##### Table of Contents

 

 

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 20-F**

 

**
 
**

 

**OR**

 

**For the fiscal year ended March 31, 2010**

**OR**

 

**OR**

 

**Date of event requiring this shell company report**

**For the transition period from                 to                     **

**Commission file number: 333-163336**

 

**
 
**

**NKSJHorudingusu Kabushiki Kaisha**

**(Exact name of registrant as specified in its charter)**

**NKSJ Holdings, Inc.**

**(Translation of registrant’s name into English)**

 

**
 
**

 

**Hirohisa Kurumida, +81-3-3349-3000, hirohisa.kurumida@nksj-hd.co.jp, +81-3-3349-6546,**

**26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, Tokyo 160-8338, 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:**

 

**Securitiesregistered 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 thenumber 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, 2010, the registrant was formed and issued shares of its common stock to the then shareholders of SOMPO JAPANINSURANCE INC. (“Sompo Japan”) and NIPPONKOA Insurance Company, Limited (“Nipponkoa”) in exchange for the shares of Sompo Japan’s common stock and Nipponkoa’s common stock that they held, at the exchange ratio of oneshare of the registrant’s common stock for each share of Sompo Japan’s common stock, and 0.9 share of the registrant’s common stock for each share of Nipponkoa’s common stock. As of March 31, 2010, 984,055,299 shares of SompoJapan’s common stock were outstanding, which were equivalent to 981,055,299 shares of the registrant’s common stock. As of the same date, 752,453,310 shares of Nipponkoa’s common stock were outstanding, which were equivalent to752,453,310 shares of the registrant’s common stock.**

**Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes   ̈****    No  x******

**If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of1934.    Yes   ̈****    No  x******

**Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities 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 past90 days.    Yes  x****    No   ̈******

**Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles).    Yes   ̈****    No  x******

**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):**

**Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:**

**If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant 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 ofthe Exchange Act).    Yes   ̈****    No  x******

 

 

 

Table of Contents
**TABLE OF CONTENTS**

 
   **Page**
**PART I**
  
Item 1.
  
Identity of Directors, Senior Management and Advisers. 
  5
Item 2.
  
Offer Statistics and Expected Timetable. 
  5
Item 3.
  
Key Information. 
  5  
A. Selected Financial Data. 
  5  
B. Capitalization and Indebtedness. 
  9  
C. Reasons for the Offer and Use of Proceeds. 
  9  
D. Risk Factors. 
  9  
Unaudited Pro Forma Condensed Combined Financial Statements
  19
Item 4.
  
Information on the Company. 
  31  
A. History and Development of the Company. 
  31  
B. Business Overview. 
  33  
C. Organizational Structure. 
  72  
D. Property, Plants and Equipment. 
  73
Item 4A.
  
Unresolved Staff Comments. 
  73
Item 5.
  
Operating and Financial Review and Prospects. 
  73  
Sompo Japan 
  75  
A. Operating Results. 
  75  
B. Liquidity and Capital Resources. 
  114  
C. Research and Development, Patents and Licenses, etc.
  116  
D. Trend Information. 
  116  
E. Off-Balance Sheet Arrangements. 
  116  
F. Tabular Disclosure of Contractual Obligations.
  117  
Nipponkoa 
  117  
A. Operating Results. 
  135  
B. Liquidity and Capital Resources.
  145  
C. Research and Development, Patents and Licenses, etc.
  147  
D. Trend Information. 
  147  
E. Off-Balance Sheet Arrangements. 
  147  
F. Tabular Disclosure of Contractual Obligations. 
  147
Item 6.
  
Directors, Senior Management and Employees. 
  148  
A. Directors and Senior Management. 
  148  
B. Compensation. 
  152  
C. Board Practices. 
  152  
D. Employees. 
  152  
E. Share Ownership. 
  152
Item 7.
  
Major Shareholders and Related Party Transactions. 
  153  
A. Major Shareholders. 
  153  
B. Related Party Transactions. 
  153  
C. Interests of Experts and Counsel. 
  154
Item 8.
  
Financial Information. 
  154  
A. Consolidated Statements and Other Financial Information. 
  154  
B. Significant Changes. 
  155
Item 9.
  
The Offer and Listing. 
  155  
A. Offer and Listing Details. 
  155  
B. Plan of Distribution. 
  157  
C. Markets. 
  157
 

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Table of Contents   **Page**  
D. Selling Shareholders. 
  157  
E. Dilution. 
  158  
F. Expenses of the Issue. 
  158
Item 10.
  
Additional Information. 
  158  
A. Share Capital. 
  158  
B. Memorandum and Articles of Association. 
  158  
C. Material Contracts. 
  164  
D. Exchange Controls. 
  165  
E. Taxation. 
  166  
F. Dividends and Paying Agents. 
  170  
G. Statement by Experts. 
  170  
H. Documents on Display. 
  170  
I. Subsidiary Information. 
  170
Item 11.
  
Quantitative and Qualitative Disclosures About Market Risk.
  170
Item 12.
  
Description of Securities Other Than Equity Securities.
  180
**PART II**
  
Item 13.
  
Defaults, Dividend Arrearages and Delinquencies. 
  181
Item 14.
  
Material Modifications to the Rights of Security Holders and Use of Proceeds. 
  181
Item 15T.
  
Controls and Procedures. 
  181
Item 16A.
  
Audit Committee Financial Expert. 
  181
Item 16B.
  
Code of Ethics. 
  181
Item 16C.
  
Principal Accountant Fees and Services. 
  182
Item 16D.
  
Exemption from the Listing Standards for Audit Committees. 
  183
Item 16E.
  
Purchases of Equity Securities by the Issuer and Affiliated Purchasers. 
  183
Item 16F.
  
Change in Registrant’s Certified Accountant. 
  183
Item 16G.
  
Corporate Governance. 
  183
**PART III**
  
Item 17.
  
Financial Statements. 
  184
Item 18.
  
Financial Statements. 
  184
Item 19.
  
Exhibits. 
  184
Index to Financial Statements 
  F-1
*NKSJ Holdings, Inc.was formed on April 1, 2010, at which time it issued shares of its common stock to the then shareholders of SOMPO JAPAN INSURANCE INC. and NIPPONKOA Insurance Company, Limited in exchange for the shares of the latter two companies’ commonstock that they held (the “Share Exchange”). As a result, NKSJ Holdings, Inc. is now the ultimate parent company of the consolidated group companies of which SOMPO JAPAN INSURANCE INC. and NIPPONKOA Insurance Company, Limited werepreviously the respective ultimate parent company. Information of the Company as of or for a period ended a date prior to April 1, 2010 that is disclosed in this annual report is information of either (i) SOMPO JAPAN INSURANCE INC. and/orits consolidated group companies, or (ii) NIPPONKOA Insurance Company, Limited and/or its consolidated group companies.*

*As used in this annual report, references to the “Company” or “NKSJ” are to NKSJ Holdings, Inc. Also, as used inthis annual report, references to “we”, “our” and “us” are to the Company and, except as the context otherwise requires, its subsidiaries.*

*Unless the context otherwise requires, references in this annual report to “Sompo Japan” refer to Sompo Japan and itsconsolidated subsidiaries, and references to “Nipponkoa” refer to Nipponkoa and its consolidated 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, “IFRS” means the International Financial Standards as issued by the International Accounting Standards Board, and “Japanese GAAP” means accountingprinciples generally accepted in Japan.*

 

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Table of Contents
**FORWARD-LOOKING STATEMENTS**

This annual report contains forward-looking statements that are based on our current expectations, intentions, assumptions, estimates andprojections about our businesses and 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 terminologysuch as “may”, “will”, “expect”, “anticipate”, “estimate”, “plan”, “intend”, “target” or similar words. These statements discuss future expectations, identifystrategies, 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 andother 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 actualresults 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 elsewherein this annual report. 

 

4 

Table of Contents
**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 of Sompo Japan**

The following selected financial data have been derived from Sompo Japan’s consolidated financial statements included in this annualreport. These financial statements were prepared in accordance with U.S. GAAP. You should read these data together with the disclosure related to Sompo Japan under Item 5 and Sompo Japan’s consolidated financial statements included in thisannual report. 

**Selected Financial Data Prepared in Accordance with U.S. GAAP**

 
   **Year Ended March 31,**    **        2010        **  **        2009        **  **        2008        **    **(Yen in millions, except share numbers, per share data**