[English Translation]
TOKIO MARINE HOLDINGS, INC.

Attachment to the “Notice of Convocation of
the 11th Ordinary General Meeting of Shareholders”
Business Report for the Fiscal Year Ended March 31, 2013
(From April 1, 2012 to March 31, 2013)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for Tokio Marine Group
During the fiscal year ended March 31, 2013, quantitative easing by the Federal
Reserve supported a gradual recovery in the U.S. economy, while European economies
generally remained in a downturn despite measures being taken to address the sovereign debt
crisis.

In many developing nations, economic growth slowed as a result of the deceleratingworld economy and other factors.
In Japan, the economy gradually improved amid the depreciation of the yen andrising share prices in the latter half of the fiscal year.

In the property and casualty insurance

sector, profitability showed signs of recovery due in part to effects of a revision of auto
insurance rates.

In the life insurance sector, factors such as Japan’s demographics of adeclining birthrate and an aging population led to a continued decline in the amount of life
insurance-in-force.
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.”

Under this strategy, the Group seeks to grow profit through continuous

growth in each sector, especially by pursuing industry-leading growth in the Group’s corebusiness of domestic property and casualty insurance.

The Group also engages in Enterprise

Risk Management (ERM) by promoting investment in businesses with high capital efficiency
and by promoting risk diversification on a global scale.

12Factors such as increases in net premiums written and life insurance premiums due
to improved insurance sales and a decrease of large-scale natural disasters compared with theprevious fiscal year contributed to a significant increase of net income.
(Yen in billions, except for %)Year ended March 31,

Year ended March 31,

Difference

2012

2013

(%)

Ordinary income

3,415.9

3,857.7

112.9

Net premiums written

2,324.4

2,558.0

110.0Life insurance premiums

344.5

399.8

116.0

Ordinary profit

160.3

207.4

129.4

6.0

129.5

2,159.0

Net income

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, 2012

March 31, 2013

March 31, 2012

March 31, 2013

2,663.3

2,470.4

205.7

167.0

430.2

689.5

7.5

20.0

Overseas insurance

530.2

807.0

-54.6

37.9

Financial and other

69.1

72.9

1.7

-17.5

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, 2013.
premiums written were 1,869.6 billion yen, a year-on-year increase of 4.9 percent.

Net

Ordinary

profit was 156.1 billion yen, a decrease of 55.9 billion yen as compared to the previous fiscal year,
during which a reversal of catastrophe reserves was recorded in profits.

Net income was 58.6

billion yen, an increase of 35.4 billion yen as compared to the previous fiscal year, when a reversalof deferred tax assets associated with the lowering of the corporate income tax rate was recorded.

13

Tokio Marine & Nichido continued to carry out the Business Renovation Project,streamlining its business processes and devoting more time to expanding sales bases and taking
other measures to strengthen interactions with customers.

Tokio Marine & Nichido achieved

industry-leading growth by working to strengthen its sales base through measures such as the saleof auto insurance policies through Meiji Yasuda Life Insurance Company, and by further
promoting sales of its Super Business Insurance which offers wider coverage packages tobusinesses tailored to their industrial characteristics.

Tokio Marine & Nichido continued its efforts to restore the profitability of auto
insurance by revising premium rates in accordance with different risk profiles.

In October 2012,it also revised its grade rating system for the purpose of ensuring fairness in premiums between
policyholders with accident histories and those without.

Tokio Marine & Nichido introduced Raku Raku Tetsuzuki (Quick and Easy Online
Procedures) in April 2012 to help customers complete contract procedures using tablet PCs andother such devices, which simplified and expedited contract procedures for customers.

At thesame time, this endeavor employs paperless methods, promoting resource conservation.

In relation to asset management, Tokio Marine & Nichido aimed to ensure stableearnings 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.

With respect to the operating results of Nisshin Fire & Marine Insurance Co., Ltd.
(“Nisshin Fire”) for the fiscal year ended March 31, 2013, net premiums written were 138.7 billion
yen, representing an increase of 1.6 percent from the previous fiscal year.

Ordinary profit was

4.5 billion yen, an increase of 0.3 billion yen as compared to the previous fiscal year, and net
income was 2.6 billion yen.

Domestic Life Insurance Business

As of March 31, 2013, Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine& Nichido Life”) had 470.4 billion yen in annualized premiums of life insurance-in-force, ayear-on-year increase of 12.2 percent, while the annualized premiums of newly signed life
insurance were 80.6 billion yen, a year-on-year increase of 40.7 percent.

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

14through sales of Super Insurance, and other efforts.

Ordinary profit was 36.7 billion yen, an

increase of 10.8 billion yen, and net income was 13.9 billion yen, an increase of 7.9 billion yen,each compared to the previous fiscal year.

Tokio Marine & Nichido Life began its new endeavor, Life Insurance Revolution toProtect One's Living, and in October 2012 it launched a new household income term insurance toguarantee living expenses for policyholders who became unable to work or require long-term caredue to sickness.

In January 2013, Tokio Marine & Nichido Life also started selling Medical Kit

R, an epoch-making medical insurance product that returns to policyholders the remaining
amounts of accumulated premiums paid up to the age of 70, less the aggregate benefits paid.

Tokio Marine & Nichido Financial Life Insurance Co., Ltd. (“Tokio Marine & Nichido
Financial Life”) specialized in the sales of variable annuities insurance.

After careful review ofthe business environment, however, it suspended new sales of all insurance products in July 2012.
As of March 31, 2013, Tokio Marine & Nichido Financial Life had 2,613.7 billion yen in life
insurance-in-force, ordinary loss of 0.7 billion yen, and net loss of 2.6 billion yen.

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 nations, the Group

recorded significant increases in premium income and profit, with ordinary profit of 37.9 billion
yen, an increase of 92.5 billion yen compared to the previous fiscal year.

PHLY, a U.S. property and casualty insurance group, was able to maintain its strong
performance by the development of new products and an increase in premium rates and otherefforts, as well as due to the steady development of the insurance lines which it started offering.
As a result, PHLY’s amount of net premiums written was 2.23 billion U.S. dollars (193.6 billionyen), a 9.9 percent increase compared to the previous fiscal year.

Delphi, a U.S. insurance group,

for which the Group completed acquisition procedures in May 2012, promoted the sale ofemployee benefit-related insurance, a product segment in which it has a competitive edge.

As aresult, its combined premium income for life insurance and property and casualty insurance for the
consolidated period between July 2012 and December 2012 was 0.80 billion U.S. dollars (69.2
billion yen).

Kiln, a U.K. insurance group, increased its underwriting amid an upward trend inpremium rates for natural catastrophe-related insurance, owing to an increased occurrence of
natural disasters.

As a result, Kiln’s net premiums written during the fiscal year 2012 were 0.51

15

billion British pounds (71.8 billion yen), an increase of 11.4 percent compared to the previous
fiscal year.

Tokio Millennium Re Limited, a reinsurance company, recorded a 35.3 percent

year-on-year increase in net premiums written to 0.72 billion U.S. dollars (62.9 billion yen) for the
fiscal year 2012, mainly due to expanded underwriting of risks excluding natural disasters.

In emerging markets, Tokio Marine Insurans (Malaysia) Berhad has expanded its
operations by purchasing assets and liabilities in the property and casualty insurance business froma local property and casualty insurance company in September 2012 to capitalize on growth
opportunities in Malaysia.

In Indonesia, the Group acquired a local life insurance company

which began operation as PT Tokio Marine Life Insurance Indonesia in October 2012.

In Saudi

Arabia, Alinma Tokio Marine Company, a joint venture established by Tokio Marine & Nichido, amajor local bank, and other entities, was publicly listed and commenced operation in October
2012.

In December 2012, in an effort to expand its business base and enhance customer services

in the Chinese market, Tokio Marine & Nichido entered into a business collaboration agreement inwhich it took an equity stake in PICC, a major insurance group in China.
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.

Tokio Marine Financial Solutions Ltd. recorded aloss of 22.1 billion yen reflecting a reserve for guarantees it provided.

As to its general business,

the Group continued to engage in temporary staffing services, property management services andother business.

CSR

In view of the occurrence of large-scale natural disasters in recent years, the Group has
been conducting studies on the risks of typhoons, floods, earthquakes, and tsunami incollaboration with the University of Tokyo, Nagoya University, Tohoku University, and Kyoto
University, and is also engaged in refining insurance underwriting and risk consulting.

To act on

lessons of the Great East Japan Earthquake, the Group is promoting activities to help prevent andminimize damages from disasters, including Bosai-jugyo, an educational program on disasterprevention for elementary schoolchildren implemented as a volunteer effort by Group employees
and others.

The Group is also continuously promoting its Mangrove Planting Project.

16Issues Facing the GroupIn the fiscal year ending March 31, 2014, we expect the world economy to improveowing to recovery of the housing market, personal consumption, and other economic benchmarksin the U.S. and to cyclical improvements in emerging countries.

We expect European economies,

meanwhile, to remain weak due to fiscal austerity.

The Japanese economy is likely to continue to recover due to factors such as the
improved export environment and the effects of financial and monetary policy measures so-called
Abenomics.

In the domestic insurance market, an increase in housing construction and otherfactors are expected to contribute to market expansion, but market prospects remain uncertain
owing to the effects of the declining birthrate, aging population, and population decline.

In this challenging environment, Tokio Marine Group will focus on the issues described
below.

In our core business of domestic property and casualty insurance, we will pursue
industry-leading growth while striving to improve profitability.

In the domestic life insurance

business we will target sustainable growth by continuously introducing new attractive products,
further advancing our integration of life and non-life insurance, and promoting other efforts.

Inthe overseas insurance business, the Group will promote a well-balanced growth strategy between
developed countries and emerging countries, direct insurance and reinsurance, property andcasualty 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 steadily growing
dividends and other measures and will seek to increase dividends by improving profitability.

Under our management philosophy to place “customer trust at the base of all its
activities”, the entire Tokio Marine Group will endeavor to achieve further growth as a corporategroup, seeking growth characterized by high profitability, sustainability and soundness.

Themanagement would like to express its sincere appreciation to all shareholders of Tokio Marine17

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 Limited are calculated at exchange rates in effect as of the end of December
2012.

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

“Delphi” means the corporate group comprised of Delphi

Financial Group Inc. and its subsidiaries.

In addition, “Kiln” means the corporate group

comprised of Kiln Group Limited and its subsidiaries.

18

(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)
2010
2011
2012
2013
Ordinary income
3,570,803
3,288,605
3,415,984
3,857,769
Ordinary profit
203,413
126,587
160,324
207,457
Net income
128,418
71,924
6,001
129,578
Comprehensive income-196,554-10,558
548,251
Net assets
2,184,795
1,904,477
1,857,465
2,363,183
Total assets
17,265,868
16,528,644
16,338,460
18,029,442
Note: As of the fiscal year ended March 31, 2011, the Company calculates comprehensive income
pursuant to “Accounting Standard for Presentation of Comprehensive Income” (ASBJ Statement
No. 25, June 30, 2010).

b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal years ended March 31)
2010
2011
2012
2013
Operating income
32,324
127,806
83,95548,718Dividends received
25,617
120,892
77,872
42,798Insurance subsidiaries
25,082
120,156
76,01741,898Other subsidiaries
535
735
1,854
900
Net income
44
80,226
62,11041,860Net income per share of common
0.05
103.16
80.98
54.57
share
yen
yen
yen
yen
Total assets
2,492,379
2,482,926
2,506,933
2,509,192
Share of insurance subsidiaries
2,416,206
2,380,355
2,412,091
2,421,006
Share of other subsidiaries
61,43662,45771,55875,081(3) The Group's Principal Offices (As of March 31, 2013)
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
nameTokio Marine
Domestic& Nichido
property andcasualty
insurance

Office nameLocation

Head Office
Hokkaido
Hokkaido
Branch and 6other branches
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 32
other branches
Tokai andAichi South
Hokuriku
Branch and 24
other branches

2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan19

Established
as ofMarch 20,1944

Kansai

Nisshin Fire

Domestic life
insurance

Overseas
insurance

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

Osaka South
Branch and 24
other branches
Chugoku
HiroshimaandBranch and 14
Shikokuother branches
KyushuFukuoka
Central Branchand 13 otherbranches
Head Office (Tokyo Head
Office), Saitama Head Office

Head Office

Head Office

Head Office

Head Office3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo
3-16, Ginza 5chome, Chuoku, Tokyo
2-1, Kamiogi 1chome,
Suginami-ku,
Tokyo
Bala Cynwyd,
Pennsylvania,
U.S.A.
Wilmington,
Delaware,
U.S.A.
London, U.K.

Head Office
Head OfficeGeorge Town,
Cayman Islands

June 10,1908

August 6,
1996
August 13,
1996

July 6,1981

May 27,
1987
July 11,1994
December4, 1997

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,
2012

As of March 31,
2013

20,381
2,358
6,573
1,519
30,831

20,159
2,284
9,075
1,488
33,00620

Increase(decrease)
(222)
(74)
2,502
(31)
2,175

Note: The Group's employees in the overseas insurance segment as of March 31, 2013 increased fromthose as of March 31, 2012 due to the acquisition of Delphi Financial Group, Inc. and its

subsidiary life insurance companies, property and casualty insurance companies andother businesses, and other factors.
(5) The Group's Principal Lenders (As of March 31, 2013)
Business segment

Company nameDomestic property and
Tokio Marine & Nichido
casualty insurance

LenderBalance of loan

Syndicated loan

170,000 million yen

The Bank of TokyoMitsubishi UFJ, Ltd.

122,265 million yen

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

(6) The Group's Financing Activities
Tokio Marine & Nichido borrowed 1,300 million U.S. dollars (122,265 million yen) from The
Bank of Tokyo-Mitsubishi UFJ, Ltd. in order to partially finance the acquisition of Delphi
Financial Group, Inc. and its subsidiary life insurance companies, property and casualty
insurance companies and other businesses.
(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

Amount19,472 million yen
453 million yen
2,571 million yen
195 million yen
22,693 million yen

Notes: 1. "Amount" is the aggregate amount of investment in facilities for the fiscal year ended March
31, 2013.
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, 2013)
a. Parent company
None.
b. Major subsidiaries and affiliates accounted for by the equity method
Ratio ofCompany nameLocation

Major business

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

Tokyo, Japan

Property andcasualty
insurance

21

Mar. 20, 1944

101,994 100.0%-

Nisshin Fire & Marine
Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

June 10, 1908

20,389 100.0%-

E. design Insurance Co.,Ltd.

Tokyo, Japan

Property andcasualty
insurance

Jan. 26, 2009

18,15385.0%-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Tokyo, Japan

Life insurance

Aug. 6, 1996

55,000 100.0%-

Tokio Marine & Nichido
Financial Life InsuranceCo., Ltd.

Tokyo, Japan

Life insurance

Aug. 13, 1996

68,000 100.0%-

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, 2011

0 100.0%(100.0)-Philadelphia Consolidated
Holding Corp.

Holding company July 6, 1981
Bala
Cynwyd,Pennsylvania,
U.S.A.

0 100.0%(100.0)-Philadelphia Indemnity
Insurance Company

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

Feb. 4, 1927

338 100.0%(100.0)-First Insurance Company
of Hawaii, Ltd.

Honolulu,
Hawaii,U.S.A.

Property andcasualty
insurance

Aug. 6, 1982

401 100.0%(100.0)-Delphi Financial Group,Inc.

Wilmington,
Delaware,
U.S.A.

Holding company May 27, 1987

0 100.0%(100.0)-SIG Holdings, Inc.

Wilmington,
Delaware,
U.S.A.

Holding company Oct. 3, 1995

0 100.0%(100.0)-

Safety National Casualty
Corporation

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

Property andcasualty
insurance

Nov. 28, 1942

2,821 100.0%(100.0)-

Reliance Standard Life
Insurance Company

Chicago,Illinois,
U.S.A.

Life insurance

Apr. 2, 1907

5,267 100.0%(100.0)-22

Reliance Standard Life
Insurance Company of
Texas

Houston,Texas,U.S.A.

Aug. 16, 1983

65 100.0%(100.0)-Kiln Group Limited

London, U.K. Holding company July 11, 1994

143 100.0%(100.0)-Kiln Underwriting Limited

London, U.K. Property andcasualty
insurance

June 13, 1994

0 100.0%(100.0)-

Tokio Millennium Re (UK)
LimitedLondon, U.K. Property andcasualty
insurance

Oct. 30, 1990

17,895 100.0%(100.0)-

Tokio Marine Underwriting London, U.K. Property and
Limitedcasualty
insurance

Oct. 27, 2008

0 100.0%(100.0)-

Tokio Marine Bluebell Re
LimitedMar. 8, 2007

14,000 100.0%-

Tokio Marine Asia Pte. Ltd. Singapore,
Singapore

Holding company Mar. 12, 1992

48,300 100.0%-

Asia General Holdings
LimitedSingapore,
Singapore

Holding company Feb. 24, 1971

5,684

92.4%
(92.4)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

Property andcasualty
insurance

July 11, 1923

7,579 100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
SingaporeLife insurance

May 21, 1948

2,728

85.7%
(85.7)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

3,039 100.0%(100.0)-

Edelweiss Tokio Life
Insurance Company
LimitedMumbai,
India

Life insurance

Nov. 25, 2009

2,599

26.0%
(26.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilProperty andcasualty
insurance

June 23, 1937

12,670 100.0%-

Tokio Millennium Re Ltd.

Hamilton,
BermudaProperty andcasualty
insurance

Mar. 15, 2000

23,512 100.0%(100.0)-

Douglas,Isle of Man

Life insuranceLife insurance23

Tokio Marine Financial
Solutions Ltd.

George Town, Derivatives
Dec. 4, 1997
1,884 100.0%
Caymanbusiness(100.0)Islands
Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. E. design Insurance Co., Ltd. is included in the table due to an increase in importance.
3. Delphi Financial Group, Inc., SIG Holdings, Inc., Safety National Casualty Corporation,
Reliance Standard Life Insurance Company, and Reliance Standard Life Insurance Company
of Texas are included in the table because they became subsidiaries of the Company as of
May 15, 2012.
4. 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.
5. 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 business
Date of thetransactions
May 15, 2012

Sept. 1, 2012

Outline of transaction
On May 15, 2012, Tokio Marine & Nichido, a domestic property andcasualty insurance company, completed procedures for acquiring
Delphi Financial Group, Inc., a U.S. life insurance and property andcasualty insurance group, and its subsidiary life insurancecompanies, property and casualty insurance companies and otherbusinesses. The acquisition cost was 215,054 million yen.
Details of the company acquired and the purpose of the acquisition
are as follows.
- Company acquired
Company name: Delphi Financial Group, Inc.
Head office: Wilmington, Delaware, U.S.A.
Business lines: Financial holding company with life insurancecompanies, property and casualty insurance companies, and otherbusinesses as subsidiaries- Purpose of the acquisition
The Company mainly seeks to further increase the scale of its
business and earnings in the overseas insurance market throughthe acquisition of quality insurance companies in the U.S.A. andto further diversify risk in its overseas insurance businessportfolio.
On September 1, 2012, Tokio Marine Insurans (Malaysia) Berhad, anoverseas insurance company, acquired a property and casualty
insurance business from MUI Continental Insurance Berhad, aproperty and casualty insurance company in Malaysia, throughbusiness transfer. The acquisition cost of the transferred business
was 4,571 million yen. The purpose of the business transfer is asfollows.
- Purpose of the business transfer
The Company mainly seeks to reinforce the base of its property
and casualty insurance business in Malaysia, to improve businessefficiency by increasing the scale of business, and to obtain
growth opportunities.
24-

(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, 2013)
Name
Kunio Ishihara

Position and assigned
dutiesDirector and Chairman of
the Board

Shuzo Sumi

Representative Director
and President

Takaaki Tamai

Representative Directorand Executive Vice
President

Other major occupations and other matters
Chairman of the Board of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(outside director)
Director of Daiichi Sankyo Company, Limited(outside director)
Corporate Auditor of Tokyu Corporation (outside
audit & supervisory board member)
Vice Chairman of Japan Business Federation
Representative Director and President of Tokio
Marine & Nichido

In charge of Domestic
Business Development
Dept., Corporate Planning
Dept., Personnel Planning
Dept. and Legal Dept.
Tsuyoshi Nagano

Representative Directorand Executive Vice
President

Executive Vice President of Tokio Marine &NichidoOverall supervision ofoverseas insurance
business; in charge ofInternational Business
Development Dept.
(management of North
America, Latin America
and European regions andreinsurance operations)
Masashi Oba

Representative Director
and Managing Director

Managing Director of Tokio Marine & Nichido

In charge of Financial
Planning Dept. and IT
Planning Dept.

Hirokazu Fujita

Managing Director

Managing Director of Tokio Marine & Nichido

In charge of Corporate
Accounting Dept., Internal
25

Control Dept., Risk
Management Dept. andInternal Audit Dept.
Kunio Ito

Director(outside director)

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

Akio Mimura

Director(outside director)

Director, Member of the Board and Senior Advisorof Nippon Steel & Sumitomo Metal Corporation
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)

Toshifumi Kitazawa

Director

Representative Director and President of Tokio
Marine & Nichido Life

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 ITOCHU Corporation (outside director)
Director of Japan Exchange Group, Inc. (outside
director)
Director of Monex 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

26

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. 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. and other stock exchanges in Japan.

(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
12 persons

Remuneration and other compensation
237 million yen

5 persons

101 million yen

17 persons

339 million yen

Notes: 1. “Number of persons to receive remuneration and other compensation” includes two directors
who retired from office at the close of the 10th ordinary general meeting of shareholders
held on June 25, 2012.
2. “Remuneration and other compensation” includes the amounts paid to the two directors
referred to in “Note 1” above.
3. Remuneration in connection with share acquisition rights granted to directors is 41 million
yen.
4. Maximum amount of remuneration as determined by the resolution of the general meeting ofshareholders is described below.

Directors

Maximum amount of remuneration as determined by the resolution of the general
meeting of shareholders
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, 2013)
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, 2013).”
From among the entities where outside directors and outside audit & supervisory board
27

members have other occupations, the Company has listed its shares on Tokyo Stock ExchangeInc. and Osaka Securities Exchange Co., Ltd., subsidiaries of Japan Exchange Group, Inc.
Insurance subsidiaries of the Company conduct considerable amounts of insurance-relatedtransactions with Sharp Corporation, Mitsubishi Corporation, Nippon Steel & Sumitomo
Metal Corporation, Nisshin Seifun Group Inc., Mitsubishi Motors Corporation, Mitsubishi
Electric Corporation, ITOCHU Corporation, and their respective subsidiaries.
(2) Principal Activities
Current term
Name
in officeKunio Ito(outside director)

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)Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

3 years and 9monthsAttended 9 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2013.

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.

2 years and 9monthsAttended 10 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2013.

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.

1 year and 9 Attended all 11 board ofmonthsdirectors' meetings held
during the fiscal year ended
March 31, 2013.

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.

6 years and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2013.

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.

6 years and 9monthsAttended 9 of the 11 boardof directors' meetings and 9of the 11 audit &supervisory board meetings
held during the fiscal year
ended March 31, 2013.

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.

1 year and 9monthsAttended all 11 board of
directors' meetings and all
11 audit & supervisoryboard meetings held during
the fiscal year ended March
31, 2013.

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.

28

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, 2013.
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, 2013
were ordinary meetings. All of the 11 audit & supervisory board meetings held during the
fiscal year ended March 31, 2013 were ordinary meetings.

(3) Limitation of Liability
Name

Outline of the contract to limit liability

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
Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

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

Total amount of
remuneration and6 persons
57 million yen
othercompensation
Notes: 1. Of the "Remuneration received from the insurance holding company," remuneration inconnection with share acquisition rights was 4 million yen.
2. The breakdown of the remuneration is as follows.
- Outside directors: 3 persons, 28 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, 2013)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 769,524 thousand shares (including 2,490 thousand
treasury shares)29

(2) Total Number of Shareholders (As of March 31, 2013)
92,440(3) Major shareholders (As of March 31, 2013)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

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

43,161

5.6

Japan Trustee Services Bank, Ltd. (Trust Account)

42,677

5.6

SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS

15,984

2.1

Meiji Yasuda Life Insurance Company

15,7792.1

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

15,6952.0State Street Bank and Trust Company 505225

14,724

1.9

Trust & Custody Services Bank, Ltd. as a trustee for Mizuho
Trust Retirement Benefits Trust Account for Mitsubishi Heavy
Industries, Ltd.

14,074

1.8

Tokai Nichido Employee Stock Ownership Plan

11,899

1.6

Mellon Bank, N.A. as Agent for its Client Mellon Omnibus
US Pension

10,843

1.4

The Master Trust Bank of Japan, Ltd. Retirement Benefits
Trust Account for Mitsubishi Corporation

10,832

1.4

Notes: 1. The 14,074 thousand shares held by Trust & Custody Services Bank, Ltd. as a trustee for Mizuho
Trust Retirement Benefits Trust Account for Mitsubishi Heavy Industries Ltd. are an asset entrusted
by Mitsubishi Heavy Industries, Ltd. for its retirement benefits trust.
2. The 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are an asset entrusted by Mitsubishi Corporation for its
retirement benefits trust.
3. The ratio of shares held is calculated after deducting 2,490 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:

38.5%
1.4%
7.9%
37.9%
14.3%

(The number of outstanding shares as of March 31, 2013: 769,524 thousand shares)30

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, 2013:

Number ofshareacquisitionrights (as ofMarch 31,
2013)
July 2005
Share
Acquisition
RightsJuly 2006
Share
Acquisition
RightsJuly 2007
Share
Acquisition
RightsAugust 2008
Share
Acquisition
RightsJuly 2009
Share
Acquisition
RightsJuly 2010
Share
Acquisition
RightsJuly 2011
Share
Acquisition
RightsJuly 2012
Share
Acquisition
Rights30

Class andnumber ofsharesunderlying
shareacquisitionrights (as ofMarch 31,2013)
15,000commonsharesAmount to be
paid upon
exercise ofshareacquisitionrightsAmountpayable atissuance-

29

14,500commonshares2,013,506 yen

210

21,000commonshares491,700 yen

476

47,600commonshares353,300 yen
30 years from1 yen per

1,175

Exerciseperiod117,500
commonshares237,600 yen

1,596

159,600
commonshares234,400 yen

1,899

189,900
commonshares219,500 yen

2,625

262,500
commonshares181,900 yen

share

the allotmentof the shareacquisitionrights

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 2012 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.

31

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 ofshareacquisitionrightsClass andnumber ofsharesunderlying
shareacquisitionrightsDirectors (except outside
directors)
Number of
persons
Number ofholdingshare
share
acquisitionacquisitionrightsrights1 person
6

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

July 2005
Share
Acquisition
Rights7

3,500
commonsharesJuly 2006
Share
Acquisition
Rights8

4,000
commonshares1 person4--

1 person4

July 2007
Share
Acquisition
Rights61

6,100
commonshares2 persons

32

-

-

3 persons

29

August2008 Share
Acquisition
Rights59

5,900
commonshares2 persons

26

-

-

3 persons

33

July 2009
Share
Acquisition
Rights114

11,400commonshares3 persons51

1 person6

3 persons

57

July 2010
Share
Acquisition
Rights118

11,800commonshares4 persons62

2 persons

14

3 persons

42

July 2011
Share
Acquisition
Rights151

15,100commonshares7 persons130

3 persons

21

-

-

July 2012
Share
Acquisition
Rights232

23,200commonshares7 persons205

3 persons

27

-

-

-

Note: Directors and audit & supervisory board members of the Company who were also directors or executive
officers of the Company's major subsidiaries at the time of the issuance of the share acquisition rights
have been allotted share acquisition rights in their capacity as directors or executive officers of thesecompanies. The number of such share acquisition rights held by directors and audit & supervisory board
members of the Company as of March 31, 2013 is as follows.
The July 2005 Share Acquisition Rights: 23
The July 2006 Share Acquisition Rights: 15
The July 2007 Share Acquisition Rights: 75
The August 2008 Share Acquisition Rights: 117
The July 2009 Share Acquisition Rights: 231
The July 2010 Share Acquisition Rights: 282
The July 2011 Share Acquisition Rights: 221
The July 2012 Share Acquisition Rights: 24032

(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal YearClass andnumber ofsharesunderlying
shareacquisitionrightsNumber ofshareacquisitionrightsJuly 2012
Share
Acquisition
Rights2,153

215,300
commonsharesDirectors and employees ofsubsidiaries

Employees
Number of
persons
allottedshare
acquisitionrights4 persons

Number ofshareacquisitionrightsNumber of
persons
allotted shareacquisitionrightsNumber ofshareacquisitionrights149

54 persons

2,004

Note: "Employees" in the above table are executive officers who are not directors of the Company.

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

Remuneration for the fiscal year ended
March 31, 2013

Other matters

Non-audit services (i.e., services
other than those stipulated in
Designated Partners:
Article 2, paragraph 1 of theCertified Public Accountants Law)
Takashi Sasaki
114 million yen
provided to the Company by the
Takaaki Ino
independent auditor for a fee:
Masahiko Naraaccounting advisory service related
to International Financial ReportingStandards (IFRS).
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 784 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.
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 the33independent 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 theGroup'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
34

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.
3. System for risk management(1) The Company shall establish the Group's basic policies for risk management andimplement risk management systems.
35

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 inthe 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.
36

(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.

37

Consolidated Balance Sheet as of March 31, 2013
(Yen in millions)
As of March 31, 2013
AssetsCash and bank deposits

436,113

Call loans

211,216

Receivables under resale agreements
Receivables under security borrowing transactions

299,91728,366

Monetary receivables bought

796,195
5,399

Money trusts

13,845,820

Securities
Loans

380,884

Tangible fixed assets
Land

306,965
143,651

Buildings

131,906
11,12520,282
428,196
13,196
270,291
144,708
1,207,109
50,119Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Other assets
Deferred tax assets
Customers' liabilities under acceptancesand guarantees

71,766(38,631)
18,029,442

Allowance for doubtful accounts
Total assets
Liabilities

12,784,044
1,685,114
11,098,930
139,304
2,167,815
1,113,960
1,053,854
186,395
31
36,79474,491

Insurance liabilities
Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under security lending transactions
Other liabilities
Retirement benefit obligations
Retirement benefit obligations for directors
Provision for employees' bonus
Reserve under the special law

74,491Price fluctuation reserve

105,099
100,515
71,766
15,666,258

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

150,000
1,088,315(7,237)1,231,078

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

1,172,896

Deferred gains (losses) on hedge transactions

21,921(85,226)
1,109,592

Foreign currency translation adjustments
Total accumulated other comprehensive income

1,763
20,7492,363,183
18,029,442

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

38

Consolidated Statement of Income for the fiscal year ended March 31, 2013
(Yen in millions)Year ended March 31, 2013
(April 1, 2012 to March 31, 2013)
Ordinary income
Underwriting income
Net premiums written
Deposit premiums from policyholders
Investment income on deposit premiums
Life insurance premiums
Reversal of outstanding claims
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
atu ty refundse u ds to policyholders
po cy o de s
Dividends to policyholders
Life insurance claims
Provision for underwriting reserves
Other underwriting expenses
Investment expenses
Losses on money trusts
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
Increase in allowance for doubtful accounts
Losses on bad debts
Equity in losses of affiliates
Amortization of deferred assets under Article 113of the Insurance Business Act

3,857,769
3,149,378
2,558,010
116,599
56,330399,845
13,034
5,557
636,425
261,898
737
3,619
112,218
1,068
290,296
22,916(56,330)
71,965
10,45061,5143,650,311
3,013,696
1,585,558
114,886
495,765
262 189
262,189380
246,755
303,420
4,740
48,344
198
6,568
7,324
1,311
29,847
3,094
560,648
33,307
5,190
19,799
182
1,526
2,502
4,105

Other ordinary expenses
Deferred expenses under Article 113 of the Insurance BusinessAct(5,685)
207,457

Ordinary profit

39

(Yen in millions)Year ended March 31, 2013
(April 1, 2012 to March 31, 2013)
Extraordinary gains
Gains on disposal of fixed assets
Gains on negative goodwill
Other extraordinary gains
Extraordinary losses
Losses on disposal of fixed assets
Impairment losses on fixed assets
Provision under the special law
Provision for price fluctuation reserve
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

40

11,202
9,822
9
1,370
16,095
1,467
2,395
4,353
4,353
7,880
202,564
65,865
5,963
71,829130,735
1,156
129,578

Consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2013
(Yen in millions)Year ended March 31, 2013
(April 1, 2012 to March 31, 2013)
Shareholders' equity
Share capital

150,000

Beginning balance
Changes during the year-

Total changes during the year

150,000

Ending balance
Retained earnings

1,104,810

Beginning balance
Changes during the year

(40,266)
129,578(49)(101,860)(110)(3,785)(16,494)
1,088,315

Dividends
Net income
Disposition of treasury shares
Retirement of treasury shares
Changes in the scope of consolidation
Others (Note)
Total changes during the year
Ending balance
Treasury shares(109,418)

Beginning balance
Changes during the year

(43)
364
101,860
102 181
102,181(7,237)

Repurchase of treasury shares
Disposition of treasury shares
Retirement of treasury shares
T t l changeshdduringi th
Total
the yearEnding balance
Total shareholders' equity

1,145,391

Beginning balance
Changes during the year

(40,266)
129,578
(43)
314
(110)
(3,785)85,686
1,231,078

Dividends
Net income
Repurchase of treasury shares
Disposition of treasury shares
Changes in the scope of consolidation
Others (Note)
Total changes during the year
Ending balance

41

(Yen in millions)Year ended March 31, 2013
(April 1, 2012 to March 31, 2013)
Accumulated other comprehensive income
Unrealized gains on securities, net of tax

828,245

Beginning balance
Changes during the year

344,651

Net changes in items other than shareholders' equity

344,651
1,172,896

Total changes during the year
Ending balance
Deferred gains (losses) on hedge transactions

22,780

Beginning balance
Changes during the year

(859)
(859)

Net changes in items other than shareholders' equity
Total changes during the year

21,921Ending balance
Foreign currency translation adjustments(156,812)

Beginning balance
Changes during the year
Net changes in items other than shareholders' equity

71,586

Total changes during the year

71,586(85,226)

Ending balance
Share acquisition rights

1,598

Beginning balance
Changes during the year

164
164

Net changes in items other than shareholders' equity
Total changes during the year

1 763
1,763

Ending balance
Non-controlling interests

16,261

Beginning balance
Changes during the year

4,487
4,487
20,749Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Total net assets

1,857,465

Beginning balance
Changes during the year

(40,266)
129,578
(43)
314
(110)
(3,785)420,031505,718
2,363,183

Dividends
Net income
Repurchase of treasury shares
Disposition of treasury shares
Changes in the scope of consolidation
Others (Note)
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance(Note) “Others” consisted mainly of reclassification adjustments of deferred tax in accordance with accounting standards adopted by foreign
consolidated subsidiaries, etc.

42Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 84 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.
Delphi Financial Group, Inc.
SIG Holdings, Inc.
Safety National Casualty Corporation
Reliance Standard Life Insurance Company
Reliance Standard Life Insurance Company of Texas
Kiln Group Limited
Kiln Underwriting Limited
Tokio Millennium Re (UK) Limited
Tokio Marine Underwriting Limited
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 Life Insurance Malaysia Bhd.
Tokio Marine Seguradora S.A.
Tokio Millennium Re Ltd.
Tokio Marine Financial Solutions Ltd.
Delphi Financial Group, Inc., SIG Holdings, Inc., Safety National Casualty Corporation, RelianceStandard Life Insurance Company, Reliance Standard Life Insurance Company of Texas and 17
other companies are included in the consolidation from the fiscal year ended March 31, 2013
because these entities became subsidiaries of the Company through the acquisition of shares orformation as new companies.
Beginning with the fiscal year ended March 31, 2013, TMNA Services, LLC is included in the
consolidation due to an increase in materiality.
Tersk LLC and one other company are excluded from the consolidation because it has been
dissolved or for other reasons.

43

(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: 10 companies
Names of major affiliates accounted for by the equity method:
Edelweiss Tokio Life Insurance Company Limited
WNC Acquisition, Inc. is no longer an affiliate accounted for by the equity method because it
merged with WNC Insurance Holding Corp., an affiliate of the Company accounted for by theequity method.
(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 74 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
a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
44

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 buildings(excluding fixtures attached to such buildings, etc.) that were acquired on or after April 1, 1998 is45

computed using the straight-line method.
(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates)
Starting from the first quarter of the fiscal year ended March 31, 2013, the Company and its major
consolidated domestic subsidiaries have revised their depreciation method for tangible fixed assets
acquired on or after April 1, 2012, in accordance with the revision of the Corporation Tax Act.
The changes had immaterial impact on ordinary profit and income before income taxes for the year
ended March 31, 2013.
(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
To provide for employees’ retirement benefits, the Company and its domestic consolidated subsidiaries
have recorded the amount deemed to be incurred at the end of the fiscal year ended March 31, 2013
based on the projected retirement benefit obligations and related pension assets at the end of the fiscal
year ended March 31, 2013.
Prior service costs are charged to expenses in each subsequent consolidated fiscal year by using the46

straight-line method over a certain term (7-14 years) within the average remaining service years of theemployees when such costs were incurred.
Actuarial differences are charged to expenses in the subsequent consolidated fiscal year by using thestraight-line method over a certain term (5-14 years) within the average remaining service years of theemployees.
c. 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, 2013, which is
calculated in accordance with their internal remuneration regulations.
d. 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.
e. 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.
(6) 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.
(7) 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.
(8) 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 the47

hedge 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, 2013 were 18,638 million yen and the amount accounted
for in the consolidated financial statements for the fiscal year ended March 31, 2013 was 4,054 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.
(9) 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. (“PHLY”), 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.
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.
(10) 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.

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 353,920 million yen, and deferred capital gain
for tax purpose is 20,438 million yen.

48

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 9,871 million yen. The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 414 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 3,594 million yen.
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 3 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 5,859 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 361,180 million yen in securities and 24,242 million
yen in savings deposits. Collateralized debt obligations are held to the value of 112,691 million yen
in outstanding claims, 64,925 million yen in underwriting reserve and 29,510 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 225,967 million yen and arewholly held by the Company.
5. Securities include securities lent under loan agreements of 1,230,013 million yen.
6. The outstanding balance of undrawn committed loans is as follows.

Total loan commitments
Balance of drawn committed loans
Undrawn loan commitments(Yen in millions)
70,9189,565
61,35249

7. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Act totals 2,240,042 million yen.
8. Total investment in non-consolidated subsidiaries and affiliates is 81,913 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries.
guarantee to its subsidiaries as of March 31, 2013 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

The balance of the(Yen in millions)
4,670
3,418
27,20035,289

10. Other assets include 17,929 million yen of deferred assets under Article 113 of the Insurance
Business Act.

Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
430,258
Salaries
231,249
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. Other extraordinary gains are gain on liquidation of subsidiaries and affiliates amounting to 1,370
million yen.
3. The Group recognized impairment losses on the following properties.
Purpose of use
Properties forbusiness use(insurance andnursing careservices)
Properties for rent
Idle or potential
disposal
properties

Category

Location

Buildings andothers4 properties
including equipment
attached to buildingsin Suginami-ku,
Tokyo
A building in
Akashi-shi, Hyogo
13 properties
including a training
center in Aso-gun,
Kumamoto

Land andbuildings
Land,buildings andothers

Total

Impairment loss (Yen in millions)
Land
Building Others
Total
95
90
186

169

187

-

356

897

953

0

1,851

1,066

1,236

91

2,395

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 and50

idle 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 rent and idle orpotential disposal properties fell below the recoverable values. 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. Recoverable values are either the higher of the
net sales price or the utility values of each property. Net sales price is the market value assessed byreal estate appraisers minus anticipated expenses for disposal of the relevant properties. The
Company calculated the utility values of the relevant properties by discounting projected future cash
flows at a rate of 9.1 percent.
An impairment loss of 1,433 million yen, equivalent to the entire goodwill related to Edelweiss Tokio
Life Insurance Company Limited ("Edelweiss") , was recognized and recorded as "equity in losses ofaffiliates" under ordinary expenses at the end of the fiscal year ended March 31, 2013 because theCompany concluded that Edelweiss would not achieve the income initially expected in the businessplan developed at the time of the Company's investment.
4. The main components of other extraordinary losses are 5,634 million yen of impairment losses oninvestment in subsidiaries and affiliates and 2,005 million yen of early retirement bonus and others.

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, 2012

Increase during
the fiscal year
ended March 31,
2013

Decrease during
the fiscal year
ended March 31,
2013(Thousand shares)
Number ofshares as ofMarch 31,2013

Issued shares
Common share
Total
Treasury share

804,524804,524-

35,00035,000769,524
769,524

Common share
Total

37,596
37,59619
1935,12535,125

2,490
2,490

Notes: 1. The decrease of 35,000 thousand issued shares is attributable to retirement of treasury
shares.

51

2. The increase of 19 thousand treasury shares is attributable to acquisition of sharesconstituting less than one unit of common share.
3. The decrease of 35,125 thousand treasury shares is primarily attributable to retirementof treasury shares which decreased treasury share by 35,000 thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2013
(Yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

1,763

3. Dividends(1) Amount of dividends
Resolution
Ordinary general
meeting ofshareholders heldon June 25, 2012
Meeting of theboard of directors
held on November
19, 2012

Class ofshare

Total amountof dividends
paid(Yen inmillions)

Amount ofdividends per
share
(Yen)

Record dateCommonshare

19,17325.00

March 31,2012

June 26,
2012

Commonshare

21,09327.50

September
30, 2012

December 4,2012

Effectivedate(2) Dividends of which the record date falls within the fiscal year ended March 31, 2013, and of which
the effective date falls on or after April 1, 2013.
The Company intends to obtain approval for the following dividend payment at the 11th Ordinary
General Meeting of Shareholders to be held on June 24, 2013.
Total
amount ofAmount ofClass ofdividends
Source ofdividends
RecordEffective
Resolution
share
paid
dividends
per sharedate
date(Yen in(Yen)millions)
Ordinary general
meeting ofCommonRetained
March 31, June 25,
21,09327.50
shareholders to beshareearnings
2013
2013
held on June 24, 2013

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 cash52

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.

53

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, 2013.
(Yen in millions)
Carrying amountshown on balance
Fair value
Difference
sheet
(1)
Cash and bank deposits
436,113436,20793(2)
Call loans
211,216
211,216(3)
Receivables under resale
299,917299,917agreements(4)
Receivables under security
28,36628,366borrowing transactions(5)
Monetary receivables bought
796,022
796,022(6)
Money trusts
5,399
5,399
(7)
Securities
Trading securities
2,443,824
2,443,824
Bonds held to maturity
2,615,786
2,898,517
282,730
Bonds earmarked for
184,135
196,305
12,170underwriting reserves
Available for sale securities
8,319,673
8,319,673
(8)

(9)
(10)
(11)

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

279,144-7,795
271,349

283,457

12,108(139,304)(142,157)(2,852)(1,113,960)(1,113,960)-

21,07721,077-(*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.

54

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: 281,342 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: 101,740 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, 2013

Fair value as of March 31, 2013

78,795

123,833

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, 2013 is primarily based on appraisals by qualified external
valuers.

Per share information

55

Net assets per share
Net income per share

3,051.58 yen
168.93 yen

Others
1. Business combination by acquisition
On May 15, 2012, through Tokio Marine & Nichido, a subsidiary of the Company, the Company
acquired 100% of the issued shares of Delphi Financial Group, Inc. ("Delphi"), a U.S. life andproperty and casualty insurance group.
(1) Outline of the business combinationa. Name of the acquiree
Delphi Financial Group, Inc.
b. BusinessInsurance group holding company
c. Business combination objectives
Tokio Marine Group is: (1) seeking further growth in both the earnings and scale of its overseas
businesses; (2) creating a more diverse business portfolio; and (3) establishing new business
opportunities through synergies with PHLY and other current U.S. operations.
d. Date of the business combination
May 15, 2012
e. Form of the business combination
Reverse triangular merger under Delaware business combination laws
f. Voting rights acquired through the business combination
100%(2) Period for which the acquiree’s operating results are included in the consolidated statements ofincome of the Company
From July 1, 2012 to December 31, 2012
(3) Acquisition cost and its detail
Consideration for Delphi shares acquired
Direct costs of the acquisition
Acquisition cost

213,570

million yen

1,484

million yen

215,054

million yen(4) Amount, reason for recognition, method and period of amortization of goodwill
a. Amount of goodwill
41,355 million yen
b. Reason for recognition of goodwill
The acquisition cost of the aquiree, which was calculated by taking into account projections of theacquiree’s future revenue as of the valuation date, exceeded the net amounts of assets acquired andliabilities assumed.
c. Period and method of amortization of goodwill
5 years using the straight line method56

(5) Assets and liabilities assumed on the date of the business combination and the main components
Item
AmountItem
Amount（Yen in millions）（Yen in millions）
Total assets
770,550 Total liabilities
597,525
Securities included in total assets

433,488

Insurance liabilities included in
total liabilities

462,969(6) Approximate impact on the consolidated statements of income, assuming that the businesscombination took place on the first day of the fiscal year ended March 31, 2013
The ordinary income, ordinary profit and net income would have increased by approximately 91,275
million yen, 2,966 million yen and 1,900 million yen, respectively.
These amounts represent the difference between the actual figures on consolidated statements ofincome of the Company for the fiscal year ended March 31, 2013 and the hypothetical amount ofconsolidated ordinary income, ordinary profit and net income, including Delphi's figures, calculated
assuming that the business combination was completed at the beginning of the fiscal year ended
March 31, 2013. The amortized amount of goodwill was calculated assuming that the entire
goodwill for the acquisition recognized at the time of the business combination had arisen at the
beginning of the fiscal year ended March 31, 2013.
The above amounts are un-audited.

2. Business combination by business transfer
On September 1, 2012, Tokio Marine Insurans (Malaysia) Berhad, a subsidiary of the Company,
acquired the property and casualty insurance business from MUI Continental Insurance Berhad("MUI") under the laws pertaining to insurance business in Malaysia.
(1) Outline of the business combinationa. Name of the acquiree
MUI Continental Insurance Berhadb. Business acquired
Property and casualty insurance businessc. Business combination objectives
Tokio Marine Group mainly seeks to reinforce the base of its property and casualty insurance
business in Malaysia, to improve business efficiency by increasing the scale of business to obtain
growth opportunities, and also to provide more customer-oriented products and services in
Malaysia.
d. Date of the business combination
September 1, 2012
e. Form of the business combination
Business transfer(2) Period for which the operating results of the business transferred are included in the consolidated
statements of income of the Company
From October 1, 2012 to December 31, 201257

(3) Acquisition cost and its detail
Consideration for the business transferred
Acquisition cost

4,571

million yen

4,571

million yen(4) Amount, reason for recognition, method and period of amortization of goodwill
a. Amount of goodwill
3,748 million yen
b. Reason for recognition of goodwill
The acquisition cost of the business, which was calculated by taking into account projections of
the acquiree’s future revenue as of the valuation date, exceeded the net amounts of assets acquired
and liabilities assumed.
c. Period and method of amortization of goodwill
5 years using the straight line method(5) Assets and liabilities assumed on the date of the business combination and the main components
Item
AmountItem
Amount（Yen in millions）（Yen in millions）
Total assets
8,165
Total liabilities
7,342
Cash and bank deposits in total
assetsInsurance liabilities included in
total liabilities

6,517

58

4,956

Non-consolidated Balance Sheet as of March 31, 2013
(Yen in millions)
As of March 31, 2013
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:
Long-term accounts payable
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

59

2,678
0
10,105
4
12,788

176
6
47
230
0
0
2,496,088
84
2,496,172
2,496,404
2,509,192

386
260
69
9
57
14
478
1,276
16
179
195
1,472

150,000
1,511,485
1,511,485
851,708332,275
519,432
851,708-7,2372,505,956
1,763
2,507,720
2,509,192

Non-consolidated Statement of Income for the fiscal year ended March 31, 2013
(Yen in millions)Year ended March 31, 2013
(April 1, 2012 to March 31, 2013)
Operating income:
Dividends received from subsidiaries and affiliates

42,798Fees received from subsidiaries and affiliates

5,919

Total operating income

48,718Operating expenses:
Operating and general administrative expenses

6,773

Total operating expenses

6,773

Operating profit

41,944Non-operating income:Interest income

1Interest on securities

5

Gain on forfeiture of unclaimed dividends

33

Gain on forfeiture of unclaimed payables forclearing fractional shares

27

Other non-operating income

0

Total non-operating income

68

Non-operating expenses:
Miscellaneous expenses

146

Total non-operating expenses

146

Ordinary profit

41,866Extraordinary losses:
Losses on disposal of fixed assets

0

Total extraordinary losses

0

Income before income taxes

41,866

Income taxes-current

5

Total income taxes

5

Net income

41,86060

Non-consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2013
(Yen in millions)Shareholders' equity
Retained earnings
Other retained earnings

Capital surplus

Beginning balance as of April 1, 2012

Share capital

Additional
paid-in capital

150,000

1,511,485

OthersGeneralreserve

86,457Retainedearnings carriedforwardTreasuryshares-109,418

Total
shareholders'equity732,275

133,292

2,504,091-400,000

400,000-

Dividends-40,266-40,266

Net income

41,86041,860Changes during the year
General reserve

Repurchase of treasury shares

-43

-43

Disposition of treasury shares

-49

364

314

Retirement of treasury shares-101,860

101,860-

Transfer from retained earnings tocapital surplus

15,453-15,453-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2013--

-86,457-400,000

386,140

102,1811,865

150,000

1,511,485-

332,275

519,432-7,2372,505,956

ShareacquisitionrightsBeginning balance as of April 1, 2012

1,598

Total net
assets2,505,690

Changes during the year
General reserve-

Dividends-40,266

Net income

41,860

Repurchase of treasury shares-43

Disposition of treasury shares

314

Retirement of treasury shares-

Transfer from retained earnings tocapital surplus-

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2013

164

164

164

2,029

1,763

2,507,720

61

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(Changes in accounting policies which are difficult to distinguish from changes in accounting
estimates)
Starting from the fiscal year ended March 31, 2013, the Company has revised its depreciation
method for tangible fixed assets acquired on or after April 1, 2012, in accordance with the revisionof the Corporation Tax Act.
The changes had immaterial impact on ordinary profit or income before income taxes for the year
ended March 31, 2013.
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, 2013.
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:

182 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables
1,530 million yen
Debts payable
263 million yen

62

3. Debts payable to directors and audit & supervisory board members:
Long-term debts payable
16 million yen

Notes to the non-consolidated statement of income
Transactions with affiliates:
Operating transactions
Operating income
Operating expenses
Transactions other than operating transactions

48,718 million yen
1,164 million yen
0 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, 2013:
Common share
2,490,205 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
Others
744 million yen
Subtotal
34,385 million yen
Valuation allowance-34,385 million yen
Total deferred tax assets- million yen
Net deferred tax assets- million yen

Per share information
Net assets per share
Net income per share

3,267.07 yen
54.57 yen

Notes on subsequent events
The Company resolved at the Board of Directors’ Meeting held on April 26, 2013 to transfer all of
the Company’s shares of Tokio Marine Seguradora S.A., a subsidiary of the Company, to Tokio
Marine & Nichido, another subsidiary of the Company, as contributions in kind.

(1) Objectives:
The Group has been operating two entities in Brazil: one subsidiary of the Company and one
subsidiary of Tokio Marine & Nichido. The Company seeks to streamline the operations and63improve the Group's capital efficiency through the contributions in kind and plans toconsolidate the two entities in Brazil thereafter.
(2) Overview of the subsidiary:
Name of the company: Tokio Marine Seguradora S.A.
Business: Property and casualty insurance and life insurance(3) Book value of the shares of the subsidiary:
47,717 million yen(4) Shareholding ratio after contributions in kind:None(5) Date for contributions in kind:
Late June, 2013 (Scheduled)64

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 16, 2013
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Takaaki Ino, CPA
Designated Partner and Engagement
Partner
Masahiko Nara, 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, 2012 and ended on March 31, 2013. 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.
65

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.
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.

66

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 16, 2013
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Takashi Sasaki, CPA
Designated Partner and Engagement
Partner
Takaaki Ino, CPA
Designated Partner and Engagement
Partner
Masahiko Nara, 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 11th fiscal year that began on April 1, 2012 and ended on March 31, 2013.
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,67

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.

68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, 2012 and ended on March 31, 2013 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, 2013 based on the69

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, 2013.
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 17, 2013
Audit & Supervisory Board,
Tokio Marine Holdings, Inc.

70

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.

71