SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(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, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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 For the transition period from to Commission file number: 333-150010 Mitsui Sumitomo Kaijo Grupu Horudingusu Kabushiki Kaisha (Exact name of registrant as specified in its charter) Mitsui Sumitomo Insurance Group Holdings, Inc. (Translation of registrant’s name into English) Japan 27-2, Shinkawa 2-chome (Jurisdiction of incorporation or Chuo-ku, Tokyo 104-8252 organization) Japan (Address of principal executive offices) Tsuyoshi Hatae, +81-3-3297-6493, [email protected], +81-3-3297-6920, 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8252, Japan (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered N/A N/A Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Common Stock (Title of Class) 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. On April 1, 2008, the registrant was formed and issued shares of its common stock to the then shareholders of Mitsui Sumitomo Insurance Co., Ltd. (“Mitsui Sumitomo Insurance”) in exchange for the shares of Mitsui Sumitomo Insurance’s common stock that they held, at the exchange ratio of 0.3 shares of the registrant’s common stock for each share of Mitsui Sumitomo Insurance’s common stock. As of March 31, 2008, 1,404,402,464 shares of Mitsui Sumitomo Insurance’s common stock were outstanding, which were equivalent to 421,320,739 shares of the registrant’s common stock. 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 1934. 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 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 basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, 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 TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 11 Item 4A. Unresolved Staff Comments 49 Item 5. Operating and Financial Review and Prospects 49 Item 6. Directors, Senior Management and Employees 81 Item 7. Major Shareholders and Related Party Transactions 87 Item 8. Financial Information 88 Item 9. The Offer and Listing 89 Item 10. Additional Information 92 Item 11. Quantitative and Qualitative Disclosures About Market Risk 105 Item 12. Description of Securities Other Than Equity Securities 110 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 111 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 111 Item 15T. Controls and Procedures 111 Item 16A. Audit Committee Financial Expert 111 Item 16B. Code of Ethics 111 Item 16C. Principal Accountant Fees and Services 111 Item 16D. Exemption from the Listing Standards for Audit Committees 112 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 112 PART III Item 17. Financial Statements 112 Item 18. Financial Statements 112 Item 19. Exhibits 113 Index to Consolidated Financial Statements and Financial Statement Schedule F-1 Mitsui Sumitomo Insurance Group Holdings, Inc. was formed on April 1, 2008, at which time it issued shares of its common stock to the then shareholders of Mitsui Sumitomo Insurance Co., Ltd. in exchange for the shares of the latter company’s common stock that they held. As a result, Mitsui Sumitomo Insurance Group Holdings, Inc. is now the ultimate parent company of the consolidated group companies of which Mitsui Sumitomo Insurance Co., Ltd. was previously the ultimate parent company. Information of the Company as of or for a period ended a date prior to April 1, 2008 that is disclosed in this annual report is information of Mitsui Sumitomo Insurance and/or its consolidated group companies. As used in this annual report, references to the “Company” are to Mitsui Sumitomo Insurance Group Holdings, Inc. when the references relate to the period on or after April 1, 2008, and to Mitsui Sumitomo Insurance Co., Ltd. when the references relate to the period on or prior to March 31, 2008. Also, as used in this annual report, references to “we”, “our” and “us” are to the Company and, except as the context otherwise requires, its subsidiaries. As used in this annual report, “U.S. dollar” or “$” means the lawful currency of the United States of America, and “yen” or “¥” means the lawful currency of Japan. As used in this annual report, “U.S. GAAP” means accounting principles generally accepted in the United States, and “Japanese GAAP” means accounting principles generally accepted in Japan. PART I Item 1. Identity of Directors, Senior Management and Advisers. Not applicable. Item 2. Offer Statistics and Expected Timetable. Not applicable. Item 3. Key Information. A. Selected Financial Data. U.S. GAAP Selected Financial Data The following selected financial data have been derived from the Company’s consolidated financial statements included in this annual report. These financial statements were prepared in accordance with U.S. GAAP. You should read these data together with Item 5 of this annual report and the Company’s consolidated financial statements included in this annual report. Selected Financial Data Prepared in Accordance with U.S. GAAP Year Ended March 31, 2005 2006 2007 2008 (Yen in millions, except per share data) Income Statement Data: Net premiums written ¥1,402,977 ¥ 1,458,507 ¥ 1,489,379 ¥ 1,537,616 Net premiums earned 1,357,748 1,422,801 1,469,080 1,502,685 Premium income for life insurance contracts 156,254 179,430 193,551 192,731 Investment income, net of investment expenses 119,479 156,102 179,189 185,265 Net realized gains (losses) on investments 50,992 50,199 24,315 (17,370) Total revenue 1,684,473 1,808,532 1,866,135 1,863,311 Losses and claims incurred and provided for 918,771 881,623 909,656 906,257 Total expenses 1,617,400 1,627,555 1,698,696 1,709,552 Net income 46,694 119,890 113,916 104,796 Balance sheet data (period end): Total investments 7,481,988 7,943,462 7,293,449 Total assets 9,398,714 9,877,032 9,326,325 Total liabilities 6,742,777 6,985,891 6,898,440 Common stock 137,495 137,495 137,495 Accumulated other comprehensive income 1,119,324 1,255,766 713,667 Total shareholders’ equity 2,652,968 2,874,460 2,409,299 Number of shares outstanding 1,513,184,880 1,513,184,880 1,404,402,464 Per share data: Net income per share — basic ¥ 32.37 ¥ 84.11 ¥ 80.24 ¥ 74.28 Shareholders’ equity per share (1) 1,432.11 1,867.47 2,036.89 1,715.53 Cash dividends per share 8.50 13.50 15.00 15.00 Cash dividends per share (2) $ 0.12 Key ratios (3): Net loss ratio (4) 67.7% 62.0% 61.9% 60.3% Combined loss and expense ratio (5) 102.7% 97.6% 99.1% 98.7% Notes: (1) At period end, calculated using the number of shares then outstanding (excluding shares held by the Company). (2) Calculating using the yen-dollar exchange rate at the date of the shareholders’ meeting at which the relevant dividend payment was approved. (3) The key ratios relate to the property and casualty insurance reportable segment. (4) The ratio of losses incurred to net premiums earned.