TOKIO MARINE HOLDINGS, INC.

Transcription

1 TOKIO MARINE HOLDINGS, INC. FORM 20-F (Annual and Transition Report (foreign private issuer)) Filed 09/27/06 for the Period Ending 03/31/06 Telephone CIK Symbol TKOMY SIC Code Fire, Marine and Casualty Insurance Industry Property & Casualty Insurance Sector Financials Fiscal Year 03/31 Copyright 2017, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2006 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: Kabushiki Kaisha Millea Holdings (Exact name of Registrant as specified in its charter) Millea Holdings, Inc. (Translation of Registrant s name into English) Japan (Jurisdiction of incorporation or organization) Tokyo Kaijo Nichido Building Shinkan, 2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo , Japan (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Name of each exchange on which registered Common Stock NASDAQ (*) American Depositary Shares represented by American Depositary Receipts, NASDAQ each of which represents.005 of one share of our Common Stock Indicate the number of outstanding shares of each of the issuer s classes of capital or common stock as of the close of the period covered by the annual report. Common Stock: 1,680, shares as of March 31, 2006 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

3 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer Accelerated Filer Non-accelerated Filer Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No * Not for trading, but only for technical purposes in connection with the registration of the ADSs.

4 TABLE OF CONTENTS Page Forward-Looking Statements 3 Selected Financial Data 4 Risk Factors 6 Exchange Rates 13 Market Price Information 14 Dividend Policy 15 Major Shareholders 16 Business 18 Management s Discussion and Analysis of Financial Condition and Results of Operations 44 Directors and Corporate Auditors 87 The Japanese Insurance Industry 92 Regulation 94 Description of Common Stock 99 Taxation 109 Controls and Procedures 113 Code of Ethics 113 Principal Accountant Fees and Services 114 Relief From Certain NASDAQ Corporate Governance Rules 115 Where You Can Find More Information 118 Index to Financial Statements F-1 List of Exhibits Cross Reference Index for Form 20-F Signatures We were formed on April 2, 2002 as the holding company for The Tokio Marine and Fire Insurance Company, Limited and The Nichido Fire and Marine Insurance Company, Limited in a statutory share transfer under Japanese law. In October 2004, we merged the two companies and named the new combined entity Tokio Marine & Nichido Fire Insurance Co., Ltd. For a more detailed description of the background to our formation and the merger of our property and casualty insurance subsidiaries, please refer to Business Group Overview in this annual report. As used in this annual report, references to: Millea Holdings, we, us and our are to (1) Millea Holdings, Inc., (2) Millea Holdings, Inc. and its direct and indirect subsidiaries or (3) Tokio Marine & Nichido Fire Insurance Co., Ltd. and/or other operating subsidiaries of Millea Holdings, Inc., as the context may require; Tokio Marine & Nichido are to Tokio Marine & Nichido Fire Insurance Co., Ltd. and/or either or both of its predecessors, as the context may require; Tokio Marine are to The Tokio Marine and Fire Insurance Company, Limited, a predecessor of Tokio Marine & Nichido; Nichido Fire are to The Nichido Fire and Marine Insurance Company, Limited, a predecessor of Tokio Marine & Nichido; Tokio Marine & Nichido Life are to Tokio Marine & Nichido Life Insurance Co., Ltd.; and Tokio Marine & Nichido Financial Life are to Tokio Marine & Nichido Financial Life Insurance Co., Ltd. 2

5 Unless the context otherwise requires, references to the business or financial results of: Tokio Marine & Nichido are to those of Tokio Marine & Nichido and its consolidated subsidiaries; Tokio Marine are to those of Tokio Marine and its consolidated subsidiaries prior to its October 2004 merger with Nichido Fire; Nichido Fire are to those of Nichido Fire and its consolidated subsidiaries prior to its October 2004 merger with Tokio Marine; Tokio Marine & Nichido Life are to those of Tokio Marine & Nichido Life only; and Tokio Marine & Nichido Financial Life are to those of Tokio Marine & Nichido Financial Life only. As used in this annual report, yen or means the lawful currency of Japan and dollar or $ means the lawful currency of the United States of America. As used in this annual report, Japanese GAAP means generally accepted accounting principles in Japan and U.S. GAAP means generally accepted accounting principles in the United States of America. In tables appearing in this annual report, figures may not add up to totals due to rounding. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that are based on our current expectations, intentions, assumptions, estimates and projections about our businesses, operations, strategies and plans, about the insurance industry, and about capital markets around the world. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, estimate, plan, intend or similar words. These statements discuss future expectations, identify strategies, contain projections of results of operations or financial condition, or state other forward-looking information. These forward-looking statements are subject to various risks and uncertainties. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contained in any forward-looking statement. We cannot promise that the expectations expressed in these forward-looking statements will turn out to be correct. Our actual results could be materially different from and worse than our stated expectations. Important risks and factors that could cause actual results to be materially different from those expectations are set forth in Risk Factors and elsewhere in this annual report. 3

6 SELECTED FINANCIAL DATA The following selected consolidated financial data of Millea Holdings and its subsidiaries as of and for each of the five years ended March 31, 2006 are derived from the audited U.S. GAAP consolidated financial statements of Millea Holdings for those periods. You should read the information below in conjunction with the U.S. GAAP consolidated financial statements of Millea Holdings, including the related notes, included elsewhere in this annual report. As of and for the year ended March 31, 2006 (1) 2005 (1) 2004 (1) 2003 (1) 2002 (1) (yen in millions, except share numbers, per share data and percentages) Statement of income data: Net premiums written 1,974,646 1,925,407 1,945,246 1,898,557 1,381,483 Premiums earned 1,952,304 1,895,650 1,860,203 1,760,968 1,342,962 Life premiums (2) 281, , , , ,208 Net investment income 164, , , , ,681 Total operating income (2) 2,635,685 2,409,097 2,207,518 2,187,103 1,648,512 Total operating costs and expenses (2) 2,405,254 2,302,491 2,055,251 1,985,795 1,539,844 Income before extraordinary items and cumulative effect of accounting changes 156,960 77, , ,694 75,252 Extraordinary items (3) 14, ,323 Cumulative effect of accounting changes, net of tax (4) (26) 85,465 Net income 156,960 91, , , ,717 Balance sheet data: Total investments 12,837,495 10,304,749 9,393,222 8,345,203 6,628,825 Total assets 15,516,117 12,894,898 12,200,373 10,893,363 8,559,177 Total stockholders equity 4,440,243 3,432,640 3,408,351 2,824,316 2,509,694 Common stock 150, , , , ,995 Number of shares issued (in thousands) (5) 1, , , , ,549,692 Number of shares held as treasury stock (in thousands) (6) Per share data (7): Net income basic 92,438 52,531 56, , ,709 Net income diluted 92,426 51,855 56, , ,709 Cash dividends declared (8) 15,000 11,000 11,000 10,000 8,500 $ $ $ $ $ Key ratios (9): Net loss ratio 61.1 % 66.6 % 56.4 % 54.2 % 54.9 % Combined loss and expense ratios 97.1 % % 92.6 % 91.7 % 94.3 % (1) Our U.S. GAAP consolidated financial statements for the fiscal years ended March 31, 2006, 2005, 2004 and 2003, from which some of the data in this table are derived, reflect the inclusion in those financial statements of the results of operations and financial position of Nichido Fire and its consolidated subsidiaries from and after the date of our formation on April 2, Consistent with U.S. GAAP and with Exchange Act requirements regarding the presentation of our financial statements, our U.S. GAAP consolidated financial statements for the fiscal year ended March 31, 2002 have not been restated to include 4

7 the results of operations and financial position of Nichido Fire and its consolidated subsidiaries for such fiscal year. Accordingly, the amounts shown in this table for the fiscal years ended March 31, 2006, 2005, 2004 and 2003 are not directly comparable to the amounts shown for the fiscal year ended March 31, See Management s Discussion and Analysis of Financial Condition and Results of Operations Business Combination. (2) Certain amounts in our U.S. GAAP consolidated financial statements for the fiscal years ended March 31, 2005, 2004 and 2003 have been reclassified to conform to the new classifications adopted during the fiscal year ended March 31, Corresponding amounts in our U.S. GAAP consolidated financial statements for the fiscal year ended March 31, 2002 have not been similarly reclassified as they were not significant for such fiscal year. Accordingly, such reclassified amounts shown in this table for the fiscal years ended March 31, 2006, 2005, 2004 and 2003 are not directly comparable to the amounts shown for the fiscal year ended March 31, (3) Extraordinary items for the fiscal year ended March 31, 2003 represent unallocated negative goodwill arising from the business combination with Nichido Fire. Extraordinary items for the fiscal year ended March 31, 2005 represent unallocated negative goodwill arising from the business combination with Nisshin Fire. See Management s Discussion and Analysis of Financial Condition and Results of Operations Business Alliance. (4) In accordance with the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, we recognized Cumulative effect of accounting changes, net of tax for the fiscal year ended March 31, In accordance with the adoption of Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts issued by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants, we recognized Cumulative effect of accounting changes, net of tax for the fiscal year ended March 31, (5) In connection with our formation on April 2, 2002, each 1,000 shares of Tokio Marine common stock were exchanged for one share of our common stock. (6) Includes shares held by our subsidiaries as of March 31, (7) To facilitate comparability of the per share data from year to year after the share exchange in connection with our formation, the per share data for the fiscal years ended March 31, 2006, 2005, 2004 and 2003 are calculated based on 1.00 of our shares, while the per share data for the fiscal year ended March 31, 2002 is calculated based on 1,000 of Tokio Marine s shares. The per share data are calculated using the weighted average number of shares outstanding for the period. (8) The U.S. dollar amounts represent translations of the Japanese yen amounts at the noon buying rates for Japanese yen per $1.00 in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York in effect on the respective dividend payment dates. (9) The key ratios relate to property and casualty insurance only. The net loss ratio is calculated by dividing losses incurred by premiums earned. The combined ratio is the sum of the ratio of loss and loss adjustment expenses incurred to premiums earned and the ratio of underwriting and administrative expenses incurred to premiums written. A combined ratio under 100% represents an underwriting profit and over 100% represents an underwriting loss. 5

8 RISK FACTORS If you own our securities, you should carefully consider the risks described below. Our business, operating results and financial condition could be materially adversely affected by any of these risks. In addition, this annual report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this annual report. Risks Relating to Our Business If economic conditions in Japan again worsen, our financial condition and results of operations may be adversely affected. We derive most of our insurance underwriting revenues from Japan. In addition, a substantial majority of the investments in our investment portfolio are Japanese equity securities, bonds and loans. Accordingly, our financial condition and results of operations are very dependent on economic conditions in Japan. The Japanese economy experienced a significant downturn in the early 1990s and the Nikkei Stock Average, which is one of the major benchmarks for equity prices in Japan, reached its lowest level in twenty years in April While economic conditions improved in the fiscal years ended March 31, 2004, 2005 and 2006 and equity prices have risen since late April 2003, if economic conditions again worsen, due to factors including but not limited to current or future high oil prices, it could have a significant impact on our financial condition and results of operations. A decline in the Japanese stock market may adversely affect our results of operations and financial condition. We invest our policyholders premiums in a portfolio of assets, including Japanese stocks. As of March 31, 2006, equity securities available for sale represented approximately 39.0% of the value of our total investments other than investments in related parties. The market values of these equity securities are inherently volatile. We intend to hold our equity investments for the long term, but we may incur losses on our equity securities portfolio if the Japanese stock market again experiences declines or if other economic factors cause the value of our equity securities to decline. A significant decrease in the market value of these equity securities could have a negative impact on our financial condition and results of operations. Fluctuations in interest rates may adversely affect our results of operations. We are subject to interest rate risk due to our investments in fixed income instruments and derivatives as well as deposit-type insurance and long-term insurance liabilities. As of March 31, 2006, fixed income instruments represented approximately 43.0% of the value of our total investments other than investments in related parties. An increase in interest rates decreases the value of our fixed income portfolio and thereby adversely affects our financial condition. An increase in interest rates also decreases the value of our interest rate derivatives positions and thereby adversely affects our results of operations. However, even though the current value of our fixed income portfolios and derivatives positions would decrease with an increase in interest rates, such decrease would be expected to be more than offset by a decrease in the value of our deposit-type insurance and long-term insurance liabilities. On the other hand, a decrease in interest rates may adversely affect our financial position because the amount of increase in the current value of our liabilities would be expected to exceed the amount of increase in the current value of our fixed income portfolio and derivatives positions. 6

9 Despite our hedging and other risk management activities to limit our exposure to changes in interest rates, we still maintain exposure to interest rate risk. See Management s Discussion and Analysis of Financial Condition and Result of Operations Quantitative and Qualitative Disclosures about Market Risk. Defaults in our fixed income and loan portfolios may adversely affect our results of operations and financial condition. Issuers of fixed income instruments and loan borrowers may default on principal and interest payments with respect to fixed income instruments and loans we hold. Economic sluggishness, a decline of equity market prices or real estate prices in Japan, an increase in the number of insolvency procedures in Japan or a combination of these events or other factors may increase defaults by issuers or borrowers. A continuation of, or an increase in, defaults may require us to record losses on our fixed income and loan portfolios and may adversely affect our results of operations and financial condition. Our foreign assets and liabilities are exposed to foreign currency fluctuations. We are holding assets and liabilities denominated in foreign currencies such as the U.S. dollar, the euro and the pound sterling. A decrease in the fair value of assets or an increase in the fair value of liabilities as a result of foreign currency fluctuations could adversely affect our financial position. Fluctuations in foreign exchange rates also create foreign currency translation gains or losses. Japan is prone to natural disasters that can result in substantial claims under non-life insurance policies. Japan is subject to earthquakes, typhoons, windstorms, volcanic eruptions and other types of natural disasters, the frequency and severity of which are inherently unpredictable. Over the past several years, changing weather patterns and climatic conditions such as global warming have added to the unpredictability and frequency of natural disasters in certain parts of the world and created additional uncertainty as to future trends and exposures. During the fiscal year ended March 31, 2005, Japan experienced more severe typhoons in significantly higher number than in previous years and in the fiscal year ended March 31, As a result, in the fiscal year ended March 31, 2005, we recorded typhoon and other natural disaster-related insurance claims (including fire and automobile) in the amount of billion, which was the highest amount of such insurance claims we have recorded since the fiscal year ended March 31, These natural disasters can have a serious impact on property and casualty insurers, depending on the frequency, nature and scope of the disaster, the amount of insurance coverage that the insurer has written in respect of the disaster, the amount of claims for losses, the timing of claims and the extent to which the insurer s liability is covered by reinsurance. In order to mitigate the effect of disasters, we set our premium rates at levels which we believe are adequate to accommodate the effect of disasters and cede certain of the relevant risks to reinsurers under reinsurance policies. However, the occurrence of a natural disaster the severity of which we did not predict, or for which we did not adequately reinsure, could significantly affect our financial position and results of operations. In addition, if the frequency of occurrences of typhoons increases, we may be required to significantly increase our loss reserves relating to natural disaster-related insurance claims in the future, which could have a material adverse effect on our results of operations and financial condition. We may be required to augment our reserves in case of unforeseen losses. The insurance business is unlike manufacturing and most other businesses in that, at the time of a sale, when the insurance policy is written and the premium is paid, the cost of sale or the payment of a claim for a loss under the insurance policy is not yet conclusively determined. Losses may occur whose type or magnitude was not foreseen by the insurance company or the insurance industry generally at the time the insurance policies were written. If this type of deficiency arises with respect to our insurance liability reserves, we would have to augment our reserves or otherwise incur a charge to earnings, which in turn could have a material adverse effect on our results of operations. Historically, Japanese insurance companies have not experienced these unforeseen 7

10 losses, unlike insurance companies in some other countries. For example, the U.S. insurance industry experienced significant losses with respect to unexpected claims resulting from the harmful effects of asbestos use. Our loss reserves could substantially increase if similar claims are made against our insurance policies for risks which we did not anticipate. Disasters such as typhoons and earthquakes that affect broad areas could result in an unexpected increase of claims for loss under insurance policies and increase our demand for liquidity. As a result, we may be forced to raise capital at a higher interest rate or sell assets at a lower price than we otherwise would, which could adversely affect our financial condition. Our financial results may be materially adversely affected by unpredictable events. Our business, results of operations and financial condition may be materially adversely affected by unpredictable events and their consequences. Unpredictable events include single or multiple man-made or natural events that, among other things, cause unexpectedly large market price movements, increases in claims or deterioration of economic conditions of certain countries or regions, such as the terrorist attack on the United States on September 11, 2001, the outbreak of Severe Acute Respiratory Syndrome (SARS) in Asia in 2003 or the recent outbreaks of the bird flu. We are subject to risks associated with reinsurance. Like many other non-life insurance companies, Tokio Marine & Nichido utilizes reinsurance to provide greater capacity to write larger policies and to control its exposure to extraordinary losses or catastrophes. Reinsurance is a form of insurance that insurance companies buy for their own protection. An insurance company, referred to as a reinsured, reduces its possible maximum loss on risks by giving, or ceding, a portion of its liability to another insurance company, referred to as a reinsurer. Reinsurance is subject to prevailing market conditions, both in terms of price, which could affect our profitability, and in terms of availability, which could affect our ability to offer insurance. In addition, we are subject to credit risk with respect to our ability to recover amounts due from our reinsurers, as the ceding of reinsurance does not relieve us of our liability as the direct insurer to policyholders. Tokio Marine & Nichido Life and Tokio Marine & Financial Life also utilize reinsurance and are subject to the same risks typically associated with reinsurance. Deregulation, consolidation and the entry of new competitors has intensified competition in the Japanese insurance industry. Japan s current Insurance Business Law enacted in April 1996 contains provisions designed to deregulate and increase competition in the life and non-life insurance business in Japan. The Insurance Business Law has provisions permitting life insurance companies and non-life insurance companies to enter each other s business through subsidiaries. The Insurance Business Law also permits the entry of foreign insurance companies with global operations into the Japanese insurance market and the entry of new competitors that have traditionally been engaged in non-insurance business activities. Furthermore, an amendment to the Law Concerning the Non-Life Insurance Rating Organization in 1998 has allowed non-life insurers to set their own premium rates, which has effectively opened the door to premium rate competition. We operate in a business environment in which competition has intensified and accelerated due to these measures. In addition, anticipated changes in the financial services market, including the full liberalization of over-the-counter sales of insurance products at banks, are expected to accelerate competition in both price and quality of insurance products. Such competition could adversely affect our profitability. These measures for deregulation have also resulted in increased consolidation among non-life insurance companies and the formation of business alliances among non-life and life insurance companies. We compete with such alliances on the basis of products and services. See Business Competition. 8

11 We may not succeed in executing our growth strategies outside of Japan. To date, we have derived most of our insurance underwriting revenues from Japan. However, our strategy includes expanding our businesses in markets outside of Japan. Each of the following additional factors, among others, could affect our future international operations: The impact of economic slowdown or currency crises in economies outside Japan; Unexpected changes in or delays resulting from regulatory requirements; Exchange controls; Restrictions on foreign investment or the repatriation of profits or invested capital; Changes in the tax system or rate of taxation; Social, political and economic risks; Natural disasters; and Unexpected spread of contagious diseases. These and other factors could adversely affect our business, financial condition and results of operations. We may not succeed in executing our growth strategies in other businesses. As part of our growth strategy, we intend to develop our non-insurance businesses, such as asset management, health care and senior citizen related businesses. We may not succeed in competing in these competitive markets, particularly against companies with wellestablished operations. In addition, we may be required to make significant investments, and devote substantial management and other resources, in order to expand these businesses. If we are unable to compete successfully in these businesses, our results of operations and financial condition may be adversely affected. A downgrade in the financial strength ratings of our operating subsidiaries could limit our ability to market products, increase the number of policies being surrendered and hurt our relationships with customers and trading counterparties. Financial strength ratings, which are intended to measure an insurer s ability to meet policyholder obligations, are an important factor affecting public confidence in most of our products and, as a result, our competitiveness. A downgrade, or potential downgrade, of the financial strength ratings of our operating subsidiaries, including Tokio Marine & Nichido, Tokio Marine & Nichido Life and Tokio Marine & Nichido Financial Life, may limit our ability to sell our insurance and annuity products, adversely affect our reinsurance business and adversely affect the terms and conditions of the business we conduct with trading counterparties. Business interruptions, human factors or external events may adversely affect our financial results. Operational risk is inherent in our business and can manifest itself in various ways, including business interruptions, regulatory breaches, human errors, employee misconduct and external fraud. These events can potentially result in financial loss or harm to our reputation, or otherwise hinder our operational effectiveness. Our management attempts to control this risk and keep operational risk at appropriate levels. Notwithstanding these control measures, operational risk is part of the business environment in which we operate and we may incur losses from time to time due to operational risk. 9

12 System failures may adversely affect our reputation, operations and financial condition. System failure risk is inherent in our operations, which rely heavily on computer and other information systems. System failures due to unexpected events, the wrongful use of these systems due to deficient or defective security measures or failures due to deficient or defective development or operation of information systems could result in adverse effects on our operations, increased direct or indirect costs due to recovery operations as well as impaired reputation and credibility due to press coverage of such failures. We seek to manage and minimize our system failure risk and have implemented a contingency plan that would allow us to continue our operations in the event of a system failure. However, despite these measures to mitigate system failure risk, any significant system failure could still materially adversely affect our operations and financial condition. Unauthorized disclosure of personal information held by us may adversely affect our business. We keep and manage personal information obtained from customers in relation to our insurance business. In recent years, there have been many cases of personal information and records in the possession of corporations and institutions being improperly accessed or disclosed. The standards relating to protection of personal information that apply to us have become more stringent under the Law Concerning Protection of Personal Information and rules, regulations and guidelines relating thereto. The provisions of this law applicable to us became effective on April 1, Although we exercise care in protecting the confidentiality of personal information and take steps to ensure security of such information, if any material unauthorized disclosure of personal information does occur, our credibility and brand image may suffer. In addition, we may have to provide compensation for economic loss arising out of a failure to protect such information, thereby materially adversely affecting our results of operations and financial condition. Changes in existing, or new, Japanese regulations may materially impact our business, results of operations and financial condition. Our insurance business is subject to detailed, comprehensive regulation and supervision in Japan. Changes in existing, or new, insurance laws and regulations are unpredictable and beyond our control and may affect the way we conduct our business and the products we may offer in Japan. These changes in existing or new insurance laws and regulations may be more restrictive or may result in higher costs than current requirements. Also, such changes may require increases of various statutory reserves. If the actual experience on our products differs from management s estimates, our business, results of operations and financial condition could be materially adversely affected. The determination of liabilities and premiums for our property and casualty insurance, life insurance and annuity businesses is based on models which involve numerous assumptions and subjective judgments. There can be no assurance that ultimate actual experience on these products will not differ from management s estimates. In particular, experience on automobile insurance which could require large insurance payments, fire insurance that covers losses arising from natural disasters, third-sector insurance with lifetime-long contractual periods and variable annuities that are affected by fluctuations of stock prices are inherently difficult to estimate. If the actual experience differs from management s estimates, our business, results of operations and financial condition could be materially adversely affected. Litigation and regulatory investigations may adversely affect our financial results. We face risks of litigation and regulatory investigation and actions in connection with our operations. Lawsuits, including regulatory actions, may seek recovery of very large, indeterminate amounts or limit our operations, and their existence and magnitude may remain unknown for substantial periods of time. A substantial legal liability or a significant regulatory action could have a material adverse effect on our business, results of operations and financial condition. 10

13 In May 2005, one of Tokio Marine & Nichido s U.S. subsidiaries received subpoenas from the United States Attorney s Office for the Southern District of New York and the United States Securities and Exchange Commission, or the SEC, requesting documents relating to certain types of reinsurance transactions, in connection with what we believe are investigations involving a number of industry participants. We are cooperating with the relevant authorities with respect to these matters. At this time we are unable to predict the potential effects, if any, that these investigations may have upon us, the reinsurance markets and industry business practices. Any of the foregoing could have a material effect on our business, results of operations and financial condition relating to our reinsurance activities. It may not be possible for investors to effect service of process within the United States upon us or our directors, executive officers or corporate auditors, or to enforce against us or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We are a joint stock corporation organized under the laws of Japan. All of our directors, executive officers and corporate auditors reside outside of the United States. Many of our and their assets are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon us or these persons or to enforce against us or these persons judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We believe that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States. Since we are a holding company, our ability to pay operating and financing expenses and dividends depends on the financial performance of our principal operating subsidiaries. Our ability to pay dividends also depends on our own dividend-paying capacity. As a holding company, our ability to pay operating and financing expenses and dividends depends primarily on the receipt of sufficient funds from our principal operating subsidiaries. Statutory provisions regulate our operating subsidiaries ability to pay dividends. If our operating subsidiaries are unable to pay dividends to us in a timely manner and in amounts sufficient to pay our operating and financing expenses to declare and pay dividends and to meet our other obligations, we may not be able to pay dividends or we may need to seek other sources of liquidity. Under the Corporation Law of Japan, or the Corporation Law, we cannot declare or pay dividends unless we meet specified financial criteria on a parent-only basis. Generally, we will be permitted to pay dividends only if we have retained earnings on a non-consolidated balance sheet basis as of the end of the preceding fiscal year (determined in accordance with Japanese GAAP). Risks Relating to Owning Our American Depositary Shares Foreign exchange rate fluctuations may affect the U.S. dollar value of our American depositary shares and dividends payable to holders of our American depositary shares. Market prices for our American depositary shares, or ADSs, may fall if the value of the yen declines against the U.S. dollar. In addition, the U.S. dollar amount of cash dividends and other cash payments made to holders of our ADSs would be reduced if the value of the yen declines against the U.S. dollar. A holder of ADSs has fewer rights than a shareholder and must act through the depositary to exercise those rights. The rights of shareholders under Japanese law to take various actions, including voting their shares, receiving dividends and distributions, bringing derivative actions, examining a company s accounting books and 11

14 records, and exercising dissenters rights, are available only to holders of record on a company s register of shareholders. Because the depositary, through its custodian agent, is the registered holder of the shares represented by our ADSs, only the depositary is able to exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares represented by our ADSs as instructed by the holders of those ADSs and will pay to those holders the dividends and distributions collected from us. However, a holder of ADSs will not be able directly to bring a derivative action, examine our accounting books and exercise dissenters rights through the depositary unless the depositary specifically undertakes to exercise those rights and is indemnified to its satisfaction by the holder of ADSs for doing so. There are restrictions on the withdrawal of shares from our depositary receipts facility. Each of our ADSs represents the right to receive.005 of one share of our common stock. Although we maintain a book-entry fractional share register, a holder of ADSs must surrender for cancellation depositary receipts evidencing 200 ADSs or any integral multiple thereof in order to withdraw whole shares of our common stock in certificated form. Each depositary receipt evidencing our ADSs bears a legend to that effect. Effective September 30, 2006, we will conduct a stock split of our shares of common stock, whereby one share of our common stock will be split into 500 shares of common stock. Concurrently with the stock split, we will adopt a unit share system. Effective from October 2, 2006, 100 shares of common stock will constitute one unit. Concurrently with these changes, we will reset the ratio of ADSs per share of common stock so that each ADS will represent one share of our common stock. Subsequently, a holder of ADSs must surrender for cancellation depositary receipts evidencing 100 ADSs or any integral multiple thereof in order to withdraw shares of our common stock. Each depositary receipt evidencing our ADSs will bear a legend to that effect. In addition, although we have implemented procedures that require us, subject to certain conditions, to repurchase common shares representing less than one unit, holders of ADSs in lots of less than 100 will not be able to withdraw shares of our common stock and will therefore not be entitled to sell such ADSs, or the shares of common stock that they represent, to us. 12

15 EXCHANGE RATES Fluctuations in exchange rates between the Japanese yen and the U.S. dollar and other currencies affect the U.S. dollar and other currency equivalents of the yen price of our shares. These fluctuations also affect the U.S. dollar amounts received on conversion of any cash dividends. The following table shows noon buying rates for Japanese yen per $1.00 in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York for each period indicated: The noon buying rate for Japanese yen on September 15, 2006 was $1.00 = Average (1) Year ended March 31: Month: March April May June July August September (through September 15) (1) Average rate for each fiscal year is calculated by using the average of the exchange rates on the last day of each month during that year. High Low

16 MARKET PRICE INFORMATION Our common stock is listed in Japan on the First Section of Tokyo Stock Exchange, Inc., or the Tokyo Stock Exchange, and on the First Section of Osaka Securities Exchange Co., Ltd., or the Osaka Securities Exchange. Trading of our shares on these exchanges began on April 1, ADSs representing shares of our common stock are currently traded in the United States on the NASDAQ Global Select Market and, prior to July 2006, the NASDAQ National Market under the symbol MLEA. Trading of our ADSs on the NASDAQ National Market commenced on April 2, Each ADS represents.005 of one share of our common stock. As of March 31, 2006, outstanding ADSs represented 5.3% of our outstanding shares. Effective September 30, 2006, we will conduct a stock split of our shares of common stock, whereby one share of our common stock will be split into 500 shares of common stock. In connection with this change, we will reset the ratio of ADSs per share of common stock so that each ADS will represent one share of our common stock. The following table sets forth, for the periods indicated, the reported high and low sales price per share of our common stock on the First Section of the Tokyo Stock Exchange, as well as the high and low sales price per ADS quoted on the NASDAQ Global Select Market and, prior to July 2006, the NASDAQ National Market. The table also includes high and low market price quotations from the Tokyo Stock Exchange, translated in each case into U.S. dollars per ADS at the Federal Reserve Bank of New York s noon buying rate on the relevant date. Price per share on the Tokyo Stock Exchange The closing price of our shares of common stock on the Tokyo Stock Exchange as of September 15, 2006 was 2,140,000. The above prices for our ADSs are based on inter-dealer prices reported by NASDAQ and do not include retail mark-ups, retail markdowns or commissions. 14 Translated into U.S. dollars per ADS (1) Price per ADS on the NASDAQ Global Select Market (2) High Low High Low High Low (yen) (US$) (US$) Year ended March 31, ,140, ,000 $ $ $ $ Year ended March 31, ,710, , Year ended March 31, 2005 First fiscal quarter 1,730,000 1,280, Second fiscal quarter 1,690,000 1,360, Third fiscal quarter 1,610,000 1,320, Fourth fiscal quarter 1,670,000 1,430, Year ending March 31, 2006 First fiscal quarter 1,650,000 1,380, Second fiscal quarter 1,920,000 1,450, Third fiscal quarter 2,260,000 1,740, Fourth fiscal quarter 2,400,000 1,880, Year ending March 31, 2007 First fiscal quarter 2,440,000 1,810, Month March ,350,000 2,170, April ,440,000 2,260, May ,380,000 1,970, June ,140,000 1,810, July ,240,000 2,040, August ,270,000 2,070, September (through September 15) ,210,000 2,050, (1) U.S. dollar amounts have been translated from yen at the Federal Reserve Bank of New York s noon-buying rate as of the relevant high and low quotation date or the last available date prior thereto. (2) Prior to July 2006, the NASDAQ National Market.

17 DIVIDEND POLICY In June 2006, we declared cash dividends on shares of our common stock in the amount of 15,000 per share and paid 25,207 million in respect of the fiscal year ended March 31, In June 2005, we declared cash dividends on shares of our common stock in the amount of 11,000 per share and paid 18,919 million in respect of the fiscal year ended March 31, In June 2004, we declared cash dividends on shares of our common stock in the amount of 11,000 per share and paid 19,668 million in respect of the fiscal year ended March 31, As a holding company, our ability to pay dividends in the future will depend primarily on our receipt of sufficient funds from our principal operating subsidiaries. In addition, under the Corporation Law, we cannot declare or pay dividends unless we meet specified financial criteria on a parent-only basis. Generally, we will be permitted to pay dividends only if we have retained earnings on a non-consolidated balance sheet basis as of the end of the preceding fiscal year (determined in accordance with Japanese GAAP). See Risk Factors Risks Relating to Our Business and Description of Common Stock Distributions of Surplus. When apportioning profits in respect of any given fiscal year, we seek to improve returns to shareholders by distributing stable dividends on our common stock and by repurchasing our own shares (see Description of Common Stock Repurchase by Millea Holdings of Shares ), subject to having provided sufficient capital to meet our business needs. Although we had not been paying cash interim dividends to our shareholders in the past, on May 24, 2006, the board of directors has approved the policy to pay interim cash dividends starting with the fiscal year ending March 31,

18 MAJOR SHAREHOLDERS Our ten largest shareholders of record as of March 31, 2006, expressed as a percentage of the total number of our shares then outstanding, were as follows: Shareholder None of our shareholders listed above has voting rights that are different from voting rights of our other shareholders. As of March 31, 2006, we had 85,069 shareholders of record, of which 84,971 were Japanese record holders. As of the same date, 63.1% of our outstanding shares were owned by Japanese record holders. We are not aware of any arrangements that may result in a change of control of us. The identities of shareholders in companies listed on a Japanese stock exchange, as well as their shareholdings, must be publicly reported in Japan under the following circumstances: Subsequently, we received copies of reports filed on November 15, 2005 with the Kanto Finance Bureau by Mitsubishi UFJ Financial Group, Inc. on behalf of The Bank of Tokyo-Mitsubishi, Ltd., Mitsubishi UFJ Trust and Banking Corporation, Mitsubishi UFJ Securities Co., Ltd., Mitsubishi UFJ Securities International plc, Mitsubishi UFJ Asset Management Co., Ltd., UFJ Bank Limited and MU Investments Co., Ltd. indicating that these entities beneficially owned an aggregate of 93,223 shares of common stock as of October 31, 2005, representing 5.40% of the total issued shares. Such shares represented 5.50% of the total shares outstanding as of October 31, Number of whole shares held Percentage of total shares outstanding (1) The Master Trust Bank of Japan, Ltd. (Trust Account) 115, % Japan Trustee Services Bank, Ltd. (Trust Account) 99, % Moxley & Co. (2) 89, % State Street Bank and Trust Company 53, % The Bank of Tokyo-Mitsubishi UFJ, Ltd. 40, % Meiji Yasuda Life Insurance Company 39, % State Street Bank and Trust Company , % Trust & Custody Services Bank, Ltd. (3) 28, % Mizuho Corporate Bank, Ltd. 27, % The Chase Manhattan Bank N.A. London 25, % Total 550, % (1) The number of total shares outstanding equals the number of total issued shares minus the number of treasury shares. As of March 31, 2006, there were 1,680, shares of our common stock outstanding. (2) Moxley & Co. is the corporate nominee holder of common stock deposited for the issuance of ADSs. (3) As trustee for Mizuho Trust Retirement Benefits Trust Account for Mitsubishi Heavy Industries, Ltd. Reporting by Shareholders. As explained in Regulation Reporting of Substantial Shareholdings, any person who becomes a beneficial owner of more than 5% of the total issued shares of a company listed on a Japanese stock exchange must file a public report concerning their shareholdings with the related local finance bureau. We received copies of reports filed on May 13, 2005 with the Kanto Finance Bureau by Mitsubishi Tokyo Financial Group, Inc. on behalf of The Bank of Tokyo-Mitsubishi, Ltd., The Mitsubishi Trust and Banking Corporation, Mitsubishi Securities Co., Ltd., Mitsubishi Securities International plc, and Mitsubishi Asset Management Co., Ltd. indicating that these entities beneficially owned an aggregate of 75,263 shares of common stock as of April 30, 2005, representing 4.36% of the total issued shares. Such shares represented 4.39% of the total shares outstanding as of April 30, 2005.