inc. dated as of December 12, 2001 (2)4.20
    
    Amended and Restated Stock Purchase Agreement dated March 12, 2002,
between BPB U.S. Holdings, Inc. and James Hardie Inc. (2)4.21
    
    Amended and Restated Final Funding Agreement dated November 21, 2006 (4)4.22
    
    Amended FFA Amendment dated August 6, 2007 (6)4.23
    
    Amended FFA Amendment dated November 8, 2007 (6)




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits4.24
    
    Amended FFA Amendment dated June 11, 2008 (6)4.25
    
    Address for Service of Notice on Trustee dated June 13, 2008 (6)4.26
    
    Amended FFA Amendment dated
July 17, 2008 (8)4.27
    
    Asbestos Injuries Compensation Fund Amended and Restated Trust Deed by and between
James Hardie Industries N.V. and Asbestos Injuries Compensation Fund Limited dated
December 14, 2006 (5)4.28
    
    Deed Poll dated June, 11, 2008  amendment of the Asbestos Injuries Compensation
Fund Amended and Restated Trust Deed (6)4.29
    
    Deed of Release by and among James Hardie Industries N.V., Australian Council of
Trade Unions, Unions New South Wales, and Bernard Douglas Banton dated December 21,
2005 (3)4.30
    
    Parent Guarantee by and among Asbestos Injuries Compensation Fund Limited, The State
of New South Wales, and James Hardie Industries N.V. dated December 14, 2006 (5)4.31
    
    Deed of Release by and between James Hardie Industries N.V. and The State of New
South Wales dated June 22, 2006 (3)4.32
    
    Second Irrevocable Power of Attorney by and between Asbestos Injuries Compensation
Fund Limited and The State of New South Wales dated December 14, 2006 (5)4.33
    
    Deed of Accession by and among Asbestos Injuries Compensation Fund Limited, James
Hardie Industries N.V., James Hardie 117 Pty Limited, and The State of New South
Wales dated December 14, 2006 (5)8.1
    
    List of significant subsidiaries of James Hardie Industries N.V.12.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200212.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200213.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 200215.1
    
    Consent of Ernst & Young LLP, independent registered public accounting firm15.2
    
    Consent of PricewaterhouseCoopers, LLP, independent registered public accounting firm15.3
    
    Consent of KPMG Actuaries Pty Ltd99.1
    
    Excerpts of the ASTC Settlement
Rules as of March 31, 2009 (8)99.2
    
    Subdivision B, Division 3 of Part 7.2 of the Corporations Act 2001 as of January 1,
2009 (8)99.3
    
    ASIC Class Order 02/311, dated November 3, 2002 (2)99.4
    
    ASIC Modification, dated March 7, 2002 (2)99.5
    
    ASIC Class Order 04/166, dated February 26, 2004 (3)
 
 (1)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated November 22, 2004 and
incorporated herein by reference.(2)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 7, 2005 and
incorporated herein by reference.(3)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated September 29, 2006 and
incorporated herein by reference.(4)
    
    Previously filed as an exhibit to our Current Report on Form 6-K dated January 5, 2007 and
incorporated herein by reference.(5)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 6, 2007 and
incorporated herein by reference.(6)
    
    Previously filed as an exhibit to our Annual Report on Form 20-F dated July 8, 2008 and
incorporated herein by reference.(7)
    
    Previously filed as an exhibit to our Form S-8 dated September 11, 2008 and incorporated
herein by reference.(8)
    
    Previously filed as an exhibit to our Form F-4 dated
June 23, 2009 and incorporated
herein by reference.