[English Translation]
TOKIO MARINE HOLDINGS, INC.

Attachment to the “Notice of Convocation of
the 12th Ordinary General Meeting of Shareholders”
Business Report for the Fiscal Year Ended March 31, 2014
(From April 1, 2013 to March 31, 2014)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
During the fiscal year ended March 31, 2014, the world economy generally trended
toward gradual recovery as the U.S. economy improved and European economies picked up.

In Japan, the economy gradually improved amid the depreciation of the yen and rising
share prices.

In the property and casualty insurance sector, a recovering profitability trend

can be observed in auto insurance.

In the life insurance sector, decline in the amount of life

insurance-in-force continued.
Against this backdrop, Tokio Marine Group (the “Group”) is actively developing its
business to achieve the “Innovation and Execution 2014” medium-term business strategy witha vision of becoming a “global insurance group maintaining growth by offering quality that
customers select.”
Positive factors such as improved insurance underwriting at home and abroad,business recovery at home and abroad, and the progression of the depreciation of the yen
contributed to record-high profits for two consecutive years.
(Yen in billions, except for %)Year ended March 31,

Year ended March 31,

Difference

2013

2014

(%)

Ordinary income

3,857.7

4,166.1

108.0

Net premiums written

2,558.02,870.7

112.2

Life insurance premiums

399.8

378.0

94.5

14

Ordinary profit

207.4

274.3

132.3

Net income

129.5

184.1

142.1

Ordinary income and ordinary profit for each business segment are as follows:(Yen in billions)
Ordinary income
Business segment

Ordinary profit

Year ended

Year ended

Year ended

Year ended

March 31, 2013

March 31, 2014

March 31, 2013

March 31, 2014

2,470.4

2,436.3

167.0

116.7

689.5

542.9

20.0

28.5

Overseas insurance

807.0

1,162.9

37.9

123.2

Financial and other

72.9

75.1

-17.5

5.7

Domestic property
and casualty
insurance
Domestic life
insurance

Domestic Property and Casualty Insurance Business
The following is a discussion of Tokio Marine and Nichido Fire Insurance Co., Ltd.’s(“Tokio Marine & Nichido”) operating results for the fiscal year ended March 31, 2014.
premiums written were 1,966.3 billion yen, a year-on-year increase of 5.2 percent.

Net

Ordinary

profit was 146.5 billion yen, a decrease of 9.5 billion yen as compared to the previous fiscal year,
mainly attributable to natural causes, such as snow damage.

On the other hand, net income was

90.8 billion yen, an increase of 32.1 billion yen as compared to the previous fiscal year, owing to adecrease of extraordinary losses.

Tokio Marine & Nichido continuously boosted profitability through efforts to improvebusiness efficiency and revise auto insurance premium rates in accordance with different risk
profiles.

Tokio Marine & Nichido also strengthened its sales base through measures such as salesof Super Insurance, an insurance product integrating life and non-life insurance.

Regarding asset management, Tokio Marine & Nichido aimed to ensure stable earnings
and asset liquidity as part of its efforts to maintain a sound financial base through risk
management.

To improve capital efficiency, Tokio Marine & Nichido continued its sale ofequities held for business-relationship-related reasons.

15

According to media reports in February 2014, there was a possibility that Tokio Marine& Nichido had failed to pay extra expense claims for auto insurance between April 2002 and June
2003.

After determining Tokio Marine & Nichido's treatment of the claims at the time wasappropriate, the company voluntarily decided to inform customers it would pay any claims fromthat period that proved to be valid.

In May 2013, Tokio Marine & Nichido and the National Mutual Insurance Federation ofAgricultural Cooperatives agreed to begin specific discussions on a comprehensive businesscollaboration, and discussions on and review of a broad array of topics have been underway sincethen.

In March 2014, the parties agreed to collaborate in the field of agricultural risk andofficially announced the agreement.

With respect to the operating results of Nisshin Fire & Marine Insurance Co., Ltd.
(“Nisshin Fire”) for the fiscal year ended March 31, 2014, net premiums written were 137.2 billion
yen, representing a decrease of 1.1 percent from the previous fiscal year.

Ordinary profit was 4.7

billion yen, an increase of 0.1 billion yen as compared to the previous fiscal year, and net income
was 3.3 billion yen, an increase of 0.7 billion yen as compared to the previous fiscal year.
Nisshin Fire has worked to improve the quality of business and many other aspects of operation
with an aim to use the Group’s strength to become the most familiar and trusted retail property andcasualty insurance company.

Domestic Life Insurance Business

As of March 31, 2014, Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine& Nichido Life”) had 533.3 billion yen in annualized premiums of life insurance-in-force, ayear-on-year increase of 13.4 percent, while the annualized premiums of newly signed life
insurance were 95.0 billion yen, a year-on-year increase of 17.8 percent.

We achieved theseincreases by launching new products, strengthening the integration of life and non-life insurance,and other efforts.

Ordinary profit was 24.7 billion yen, a decrease of 11.9 billion yen, mainly

attributable to an increase of liability reserves due to reducing the rate of interest, and net income
was 10.7 billion yen, a decrease of 3.1 billion yen, each compared to the previous fiscal year.

In July 2013, Tokio Marine & Nichido Life reached four million policies-in-force for
personal insurance and personal pension insurance.

In October 2013, Tokio Marine & Nichido

Life took another step to enhance convenience for customers by introducing paperless application
procedures using tablet PCs and other such devices for face-to-face sales by agents and employees.

16

In March 2014, Tokio Marine & Nichido Life sold its 260,000th contract for Medical Kit
R, a well-reputed medical insurance product that pays out benefits to policyholders if they are
hospitalized or undergo surgery and rewards policyholders who are healthy at a certain age by
returning remaining amounts of accumulated premiums paid in.

In February 2014, Tokio Marine& Nichido Life launched Medical Kit Love R, a policy that pays out benefits to policyholders withpre-existing medical conditions such as chronic disease or a history of hospitalization.

Tokio Marine & Nichido Financial Life Insurance Co., Ltd. (“Tokio Marine & Nichido
Financial Life”) had 2,369.6 billion yen in life insurance-in-force, ordinary profit of 10.4 billion
yen, and net income of 10.4 billion yen, as of March 31, 2014.

In October 2013, Tokio Marine & Nichido Life and Tokio Marine & Nichido Financial
Life agreed to merge to improve business efficiency, subject to approval of the relevant
authorities.

Overseas Insurance Business

The Group actively developed its overseas insurance business with the aim of global
growth and risk diversification.

As a result, both in developed and developing markets, premiumincome and profit increased significantly, and ordinary profit was 123.2 billion yen, an increase of
85.3 billion yen as compared to the previous fiscal year, contributing significantly to increased
profit for the Group.

PHLY, a U.S. property and casualty insurance group, increased new contracts andincreased the insured amount for renewed contracts amid a gradual economic recovery.

As aresult, PHLY’s amount of net premium was 2.47 billion U.S. dollars (260.8 billion yen), a 10.7
percent increase compared to the previous fiscal year.

Delphi, a U.S. insurance groupconsolidated with the Group since July 2012, increased sales of employee benefit-related
insurance, its leading product.

As a result, its combined premium income for life insurance andproperty and casualty insurance was 1.68 billion U.S. dollars (178.0 billion yen), a 111.2 percent
increase compared to the previous fiscal year.

Kiln, a U.K. insurance group, maintained its

disciplined underwriting amid a downward trend in premium rates.

As a result, Kiln’s net

premiums written during the fiscal year 2013 were 0.52 billion British pounds (90.5 billion yen),
an increase of 1.1 percent compared to the previous fiscal year.

Tokio Millennium Re AG, areinsurance company, recorded a 7.1 percent year-on-year increase in net premiums written to 0.77
billion U.S. dollars (82.0 billion yen) for the fiscal year 2013, mainly thanks to expanded

17

underwriting of risks (excluding natural disasters) and expanded underwriting in Europe andAustralia.

In emerging markets, the Group steadily increased premium income from both life
insurance and property and casualty insurance in Asian markets such as Singapore, Malaysia, andThailand.

In Brazil, the Group increased significant premium income in auto insurance, aleading product in the Brazil market, by merging two subsidiaries in June 2013 to improve bothbusiness efficiency and capital efficiency.
Financial and Other Business

The Group developed its financial services business steadily, with a focus on thefee-based asset management business, which offers a stable revenue base.

Such fee-based

business includes the management of pension funds and the management of investment trusts by
Tokio Marine Asset Management Co., Ltd.

In November 2013, Tokio Marine & Nichido

established Tokio Marine Mezzanine Company, Limited, a new firm specialized in mezzanine
investments, and promoted business activities to expand investment trusts.

As to its othergeneral businesses, the Group continued to engage in temporary staffing services, property
management services and other business.

CSR

Tokio Marine & Nichido has been promoting the “Green Gift” project as an initiative tohelp protect the global environment.

The Green Gift project seeks to reduce the use of paper

resources by requesting customers to view their insurance contracts, etc. online, on the Tokio
Marine & Nichido website.

Tokio Marine & Nichido uses a part of the expenses saved by thisreduction of paper resource use to support mangrove planting activities mainly in Southeast Asiaand domestic environmental conservation activities.

Tokio Marine & Nichido has continuously

taken part in volunteer programs to support disaster-afflicted areas, including programs to support
the revitalization of the coastal forest in Watari-cho, Miyagi Pref.

Issues Facing the GroupIn the fiscal year ending March 31, 2015, we expect the gradual improvement of theworld economy to continue overall, mainly due to the ongoing recovery expected in the U.S.
economy thanks to expanded personal consumption and capital investment.

18

The Japanese economy is forecast to keep its upward momentum amid the financial andmonetary policy measures known as Abenomics despite the negative impact of the consumption
tax increase.

In domestic insurance, the general trend toward recovery is expected to contributeto market expansion, while sales of new automobiles and housing construction are fascinated withthe decrease by the consumption tax increase.

In this environment, the Group as a whole will focus on achieving “Innovation andExecution 2014,” the medium-term business strategy now in its final stage.

In our core business of domestic property and casualty insurance, the Group willcontinue to maintain the 95% target for its combined ratio, a barometer of profitability in theproperty and casualty insurance business, through the realization of the effects of rate revisions
and product revisions, together with the improved business efficiency.

The Group also intends tostrengthen risk management in consideration of the rising frequency of large-scale natural
disasters in recent years.

We plan to pursue industry-leading growth by developing newmarkets through various activities such as the establishment of new agents, the promotion of salesof Super Insurance, and improved ratios of policy renewals using tablet PCs.

In the domestic life insurance business we will aim at continued growth in response to
the rising need for guaranteed living expenses, mainly by promoting Life Insurance Revolution toProtect One’s Living, a product that indemnifies work disability, medical treatment, and nursing

care, etc., and by working through various sales channels centered on property and casualty
insurance agents.

In the overseas insurance business, the Group will aim for sustainable growth and profit
expansion by promoting a growth strategy well-balanced between developed markets andemerging countries, direct insurance and reinsurance, property and casualty insurance and life
insurance, and so forth.

The Group aims to further enhance Enterprise Risk Management (ERM) by promoting
investment in businesses with high capital efficiency and by promoting risk diversification on a
global scale.

Through these efforts, we intend to maintain financial soundness, a key strength of

the Group, while enhancing our efforts for sustained profit growth and improved capital efficiency.

The Group intends to improve shareholder returns by distributing dividends and othermeasures and will seek to increase dividends by improving profitability.

19

Under our management philosophy to place “customer trust at the base of all its
activities”, the entire Group will endeavor to achieve further growth as a corporate group, seeking
growth characterized by high profitability, sustainability and soundness.
“Good Company” that is trusted widely by customers and society.

We plan to build up a

The management would liketo express its sincere appreciation to all shareholders of Tokio Marine Holdings for their continued
guidance and support.

Note 1:Throughout this Business Report, all amounts (including numbers of shares) are truncatedand all ratios are rounded to one decimal place.

Note 2:

Numbers that appear as ordinary income and ordinary profit for each business segment are
before adjustments made to record ordinary income and ordinary profit in the consolidated
statement of income.

Note 3:The yen-denominated amounts of net premiums written of PHLY, Delphi, Kiln, and Tokio
Millennium Re AG are calculated at exchange rates in effect as of the end of December
2013.

Note 4:“PHLY” means the corporate group comprised of Philadelphia Consolidated Holding
Corporation and its subsidiaries.

“Delphi” means the corporate group comprised of Delphi“Kiln” means the corporate group comprised of

Financial Group Inc. and its subsidiaries.

Tokio Marine Kiln Group Limited and its subsidiaries.
Note 5:

Mezzanine is a general term for a fundraising method using middle-risk, middle-returninvestment instruments such as subordinated loans and preferred stock.

Note 6:The combined ratio is a measure of profitability for a property and casualty insurancecompany.

Specifically, it is the ratio of claims and operating expenses (numerator) as apercentage of premiums (denominator).

The ratio is 100% when the balance of payments isin equilibrium.

20(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding
Companya. The Group's summary of assets and earnings(Yen in millions)(Fiscal years ended March 31)
2011
2012
2013
2014
Ordinary income
3,288,605
3,415,984
3,857,769
4,166,130
Ordinary profit
126,587
160,324
207,457
274,386
Net income
71,924
6,001
129,578
184,114Comprehensive income-196,554-10,558
548,251442,277
Net assets
1,904,477
1,857,465
2,363,183
2,739,114
Total assets
16,528,644
16,338,460
18,029,442
18,948,000
b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal years ended March 31)
2011
2012
2013
2014
Operating income
127,806
83,95548,71819,442
Dividends received
120,892
77,872
42,798
13,106
Insurance subsidiaries
120,156
76,01741,898
11,600
Other subsidiaries
735
1,854
900
1,506
Net income
80,226
62,11041,86012,384
Net income per share of common
103.16
80.98
54.57
16.14
share
yen
yen
yen
yen
Total assets
2,482,926
2,506,933
2,509,192
2,478,082
Share of insurance subsidiaries
2,380,355
2,412,091
2,421,006
2,374,845
Share of other subsidiaries
62,45771,55875,081
81,718(3) The Group's Principal Offices (As of March 31, 2014)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

Note: The date shown above is the date of incorporation.

b. Subsidiaries and affiliates
Business
Company
segment
nameDomestic
Tokio Marine
property and & Nichido
casualty
insurance

Office nameLocation

Head Office
Hokkaido
Hokkaido
Branch and 6other branches
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 31
other branches
Tokai andAichi South
Hokuriku
Branch and 25
other branches
Kansai
Osaka South
Branch and 24
other branches

2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan21

Established
as ofMarch 20,
1944

Chugoku
andShikoku
KyushuNisshin Fire

Domestic life
insurance

Overseas
insurance

Financial and
other

Hiroshima
Branch and 14
other branches
Fukuoka
Central Branchand 13 otherbranches
Head Office (Tokyo Head
Office), Saitama Head Office

Tokio Marine& Nichido
Life

Head Office

Tokio Marine& Nichido
Financial
Life
Philadelphia
Consolidated
Holding
Corp.
Delphi
Financial
Group, Inc.
Tokio Marine
Kiln Group
Limited
Tokio Marine
Financial
Solutions
Ltd.

Head Office

Head Office

Head Office

Head Office

Head Office3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo, Japan
2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan
2-1, Kamiogi 1chome,
Suginami-ku,
Tokyo, Japan
Bala Cynwyd,
Pennsylvania,
U.S.A.

June 10,1908

Wilmington,
Delaware,
U.S.A.
London, U.K.

May 27,
1987

George Town,
Cayman Islands

December4, 1997

August 6,
1996

August 13,
1996

July 6,
1981

July 11,1994

Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. "Office name" is the name of the principal office.
3. "Location" is the location of the head office.
4. The dates shown above are the date of incorporation.

(4) The Group's Employees

Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

As of March 31,
2013

As of March 31,
2014

20,159
2,284
9,075
1,488
33,006

20,051
2,315
9,500
1,444
33,31022

Increase(decrease)
(108)
31
425
(44)
304

(5) The Group's Principal Lenders (As of March 31, 2014)
Business segment

Company nameDomestic property and
Tokio Marine & Nichido
casualty insurance

LenderBalance of loan

Syndicated loan

100,000 million yen

The Bank of TokyoMitsubishi UFJ, Ltd.

133,796 million yen

Note: The arranger of the syndicated loan is The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(6) The Group's Financing Activities
None.
(7) The Group's Capital Investment Activities
a. Total investment in facilities
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Amount11,017 million yen
793 million yen
3,008 million yen
435 million yen
15,255 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for the fiscal year ended March
31, 2014.
2. Yen amounts include certain capital expenditures in other currencies which were converted
into yen based on exchange rates as of the closing date of the fiscal year of the Company.

b. New construction of major facilities and otherNone.
(8) Parent Company and Major Subsidiaries (As of March 31, 2014)
a. Parent company
None.
b. Major subsidiaries and affiliates accounted for by the equity method
Ratio ofCompany nameLocation

Major business

Paid-in
Tokio
Date ofcapitalMarineNotes
incorporation (Yen in Holdings's
millions) voting
rightsTokio Marine & Nichido
Fire Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

Mar. 20, 1944

101,994

100.0%-

Nisshin Fire & Marine
Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

June 10, 1908

20,389100.0%-

E. design Insurance Co.,Ltd.

Tokyo, Japan

Property andcasualty

Jan. 26, 2009

20,453

86.5%

-

23

insurance
Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo, Japan

Life insurance

Aug. 6, 1996

55,000100.0%-

Tokio Marine & Nichido
Financial Life InsuranceCo., Ltd.

Tokyo, Japan

Life insurance

Aug. 13, 1996

68,000100.0%-

Tokio Marine Millea
SAST Insurance Co., Ltd.

Kanagawa,
Japan

Small-amountshort-term
insurance

Sept. 1, 2003

1,595

100.0%-

Tokio Marine North
America, Inc.

Wilmington,
Delaware,
U.S.A.

Holding company June 29, 20110

100.0%(100.0)-Holding company July 6, 1981
Philadelphia Consolidated Bala
Cynwyd,Holding Corp.
Pennsylvania,
U.S.A.

0

100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Property andBalacasualty
Cynwyd,insurance
Pennsylvania,
U.S.A.

Feb. 4, 1927

370

100.0%(100.0)-First Insurance Company
of Hawaii, Ltd.

Honolulu,
Hawaii,U.S.A.

Property andcasualty
insurance

Aug. 6, 1982

439

100.0%(100.0)-

Tokio Marine America
Insurance Company

New York,
New York,
U.S.A.

Property andcasualty
insurance

Aug. 13, 1998

514

100.0%(100.0)-Delphi Financial Group,Inc.

Wilmington,
Delaware,
U.S.A.

Holding company May 27, 19870

100.0%(100.0)-SIG Holdings, Inc.

Wilmington,
Delaware,
U.S.A.

Holding company Oct. 3, 19950

100.0%(100.0)-

Safety National Casualty
Corporation

St. Louis,
Missouri,
U.S.A.

Property andcasualty
insurance

Nov. 28, 1942

3,087

100.0%(100.0)-

Reliance Standard Life
Insurance Company

Chicago,Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

5,763

100.0%(100.0)-24

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Aug. 16, 1983

72

100.0%(100.0)-

Tokio Marine Kiln Group
LimitedLondon, U.K. Holding company July 11, 1994

173

100.0%(100.0)-Life insurance

Kiln Underwriting Limited London, U.K. Property andcasualty
insurance

June 13, 19940

100.0%(100.0)-

Tokio Millennium Re(UK) Limited

London, U.K. Property andcasualty
insurance

Oct. 30, 1990

21,413100.0%(100.0)-

Tokio Marine
Underwriting Limited

London, U.K. Property andcasualty
insurance

Oct. 27, 20080

100.0%(100.0)-

Tokio Millennium Re AG

Zurich,Switzerland

Property andcasualty
insurance

Mar. 15, 2000

26,442100.0%(100.0)-

Tokio Marine Bluebell Re
LimitedDouglas,Isle of Man

Life insurance

Mar. 8, 2007

14,000100.0%-

Tokio Marine Asia Pte.
Ltd.

Singapore,
Singapore

Holding company Mar. 12, 1992

49,791100.0%-

Asia General Holdings
LimitedSingapore,
Singapore

Holding company Feb. 24, 1971

6,142

92.4%
(92.4)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty
insurance

July 11, 1923

8,190

100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,948

85.7%
(85.7)-

Tokio Marine Insurans(Malaysia) Berhad

Kuala
Lumpur,Malaysia

Property andcasualty
insurance

Apr. 28, 1999

12,720100.0%(100.0)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

3,152

100.0%(100.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Life insurance

Nov. 25, 2009

3,098

26.0%
(26.0)-

Tokio Marine Seguradora

Sao Paulo,

Property andJune 23, 1937

22,472

97.7%

-

25

S.A.

Brazilcasualty
insurance(97.7)

Tokio Marine Financial
Solutions Ltd.

George Town, Derivatives
Dec. 4, 1997
1,884 100.0%
business(100.0)
CaymanIslands
Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.

-

2. Tokio Marine America Insurance Company is included in the table due to an increase inimportance.
3. Kiln Group Limited was renamed Tokio Marine Kiln Group Limited as of Jan. 2, 2014.
4. Tokio Millennium Re Ltd. was renamed Tokio Millennium Re AG as of Oct. 15, 2013.
5. Tokio Marine Insurans (Malaysia) Berhad is included in the table due to an increase inimportance.
6. The yen amounts of paid-in capital of subsidiaries and affiliates located outside Japan havebeen translated at the currency exchange rate as of the closing date of the fiscal year of theCompany.
7. Figures in brackets shown under Tokio Marine Holdings's voting rights reflect Tokio Marine
Holdings's indirectly held ownership ratio in the respective subsidiary.

(9) The Group's acquisition and transfer of businessNone.
(10) Other Important Matters Concerning the Current State of the GroupNone.

2. Matters Concerning Directors and Audit & Supervisory Board Members(1) Directors and Audit & Supervisory Board Members (As of March 31, 2014)
Name
Shuzo Sumi

Position and assigned
Other major occupations and other matters
dutiesRepresentative Director
Representative Director and Chairman of the Board
and Chairman of the Board of Tokio Marine & Nichido

Tsuyoshi Nagano

Representative Director
and President

Representative Director and President of Tokio
Marine & Nichido

Takaaki Tamai

Representative Directorand Executive Vice
President

Executive Vice President of Tokio Marine &NichidoOverall supervision ofoverseas insurance
business; in charge ofInternational Business
Development Dept.
(management of European
regions and reinsurance

26

operations)
Masashi Oba

Representative Director
and Managing Director-

Chief Financial Officer(CFO); in charge ofCorporate Planning Dept.,
Domestic Business
Development Dept.,
Personnel Planning Dept.
and IT Planning Dept.

Hirokazu Fujita

Managing Director

Managing Director of Tokio Marine & Nichido

In charge of Financial
Planning Dept. andCorporate Accounting
Dept.
Takashi Ito

Managing Director

Managing Director of Tokio Marine & Nichido

Chief Risk Officer (CRO);in charge of Risk
Management Dept., Legal
Dept., Internal Control
Dept. and Internal Audit
Dept.
Kunio Ito

Director(outside director)

Professor, Graduate School of Commerce andManagement, Hitotsubashi University
Director of Mitsubishi Corporation (outside director)
Director of Sumitomo Chemical Company, Limited(outside director)
Director of Akebono Brake Industry Co., Ltd.
(outside director)
Director of Kobayashi Pharmaceutical Co., Ltd.
(outside director)

Akio Mimura

Director(outside director)

Senior Advisor, Honorary Chairman of Nippon Steel& Sumitomo Metal Corporation
Director of Japan Post Holdings Co., Ltd. (outside
director)
Director of Development Bank of Japan Inc.
(outside director)
Director of the Innovation Network Corporation ofJapan (outside director)
Director of Nisshin Seifun Group Inc. (outside
director)
Chairman of The Japan Chamber of Commerce andIndustry
Chairman of The Tokyo Chamber of Commerce andIndustry

Toshifumi Kitazawa

Director

Representative Director and President of Tokio
Marine & Nichido Life27

Mikio Sasaki

Director(outside director)

Senior Corporate Advisor of Mitsubishi Corporation
Director of Mitsubishi Motors Corporation (outside
director)
Director of Mitsubishi Electric Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)

Toshiro Yagi

Audit & Supervisory
Board Member (Full-time)-

Toshiki Ohashi

Audit & Supervisory
Board Member (Full-time)

Mr. Ohashi, as a director of Tokio Marine & Nichido
Life, was in charge of accounting department andhas expertise in finance and accounting.

Hiroshi Fukuda

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Attorney-at-law

Yuko Kawamoto

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Professor, Waseda Graduate School of Finance,
Accounting and Law
Director of Mitsubishi UFJ Financial Group, Inc.
(non-management director)
Director of Japan Exchange Group, Inc. (outside
director)

Akinari Horii

Audit & Supervisory
Board Member(outside audit &supervisory board
member)Director and Special Advisor of The Canon Institutefor Global Studies

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside
directors and outside company auditors defined by Article 2, paragraph 3, item 5 of the
Enforcement Regulations of the Companies Act of Japan.
2. Mr. Toshifumi Kitazawa retired from his position as the President of Tokio Marine &Nichido Life effective as of March 31, 2014. Mr. Toshifumi Kitazawa assumed his position
as an Executive Vice President of Tokio Marine & Nichido effective as of April 1, 2014.
3. Dr. Kunio Ito, Mr. Akio Mimura, Mr. Mikio Sasaki, Mr. Hiroshi Fukuda, Ms. Yuko
Kawamoto and Mr. Akinari Horii are “independent directors/auditors” as specified by the
Tokyo Stock Exchange, Inc.

(2) Remuneration and Other Compensation to Directors and Audit & Supervisory Board
Members

Directors
Audit &
Supervisory
Board
Members
Total

Number of persons to receive
remuneration and other compensation
11 persons

Remuneration and other compensation
321 million yen

5 persons

101 million yen

16 persons

423 million yen

28

Notes: 1. “Number of persons to receive remuneration and other compensation” includes one director
who retired from office at the close of the 11th ordinary general meeting of shareholders
held on June 24, 2013.
2. “Remuneration and other compensation” includes the amounts paid to the director referred toin Note 1 above.
3. Remuneration in connection with share acquisition rights granted to directors is 61 million
yen.
4. Maximum amount of remuneration as determined by the resolution of the general meeting ofshareholders is described below.
Maximum amount of remuneration as determined by the resolution of the general
meeting of shareholders

Directors

Monthly remuneration: 25 million yen per month
Remuneration in connection with share acquisition rights: 70 million yen per year

Audit &
Supervisory
Board
Members
Total

Monthly remuneration: 12 million yen per month

Monthly remuneration: 37 million yen per month
Remuneration in connection with share acquisition rights: 70 million yen per year

3. Matters Concerning Outside Directors and Outside Audit & Supervisory Board Members(1) Other Assignments (As of March 31, 2014)
Other occupations of outside directors and outside audit & supervisory board members are as
described above in “2. Matters Concerning Directors and Audit & Supervisory Board
Members (1) Directors and Audit & Supervisory Board Members (As of March 31, 2014).”
From among the entities where outside directors and outside audit & supervisory board
members have other occupations, the Company has listed its shares on Tokyo Stock ExchangeInc., a subsidiary of Japan Exchange Group, Inc. Insurance subsidiaries of the Company
conduct considerable amounts of insurance-related transactions with Mitsubishi Corporation,
Kobayashi Pharmaceutical Co., Ltd., Nippon Steel & Sumitomo Metal Corporation, Nisshin
Seifun Group Inc., Mitsubishi Motors Corporation and Mitsubishi Electric Corporation.
(2) Principal Activities
Current term
Name
in officeKunio Ito(outside director)

4 years and 9monthsAttendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended 10 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2014.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa specialist in businessadministration which has beenacquired through many years of
involvement in academic activities.

29

Akio Mimura(outside director)

Mikio Sasaki(outside director)

Hiroshi Fukuda(outside audit &supervisory board
member)Yuko Kawamoto(outside audit &supervisory board
member)Akinari Horii(outside audit &supervisory board
member)3 years and 9monthsAttended 9 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2014.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which has beenacquired through many years ofexperience in a management role.

2 years and 9 Attended all 11 board ofmonthsdirectors' meetings held
during the fiscal year ended
March 31, 2014.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which has beenacquired through many years ofexperience in a management role.

7 years and 9monthsAttended 10 of the 11 boardof directors' meetings andall 11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2014.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight acquired
through many years of experience asa diplomat and as a Justice of theSupreme Court of Japan.

7 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2014.

She has fulfilled her audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on her insight onbusiness management which has
been acquired through many years ofexperience as a consultant andinvolvement in academic activities.

2 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2014.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight acquired
through many years of experience in
his role as an executive or a regular
employee of Bank of Japan.

Notes: 1. Outside directors and outside audit & supervisory board members qualify as outside
directors and outside company auditors defined by Article 2, paragraph 3, item 5 of the
Enforcement Regulations of the Companies Act of Japan.
2. Current term in office is the length of the term held as of March 31, 2014.
3. Description in the "Attendance of board meetings etc." and "Major activities including theremarks made at board meetings etc." includes matters in connection with the audit &supervisory board meetings as well as the board of directors' meetings.
4. All of the 11 board of directors' meetings held during the fiscal year ended March 31, 2014
were ordinary meetings. All of the 11 audit & supervisory board meetings held during the
fiscal year ended March 31, 2014 were ordinary meetings.

(3) Limitation of Liability
Name

Outline of the contract to limit liability

30

Kunio Ito (outside director)
Akio Mimura (outside director)
Mikio Sasaki (outside director)
Hiroshi Fukuda (outside audit & supervisoryboard member)
Yuko Kawamoto (outside audit & supervisoryboard member)
Akinari Horii (outside audit & supervisoryboard member)

In accordance with the provisions of Article 427,
paragraph 1 of the Companies Act of Japan, the Company
has entered into an agreement with the persons listed inthis table to limit their liability provided for in Article 423,
paragraph 1 of the Companies Act of Japan. The
limitation of liability under the agreement is the higher of
either 10 million yen or the amount provided in Article
425, paragraph 1 of the Companies Act of Japan.

Note: Outside directors and outside audit & supervisory board members qualify as outside directors
and outside company auditors defined by Article 2, paragraph 3, item 5 of the Enforcement
Regulations of the Companies Act of Japan.

(4) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

Remuneration received from theparent company, etc. of theinsurance holding company

6 persons

61 million yen-

Notes: 1. Of the "Remuneration received from the insurance holding company," remuneration inconnection with share acquisition rights was 7 million yen.
2. The breakdown of the remuneration is as follows.
- Outside directors: 3 persons, 31 million yen- Outside audit & supervisory board members: 3 persons, 29 million yen(5) Comments of Outside Directors and Outside Audit & Supervisory Board Members
None.

4. Matters Concerning Common Share(1) Number of Shares (As of March 31, 2014)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 769,524 thousand shares (including 2,306 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2014)
87,685(3) Major shareholders (As of March 31, 2014)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares
The Master Trust Bank of Japan, Ltd. (Trust Account)

31

40,227%5.2

Japan Trustee Services Bank, Ltd. (Trust Account)

34,293

4.5

Meiji Yasuda Life Insurance Company

15,7792.1

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

15,6952.0

The Bank of New York Mellon SA / NV 10

12,6201.6

State Street Bank and Trust Company 505225

12,541

1.6

Mitsubishi Heavy Industries, Ltd.

11,998

1.6

Tokai Nichido Employee Stock Ownership Plan

11,125

1.5

Moxley and Co LLC

11,100

1.4

JP Morgan Chase Bank 385632

11,071

1.4

Notes: 1. Moxley and Co LLC is the corporate nominee holder of common share deposited for the issuance of
ADRs.
2. The ratio of shares held is calculated after deducting 2,306 thousand treasury shares held by theCompany.

(Composition ratio by type of shareholders)
Financial institutions:
Financial instruments firms:
Other domestic companies:
Foreign companies:
Individuals and others:

34.0%
1.7%
8.4%
42.7%
13.2%

(The number of outstanding shares as of March 31, 2014: 769,524 thousand shares)

5. Matters Concerning Share Acquisition Rights
The following table sets forth the status and outlines of the share acquisition rights issued by the Company
to directors, audit & supervisory board members, and executive officers of Tokio Marine Holdings and its
major subsidiaries as remuneration for the performance of their respective duties as of March 31, 2014:

Number ofshareacquisitionrights (as ofMarch 31,
2014)
July 2005
Share
Acquisition
RightsJuly 2006
Share
Acquisition
Rights18

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,
2014)
9,000
commonsharesAmount to be
paid upon
exercise ofshareacquisitionrightsAmountpayable atissuance

30 years from1 yen per21

10,500commonshares32

Exerciseperiod

2,013,506 yen

share

the allotmentof the shareacquisitionrightsJuly 2007
Share
Acquisition
RightsAugust 2008
Share
Acquisition
RightsJuly 2009
Share
Acquisition
RightsJuly 2010
Share
Acquisition
RightsJuly 2011
Share
Acquisition
RightsJuly 2012
Share
Acquisition
RightsJuly 2013
Share
Acquisition
Rights171

17,100commonshares491,700 yen

315

31,500commonshares353,300 yen

825

82,500commonshares237,600 yen

1,152

115,200
commonshares234,400 yen

1,410

141,000
commonshares219,500 yen

1,984

198,400
commonshares181,900 yen

2,021

202,100
commonshares332,600 yen

Notes: 1. All share acquisition rights are issued by the Company pursuant to a stock-linked
compensation plan.
2. The July 2005 Share Acquisition Rights were issued with especially favorable terms todirectors, audit & supervisory board members, and executive officers , pursuant to Articles
280-20 and 280-21 of the former Commercial Code.
3. Share acquisition rights issued from July 2006 through July 2013 were allotted to directors,
audit & supervisory board members, and executive officers to settle their cash
remuneration claims against their respective companies, pursuant to Article 238, paragraphs
1 and 2 and Article 240 of the Companies Act of Japan.
4. Share acquisition rights held by any of directors, audit & supervisory board members, andexecutive officers that he/she received in his/her capacity as a director, audit &supervisory board member, or executive officer of the relevant entity may only be
exercised after he/she has retired from any position as a director, audit & supervisory board
member, or executive officer of such entity.

(1) Share Acquisition Rights held by Directors and Audit & Supervisory Board Membersof the Insurance Holding Company as of the End of the Fiscal Year

Number ofshareacquisitionrightsJuly 2005
Share
Acquisition
Rights1Class andnumber ofsharesunderlying
shareacquisitionrights500
commonsharesDirectors (except outside
directors)
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights-33

Outside Directors
Number of
persons
holdingshareacquisitionrights-Number ofshareacquisitionrights-Audit & Supervisory
Board Members
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person1

July 2006
Share
Acquisition
Rights4

2,000
commonshares----1 person4

July 2007
Share
Acquisition
Rights45

4,500
commonshares1 person16--

3 persons

29

August2008 Share
Acquisition
Rights52

5,200
commonshares1 person19--

3 persons

33

July 2009
Share
Acquisition
Rights96

9,600
commonshares1 person33

1 person6

3 persons

57

July 2010
Share
Acquisition
Rights104

10,400commonshares3 persons48

2 persons

14

3 persons

42

July 2011
Share
Acquisition
Rights130

13,000commonshares5 persons109

3 persons

21

-

-

July 2012
Share
Acquisition
Rights214

21,400commonshares6 persons187

3 persons

27

-

-

July 2013
Share
Acquisition
Rights201

20,100commonshares7 persons180

3 persons

21

-

-

Note: Directors and audit & supervisory board members of the Company who were also executive officers of
the Company or directors or executive officers of the Company's major subsidiaries at the time of theissuance of the share acquisition rights have been allotted share acquisition rights in their capacity as
directors or executive officers of these companies. The number of such share acquisition rights held bydirectors and audit & supervisory board members of the Company as of March 31, 2014 is as follows.
The July 2005 Share Acquisition Rights: 17
The July 2006 Share Acquisition Rights: 11
The July 2007 Share Acquisition Rights: 59
The August 2008 Share Acquisition Rights: 86
The July 2009 Share Acquisition Rights: 184
The July 2010 Share Acquisition Rights: 223
The July 2011 Share Acquisition Rights: 197
The July 2012 Share Acquisition Rights: 203
The July 2013 Share Acquisition Rights: 15234

(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal YearClass andnumber ofsharesunderlying
shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2013
Share
Acquisition
Rights

1,668

166,800
commonsharesDirectors and employees ofsubsidiaries

Employees
Number of
persons
allottedshare
acquisitionrights4 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrights140

53 persons

1,528

Note: The number of employees' share acquisition rights described in the above table includes the number ofshare acquisition rights allotted to the employees of the Company who were also directors or executive
officers of the Company's major subsidiaries at the time of the issuance of such share acquisition rights tosettle their monetary remuneration claims accrued as consideration for their service in the respective
companies. "Employees" in the above table are executive officers who are not directors of theCompany.

6. Matters Concerning the Independent Auditor(1) Independent Auditor (PricewaterhouseCoopers Aarata)
Name

Remuneration for the fiscal year ended
March 31, 2014

Other matters

114 million yen

Non-audit services (i.e., services
other than those stipulated in
Article 2, paragraph 1 of theCertified Public Accountants Law)provided to the Company by the
independent auditor for a fee:accounting advisory service related
to International Financial ReportingStandards (IFRS), etc.

Designated Partners:
Takashi Sasaki
Susumu Arakawa
Takashi Idesawa

Notes: 1.The audit engagement letter entered into between the Company and the independent auditor
does not clearly distinguish between the remuneration for audit services required by theCompanies Act of Japan and the remuneration for a part of audit services required by the
Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
2. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 870 million yen.

(2) Limitation of Liability
None.
(3) Other matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an
independent auditor as described below.

35

The Audit & Supervisory Board shall consider dismissing or not reappointing an independent
auditor if the independent auditor falls under any of the items of Article 340, paragraph 1 of
the Companies Act of Japan or if there are any issues that question the suitability of the
independent auditor. If the Audit & Supervisory Board concludes that the independent
auditor should be dismissed or not be reappointed, the Board shall either dismiss theindependent auditor by itself, or shall request the Board of Directors to submit a proposal to
the General Meeting of Shareholders to dismiss or not to reappoint the independent auditor.
b. Audit of financial statements of major subsidiaries of the insurance holding company
conducted by audit firms other than the independent auditor of the insurance holding
company
The financial statements of overseas subsidiaries and affiliates are audited by audit firms
overseas, including the member firms of PricewaterhouseCoopers which is affiliated with
PricewaterhouseCoopers Aarata.

7. Basic Policy Regarding Persons Who Control the Company's Decisions on Financial
Matters and Business Policies
None.

8. System to assure appropriate business operations(1) Establishment and implementation of the internal control system
The Company’s “Basic Policies for Internal Control” guide the development of the groupcompanies’ business administration, compliance, risk management, internal audit and othersystems which comprise Tokio Marine Group’s internal controls. Through these initiatives,
the Company aims to ensure appropriate operations and improve corporate value. The
Company also monitors the establishment and implementation of internal controls on anannual basis, and the Board of Directors verifies these results based on the findings of theInternal Control Committee. Through this process, the Company continues to improve andstrengthen our internal control systems.
(2) Basic Policies for Internal Control
1. System for ensuring proper operations within the Tokio Marine Group (the “Group”)(1) Based upon the "Tokio Marine Group Corporate Philosophy", the Company, as theholding company presiding over the businesses of the Group, by establishing both theGroup's basic policies for the administration of Group companies and a system ofreporting to the Board of Directors, shall implement the Company's management system
for all the Group companies.
a. The Company shall administer the business of Group companies under its direct
management (“Subsidiaries and Others”) by concluding business managementagreements with them and through other means.
(a) The Company shall provide Subsidiaries and Others with the Group's basic policies
that form the fundamentals of the Group's management strategies and the Company's
management.
(b) Business strategies, business projects and other important plans by Subsidiaries andOthers shall be subject to the Company's prior approval.
(c) Subsidiaries and Others shall report to the Company their initiatives based on the36Group's basic policies and the progress of their business plans.
b. The business management of Group companies other than Subsidiaries and Others shall,in principle, be made through Subsidiaries and Others.
(2) The Company shall establish the Group's basic policies for accounting, grasp its
consolidated financial position and the Group companies’ financial positions, andimplement systems for obtaining approval from, and submitting reports to, shareholders
and supervisory organizations and submitting tax returns to authorities in a proper manner.
(3) The Company shall establish the Group's basic policies for internal controls over financial
reporting and implement systems for ensuring the appropriateness and reliability offinancial reporting.
(4) The Company shall establish the Group’s basic policies for disclosure, and implement
systems for disclosing information on corporate activities in a timely and proper manner.
(5) The Company shall establish the Group's basic policies for management of intragrouptransactions and implement systems for such transactions.
2. System for ensuring the execution of professional duties in accordance with applicablelaws, regulations and the Articles of Incorporation(1) The Company shall establish the Group's basic policies for compliance and implement
compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate the "Group Code of Conduct" and ensure that all directors
and employees of the Group respect such code of conduct and give top priority tocompliance in all phases of the Group's business activities.
c. The Company shall have Subsidiaries and Others prepare compliance manuals andwidely promote compliance within the Group by means of training on laws, regulations,internal rules and other matters which all directors and employees of the Group must
respect.
d. The Company shall establish reporting rules in the event of a violation of laws,
regulations or internal rules within any of the Subsidiaries and Others and, in addition tousual reporting routes, set up hotlines (an internal whistle-blower system) to an internaland external organization and while keeping all directors and employees of the Group
well informed as to the use of the system.
(2) The Company shall establish the Group's basic policies for the protection of customers'
interests and maintain a customer-oriented policy in all phases of business in order toimplement a system for the protection of customers' interests.
(3) The Company shall establish the Group's basic policies for information security
management and implement such systems.
(4) The Company shall establish the Group's basic policies against antisocial factions andgroups, and in association with lawyers, police and other professionals, implement its
systems against such antisocial factions and groups, and respond to them in an organized
and uncompromising manner by severing relationships with them and refusing unfair
demands.
(5) The Company shall establish an internal audit department separate and independent ofother departments, establish the Group's basic policies for internal audits of the Group andimplement systems for efficient and effective internal audits within the Company andGroup companies.

37

3. System for risk management(1) The Company shall establish the Group's basic policies for risk management andimplement risk management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk
identification, evaluation and control, contingency planning and assessment of outcomesthrough risk monitoring and reporting.
c. The Company shall have each of the Subsidiaries and Others perform risk management
appropriate to its types of business and its risk characteristics.
(2) The Company shall establish the Group's basic policies for integrated risk management
and perform quantitative risk management across the entire Group to maintain credit
ratings and prevent bankruptcies.
(3) The Company shall establish the Group's basic policies for crisis management andimplement systems for crisis management.
4. System for ensuring efficient execution of professional duties(1) The Company shall formulate a medium-term management plan and an annual plan(including numerical targets, etc.) for the Group.
(2) The Company shall establish rules regarding the exercise of authority and construct anappropriate organizational structure for achieving its business purposes in order to realize
efficient execution of operations through a proper division of responsibilities and a chainof command.
(3) The Company shall formulate rules for and establish a "Management Meeting", composedof directors, executive officers and other relevant persons, that shall discuss and report onimportant management issues.
(4) The Company shall establish an Internal Control Committee that shall formulate various
basic policies and other measures concerning the Group's internal control systems,
evaluate their progress, discuss how to improve them, and promote their implementation.
(5) The Company shall establish the Group’s basic policies for IT governance, and implement
systems for achieving IT governance.
(6) The Company shall establish the Group's basic policies for personnel matters with a viewto enhancing productivity and corporate value through comprehensive efforts to enhance
employees' satisfaction and pride in their work and promoting fair and transparent
personnel management linked with proper performance evaluation.
5. System for preserving and managing information concerning the execution of directors'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such rules.
6. Matters concerning support personnel to the Audit & Supervisory Board Members andtheir independence from the directors(1) The Company shall establish the Office of Audit & Supervisory Board under the directcontrol of the Audit & Supervisory Board Members for the purpose of supporting them in38

the performance of their duties. Upon request of the Audit & Supervisory Board Members,
the Company shall assign full-time employees having sufficient knowledge and ability tosupport the Members in the performance of their duties.
(2) Employees assigned to the Office of Audit & Supervisory Board shall perform duties
ordered by the Audit & Supervisory Board Members and other work necessary forproceeding with audits, and such employees shall have the right to collect informationnecessary for audit purposes.
(3) Performance evaluations, personnel transfers and disciplinary action concerning such
employees shall be made with the approval of the Audit & Supervisory Board Members(Full-time).
7. System of reporting to the Audit & Supervisory Board Members(1) Directors and employees shall regularly report to the Audit & Supervisory Board
Members on management, financial condition, compliance, risk management, internal
audits and other matters, and in the event that they detect a material violation of laws,
regulations or internal rules, or a fact likely to cause considerable damage to the Company,
they shall immediately report thereof to the Audit & Supervisory Board Members.
(2) Directors and employees shall regularly report to the Audit & Supervisory Board
Members on matters such as how the hot lines (the internal whistle-blower system) areused and important reports and consultations made.
8. Other systems for ensuring effective audits by the Audit & Supervisory Board Members(1) The Audit & Supervisory Board Members shall attend meetings of the Board of Directors,
have the right to attend "Management Meetings" and other important meetings andcommittees, and express their opinions.
(2) The Audit & Supervisory Board Members shall have the right to inspect at any time theminutes of important meetings and other important documents relating to decisions
approved by directors and executive officers.
(3) Directors and employees shall, at any time upon the request of the Audit & Supervisory
Board Members, explain matters concerning the execution of their duties.
(4) The Internal Audit Department shall strengthen its coordination with the Audit &Supervisory Board Members by assisting in the audit process and through other means.

9. Matters Concerning Accounting Advisers (Kaikei Sanyo)
None.

10. Other Matters
None.

39

Consolidated Balance Sheet as of March 31, 2014
(Yen in millions)
As of March 31, 2014
AssetsCash and bank deposits

439,368

Call loans
Receivables under resale agreements
Receivables under security borrowing transactions
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets
Land
Buildings

270,931
119,974
38,580877,452
2,897
14,761,559
373,574
300,753
142,344
136,093
1,748
20,567427,987
17,130Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software250,196
160,660

Goodwill
Other intangible fixed assets
Other assets

1,263,916
1,595
64,078Net defined benefit assets
Deferred tax assets
Customers' liabilities under acceptancesand guarantees

30,379Allowance for doubtful accounts(25,048)
18,948,000

Total assets
Liabilities
Insurance liabilities

13,591,573
1,975,880
11,615,692
124,375
1,855,409
876,446
978,962
221,92137
40,34578,763

Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under security lending transactions
Other liabilities
Net defined benefit liabilities
Provision for retirement benefits for directors
Provision for employees' bonus
Reserve under special law

78,763

Price fluctuation reserve
Deferred tax liabilities

175,793
90,28630,37916,208,886

Negative goodwill
Acceptances and guarantees
Total liabilities
Net assets
Shareholders' equity

150,000
1,231,034

Share capital
Retained earnings(6,716)
1,374,318

Treasury shares
Total shareholders' equity
Accumulated other comprehensive income
Unrealized gains on securities, net of taxes

1,239,658

Deferred gains (losses) on hedge transactions

18,222
106,510(25,946)
1,338,444

Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income

1,891
24,4592,739,114
18,948,000

Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

40

Consolidated Statement of Income for the fiscal year ended March 31, 2014
(Yen in millions)Year ended March 31, 2014
(April 1, 2013 to March 31, 2014)
Ordinary income
Underwriting income
Net premiums written
Deposit premiums from policyholders
Investment income on deposit premiums
Life insurance premiums
Other underwriting income
Investment income
Interest and dividends
Gains on money trusts
Gains on trading securities
Gains on sales of securities
Gains on redemption of securities
Investment gains on separate accounts
Other investment income
Transfer of investment income on deposit premiums
Other ordinary income
Amortization of negative goodwill
Other ordinary income
Ordinary expenses
Underwriting expenses
Net claims paid
Loss adjustment expenses
Agency commissions and brokerage
Maturity refunds to policyholders
Dividends to policyholders
Life insurance claims
Provision for outstanding claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on sales of securities
Impairment losses on securities
Losses on redemption of securities
Losses on derivatives
Other investment expenses
Operating and general administrative expenses
Other ordinary expenses
Interest expenses
Losses on bad debts
Equity in losses of affiliates

4,166,130
3,411,595
2,870,714
103,678
54,014
378,043
5,145
659,548
305,816227
3,750
108,134990
267,275
27,367(54,014)
94,986
10,22984,757
3,891,743
3,180,111
1,550,225
118,886
565,794
237,751311
295,959
136,152
270,805
4,225
71,254
18,7901,467
572
28,992
21,432627,908
17,075
6,726
132
1,080

Amortization of deferred assets under Article 113of the Insurance Business Act

3,403

Other ordinary expenses

5,733

Deferred expenses under Article 113 of the Insurance BusinessAct(4,607)274,386

Ordinary profit

41

(Yen in millions)Year ended March 31, 2014
(April 1, 2013 to March 31, 2014)
Extraordinary gains
Gains on disposal of fixed assets
Gains on changes in equity of subsidiaries and affiliates
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Losses on changes in equity of subsidiaries and affiliates
Provision under special law
Provision for price fluctuation reserve
Losses on reduction of real estates
Other extraordinary losses
Income before income taxes and non-controlling interests
Income taxes - current
Income taxes - deferred
Total income taxes
Income before non-controlling interests
Non-controlling interests
Net income

42

3,314
2,987
29
296
7,020
1,234
980
5
4,272
4,272
0
526
270,680
44,69540,09084,786
185,894
1,779
184,114

Consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2014
(Yen in millions)Shareholders' equity

Beginning balance as of April 1, 2013

Share capital

Retainedearnings

150,000

1,088,315

Treasuryshares(7,237)

Total
shareholders'equity1,231,078

Changes during the year
Dividends(44,110)Net income

184,114Purchase of treasury shares(44,110)
184,114
(128)

(128)

649

506

Disposal of treasury shares(142)

Changes inthe scope of consolidation

3,925

3,925

Others(1,068)(1,068)Net changes in items otherthan shareholders' equity
Total changes during the year
Ending balance as of March 31, 2014

150,000

142,719520

143,239

1,231,034(6,716)

1,374,318

Accumulated other comprehensive income
Share
Unrealized
DeferredForeign
Remeasurements acquisition
gains
gains (losses)
currencyof definedrightson securities,
on hedgetranslation
benefit plansnet of taxes transactions adjustments
Beginning balance as of April 1, 2013

1,172,896

21,921(85,226)-

1,763

Noncontrollinginterests

Total net
assets

20,7492,363,183

Changes during the year
Dividends(44,110)Net income

184,114Purchase of treasury shares(128)

Disposal of treasury shares

506

Changes inthe scope of consolidation

3,925

Others(1,068)Net changes in items otherthan shareholders' equity

66,762(3,699)191,736(25,946)

128

3,709

232,690

Total changes during the year

66,762(3,699)191,736(25,946)

128

3,709

375,930

1,239,658

18,222

106,510(25,946)

1,891

24,4592,739,114

Ending balance as of March 31, 2014

(Note) “Others” consisted mainly of reclassification adjustments of deferred tax in accordance with accounting standards adopted by foreign consolidated subsidiaries, etc.

43Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 86 companies
Names of major consolidated subsidiaries:
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Nisshin Fire & Marine Insurance Co., Ltd.
E.design Insurance Co., Ltd.
Tokio Marine & Nichido Life Insurance Co., Ltd.
Tokio Marine & Nichido Financial Life Insurance Co., Ltd.
Tokio Marine Millea SAST Insurance Co., Ltd.
Tokio Marine North America, Inc.
Philadelphia Consolidated Holding Corp.
Philadelphia Indemnity Insurance Company
First Insurance Company of Hawaii, Ltd.
Tokio Marine America Insurance Company
Delphi Financial Group, Inc.
SIG Holdings, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
Tokio Marine Kiln Group Limited
Kiln Underwriting Limited
Tokio Millennium Re (UK) Limited
Tokio Marine Underwriting Limited
Tokio Millennium Re AG
Tokio Marine Bluebell Re Limited
Tokio Marine Asia Pte. Ltd.
Asia General Holdings Limited
Tokio Marine Insurance Singapore Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Insurans (Malaysia) Berhad
Tokio Marine Life Insurance Malaysia Bhd.
Tokio Marine Seguradora S.A.
Tokio Marine Financial Solutions Ltd.
Beginning with the fiscal year ended March 31, 2014, Tokio Marine America Insurance Company
is included in the consolidation due to an increase in materiality.
Tokio Marine West SAST Arrangements Co., Ltd. and 2 other companies are included in the
consolidation from the fiscal year ended March 31, 2014 because these entities became
subsidiaries of the Company through the formation as new companies.
Tokio Marine Brasil Seguradora S.A. which ceased to exist due to a merger with Tokio Marine
Seguradora S.A. and Kiln Capital Plc which has been dissolved are excluded from theconsolidation from the fiscal year ended March 31, 2014.
Kiln Group Limited was renamed Tokio Marine Kiln Group Limited as of January 2, 2014 and44

Tokio Millennium Re Ltd. was renamed Tokio Millennium Re AG as of October 15, 2013.
(2) Names of major non-consolidated subsidiaries
Major subsidiaries:
Tokio Marine & Nichido Adjusting Service Co., Ltd.
Tokio Marine Capital Co., Ltd.
Reason the subsidiaries were excluded from the consolidation:
Each of these non-consolidated subsidiaries is small in scale in terms of total assets, sales, net
income or loss for the period and retained earnings. As such non-consolidated subsidiaries are
not considered to materially affect any reasonable determination as to the Group’s financial
condition and results of operations and are excluded from the consolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 11 companies
Names of major affiliates accounted for by the equity method:
Edelweiss Tokio Life Insurance Company Limited
Effective from the fiscal year ended March 31, 2014, NAS Insurance Services, LLC is accounted
for by the equity method because it has become an affiliate of the Company through the acquisitionof voting rights.
(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (IFFCO-TOKIO General Insurance Co., Ltd.,etc.) have not been accounted for by the equity method because these companies have had a minor
effect on the Company’s consolidated net income or loss for the period and retained earnings andare not considered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire. The Company does not consider Japan
Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it can not exert asignificant influence on any policy making decisions of Japan Earthquake Reinsurance Co., Ltd.’s
operations given the highly public nature of the company.
(4) With regard to any company accounted for by the equity method that has a different closing datefrom that of the consolidated financial statements, the financial statements of that company for its
fiscal year are used for presentation in the consolidated financial results.
3. Closing date of consolidated subsidiaries
The closing date of the fiscal year for one of the domestic consolidated subsidiaries and 75 overseas
consolidated subsidiaries is December 31. Since the differences in the closing dates do not exceed
three months, the financial statements of the consolidated subsidiaries as of December 31 are used forpresentation in the accompanying consolidated financial statements. As for any significant
transactions taking place during the period between the subsidiaries’ closing dates and the consolidated
closing date, necessary adjustments are made for consolidation purposes.
4. Accounting policies(1) Valuation of securities

45

a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for underwriting reserves are recorded by using amortized cost method(straight-line method) based on the moving-average method, in accordance with the Industry
Audit Committee Report No. 21 “Temporary Treatment of Accounting and Auditing Concerning
Securities Earmarked for Underwriting Reserve in Insurance Industry” issued by the JapaneseInstitute of Certified Public Accountants (the “JICPA”), November 16, 2000.
Following is a summary of the risk management policy concerning bonds earmarked forunderwriting reserves.
In order to control interest rate fluctuation risks relating to assets and liabilities, Tokio Marine &Nichido Life divides their underwriting reserves into following subgroups: "dollar-denominatedunderwriting reserve for deferment period of individual annuity insurance (denominated in U.S.
dollars) with floating cancellation refund linked with market interest rates", "underwriting reservefor deferment period of individual annuity insurance with floating interest rates", "underwriting
reserve for lump sum deposit-type whole-life insurance denominated in U.S. dollars with floatinginterest rates", "underwriting reserve for lump sum deposit-type whole-life insurance withfloating interest rates" and "underwriting reserve for lump sum deposit-type individual annuity
insurance". Tokio Marine & Nichido Life maintains the policy to match the duration ofunderwriting reserves of each subgroup and bonds earmarked for the underwriting reserve withincertain time range.
d. Other securities with fair value are recorded by the mark-to-market method based upon themarket price on the closing date.
The total amount of unrealized gains/losses on such securities is directly added to net assets withcosts of sales being calculated on the moving-average method.
e. Other securities for which the fair value cannot be measured reliably are recorded at cost
determined by the moving-average method.
f. Investment in non-consolidated subsidiaries and affiliates that are not accounted for by the equity
method are recorded at cost determined by the moving-average method.
g. Securities held in individually managed money trusts that are invested as trusted assets arerecorded by the mark-to-market method.
(2) Valuation of derivative transactions

Derivative financial instruments are accounted for by the mark-to-market method.
(3) Depreciation method for tangible fixed assets
Depreciation of tangible fixed assets owned by the Company and its domestic consolidated
subsidiaries is computed using the declining balance method. However, depreciation of buildings46

(excluding fixtures attached to such buildings, etc.) that were acquired on or after April 1, 1998 iscomputed using the straight-line method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries isrecorded over the period of time for which the Company expects such subsidiaries contribute to theCompany, and in accordance with the form of such contribution.
(5) Accounting policies for significant reserves and allowancesa. Allowance for doubtful accounts
In order to provide for losses from defaults, domestic consolidated subsidiaries of the Company
establish allowance for doubtful accounts in accordance with internal asset self-assessment and asset
write-off rules as detailed below.
For claims against any debtor who has legally, technically, or substantially become insolvent (due tobankruptcy, special liquidation or suspension of transactions at draft clearinghouses, etc.), allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral or performance of applicable guarantees.
For claims against any debtor who is likely to become insolvent in the foreseeable future, allowance iscalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral, performance of applicable guarantees or the relevant debtor himself, taking into
consideration the overall solvency assessment of the relevant debtor.
For claims other than those described above, allowance is provided based on the amount of claims
multiplied by the expected default rate, which is computed based on historical loan loss experience in
certain previous periods.
In addition, all claims are assessed by the asset accounting department and the asset management
department in accordance with the internal rules of asset self-assessment. Subsequently, the asset
auditing department, which is independent from other asset-related departments, audits the results ofassessment by the other asset-related departments. Allowance for doubtful accounts is recorded
based on such assessment results and audits stated above.
b. Retirement benefit obligations for directors
Some domestic consolidated subsidiaries set aside a reserve for retirement benefits for their directors
in the amount considered to be accrued as of the end of the fiscal year ended March 31, 2014, which is
calculated in accordance with their internal remuneration regulations.
c. Provision for employees’ bonus
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
d. Price fluctuation reserve
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Act in order to provide for possible losses or damages arising from fluctuation of shareprices.

47

(6) Accounting for retirement benefit
a. Attribution method for projected retirement benefit obligations
In calculating retirement benefit obligations, attribution to the period ending March 31, 2014 is based
mainly on point criteria.
b. Method to charge actuarial differences and prior service costs
Actuarial differences are charged to expenses in the subsequent fiscal year using the straight-line
method over a certain term (5-14 years) within the average remaining years of service of theemployees.
Prior service costs are charged to expenses in each subsequent fiscal year using the straight-line
method over a certain term (7-14 years) within the average remaining years of service of theemployees at the time when such costs were incurred.
(Changes in accounting policies)
Since the end of the fiscal year ended March 31, 2014, the Company has been applying the
Accounting Standard for Retirement Benefits (ASBJ Statement No.26, May 17, 2012; hereinafter the"Accounting Standard for Retirement Benefits") and the Guidance on Accounting Standard for
Retirement Benefits (ASBJ Guidance No.25, May 17, 2012; hereinafter the "Guidance on Retirement
Benefits") (except for the provisions set forth in Clause 35 of Accounting Standard for Retirement
Benefits and in Clause 67 of the Guidance on Retirement Benefits). The Company has changed its
accounting method to post retirement benefit obligations less pension assets as net defined benefit
assets or net defined benefit liabilities and posts an unrecognized actuarial difference andunrecognized prior service costs as net defined benefit assets or net defined benefit liabilities.
The application of the Accounting Standard for Retirement Benefits and the Guidance on Retirement
Benefits is subject to the transitional accounting treatment set forth in Clause 37 of the AccountingStandard for Retirement Benefits, and an effect of the change is included in the remeasurements ofretirement benefits in accumulated other comprehensive income at the end of the fiscal year ended
March 31, 2014.
As a result, the company recorded 1,595 million yen in net defined benefit assets and 221,921 million
yen in net defined benefit liabilities at the end of the fiscal year ended March 31, 2014. Also,
accumulated other comprehensive income decreased by 25,946 million yen at the end of the fiscal year
ended March 31, 2014.
(7) Accounting for consumption tax, etc.
The Company and its domestic consolidated subsidiaries account for consumption tax, etc. by the
tax-excluded method. However, domestic consolidated insurance subsidiaries account for expenses
such as operating and general administrative expenses by the tax-included method.
In addition, any non-deductible consumption tax, etc. incurred in connection with assets is included inother assets (as suspense payments) and is amortized over 5 years using the straight-line method.
(8) Accounting for significant lease transactions
Non-transferrable finance leases of the Company's domestic consolidated subsidiaries commencing
prior to April 1, 2008 are accounted for as operating lease transaction.

48

(9) Hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine &Nichido and Tokio Marine & Nichido Life conduct Asset Liability Management ("ALM") to control
such risks by evaluating and analyzing financial assets and insurance liabilities simultaneously.
As for interest rate swap transactions that are used to manage such risks, Tokio Marine & Nichido andTokio Marine & Nichido Life apply deferred hedge accounting to the swap transactions based upon
the Industry Audit Committee Report No. 26, “Accounting and Auditing Treatments related to
Adoption of Accounting for Financial Instruments in the Insurance Industry” (issued by the JICPA,
September 3, 2002 - hereinafter called “Report No. 26”).
Effectiveness is not evaluated for hedge treatments that are believed to have high hedge effectiveness,because the Company groups hedged insurance liabilities with the interest rate swaps that are thehedge instruments, based on the period remaining for the instruments.
Any deferred gains as of the end of March 2003 that were calculated based on the Industry Audit
Committee’s Report No.16, "Accounting and Auditing Treatments related to Adoption of Accounting
for Financial Instruments in the Insurance Industry" (issued by the JICPA, March 31, 2000), which
was applicable prior to the application of Report No. 26, are accounted for by Tokio Marine & Nichidousing the straight-line method over the remaining hedging period (1-17 years). The accounting
treatments for such deferred gains are based on the transitional measures in Report No. 26. Deferredgains under this treatment as of March 31, 2014 were 14,856 million yen and the amount accounted
for in the consolidated financial statements for the fiscal year ended March 31, 2014 was 3,782 million
yen.
b. Foreign exchangeWith regard to some of Tokio Marine & Nichido’s currency swap transactions and currency forward
transactions, which have been entered into for the purpose of hedging foreign exchange risk associatedwith assets denominated in foreign currencies, (a) fair value hedge accounting and/or (b) matchingtreatment are applied. The hedge effectiveness is not evaluated for hedging treatments that are
believed to have high hedge effectiveness, such as in cases where hedging tools and hedged
instruments share the same important characteristics.
Tokio Marine & Nichido applies deferred hedge accounting to foreign currency loans which hedge
foreign exchange risk associated with equity in overseas subsidiaries. Hedge effectiveness isevaluated based on a comparison of the aggregate market fluctuation of the hedged instruments andhedging tools during the period from when the hedge was entered and ending at the time of theevaluation.
(10) Matters concerning amortization of goodwill and negative goodwill
Goodwill recognized as an asset on the consolidated balance sheet is amortized in the following
manner. The goodwill in connection with Philadelphia Consolidated Holding Corp., Tokio Marine
Kiln Group Limited, and Delphi Financial Group, Inc. is amortized over 20 years, 10 years, and 5 years,
respectively, using the straight-line method. Other goodwill is amortized over 2 to 15 years using thestraight-line method. Other goodwill in small amounts are amortized at one time.

49

Negative goodwill that arose on or before March 31, 2010 is recognized as a liability on the
consolidated balance sheet and amortized over 20 years using the straight-line method.
(11) Accounting for deferred assets under Article 113 of the Insurance Business Act
The Company evaluated the amount of provisions for and amortization of deferred assets under Article
113 of the Insurance Business Act for E.design Insurance Co., Ltd. in accordance with applicable laws
and regulations and the Articles of Incorporation of E.design Insurance Co., Ltd.

Additional Information(Effects of changes in the corporate income tax rate)
Following the promulgation of the “Act for Partial Amendment of the Income Tax Act, etc.” (Act No.
10, 2014) on March 31, 2014, the Special Reconstruction Corporation Tax was repealed effective fromthe fiscal year beginning on and after April 1, 2014.
As a result of this change, deferred tax liabilities (net of deferred tax assets) increased by 8,656 million
yen. Also, income before income taxes and non-controlling interests increased by 2,583 million yen
and net income decreased by 6,239 million yen.
Statutory effective tax rates applied to the Company and Tokio Marine & Nichido Fire Insurance Co.,
Ltd. are as follows:a. Tax rates applied to the Company- Before the change: 38.0%- Fiscal years beginning on and after April 1, 2014: 35.6%
b. Tax rates applied to Tokio Marine & Nichido Fire Insurance Co., Ltd.
- Before the change: 33.2%- Fiscal years beginning on and after April 1, 2014: 30.7%

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 348,554 million yen, and deferred capital gain
for tax purpose is 19,734 million yen.
2. Of all loans, the total amount of loans to borrowers in bankruptcy, past due loans, loans past due forthree months or more, and restructured loans is 8,690 million yen. The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 393 million yen.
Loans that are past due for a certain period, or for other reasons, are generally placed on non-accrual
status when substantial doubt is considered to exist as to the ultimate collectibility either of principal
or interest ("Non-accrual status loans"; however, any part of bad debt written-off is excluded.).
Loans to borrowers in bankruptcy represent non-accrual status loans that fall within the definitions
provided in Article 96, paragraph 1, subparagraph 3 (a) to (e) (maximum amount transferable toallowance for doubtful accounts) and subparagraph 4 of the Enforcement Ordinance of the
Corporation Tax Law (Ordinance No. 97, 1965).
(2) The amount of past due loans is 1,800 million yen.

50

Past due loans are non-accrual status loans, other than those to borrowers in bankruptcy, and those on
which interest payments are deferred in order to assist business restructuring of the borrowers.
(3) The amount of loans past due for three months or more is 49 million yen.
Loans past due for three months or more are defined as loans on which any principal or interests
payments are delayed for three months or more from the date following the due date. Loansclassified as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is 6,446 million yen.
Restructured loans are loans on which concessions (e.g., reduction of the stated interest rate, deferralof interest payment, extension of the maturity date, forgiveness of debt) are granted to borrowers infinancial difficulties to assist them in their corporate restructuring by improving their ability to repay
creditors. Restructured loans do not include loans classified as loans to borrowers in bankruptcy, past
due loans or loans past due for three months or more.
3. The value of assets pledged as collateral totals 312,490 million yen in securities and 32,612 million
yen in savings deposits. Collateralized debt obligations are held to the value of 100,595 million yen
in outstanding claims, 71,568 million yen in underwriting reserve and 34,927 million yen in otherdebts (including foreign reinsurance related debts, etc.).
4. Of the commercial paper, etc. received in connection with repurchase agreements and others, thosewith the right to dispose by sale or rehypothecation have a fair value of 178,403 million yen and arewholly held by the Company.
5. Securities include securities lent under loan agreements of 994,801 million yen.
6. The outstanding balance of undrawn committed loans is as follows.
(Yen in millions)
93,43523,892
69,543

Total loan commitments
Balance of drawn committed loans
Undrawn loan commitments

7. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 2,098,849 million yen.
8. Total investment in non-consolidated subsidiaries and affiliates is 104,271 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries. The balance of theguarantee to its subsidiaries as of March 31, 2014 is as follows:

Tokio Marine Compaňía de Seguros, S.A. de C.V.
Tokio Marine Pacific Insurance Limited
Tokio Marine Insurance (Thailand) Public Company Limited
Total(Yen in millions)
2,522
3,590
7,925
14,038

10. Other assets include 19,134 million yen of deferred assets under Article 113 of the Insurance51

Business Act.

Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
470,141
Salaries
259,267
Business expenses consist of "Loss adjustment expenses", "Operating and general administrative
expenses" and "Agency commissions and brokerage" as shown in the accompanying consolidated
statement of income.
2. The Group recognized impairment losses on the following properties.
Purpose of use

Category

Location

Properties forbusiness use(insurance andnursing careservices)
Idle or potential
disposal
properties

Buildings andothers3 properties
including equipment
attached to buildingsin Yokohama-shi,
Kanagawa
9 properties
including buildings
in Kochi-shi, Kochi

Land andbuildings

Total

Impairment loss (Yen in millions)
Land
Building Others
Total
1
12
14

730

235

-

966

730

237

12

980

Classification of properties: (a) properties used for the insurance business and other businesses aregrouped by each company in consolidation; and (b) other properties including properties for rent andidle or potential disposal properties and properties used for nursing care services are grouped based on
their primary uses on an individual basis.
For certain consolidated subsidiaries, the total amount of projected future cash flows from properties
for business use in their insurance and nursing care businesses fell below the book values of theseproperties. Consequently, the Company wrote off the excess of the book values of such properties
over the recoverable values and recognized any such write off as impairment losses in extraordinary
losses. The Company has recorded the recoverable value of the relevant assets as a net sales price in
the insurance business. However, such net sales price is a memorandum price because of the
difficulty in making a reasonable estimate of the amount. The Company calculates the recoverable
value of the relevant property in the nursing care services by discounting projected future cash flows at
a rate of 6.0 percent.
Due mainly to decline in the real estate market, book values of some properties for idle or potential
disposal properties fell below the recoverable values. Consequently, the Company wrote off theexcess of the book values of such properties over the recoverable values and recognized any such
write off as impairment losses in extraordinary losses. Recoverable values are the net sales price ofeach property. Net sales price is the market value assessed by real estate appraisers minus anticipatedexpenses for disposal of the relevant properties.
An impairment loss of 1,942 million yen, equivalent to the entire goodwill related to Edelweiss Tokio
Life Insurance Company Limited, was recognized and recorded as "equity in losses of affiliates" under52

ordinary expenses in the fiscal year ended March 31, 2014 in consideration of the current businessenvironment.

Notes to consolidated statement of changes in shareholders' equity
1. Class and number of issued shares and treasury share
Number ofshares as of April
1, 2013

Increase during
the fiscal year
ended March 31,
2014

Decrease during
the fiscal year
ended March 31,
2014(Thousand shares)
Number ofshares as ofMarch 31,2014

Issued shares
Common share
Total
Treasury share

769,524
769,524--

769,524
769,524

Common share
Total

2,490
2,490

39
39

223
223

2,306
2,306

Notes: 1. The increase of 39 thousand treasury shares is attributable to acquisition of sharesconstituting less than one unit of common share.
2. The decrease of 223 thousand treasury shares is primarily attributable to the allotmentsof shares in connection with exercises of share acquisition rights which decreased
treasury share by 222 thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2014
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

1,891

3. Dividends(1) Amount of dividends

Resolution

Ordinary general
meeting ofshareholders heldon June 24, 2013
Meeting of theboard of directors
held on November
19, 2013

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record dateCommonshare

21,093

27.50

March 31,2013

June 25,
2013

Commonshare

23,01730.00

September
30, 2013

December 3,
2013

Effectivedate(2) Dividends of which the record date falls within the fiscal year ended March 31, 2014, and of which

53the effective date falls on or after April 1, 2014.
The Company intends to obtain approval for the following dividend payment at the 12th Ordinary
General Meeting of Shareholders to be held on June 23, 2014.
Total
Amount ofamount ofSource ofdividends
RecordEffective
Class ofdividends
Resolution
dividends
per share
date
date
share
paid
(Yen)
(Yen inmillions)
Ordinary general
meeting ofCommonRetained
March 31, June 24,
30,68840.00
shareholders to beshareearnings
2014
2014
held on June 23, 2014

Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Investment assets are managed in two categories,
which are "Assets backing insurance liabilities" corresponding to long-term insurance contracts suchas deposit type insurance and annuity, and "Other".
With regard to "Assets backing insurance liabilities", ALM is applied in order to ensure future
payments for maturity-refunds and claims. Through ALM, the Group aims to steadily maximize thevalue of surplus ("Investment assets" minus "Insurance liabilities") by controlling the interest rate risks
to which insurance liabilities are exposed and by investing in instruments with some credit risks,
mostly bonds with high credit ratings.
With regard to "Other", the Group works toward diversification of investments and improvement ofinvestment efficiency in order to generate sustainable investment income, while maintaining liquidity
for future claims payments.
In major consolidated subsidiaries, the risk management department, which is independent of trading
departments, quantitatively and qualitatively controls risks in order to deal with such investment risks.
Through these approaches, the Group aims to minimize fluctuations in short-term gains and losses,
increase investment income in order to maximize net asset value in the mid-to-long-term, and maintainfinancial soundness.

54

2. Fair value of financial instruments
The table below shows the fair value of financial instruments excluding unlisted shares and others
without reasonably measured fair value as of March 31, 2014.
(Yen in millions)
Carrying amountshown on balance
Fair value
Difference
sheet
(1)
Cash and bank deposits
439,368
439,42657(2)
Call loans
270,931
270,931(3)
Receivables under resale
119,974
119,974
agreements(4)
Receivables under security
38,58038,580borrowing transactions(5)
Monetary receivables bought
877,156
877,156(6)
Money trusts
2,897
2,897
(7)
Securities
Trading securities
2,326,461
2,326,461
Bonds held to maturity
2,972,787
3,207,068
234,280
Bonds earmarked for
161,101
167,423
6,321
underwriting reserves
Available for sale securities
8,998,584
8,998,584
(8)

(9)
(10)
(11)

Loans
Allowance for doubtful
accounts (*1)
Corporate bonds (*2)
Payables under security
lending transactions (*2)
Derivative assets andliabilities (*3)

266,387-6,865259,521267,676

8,154(124,375)(126,101)(1,725)(876,446)(876,446)-

14,725

14,725-(*1) Allowance for doubtful accounts earmarked for loans are deducted from the carrying amount.
(*2) Items in liabilities are shown with ( ).
(*3) Derivative assets and liabilities are presented on a net basis. Debits and credits arising fromderivative transactions are netted.

Notes: 1. Valuation method for financial instruments
With regard to (1) Cash and bank deposits (excluding those defined as securities in"Accounting Standard for Financial Instruments" (ASBJ Statement No.10)), (2) Call loans,(3) Receivables under resale agreements, and (4) Receivables under security borrowing
transactions, the book value is deemed as the fair value since it is scheduled to be settled in ashort period of time and the book value approximates the fair value.
Regarding (5) Monetary receivables bought and (7) Securities (including those in (1) Cashand bank deposits that are defined to be securities in "Accounting Standard for Financial
Instruments" (ASBJ Statement No.10) and securities in (6) Money trusts that are invested astrust funds) with quoted market price, the quoted closing price is used for listed shares andthe price of the over-the-counter transactions is used for bonds. For securities with no quoted
market price, the net present value of the estimated future cash flows is applied as the fairvalue.

55

With regard to floating rate loans in (8) Loans, the book value is deemed as the fair value
unless the borrower's credit standing has materially changed since the execution of the loan
because interest rate changes will be timely reflected in the future cash flows and the bookvalue approximates the fair value. For fixed rate loans, the fair value is measured as the netpresent value of estimated future cash flows. For loans where borrowers are insolvent or inbankruptcy proceedings, the estimated uncollectible debts are deducted from the carrying
amount to get the fair value.
With regard to (9) Corporate bonds, the price of the over-the-counter transactions is the fairvalue.
With regard to (10) Payables under security lending transactions, the book value is deemedas the fair value because it is scheduled to be settled in a short period of time and the bookvalue approximates the fair value.
With regard to (11) Derivative assets and liabilities with quoted market price, the quoted
closing price is used as the fair value. For derivative assets and liabilities with no quoted
market price, the net present value of the estimated future cash flows or the calculated pricebased on an option pricing model is applied as the fair value.
2. Unlisted shares and partnership investments comprised of unlisted shares (Carrying amounton the consolidated balance sheet: 301,690 million yen) are not included in (7) Securities
because the fair value cannot be determined as they have no quoted market price and thefuture cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 107,186 million yen) are
not included in (8) Loans because future cash flows cannot be estimated since it is arranged
under insurance policy and the amount is limited within repayment fund for cancellation withno contractual maturity.

Information on investment property
1. Some of the consolidated subsidiaries hold office buildings and land mainly in Tokyo, Osaka andNagoya, some of which are leased out.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance
sheet as of March 31, 2014
77,269Fair value as of March 31, 2014
135,190

Notes: 1. Carrying amount is the amount that the accumulated depreciation and the accumulated
impairment losses are deducted from the acquisition cost.
2. Fair value as of March 31, 2014 is primarily based on appraisals by qualified external
valuers.

56

Per share information
Net assets per share
Net income per share

3,535.84 yen
239.98 yen

57

Non-consolidated Balance Sheet as of March 31, 2014
(Yen in millions)
As of March 31, 2014
AssetsCurrent assets:
Cash and bank deposits
Prepaid expense
Accounts receivable
OthersTotal current assets
Fixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Total tangible fixed assets
Intangible fixed assets
Telephone right
Total intangible fixed assets
Investments and other assets
Investments in subsidiaries and affiliates
OthersTotal investments and other assets
Total fixed assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption taxes
Deposits received
Provision for employees' bonus
Total current liabilities
Fixed liabilities:
Reserve for retirement benefit
Total fixed liabilities
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
Total capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carried forward
Total retained earnings
Treasury shares
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets

7,693
0
13,511
5
21,211

154
11
31
197
0
0
2,456,564
109
2,456,673
2,456,871
2,478,082

473
282
85
10
70
20
468
1,411
170
170
1,581

150,000
1,511,485
1,511,485
819,840
332,275
487,564
819,840-6,7162,474,609
1,891
2,476,501
2,478,082

58

Non-consolidated Statement of Income for the fiscal year ended March 31, 2014
(Yen in millions)Year ended March 31, 2014
(April 1, 2013 to March 31, 2014)
Operating income:
Dividends received from subsidiaries and affiliates

13,106

Fees received from subsidiaries and affiliates

6,336

Total operating income

19,442

Operating expenses:
Operating and general administrative expenses

7,429

Total operating expenses

7,429

Operating profit

12,012Non-operating income:Interest income

16

Gain on forfeiture of unclaimed dividends
Office work fee

45
11

Other non-operating income

0

Total non-operating income

74

Non-operating expenses:
Miscellaneous expenses

3

Total non-operating expenses

3

Ordinary profit

12,083Extraordinary gains:
Gain on sales of fixed assets

0Gain on sales of subsidiaries and affiliates' shares

296

Total extraordinary gains

296

Extraordinary losses:
Losses on disposal of fixed assets

0

Total extraordinary losses

0

Income before income taxes

12,380

Income taxes-current-4

Total income taxes-4

Net income

12,38459

Non-consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2014
(Yen in millions)Shareholders' equity
Retained earnings
Other retained earnings

Capital surplus
Share capital

Beginning balance as of April 1, 2013

Additional
paid-in capital

150,000

1,511,485

OthersRetainedearnings carriedforwardGeneralreserve-

332,275

519,432

Treasuryshares-7,237

Total
shareholders'equity2,505,956

Changes during the year
Dividends-44,110-44,110Net income

12,384

12,384Purchase of treasury shares
Disposal of treasury shares-142

Transfer from retained earnings tocapital surplus

142

-128

-128

649

506

-142

-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2014

-

-

-

-

-31,868520-31,347

150,000

1,511,485-

332,275

487,564-6,7162,474,609

ShareacquisitionrightsBeginning balance as of April 1, 2013

1,763

Total net
assets2,507,720

Changes during the year
Dividends-44,110Net income

12,384Purchase of treasury shares-128

Disposal of treasury shares

506

Transfer from retained earnings tocapital surplus
Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2014

128

128

128

-31,219

1,891

2,476,501

60

Notes to Non-consolidated Financial Statements
Significant accounting policies
1. Valuation of securities
Investments in subsidiaries and affiliates are stated at cost determined by the moving-averagemethod.
2. Depreciation for fixed assets
Depreciation of tangible fixed assets other than buildings (excluding fixtures attached to buildings)
is computed using the declining-balance method principally over the following useful lives.
Depreciation of buildings (fixtures facilities attached to buildings) is computed using thestraight-line method.
Fixtures attached to buildings
Equipment and furniture

8 to 18 years
3 to 15 years

3. Reserve(1) To provide for payment of bonus to employees, the Company maintains a reserve for
employees’ bonus based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payment, the Company maintains a reserve for
employee's retirement benefits equal to the amount deemed to have incurred as of the end of the
fiscal year ended March 31, 2014.
4. Consumption taxes

Consumption taxes and local consumption taxes are accounted for by the tax-excluded method.

Notes to the non-consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets:

214 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables
1,664 million yen
Debts payable
283 million yen
3. Debts payable to directors and audit & supervisory board members:
Debts payable
6 million yen

Notes to the non-consolidated statement of income
Transactions with affiliates:
Operating transactions

61

Operating income
Operating expenses
Transactions other than operating transactions

19,442 million yen
1,239 million yen
51,618 million yen

Notes to the statement of changes in shareholders' equity
Class and number of treasury share held by the Company as of March 31, 2014:
Common share
2,306,514 shares

Deferred tax accounting
Major components of deferred tax assets:
Deferred tax assets
Impairment losses on investment in subsidiaries and affiliates 33,641 million yen
Others955 million yen
Subtotal
34,596 million yen
Valuation allowance-34,596 million yen
Total deferred tax assets- million yen
Net deferred tax assets- million yen

Notes on transactions with related parties

Category

Subsidiary

Company
nameTokioMarine&Nichido

Percentage
of votingrights held

100% held
directly

Relationship

Overlapping
management
andBusiness
administration(Yen in millions)
Balanceat end ofItemfiscalyear

Transaction
description

Transaction
amountReceipt ofbusiness
administration
fee

4,601

-

-

Contributions
in kind47,717--

Terms and conditions and corresponding decision-making policies for these transactions:
Notes: 1. The Company shall determine the amount of management fees that it receives based on
management contracts between the Company, subsidiaries and affiliates, and discussion
with the relevant entity.
2. Contributions in kind consist of the shares of a subsidiary, which were worth 47,717
million yen.

62

Per share information
Net assets per share
Net income per share

3,225.43 yen
16.14 yen63

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 16, 2014
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Susumu Arakawa, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated Partner and Engagement
Partner
We have audited, in accordance with Article 444, paragraph 4 of the Companies Act of Japan,
the consolidated financial statements of Tokio Marine Holdings, Inc. (the "Company") for the
fiscal year that began on April 1, 2013 and ended on March 31, 2014. These financial
statements consist of a consolidated balance sheet, a consolidated statement of income, aconsolidated statement of changes in shareholders' equity and notes to consolidated financial
statements.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare consolidated financial statements based on
accounting principles generally accepted in Japan and to present these statements appropriately.
This includes establishing and implementing internal control systems that Management deems
necessary to prepare and present the consolidated financial statements without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the consolidated financial statements based on
our audit as an independent auditor. We conducted our audit in accordance with auditing
standards generally accepted in Japan. Those standards require that, in order to obtainreasonable assurance about whether the consolidated financial statements are free of material
misstatement, we formulate an audit plan and conduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the consolidated financial statements. We select and apply audit procedures based on our
judgment and in accordance with a risk evaluation for material misstatement in the consolidated
financial statements resulting from fraud or error. Although the purpose of our audit is not to
express an opinion on the effectiveness of internal control systems, when conducting the risk
evaluation to determine the proper audit procedures we do review the internal control systems
for the preparation and appropriate presentation of the consolidated financial statements. An
audit includes assessing the accounting principles used by management, including how they areapplied, and the estimates made by management, as well as examining the overall presentationof the consolidated financial statements. We believe that our audit provides a sufficient andappropriate basis for our opinion.

64

Audit opinion:
In our opinion, the foregoing consolidated financial statements present fairly, in all material
respects, the financial position and the results of operations of the Company and its consolidated
subsidiaries for the period covered by the aforementioned financial statements in conformity
with accounting principles generally accepted in Japan.
Highlighted Items:
As described in the Significant matters related to consolidated financial Statements, since theend of the fiscal year ended March 31, 2014, the Company has been applying the AccountingStandard for Retirement Benefits (ASBJ Statement No.26, May 17, 2012; hereinafter the"Accounting Standard for Retirement Benefits") and the Guidance on Accounting Standard for
Retirement Benefits (ASBJ Guidance No.25, May 17, 2012; hereinafter the "Guidance on
Retirement Benefits") (except for the provisions set forth in Clause 35 of Accounting Standard
for Retirement Benefits and in Clause 67 of the Guidance on Retirement Benefits). The
Company has changed its accounting method to post retirement benefit obligations less pension
assets as net defined benefit assets or net defined benefit liabilities and posts an unrecognizedactuarial difference and unrecognized prior service costs as net defined benefit assets or net
defined benefit liabilities. Such applications have no effect on our opinion.
Conflict of interest:
Our firm and engagement partners do not have any interest in the Company that is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

65

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 16, 2014
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Susumu Arakawa, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated Partner and Engagement
Partner
We have audited, in accordance with Article 436, paragraph 2, item 1 of the Companies Act ofJapan, the non-consolidated financial statements of Tokio Marine Holdings, Inc. (the"Company") for its 12th fiscal year that began on April 1, 2013 and ended on March 31, 2014.
These financial statements consist of a non-consolidated balance sheet, a non-consolidated
statement of income, a non-consolidated statement of changes in shareholders' equity, notes tonon-consolidated financial statements, and supplementary schedules.
Management's responsibility for the financial statements:
It is the Management’s responsibility to prepare non-consolidated financial statements andsupplementary schedules based on accounting principles generally accepted in Japan and topresent these statements and supplemental schedules appropriately. This includes establishingand implementing internal control systems that Management deems necessary to prepare andpresent the non-consolidated financial statements and supplementary schedules without material
misstatement resulting from fraud or error.
Auditor's responsibility:
It is our responsibility to express an opinion on the non-consolidated financial statements andsupplementary schedules based on our audit as an independent auditor. We conducted our
audit in accordance with auditing standards generally accepted in Japan. Those standards
require that, in order to obtain reasonable assurance about whether the non-consolidated
financial statements and supplementary schedules are free of material misstatement, weformulate an audit plan and conduct an audit in accordance therewith.
An audit includes procedures to obtain audit evidence in relation to the amounts and disclosuresin the non-consolidated financial statements and supplementary schedules. We select andapply audit procedures based on our judgment and in accordance with a risk evaluation formaterial misstatement in the non-consolidated financial statements and supplementary schedules
resulting from fraud or error. Although the purpose of our audit is not to express an opinion on
the effectiveness of internal control systems, when conducting the risk evaluation to determine
the proper audit procedures we do review the internal control systems for the preparation andappropriate presentation of the non-consolidated financial statements and supplementaryschedules. An audit includes assessing the accounting principles used by management,66

including how they are applied, and the estimates made by management, as well as examining
the overall presentation of the non-consolidated financial statements and supplementaryschedules. We believe that our audit provides a sufficient and appropriate basis for our
opinion.
Audit opinion:
In our opinion, the foregoing non-consolidated financial statements and supplementaryschedules present fairly, in all material respects, the financial position and the results ofoperations of the Company for the period covered by the aforementioned financial statements
and supplementary schedules in conformity with accounting principles generally accepted inJapan.
Conflict of interest:
Our firm and engagement partners do not have any interest in the Company that is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

67

Copy of the Audit Report of the Audit & Supervisory Board

Audit Report

Based on the audit reports received from each audit & supervisory board member relating to theperformance by the Company's directors of their duties during the fiscal year that began on
April 1, 2013 and ended on March 31, 2014 and after consultations amongst our members, we,the undersigned Audit & Supervisory Board, report as follows:
1. Details of the Methodology of the Audit Performed by Audit & Supervisory Board Members
The Audit & Supervisory Board who has set the auditing policies, the auditing schedules andrelated matters, received from each audit & supervisory board member audit reports detailingthe performance of each audit & supervisory board member in audits and the results thereof.
The Audit & Supervisory Board also received from each of the Company's directors and theCompany's independent auditor reports detailing the performance of their duties and asked forfurther explanation whenever necessary.
Each audit & supervisory board member, pursuant to the auditing standards, the auditing
policies and the auditing schedules set by the Audit & Supervisory Board, maintained goodcommunications with directors, the internal audit department and other employees; committed
themselves to gathering information and improving the circumstances of the audit; attended
meetings of the Board of Directors and other important meetings; received reports detailing theperformance of their duties from directors and other employees; asked for further explanations
whenever necessary and inspected important decision-making documents and thereby
investigated the Company's business activities and financial position.
In addition, pursuant to the auditing standards set by the Audit & Supervisory Board for an auditof the internal control system, each audit & supervisory board member examined the details of
the resolution of the meeting of the Board of Directors concerning (a) a governance framework
to ensure that the directors' performance of their duties are carried out in conformity with thelaws and the Articles of Incorporation; and (b) any other governance framework to ensure
appropriate business operations, as set forth in Article 100, paragraphs 1 and 3 of the
Enforcement Regulations of the Companies Act of Japan. Each of the audit & supervisoryboard members also monitored and examined the governance framework (internal control
system) which was implemented by the Board of Directors based on the aforementioned
resolution. Concerning the internal control over financial reporting, each audit & supervisoryboard member received from directors and PricewaterhouseCoopers Aarata reports regarding
the results of the assessment and audit on the internal control over financial reporting and asked
for further explanations whenever necessary.
As for subsidiaries of the Company, each audit & supervisory board member maintained goodcommunications and facilitated information sharing with directors, audit & supervisory board
members, the internal audit department and other employees of the subsidiaries and received
reports regarding the business activities of the subsidiaries whenever necessary.
We examined the business report included in this notice of convocation as well as the
supplementary schedules thereto for the fiscal year ended March 31, 2014 based on the68aforesaid methods of audit.
Furthermore, each audit & supervisory board member monitored and examined whether theCompany's independent auditor maintained independence from the Company and performed theaudit adequately, received from the Company's independent auditor a report concerning theperformance of that auditor's duties and asked for further explanations whenever necessary.
Additionally, each audit & supervisory board member received a notice from the Company's
independent auditor stating that "a framework to ensure that independent auditors' performanceof duties are carried out properly" (consisting of matters enumerated in the items of Article 131of the Regulations for Financial Statements of Corporations) is established pursuant to "Quality
Management Standards Regarding Audits" (Corporate Accounting Council, October 28, 2005)
and addressing other standards concerned, and asked for further explanations whenevernecessary.
Based on the methodology of the audit described above, we examined the non-consolidated
financial statements (balance sheet, statement of income, statement of changes in shareholders'equity and notes thereto) and the supplementary schedules thereto, and the consolidated
financial statements (balance sheet, statement of income, statement of changes in shareholders'equity and notes thereto) for the fiscal year ended March 31, 2014.
2. Results of Audit(1) Results of the audit of the business report and others(a) We found the business report and the supplementary schedules to present fairly the state of theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of
the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act orviolation of applicable laws, regulations or the Articles of Incorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal
control system to be appropriate. In addition, we have nothing to report on the directors'
performance of their duties in connection with the internal control system, including the internal
control over the financial reporting.

(2) Results of the audit of the non-consolidated financial statements and the supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata, to be appropriate.
May 19, 2014
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.

69

Toshiro Yagi, Audit & Supervisory Board Member (Full-time)
Toshiki Ohashi, Audit & Supervisory Board Member (Full-time)
Hiroshi Fukuda, Audit & Supervisory Board Member
Yuko Kawamoto, Audit & Supervisory Board Member
Akinari Horii, Audit & Supervisory Board Member
Note: Mr. Hiroshi Fukuda, Ms. Yuko Kawamoto and Mr. Akinari Horii are the outside audit &supervisory board members, fulfilling the position prescribed by Article 2, item 16 of theCompanies Act of Japan.

70