Member of the Financial Accounting Standards Foundation ...

Company Name: Tokai Tokyo Financial Holdings, Inc. Stock Listings: First sections of the Tokyo Stock Exchange, Osaka Securities Exchange, and Nagoya Stock Exchange Stock Code: 8616 URL: Representative: Tateaki Ishida, President & CEO Contact: Masataka Sato, General Manager - General Planning Department and Finance Planning Department

Scheduled date for general meeting of shareholders: June 27, 2013 Scheduled date for filing securities report: June 27, 2013 Scheduled day of commencing dividend payment: June 28, 2013 Earnings supplementary explanatory documents: Available Earnings presentation for the fiscal year: Available (for financial analysts and institutional investors)

1. Consolidated Financial Results for the Year Ended March 31, 2013(from April 1, 2012 to March 31, 2013)

% % %

(Note) Consolidated comprehensive income:

%

(Reference) Investment profit on equity method million yen 357 million yen (Note) We post no figure of diluted net income per share for the fiscal year ended March 31, 2012 as the Company has no potential stock that has dilution effect.

(Reference) Shareholders' equity March 31, 2013: 121,947 million yen March 31, 2012: 109,833 million yen

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http://www.tokaitokyo-fh

Ending March 31, 2014 (Forecast) －－

The Group operates principally in the financial instruments business, and its operating results are likely to be affected by market fluctuations. Dueto such nature of its business and consequential difficulty in predicting its performance, the Group does not disclose the forecast of operatingresults.

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March 31,2013

Ended March 31, 2013

3. Forecast of Consolidated Operating Results for Fiscal 2013 (from April 1, 2013 to March 31, 2014)

End of thirdquarter

yen －

－

－

1.9 3.6 4,228

－

84.7 37.4

4.00－

48,491

2. Dividends

43,330

－

Ended March 31, 2012

End of secondquarter

yen

End of firstquarter

yen

(Base date)Net assets

dividend ratio(consolidated)

Dividendspayout ratio

(consolidated)

Total cashdividends(annual)

% %

March 31,2013March 31,2012

Year ended March 31,2013

Cash andcash equivalents

Net asset per share

416.51

0.8

461.12 yen

March 31,2012

(3) Consolidated Cash Flows Position

6.4

Operating income/Operating revenueReturn on assets

1,767 (75,863)

(2) Consolidated Financial Position

9.45 March 31, 2012:838

million yen

Equity ratio

%2.7 22.5

2,120

Annual

4.00 4.00

End of year

8.00 16.00

28.9 15,252

Return on equity

8.9

Total assets

Diluted net incomeper share

Dividend per share

12.00

million yen65,954 29.9

yen

Cash flowsfrom investment

Cash flowsfrom financing

million yen

(1,469) 26,304

－

3,3630.4 50,756 (0.1)

million yen

42.74

52,631

Net income per share

67,854

yen

(41.1)

%11,273 342.8353.5 17,320

2,545 5,077 241.1

(Figures are rounded down to the nearest one million yen and those in parentheses are negative figures.)

(1) Consolidated Results of Operation (Figures in percentages denote the year-on-year change.)

Ordinary income Net incomeOperating revenue Operating incomeNet operating revenue

5.6

Member of the Financial Accounting Standards Foundation

Consolidated Financial Summary (for the year ended March 31, 2013)April 26, 2013

million yen million yen

Telephone: (03) 3517-8391

Year ended %million yen

yen

2.39.7

million yen [(32.5%)]

%42.66

March 31, 2013:

March 31, 2012:

13,296 million yen [492.9%]

2,348

March 31, 2013:

million yen million yen

March 31,2013March 31,2012

Year ended

As of million yen Net assets

million yen 19.4 17.1

630,061 641,216 110,259

yen

March 31,2012 (43,135)79,020

million yen

Cash flowsfrom operation

122,397 %

4. Others

As of March 31, 2012:

As of March 31, 2012:

Year ended March 31, 2012: 269,295,667

(Reference)

Non-consolidated Financial Results for the Year Ended March 31, 2013(from April 1, 2012 to March 31, 2013)

(Figures in percentages denote the year-on-year change.)

Year ended million yen % million yen % % %3,902 1,8933,749 2,430

Year ended

(Note) We post no figure of diluted net income per share for the fiscal year ended March 31, 2012 as the Company has no potential stock that has dilution effect.

(Reference) Shareholders' equity March 31, 2013: 102,672 million yen March 31, 2012: 100,496 million yen

* Audit procedure implementation progress status This earnings report is exempt from audit procedure of the financial statements that is required under the Financial Instruments and Exchanges Act. At the time of the disclosure of this Consolidated Financial Summary, we have not finished audit procedure process.

* Note to proper use of forecast of operating results and other special remarks Dividends payments for the fiscal year ending March 31, 2014 have not been determined because it is difficult to forecast operating results, similarly as described in "3.Forecast consolidated operating results for fiscal 2013.''

2) Number of treasury stock at the end of the term (shares)

Exclusion : None

1) Number of shares issued at the end of the term including treasury stock (shares)

3) Change in accounting estimates: Yes

(2) Changes in Accounting Policies or Estimates and Retrospective Restatements 1) Changes in accounting policies in accordance with revision of accounting standards: Yes 2) Changes in accounting policies other than item 1) above: None

(3) Number of Shares Issued (Common Stock)

Consolidation): None(1) Important Changes in Subsidiaries during the Term (Changes Pursuant to the Subsidiaries that Lead to a Change in the Scope of

New : None

3.5 (61.7) (22.1)

(71.9)1,569 1,624

Net assets per shareyen

388.23 381.10 84.8

Equity ratio%

80.4

yen

Net assetsTotal assetsmillion yen

(2) Non-consolidated financial position

March 31,2012March 31,2013

yen

－5.83

102,787 March 31,2012 118,527

As ofMarch 31,2013 127,666

100,611

million yen

6.16 6.15

million yenmillion yen(22.8)

Diluted net incomeper share

1,474

Net income per share

(50.9) 1,908

4) Retrospective restatements: None

16,122,363 As of March 31, 2013:

Ordinary income Net income

3) Average number of shares outstanding

March 31,2013

Operating income

280,582,115

16,883,696

(67.2)

Operating revenue(1) Non-consolidated Results of Operations

4.1 March 31,2012

Year ended March 31, 2013: 263,765,710

As of March 31, 2013: 280,582,115

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Accompanying Materials – Contents 1. Operating Results and Financial Condition ··············································································································2

(1) Analysis of Operating Results ··························································································································2 (2) Analysis of Financial Condition ·······················································································································4 (3) Basic Policy Concerning Profit Distribution and Dividend Payment for the Current

and Next Fiscal Years ·········································································································································4

2. Information on Group Companies ····························································································································5 3. Management Policy ················································································································································ 7

(1) Principal Management Policy···························································································································7 (2) Current Tasks ····················································································································································· 7

4. Consolidated Financial Statements ···························································································································8

(1) Consolidated Balance Sheets····························································································································8 (2) Consolidated Statements of Operations and Consolidated Statements of

Comprehensive Income··································································································································10 (3) Consolidated Statements of Changes in Net Assets ·······················································································13 (4) Consolidated Statements of Cash Flows·········································································································15 (5) Notes on Consolidated Financial Statements··································································································17

(Notes on Going Concern Assumption) ·········································································································17 (Significant Basis of Presenting Consolidated Financial Statements)····························································17 (Change in Accounting Policies)····················································································································19 (Consolidated Balance Sheets) ·······················································································································19 (Consolidated Statements of Comprehensive Income)······················································································19 (Consolidated Statements of Changes in Net Assets) ························································································20 (Consolidated Statements of Cash Flows) ····································································································21 (Segment Information) ··································································································································21 (Per Share Information) ···································································································································21 (Material Subsequent Events) ··························································································································22

5. Others······································································································································································23

(1) Breakdown of Commissions and Trading Profit and Loss ·············································································23 (2) Comparative Quarterly Consolidated Statements of Operations ··································································· 24

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1. Operating Results and Financial Condition (1) Analysis of Operating Results

(Operating results for fiscal 2012) Environmental Analysis

During the consolidated fiscal year under review (April 1, 2012 to March 31, 2013), the Japanese economy moved steadily, resisting to downward pressure from such causes as sluggish external demand suppressed by the continuing debt crisis in Europe and China’s tight monetary policy. Domestic demand more than counterbalanced the said negative attributes by reconstruction demand in the quake-hit regions and firm consumption of big-ticket merchandise. In September 2012, Japan’s financial authorities and the counterparts in US and Europe all took monetary easing actions. The dissolution in November and the subsequent election in December of the House of Representatives raised expectations of the new administration’s both monetary and fiscal policies as well as growth strategies to put deflation behind. Such circumstances led foreign exchange market to a sharp depreciation of the yen in tandem with strong stock market rally. Consumer’s confidence rapidly rose counting on improving corporate earnings from profitable exports aided by weaker yen, and the announcement of raise in salary and bonuses by some corporations.

Turning to the stock market, the Nikkei Stock Average started at ¥10,100’s in April 2012, but slipped later as the European debt crisis made investors become risk averse, falling briefly to ¥8,200’s in June. It then bounced back to ¥9,200’s in August through September reflecting the expectations for, and actual implementation of, monetary easing measures in Japan, US and Europe. Yet, worries over possible economic slowdown to be caused by stagnant external demand continued suppressing the stock market. However, the dissolution of the House of Representatives in November gave rise to the hope for the policies and strategies of new administration, and the Nikkei Average rose to ¥12,600’s in March 2013, and closed the fiscal year at the level exceeding ¥12,300. The daily average transaction value on the First Section of the Tokyo Stock Exchange during the full fiscal year 2012 was ¥1,471.8 billion, surpassing the equivalent of previous fiscal year, which was ¥1,285.3 billion and heightened buying orders from foreign investors account for the increase.

In the bond market, the yield on 10-year JGB, the benchmark for long-term interest rates, had continued to drop (meaning higher bond prices) since April 2012, when it reached the level of 1.0% as more investors purchased JGB averting risk due to concerns over the European debt crisis. In the wake of the dissolution of the House of Representatives in November, weakening yen and rising stock prices then, which normally would bring together higher yield, did not work ordinarily. The difference was the prospect that the drastic monetary easing under the new administration would embrace a massive purchase of JGBs by the Bank of Japan and such expectation instead dragged the yield on 10-year JGB down to 0.51% in March 2013, and to 0.56% at the end of the fiscal year.

Operating Result

In October 2012, the Company, Tokai Tokyo Financial Holdings, Inc., reached a basic agreement with Senshu Ikeda Holdings, Inc. to jointly establish a securities firm, as part of its alliance strategies under the “Ambitious 5”, the Group’s business plan that commenced in April 2012. The Company established Senshu Ikeda Tokai Tokyo Securities Preparation Co., Ltd., a wholly owned subsidiary, in January 2013, preparing for beginning its brand-new operation sometime around September 2013. This subsidiary aims to become a foremost bank-affiliated securities firm in the region by making the most of local operating network on home turf of the partner, Senshu Ikeda Holdings, Inc. , and the know-how and service capability the Company has developed.

In September 2012, Tokai Tokyo Securities Co., Ltd. (hereinafter, “Tokai Tokyo Securities”), the core company of the Group, handed over its financial instruments business, which had been run at its Yokohama Branch, to Hamagin Tokai Tokyo Securities Co., Ltd., a joint venture established by the Company and The Bank of Yokohama, Ltd., in the form of a company split.

With respect to the expansion of existing affiliates jointly created with leading regional bank groups, the following additions were achieved: YM Securities Co., Ltd., an affiliate jointly established with Yamaguchi Financial Group, Inc., opened the Hiroshima-nishi Branch in April 2012; Hamagin Tokai Tokyo Securities Co., Ltd. started operation of Consulting Booth Sagami Ohno in May; Nishi-Nippon City Tokai Tokyo Securities. Co., Ltd., a joint venture established with Nishi-Nippon City Bank, Ltd., opened the Shingu Branch in July, the Koga Satellite Booth in January 2013, and the Futsukaichi Branch in March, thus strengthening their respective networks.

Regarding overseas alliance moves, Tokai Tokyo Securities widened its stock brokerage coverage in May 2012. It now handles stocks of Southeast Asian countries through Phillip Securities Pte. Ltd., the largest independent investment banking house in Singapore who is now our business partner. Furthermore, Tokai Tokyo Securities concluded a business alliance agreement with LT Consulting Group, a China-based consulting firm in July 2012 aiming to promote jointly corporate financing business.

In the Chubu Region, our strategic gravity center, Tokai Tokyo Research Center Co., Ltd., one of the Company’s subsidiaries, relocated its head office to Nagoya City in July 2012 to enhance its ability to conduct research operation on the listed companies based in the Region.

The Company has introduced a shareholder’s benefit program for those listed or registered in the Shareholders’

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List as of March 31, 2013 who own one or more units of the Company’s shares. The purpose is to make investment in the Company more attractive in order to induce more shareholders to own the Company’s shares on medium- to long-term basis by prospect.

Additionally, effective April 1, 2013, the Company reduced the normal trading unit from 1,000 shares to 100, intending to make the investment in our Company easier for investors, and increase the share’s liquidity ultimately to expand its investor base.

The Company group implemented structural reforms effective April 1, 2013. The Company established the Business Strategy group with the aim of improving profitability of the Company group, while Tokai Tokyo Securities changed the name of its Head Office Sales Headquarters to “Wealth Management Headquarters”, and newly established related departments for the purpose of enhancing its affluent customer sales. Thus, the organization changed itself in order to achieve the business plan, “Ambitious 5.”

Under these circumstances, the Group produced the following consolidated operating results for the fiscal year

ended March 31, 2013.: operating revenue was ¥67,854 million, up 28.9% year on year; net operating revenue stood at ¥65,954 million, up 29.9% year on year; and selling, general and administrative expenses were ¥50,702 million, a rise of 7.0% year on year. Therefore, operating income was ¥15,252 million, up 353.5% year on year; ordinary income was ¥17,320 million, up 241.1%; and net income was ¥11,273 million, up 342.8%.

(Commissions) In the consolidated fiscal year under review, commissions received increased 51.5% year on year, to ¥36,659 million, comprising the following: (i) Brokerage:

The stocks brokerage volume handled by Tokai Tokyo Securities, a consolidated subsidiary of the Company, was 3,741 million shares, an increase of 58.5% year on year, due partly to increased transactions by individual investors; whereas the stock brokerage amount was ¥1,763.5 billion, up 48.9% year on year. As a result, stock brokerage commissions earned by the Group were ¥9,859 million, up 66.5% year on year, whereas overall brokerage commissions were ¥9,995 million, up 66.4% year on year.

(ii) Underwriting, sales, the solicitation of sales for specific investors, and others: Commissions for stocks from underwriting, sales, and the solicitation of sales for specific investors, and others recorded by the Group soared to ¥473million, an increase of 148.6% year on year. Meanwhile, commissions for bonds from underwriting, sales, and the solicitation of sales for specific investors, and others amounted to ¥246 million, up 2.4% year on year. Thus, total commissions in this category reached ¥720 million, a rise of 66.9% year on year.

(iii) Subscription, distribution, the solicitation of sales for specific investors, and others: Commissions for investment trusts in this category stood at ¥19,752 million, up 68.9% year on year. Total commissions in this category reached ¥19,763 million, an increase of 68.9% year on year.

(iv) Other commissions received:

Other commissions received were ¥6,180 million, an increase of 2.2% year on year. This amount was attributable mostly to agency commissions from investment trusts, which achieved ¥4,331 million, down 4.8% year on year, and insurance commissions that amounted to ¥652 million, a rise of 14.3% year on year.

(Trading profit and loss) In the consolidated fiscal year under review, profit on the trading of shares was ¥7,943 million, a decrease of 15.1% year on year, whereas profit on the trading of bonds and currencies was ¥20,358 million, a rise of 25.4%. As a result, trading profit totaled ¥28,301 million, an increase of 10.6% year on year. (Net financial revenues) In the consolidated fiscal year under review, financial revenues were ¥2,893 million, up 1.6% year on year. Meanwhile, financial expenses increased 1.3%, to ¥1,900 million, resulting in net financial revenues of ¥993 million, up 2.2% year on year. (Selling, general and administrative expenses) Selling, general and administrative expenses for the consolidated fiscal year under review were ¥50,702 million, up 7.0% year on year. Of that amount, transaction-related expenses amounted to ¥9,109 million, up 7.8%; personnel expenses increased by 15.3%, to ¥26,188 million; occupancy and rental expenses increased 1.9% year on year, to ¥6,074 million; office expenses shrank 11.4% year on year, to ¥5,140 million; and depreciation decreased 12.0%, to ¥2,466 million.

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(Extraordinary gains and losses) In the consolidated fiscal year under review, extraordinary gains were ¥729 million. The primary positive factors include; a gain of ¥389 million on the transfer of business by way of handing over the financial instruments business at the Yokohama Branch of Tokai Tokyo Securities to Hamagin Tokai Tokyo Securities Co., Ltd. in the form of a company split, a gain of ¥184 million on the sale of fixed assets, and a gain of ¥155 million on sale of investment securities. Meanwhile, extraordinary losses were ¥237 million. (2) Analysis of Financial Condition (Assets) Current assets as of the end of the consolidated fiscal year under review decreased ¥11,323 million from a year earlier, to ¥591,911 million. This net result was primarily attributable, on one hand, to increases of ¥7,411 million in receivables related to margin transactions, ¥5,156 million in cash and deposits, ¥4,930 million in trading assets, and ¥4,893 million in cash segregated as deposits, respectively, and, on the other, to decreases of ¥28,520 million in trading receivables, net, and ¥9,293 million in collateralized short-term financing agreements. Fixed assets increased ¥169 million from a year earlier, to ¥38,150 million. As a result, total assets decreased ¥11,154 million from the end of the previous consolidated fiscal year, to ¥630,061 million. (Liabilities) Current liabilities at the end of the consolidated fiscal year under review decreased ¥25,183 million from a year earlier, to ¥499,388 million. This was mainly attributable to the decreases of ¥75,917 million and ¥17,225 million in short-term borrowings and trading liabilities, respectively, despite the increases of ¥33,676 million and ¥10,541 million in trading payables, net, and collateralized short-term financing agreements, respectively.

As a result, total liabilities shrank ¥23,292 million from the end of the previous consolidated fiscal year, to ¥507,664 million. (Net assets) Net assets at the end of the consolidated fiscal year under review increased ¥12,137 million from a year earlier, to ¥122,397 million. This was attributable to the increases of ¥9,163 million and ¥2,410 million in retained earnings and net unrealized gain on securities, net of tax effect, respectively. (Cash flows) Net cash inflows from operation were ¥79,020 million. This was primarily the net result of the following factors: inflows of ¥10,541 million from an increase in collateralized short-term financing agreements, and a decrease of ¥28,648 million in trading receivables, net, and an increase of ¥33,549 million in trading payables, net, against outflows of ¥4,930 million from an increase in trading assets and ¥17,225 million from a decrease in trading liabilities.

Net cash inflows from investing activities were ¥1,767 million, mainly reflecting ¥1,109 million in revenues on sale of investment securities, and a gain of ¥799 million on the transfer of business by way of handing over the financial instruments trading business at the Yokohama Branch of Tokai Tokyo Securities to Hamagin Tokai Tokyo Securities Co., Ltd. in the form of a company split.

Net cash outflows from financing activities were ¥75,863 million, principally attributable to a net decrease in short-term borrowings of ¥76,000 million.

As a result, the balance of cash and cash equivalents increased ¥5,161 million from the previous year, to ¥48,491 million at the end of the consolidated fiscal year under review. (3) Basic Policy Concerning Profit Distribution and Dividend Payment for the Current and Next Fiscal Years

The operating performance of the financial instruments business, in which the Group is primarily engaged, tends to be affected by market trends. Consequently, the Group emphasizes increasing retained earnings in order to distribute profits, and its dividend policy is to return profits to shareholders in a steady and appropriate manner.

The Company’s basic policy on the frequency of dividend payments is to make the payment twice in each fiscal year, the one as an interim dividend and the other as a year-end one. The interim dividend payment is decided by the Board of Directors and the year-end one is decided at a general meeting of shareholders.

The Company’s Articles of Incorporation stipulate that the Company may pay interim dividends in accordance with the provisions of Article 454, Paragraph 5, of the Companies Act.

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2. Information on Group Companies Tokai Tokyo Financial Group consists of Tokai Tokyo Financial Holdings, Inc., 21 consolidated subsidiaries and

three affiliates. The Group primarily engages in the trading and brokerage of securities, the underwriting and sale of securities, the

subscription and distribution of securities, the offering of private placements and other financial instruments businesses together with those related thereof. The Group provides a broad array of services to meet customer needs for fund-raising and investment purposes through its global networks linking financial and capital markets in Asia, Europe, and the United States.

Changes in consolidated subsidiaries during the consolidated fiscal year under review are as follows: May 2012: The following two companies, which had been added as non-consolidated subsidiaries in March

2012, were added as consolidated subsidiaries: Tokai Tokyo Japan Phoenix Fund Limited Tokai Tokyo Japan Phoenix Master Fund Limited

August 2012: The following consolidated subsidiary was excluded from the scope of consolidation as the liquidation was completed:

N-residence No. 1 Godo Kaisha (Limited Liability Company) August 2012: The following non-consolidated subsidiary was excluded as the liquidation was completed:

General incorporated association YST (this is different from the entity of the same trade name, which is a non-consolidated subsidiary)

January 2013: The following company was newly added as a consolidated subsidiary: Senshu Ikeda Tokai Tokyo Securities Preparation Co., Ltd.

The Group’s structure is summarized in the chart below:

(Investment and financial services business)

(Other related businesses)

Tokai Tokyo Financial Holdings, Inc.

(Subsidiaries) Tokai Tokyo Securities Co., Ltd. Utsunomiya Securities Co., Ltd. Tokai Tokyo Asset Management Co., Ltd. Tokai Tokyo-Sumishin Wealth Partners & Consulting Co., Ltd. Tokai Tokyo Investment Co., Ltd.

(Affiliates) YM Securities Co., Ltd. Hamagin Tokai Tokyo Securities Co., Ltd. Nishi-Nippon City Tokai Tokyo Securities Co., Ltd.

(Subsidiaries) Tokai Tokyo Securities (Asia) Ltd.- Hong Kong Tokai Tokyo Investment Management Singapore Pte. Ltd.

(Subsidiary) Tokai Tokyo Securities Europe Limited

Japan

Europe

Asia

(Subsidiaries) Tokai Tokyo Research Center Co., Ltd. Tokai Tokyo Academy Co., Ltd. Tokai Tokyo Services Co., Ltd. Tokai Tokyo Business Service Co., Ltd. Tokai Tokyo Securities (USA), Inc.

and 8 other companies

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3. Management Policy (1) Principal Management Policy

With the completion of the “Three-Year Business Plan – TT Revolution,” in March 2012, the Group launched the new business plan, “Ambitious 5,” in April 2012.

(2) Current Tasks Business Plan “Ambitious 5” (April 2012 to March 2017)

Under the business plan, “Ambitious 5,” the Group will continue focusing on business foundation buildup in Chubu region designating as its geographic gravity center. Also, we aim to become the “Leading Player in Asia” by fulfilling the new management plan. Under the previous Plan, “TT Revolution”, the Group had developed the infrastructure and operational capabilities required of the securities houses. The Group will further enhance such development process and utilize the acquired infrastructure to establish the business model for the next advanced stage by honoring the “Ambitious 5”.

i. Community & “The Middle” (Specializing in strategic regions and customers):

The Group is to formulate sales strategies that fit to the characteristics of each area, for expanding business base and eventually establishing a commanding presence in the Chubu region as our home market. The customers targeted with higher priority include “The Middle” (medium-sized firms, business owners) and “The Class” (affluent customers), and the Group will focus on developing and expanding such customer base.

ii. Alliance & Platform (Aggressive expansion of business base):

The Group will further broaden and reinforce the caliber of platform (infrastructure and operational capability required of securities houses) that we had developed through the existing alliance arrangements. Further, the Group tries to identify and increase the opportunity to provide such platform services to new alliance partners, acquired companies, and peer companies in the industry. The Group designs to expand its playing field by nurturing closer relationship with various partners with an idea of enlarging business foundation and maximizing revenue generation by achieving ever-growing sales.

iii. Expertise (Know-how): The Group will enhance the skills of its sales staff and improve the support

mechanism dedicated to sales staff while further enhancing the competitiveness of our products by upgrading its ability to develop proprietary products. Furthermore, it will improve its ability to propose customer solutions regarding inheritance and succession of business as well as other subjects of customer’s interest.

iv. Humanity (A company with a human touch): The Group will introduce a new sales system emphasizing teamwork (team system

and team evaluation system), and cultivate corporate culture with a human touch by promoting individual diversity (utilizing personnel of diverse backgrounds). In addition, by improving its learning environment and training systems, the Group will strongly support and make utmost use of the upgraded skill of individual who voluntarily wishes to sharpen his or her own capability.

v. Risk management (Enhancing capability to address risks):

The Group will improve the system to address various risks by reinforcing its risk management, compliance and financial base.

With regard to what we have accomplished during FY2012, please refer first to the above stated “1. Operating Results and Financial Condition. (1) Analysis of Operating Results”. In addition, we have this to say that we disseminated “Ambitious 5” to all within the Group so that the Group members are able to act in common direction. Also, we publicized the Plan to outside world using external news media for PR purpose. We will further pursue improving corporate value of the Group as we operate the Group in accordance with “Ambitious 5”.

Consolidated Financial Statements(1) Consolidated Balance Sheets

(Unit: million yen)As of

March 31, 2012As of

March 31, 2013Assets

Current assetsCash and deposits 43,701 48,857Cash segregated as deposits 18,394 23,288

Deposits segregated for customer 16,805 21,705Others 1,589 1,583

Trading assets 198,470 203,401Trading securities and others 181,580 200,738Derivatives 16,890 2,663

Trading receivables, net 28,520 －

Margin transaction assets 24,405 31,817Loans on margin transactions 15,889 29,557Cash collateral pledged for securities borrowing on margintransactions 8,515 2,259

Loans secured by securities 278,862 269,568Cash collateral pledged for securities borrowed 221,156 209,498Loans on Gensaki transactions 57,706 60,070

Advances paid 67 43Cash paid for offering 224 238Short-term guarantee deposits 6,326 7,948Short-term loans receivable 60 93Securities 100 －

Accrued revenue 1,742 2,245Deferred tax assets-current 1,000 2,980Others 1,376 1,459Less: Allowance for doubtful accounts-current (18) (31)Total current assets 603,235 591,911

Fixed assetsTangible fixed assets 8,805 8,787

Buildings and Structures 2,274 2,110Equipment and fixtures 1,205 1,467Land 5,325 5,209

Intangible fixed assets 4,325 3,001Software 4,182 2,860Telephone subscription right 143 140

Investments and others 24,850 26,361Investment securities 15,297 17,917Long-term guarantee deposits 2,096 2,062Deferred tax assets-non-current 1,137 805Others 7,490 6,732Less: Allowance for doubtful accounts-non-current (1,171) (1,157)

Total fixed assets 37,981 38,150Total assets 641,216 630,061

- 8 -

(Unit: million yen)As of

March 31, 2012As of

March 31, 2013Liabilities

Current liabilitiesTrading liabilities 111,181 93,955

Trading securities and others 99,190 87,628Derivatives 11,990 6,327

Trading payables, net － 33,676Margin transaction liabilities 12,320 19,074

Borrowings on margin transactions 9,686 17,065Cash received for securities lending on margin transactions 2,634 2,009

Loans payable secured by securities 143,126 153,667Cash received on debt credit transaction of securities 31,357 38,909Borrowings on Gensaki transaction 111,769 114,758

Deposits received 14,242 18,588Cash deposits received as guarantee 4,561 5,481Short-term borrowings 218,246 142,328Short-term corporate bonds 6,500 10,000Current portion of corporate bonds 9,387 6,203Income taxes payable 1,249 8,022Accrued bonuses 1,684 5,052Accrued bonuses for directors and executive officers 18 93Others 2,053 3,243Total current liabilities 524,571 499,388

Fixed liabilitiesCorporate bonds 130 1,924Long-term borrowings 3,700 3,760Retirement benefits 1,514 1,478Retirement benefits for directors and executive officers 113 69Negative goodwill 113 －

Others 648 856Total fixed liabilities 6,219 8,088

Statutory reservesReserve for financial products transaction liabilities 165 187Total statutory reserves 165 187

Total liabilities 530,956 507,664Net assets

Shareholders' equityCommon stock 36,000 36,000Capital surplus 33,154 33,282Retained earnings 47,178 56,342Treasury stock (4,402) (4,207)Total shareholders' equity 111,930 121,416

Accumulated other comprehensive incomeNet unrealized gain/loss on securities, net of tax effect (1,223) 1,186Translation adjustments (873) (656)Total accumulated other comprehensive income (2,096) 530

Subscription rights to shares 114 114Minority interests 310 335Total net assets 110,259 122,397

Total liabilities and net assets 641,216 630,061

- 9 -

(2) Consolidated Statements of Operations and Comprehensive IncomeConsolidated Statements of Operations

(Unit: million yen)Year ended

March 31, 2012Year ended

March 31, 2013Operating revenues

Commissions 24,191 36,659Brokerage 6,006 9,995Underwriting, sales, the solicitation of sales for specific 431 720investors and othersOffering, secondary distribution, the solicitation of sales for

11,704 19,763specific investors, and othersOther commissions 6,048 6,180

Trading profit and loss 25,593 28,301Financial revenues 2,846 2,893Total operating revenues 52,631 67,854

Financial expenses 1,875 1,900Net operating revenues 50,756 65,954Selling, general and administrative expenses

Transaction-related expenses 8,451 9,109Personnel expenses 22,708 26,188Real estate expenses 5,959 6,074Office expenses 5,803 5,140Depreciation 2,802 2,466Taxes and public dues 510 642Others 1,157 1,081Total selling, general and administrative expenses 47,392 50,702

Operating income 3,363 15,252Non-operating income

Dividend income 407 311Rent income 950 931Amortization of negative goodwill 150 113Investment profit on equity method 357 838Others 213 210Total non-operating income 2,078 2,405

Non-operating expensesReal estate rental costs 288 250Others 75 87Total non-operating expenses 364 337

Ordinary income 5,077 17,320

- 10 -



March 31, 2013Extraordinary gains

Gains on sale of fixed assets － 184Gains on sale of investment securities 54 155Gains on transfer of business － 389Gains on contribution of securities to retirement benefit trust 187 －

Reversal of reserve for financial products transaction liabilities 4 －

Total extraordinary gains 247 729Extraordinary losses

Losses on valuation of securities 490 60Losses on sale of investment securities 30 72Losses on disposal of fixed assets 34 82Provision of reserve for financial products transaction liabilities － 22Total extraordinary losses 555 237

Income before income taxes and minority interests 4,769 17,812Income taxes-current 1,432 8,712Income taxes-deferred 781 (2,196)Total income taxes 2,214 6,515Income before minority interests 2,555 11,296Minority interests 9 23Net income 2,545 11,273

- 11 -

Consolidated Statements of Comprehensive Income(Unit: million yen)

Year endedMarch 31, 2012


Income before minority interests 2,555 11,296Other comprehensive income

Net unrealized gain/loss on securities, net of tax effect (130) 2,411Translation adjustments (76) 217Total other comprehensive income (206) 2,629

Comprehensive income 2,348 13,926(Comprehensive income belonging to)

Comprehensive income belonging to shareholders of parent company 2,333 13,900Comprehensive income belonging to minority interests 14 25

- 12 -

(3) Consolidated Statements of Changes in Net Assets(Unit: million yen)



Shareholders' equityCommon stock

Balance at the beginning of current period 36,000 36,000Changes of items during the period

Total changes during the period －－

Balance at the end of current period 36,000 36,000Capital surplus


Disposal of treasury stock (0) 127Total changes during the period (0) 127

Balance at the end of current period 33,154 33,282Retained earnings


Dividends (2,172) (2,109)Net income 2,545 11,273Total changes during the period 373 9,163

Balance at the end of current period 47,178 56,342Treasury stock

Balance at the beginning of current period (1,416) (4,402)Changes of items during the period

Acquisition of treasury stock (2,986) (10)Disposal of treasury stock 1 205Total changes during the period (2,985) 194

Balance at the end of current period (4,402) (4,207)Total shareholders' equity


Dividends (2,172) (2,109)Net income 2,545 11,273Acquisition of treasury stock (2,986) (10)Disposal of treasury stock 0 332Total changes during the period (2,612) 9,485

Balance at the end of current period 111,930 121,416

- 13 -



March 31, 2013Valuation and translation adjustments

Net unrealized gain/loss on securities, net of tax effectBalance at the beginning of current period (1,088) (1,223)Changes of items during the period

(Net) changes in the items other than those of shareholders' equity (135) 2,410Total changes during the period (135) 2,410

Balance at the end of current period (1,223) 1,186Translation adjustments

Balance at the beginning of current period (797) (873)Changes of items during the period

(Net) changes in the items other than those of shareholders' equity (76) 217Total changes during the period (76) 217

Balance at the end of current period (873) (656)Total accumulated other comprehensive income

Balance at the beginning of current period (1,885) (2,096)Changes of items during the period

(Net) changes in the items other than those of shareholders' equity (211) 2,627Total changes during the period (211) 2,627

Balance at the end of current period (2,096) 530Subscription rights to shares

Balance at the beginning of current period 59 114Changes of items during the period

(Net) changes in the items other than those of shareholders' equity 54 (0)Total changes during the period 54 (0)

Balance at the end of current period 114 114Minority interests

Balance at the beginning of current period 297 310Changes of items during the period

(Net) changes in the items other than those of shareholders' equity 13 24Total changes during the period 13 24

Balance at the end of current period 310 335Total net assets


Dividends (2,172) (2,109)Net income 2,545 11,273Acquisition of treasury stock (2,986) (10)Disposal of treasury stock 0 332(Net) changes in the items other than those of shareholders' equity (142) 2,651Total changes during the period (2,755) 12,137

Balance at the end of current period 110,259 122,397

- 14 -

(4) Consolidated Statements of Cash Flows(Unit: million yen)



Cash flows from operation

Income before income taxes and minority interests 4,769 17,812Depreciation 2,802 2,466Amortization of negative goodwill (150) (113)Gains/losses on investment by the equity method (357) (838)

(290) (36)

5 (43)

Allowance for doubtful accounts (36) (1)Interest and dividend income (3,256) (3,206)Interest expenses 1,875 1,900

490 60Gains/losses on sale of investment securities (24) (82)Gains/losses on transfer of business － (389)Gains/losses on sale of fixed assets － (184)Losses on disposal of fixed assets 34 82Gains/losses on contribution of securities to retirement benefit trust (187) －

899 (5,075)92 (14)

(21,646) (4,930)(12,464) (17,225)

5,611 (7,466)3,035 6,808

25,575 9,293

(19,409) 10,541

(10,261) 4,499(2,072) 920

(18,860) 26,662(207) 38,357

Subtotal (44,034) 79,796Interest and dividend received 3,343 3,223Interest expenses paid (1,920) (1,940)Income taxes refunded (paid) (524) (2,058)Net cash flows provided by (used in) operating activities (43,135) 79,020

Increase/decrease in other assets

Increase/decrease in other liabilities

Increase/decrease in collateralized short-term financing agreements -receivableIncrease/decrease in collateralized short-term financing agreements -payableIncrease/decrease in deposits received

Increase/decrease in cash deposit received as guarantee

Increase/decrease in trading liabilities

Increase/decrease in receivables related to margin transactions

Increase/decrease in net of payables related to margin transactions

Increase/decrease in provision for retirement benefitsIncrease/decrease in provision for retirement benefits for directors andexecutive officers

Increase/decrease in deposits segregated for customer

Increase/decrease in cash paid for offering

Gains/losses on valuation of investment securities

Increase/decrease in trading assets

- 15 -



March 31, 2013Cash flows from investing activities

Payments for purchase of tangible fixed assets (357) (395)Proceeds from sale of tangible fixed assets 0 278Payments for purchase of intangible fixed assets (1,274) (429)Payments for purchase of investment securities (203) (260)

163 1,109

－ 799(47) (51)

Proceeds from collection of long-term guarantee deposits 477 57Others (227) 659Net cash flows provided by (used in) investing activities (1,469) 1,767

Cash flows from financing activities

31,416 (76,000)Proceeds from long-term borrowings 3,700 200Payments from long-term borrowings (2,940) (60)

29,500 48,500(32,000) (45,000)18,439 17,854

(16,651) (19,435)

－ 272(2,982) －

(3) (10)(2,172) (2,109)

(0) (0)

－ (74)26,304 (75,863)

Effect of exchange rate changes on cash and cash equivalents (94) 236Net changes in cash and cash equivalents (18,394) 5,161Cash and cash equivalents at the beginning of the term 61,725 43,330Cash and cash equivalents at the end of term 43,330 48,491

Proceeds from issuance of short-term corporate bonds

Payments for redemption of short-term corporate bonds

Proceeds from issuance of corporate bonds

Proceeds from sale of investment securities

Proceeds from transfer of business

Payments for long-term guarantee deposits

Net increase/decrease in short-term borrowings

Payments for redemption of corporate bonds

Payments for purchase of treasury stock

Net increase/decrease in treasury stock

Proceeds from exercise of stock options

Dividends paid

Dividends paid to minority shareholders

Other payments

Net cash flows provided by (used in) financing activities

- 16 -

- 17 -

(5) Notes on Consolidated Financial Statements (Notes on Going Concern Assumption) Not applicable

(Significant Basis of Presenting Consolidated Financial Statements) 1) Scope of consolidation

(i) Number of consolidated subsidiaries: 20 companies (As at the end of the consolidated fiscal year under review) Principal consolidated subsidiaries:

Tokai Tokyo Securities Co., Ltd. Utsunomiya Securities Co., Ltd. Tokai Tokyo Asset Management Co., Ltd. Tokai Tokyo-Sumishin Wealth Partners & Consulting Co., Ltd. Tokai Tokyo Investment Co., Ltd. Tokai Tokyo Research Center Co., Ltd. Tokai Tokyo Academy Co., Ltd. Tokai Tokyo Services Co., Ltd. Tokai Tokyo Business Service Co., Ltd. Senshu Ikeda Tokai Tokyo Securities Preparation Co., Ltd. Tokai Tokyo Securities (Asia) LTD. Tokai Tokyo Securities Europe Limited Tokai Tokyo Securities (USA), Inc. Tokai Tokyo Investment Management Singapore Pte., Ltd. TTI Chubu Venture No. 1 Investment Business Limited Partnership TTAM Residence Godo Kaisha (Limited Liability Company) Tokai Tokyo Asia Renaissance Fund Limited Tokai Tokyo Asia Renaissance Master Fund Limited Tokai Tokyo Japan Phoenix Fund Limited Tokai Tokyo Japan Phoenix Master Fund Limited

Tokai Tokyo Japan Phoenix Fund Limited and Tokai Tokyo Japan Phoenix Master Fund Limited, both of which were non-consolidated subsidiaries, have been included in the scope of consolidation due to the increased significance in their impact on the consolidated financial statements.

N-residence No. 1 Godo Kaisha (Limited Liability Company) was excluded from the scope of consolidation due to the completion of liquidation in August 2012.

Senshu Ikeda Tokai Tokyo Securities Preparation Co., Ltd., which was established in January 2013, has been included in the scope of consolidation.

(ii) Major non-consolidated subsidiary and its name, and other information Non-consolidated subsidiary:

General incorporated association YST Reason for its exclusion from consolidation:

The non-consolidated subsidiary above is small in size, and its total assets, net sales, net income/loss for the year (as prorated to the Company on an equity basis) and retained earnings (as prorated to the Company on an equity basis) are all immaterial to the consolidated financial statements.

2) Application of equity method

(i) Major affiliates to which the equity method is applied: 3 companies Affiliates to which the equity method is applied:

YM Securities Co., Ltd. Hamagin Tokai Tokyo Securities Co., Ltd. Nishi-Nippon City Tokai Tokyo Securities Co., Ltd.

(ii) Major non-consolidated subsidiaries and affiliates to which the equity method is not applied

General incorporated association YST Reason why the equity method is not applied:

The above non-consolidated subsidiary to which the equity method is not applied has only slight influence on the consolidated financial statements in terms of their net income/loss (as prorated to the Company on equity basis), retained earnings (as prorated to the Company on equity basis), etc. Also, it has no overall importance.

- 18 -

3) Fiscal period of consolidated subsidiaries The closing date is December 31 for the nine consolidated subsidiaries that include Tokai Tokyo Securities (Asia)

LTD., Tokai Tokyo Securities Europe Limited, Tokai Tokyo Securities (USA), Inc., Tokai Tokyo Investment Management Singapore pte., Ltd., TTI Chubu Venture No. 1 Investment Business Limited Partnership, Tokai Tokyo Asia Renaissance Fund Limited and Tokai Tokyo Asia Renaissance Master Fund Limited, Tokai Tokyo Japan Phoenix Fund Limited and Tokai Tokyo Japan Phoenix Master Fund Limited.

The closing date for TTAM Residence Godo Kaisha (Limited Liability Company) is February 28, and that for the other 10 consolidated subsidiaries is March 31. With respect to the subsidiaries with a fiscal year ended other than March 31, 2013, their financial statement closings were made as of each respective closing date for the consolidation after making the necessary consolidation adjustments regarding the significant matters that had taken place between such respective closing dates and the consolidated closing date.

4) Accounting policies

(i) Objectives and scope of trading The objectives of trading are to generate profits in the exchanges of securities by taking advantage of the short-term fluctuation or arbitrage of market prices, interest rates, currency value and other indexes, and to minimize losses that maybe caused by the above transactions. The scope of these transactions includes trading of securities, exchange-traded derivatives transactions, foreign-exchange-traded derivatives transactions, and over-the-counter derivatives transactions.

(ii) Valuation of trading assets and liabilities

Trading assets and liabilities, including securities and financial derivatives for trading purposes are recorded at current market value.

(iii) Valuation of non-trading assets and liabilities

The valuation of non-trading assets and liabilities is recorded by the policies and the methods described below. Other securities:

a) Other securities with market values Other securities with market values are recorded on the consolidated balance sheets at market value, based on

quoted market prices on the consolidated closing date. The valuation difference between the cost, using the moving average method, and market value is recorded directly as net increase or decrease in net assets on the balance sheets.

b) Other securities with no market value Other securities with no market value are recorded at cost using the moving average method.

(iv) Depreciation of significant depreciable assets

a) Tangible fixed assets (excluding lease assets): Tangible fixed assets are primarily amortized under the declining-balance method. However, the Company

and its domestic consolidated subsidiaries use the straight-line method for buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998.

b) Intangible fixed assets (excluding lease assets): Intangible fixed assets are primarily amortized under the straight-line method. However, software for in-house

use is amortized under the straight-line method based on internal estimations of useful lives.

(v) Accounting policies for significant provisions Allowance for doubtful accounts:

The Company provides an allowance for possible losses on credit. For performing credit, an allowance is calculated based on the historical default rate. For loans with default possibility, it is based on the individual assessment of the recoverability of each receivable, and the amount expected to be irrecoverable is provided for.

Accrued bonuses: Accrued bonuses are appropriated for bonus payments to employees based on the estimated future payments computed by methods set out by the Company and its domestic consolidated subsidiaries.

Accrued bonuses for directors and executive officers: An allowance is appropriated for bonus payments to directors and executive officers based on the estimated future payments.

Retirement benefits: The Company and its domestic consolidated subsidiaries record an allowance for retirement benefits for employees, which is recognized as having been incurred at the end of the consolidated fiscal year under review, based on an estimated amount of the liability for retirement benefits and plan assets at the end of the consolidated fiscal year under review. Actuarial differences are to be expensed from the following consolidated fiscal year using a straight-line method over the specific number of years (10 years) within the average remaining period of service of the employees when incurred. Prior service costs are expensed using the straight-line method over the

- 19 -

specific number of years (10 years) proportionately within the average remaining period of service of the employees when incurred.

Retirement benefits for directors and executive officers: Some of the Company’s domestic consolidated subsidiaries record an allowance for retirement benefits for directors and executive officers based on estimated future retirement benefits at the end of the consolidated fiscal year under review in accordance with their internal regulations.

(vi) Accounting policies for statutory reserves Financial product transaction liabilities reserve:

Financial product transaction liabilities reserve is appropriated for losses caused by transactions involving securities, derivatives, or other instruments. The amount recorded was calculated based on the provisions of Article 175 of the Cabinet Office Ordinance Concerning the Financial Instruments Business, etc. pursuant to the provisions of Article 46-5 of the Financial Instruments and Exchange Act.

(vii) Policies for the conversion of significant assets or liabilities in foreign currencies into yen The Company and its domestic consolidated subsidiaries primarily convert assets or liabilities in foreign currencies into yen at the spot exchange rate on the consolidated closing date and record the exchange difference as profits or losses. Assets, liabilities, revenues and expenses of overseas subsidiaries are converted into yen at the spot exchange rate on the consolidated closing date. The exchange difference is included in the translation adjustments of net assets.

(viii) Accounting for consumption taxes

Transactions subject to consumption taxes are recorded at amounts exclusive of consumption taxes.

(ix) Adoption of consolidated tax return system The Company and its domestic subsidiaries have adopted the consolidated tax return system.

(x) Scope of “Cash and cash equivalents” in consolidated cash flow statements Cash and cash equivalents included in the consolidated statements of cash flows consist of cash on hand, current deposits, ordinary deposits and other which can be withdrawn on demand.

(Change in Accounting Policies)

(Change in accounting policies that is difficult to distinguish from change in accounting estimates) Effective from the first quarter of the consolidated fiscal year under review, the Company and its domestic consolidated subsidiaries have applied the depreciation method based on the revised Corporation Tax Act, to tangible fixed assets newly acquired on or after April 1, 2012, following the revision of the Corporation Tax Act.

The effect of this application on operating income, ordinary income and income before income taxes and minority interests for the consolidated fiscal year under review is negligible.

(Consolidated Balance Sheets)

Guarantee obligations Year ended March 31, 2012 Year ended March 31, 2013

2 million yen 1 million yen

(Consolidated Statements of Comprehensive Income) FY 2012 (April 1, 2012 to March 31, 2013)

Amount of recycling and tax effects attributable to other comprehensive income Net unrealized gain/loss on securities, net of tax effect:

Amount stated for the fiscal year under review 2,942 million yen Recycling 17 million yen

Before tax effect adjustment 2,959 million yen Tax effect 548 million yenNet unrealized gain/loss on securities, net of tax effect 2,411 million yen

Translation adjustments Amount stated for the fiscal year under review 217 million yen

Total other comprehensive income 2,629 million yen

- 20 -

(Consolidated Statements of Changes in Net Assets) FY 2012 (April 1, 2012 to March 31, 2013) 1) Outstanding shares

Type of Shares As of March 31, 2012 Increase Decrease As of March 31,

2013 Common stock (Shares) 280,582,115 — — 280,582,115

2) Treasury stocks

Type of Shares As of March 31, 2012 Increase Decrease As of March 31,

2013 Common stock (Shares) 16,883,696 26,667 788,000 16,122,363

(Notes) 1. The increase in treasury stock (common stock) is attributable to the purchase of fractional shares. 2. The decrease in treasury stock (common stock) is attributable to the transfer instead of the issuance of new shares upon exercise of subscription rights to shares.

3) Information regarding subscription rights to shares

Company Name Item Balance as of

March 31, 2013 (million yen)

The Company Stock options 114

Total 114

4) Dividends

(i) Dividend payment

Resolution Type of Shares

Total cash dividends

(million yen)

Dividendper share

(yen) Record date Effective date

June 27, 2012 Ordinary General Meeting of Shareholders

Common stock 1,054 4.00 March 31, 2012 June 28, 2012

October 29, 2012 Meeting of the Board of Director

Common stock 1,054 4.00 September 30, 2012 November 30, 2012

(ii) Dividends, the record date of which falls in the consolidated fiscal year under review with the effective date falling in

the following fiscal year

Resolution Type of Shares

Resource ofDividends

Total cash dividends

(million yen)

Dividend per share

(yen) Record date Effective

date

June 27, 2013 Ordinary General Meeting of Shareholders

Common stock

Retained earnings 3,173 12.00 March 31,

2013 June 28,

2013

- 21 -

(Consolidated Statements of Cash Flows) 1) Reconciliation for “Cash and cash equivalents” and “Cash and deposits” on the consolidated balance sheets

(Unit: million yen)

Year ended March 31, 2012


Cash and deposits Time deposits to be matured in 3 months or longer

43,701(370)

48,857 (365)

Cash and cash equivalents 43,330 48,491

(Segment Information)

For the consolidated fiscal year ended March 31, 2012 As the Group operates within a single segment of the “Investment and financial services business,” we do not state

segment information. For the consolidated fiscal year ended March 31, 2013 As the Group operates within a single segment of the “Investment and financial services business,” we do not state

segment information. (Per Share Information)

Year ended March 31, 2012 Year ended March 31, 2013 Net assets per share 416.51 yen Net assets per share 461.12 yenNet income per share 9.45 yen Net income per share 42.74 yen

Diluted net income per share

We post no figure of diluted net income per share as the Company has no dilutive stock that has dilution effect.

Diluted net income per share 42.66 yen

(Notes) 1. Net Assets per share are calculated on the following bases.



Total net assets (million yen) 110,259 122,397

Amount to be deducted from total net assets (million yen) 425 450

(Subscription rights to shares (million yen)) (114) (114)(Minority interests (million yen)) (310) (335)

Net assets associated with common stock at the end of the year (million yen) 109,833 121,947

Number of shares of common stock at the end of the year, which was used for the calculation of net assets per share (thousand shares)

263,698 264,459

- 22 -

2. Net income per share and diluted net income per share are calculated on the following bases.



Net income per share Net income (million yen) 2,545 11,273Amount not belonging to common stock (million yen) — —Net income belonging to common stock (million yen) 2,545 11,273Average number of shares of common stock outstanding during the year (thousand shares) 269,295 263,765

Diluted net income per share Adjusted net income (million yen) — —Increase in common stock (thousand shares) — 472(Subscription rights to shares (thousand shares)) (—) (472)

The summary of dilutive stocks that were not included in calculation of diluted net income per share due to its lack of dilution effect

Category of dilutive stocks; Number of dilutive stocks to be caused by stock subscription rights, if exercised Series 1 stock subscription rights 641,000 shares Series 1 second stock subscription rights 100,000 shares Series 2 stock subscription rights 853,000 shares Series 3 stock subscription rights 1,043,000 shares

Category of dilutive stocks; Number of dilutive stocks to be caused by stock subscription rights, if exercised Series 1 stock subscription rights 297,000 shares Series 1 second stock subscription rights 42,000 shares

(Note) The number of stock option is described in terms of number of shares. (Material Subsequent Events)

None

- 23 -

5. Others (1) Breakdown of Commissions and Trading Profit and Loss

1) Commission received (i) By item (Unit: million yen)


Year ended March 31, 2013 Yr/Yr % change

Brokerage 6,006 9,995 166.4 %Stocks 5,922 9,859 166.5 Bonds 21 39 183.5 Beneficiary certificates 62 96 153.8

Underwriting, sales, solicitation of sales for specific investors, and others 431 720 166.9

Stocks 190 473 248.6 Bonds 241 246 102.4

Subscription, distribution, solicitation of sales for specific investors, and others 11,704 19,763 168.9

Beneficiary certificates 11,694 19,752 168.9 Other commissions 6,048 6,180 102.2

Beneficiary certificates 4,549 4,331 95.2

Total 24,191 36,659 151.5 (ii) By product (Unit: million yen) Year ended


March 31, 2013 Yr/Yr % change

Stocks 6,178 10,736 173.8 %Bonds 296 310 104.6 Beneficiary certificates 16,306 24,180 148.3 Others 1,409 1,432 101.6

Total 24,191 36,659 151.5 2) Trading profit and loss (Unit: million yen)


Year ended March 31, 2013 Yr/Yr % change

Stocks 9,357 7,943 84.9 %Bonds and Forex 16,235 20,358 125.4

Total 25,593 28,301 110.6

- 24 -

(2) Comparative Quarterly Consolidated Statements of Operations (Unit: million yen)

Fiscal 2012 1st quarter 2nd quarter 3rd quarter 4th quarter Total of

FY2012

Apr. 1, 2012 - Jun. 30, 2012

Jul. 1, 2012 - Sep. 30, 2012

Oct. 1, 2012 - Dec. 31, 2012

Jan. 1, 2013 - Mar. 31, 2013

Apr. 1, 2012 - Mar. 31, 2013

Operating revenues Commissions 5,788 6,358 8,525 15,987 36,659

Brokerage 1,294 1,224 2,351 5,124 9,995 (Stocks) 1,250 1,202 2,317 5,088 9,859

Underwriting, sales, solicitation of sales for specific investors, and others

89 377 98 154 720

Subscription, distribution, solicitation of sales for specific investors, and others

2,981 3,341 4,666 8,773 19,763

(Beneficiary certificates) 2,978 3,340 4,662 8,771 19,752 Other commissions 1,423 1,414 1,408 1,934 6,180

(Beneficiary certificates) 1,044 1,037 1,060 1,188 4,331 Trading profit and loss 6,951 5,904 5,429 10,016 28,301

(Stocks) 1,585 1,370 1,884 3,103 7,943 (Bonds and Forex) 5,365 4,534 3,545 6,912 20,358

Financial revenues 850 586 752 703 2,893 Total operating revenues 13,590 12,850 14,707 26,706 67,854

Financial expense 711 336 489 362 1,900 Net operating revenues 12,878 12,513 14,217 26,344 65,954

Selling, general and administrative expenses

Transaction-related expenses 2,244 1,906 1,918 3,039 9,109 Personnel expenses 5,482 5,600 5,890 9,215 26,188 Occupancy and rental 1,516 1,506 1,523 1,527 6,074 Office expenses 1,209 1,331 1,224 1,375 5,140 Depreciation expenses 630 648 646 540 2,466 Taxes and public dues 180 128 144 188 642 Provision for allowance for doubtful accounts 1 0 — — —

Others 300 229 248 302 1,081 Total selling, general and administrative expenses 11,565 11,352 11,597 16,189 50,702

Operating income 1,313 1,160 2,620 10,155 15,252 Non-operating income 495 434 553 922 2,405

Amortization of negative goodwill 37 37 37 0 113 Investment profit on equity method 92 71 186 487 838 Others 366 325 329 434 1,453

Non-operating expenses 70 77 65 123 337 Others 70 77 65 123 337

Ordinary income 1,738 1,517 3,109 10,954 17,320 Extraordinary gains 5 530 621 626 729 Extraordinary losses 603 604 4 80 237 Income before income taxes and minority interests 1,140 1,442 3,727 11,501 17,812

Income taxes-current 101 943 1,501 6,166 8,712 Income taxes-deferred 120 (311) 122 (2,127) (2,196)Income before minority interests 918 811 2,103 7,462 11,296 Minority interests 3 5 7 6 23 Net income 915 805 2,095 7,456 11,273

Member of the Financial Accounting Standards Foundation ...

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