FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Commission File Number: 333-150010

For the Month of October, 2010

MS&AD Insurance Group Holdings, Inc.

(Translation of registrant’s name into English)

3-7, Yaesu 1-chome,
Chuo-ku, Tokyo 103-0028, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F x		Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Information furnished on this form:

Table of Contents


1.		[English Translation]

~~Summary~~MS&AD ofHoldings ~~Financial~~Announces ~~Statements~~Conversion ~~for~~of ~~the~~Mitsui ~~Year~~Sumitomo ~~Ended~~MetLife ~~March 31,~~Insurance Company ~~2010~~into ~~(Under U.S.~~a ~~GAAP)~~Wholly Owned Subsidiary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MS&AD Insurance Group Holdings, Inc.
Date: October 4, 2010	By:	/s/ Yasuaki Tamai
Date: October 29, 2010	By:	/s/ Yasuaki Tamai
		Yasuaki Tamai
		General Manager General Administration Dept.

[English Translation]

~~September~~October 3029, 2010

~~SUMMARY~~MS&AD OFInsurance ~~FINANCIAL~~Group ~~STATEMENTS FOR THE YEAR ENDED MARCH 31~~Holdings, ~~2010 (UNDER U~~Inc.~~S. GAAP)~~

Name of Listed Company:		MS&AD Insurance Group Holdings, Inc.
		(Formerly, Mitsui Sumitomo Insurance Group Holdings, Inc.)
Securities Code Number:		8725
Stock Exchanges:		Tokyo, Osaka, Nagoya
URL:		http://www.ms-ad-hd.com
Representative:		Toshiaki Egashira, President
Contact:		Keisuke Kawamoto, Manager, Consolidated Accounting Section, Accounting Department
		Telephone : (03)-6202-5273

MS&AD Holdings Announces Conversion of Mitsui Sumitomo MetLife Insurance Company
into a Wholly Owned Subsidiary

~~Consolidated~~The ~~Business~~Board ~~Results~~of ~~for~~MS&AD ~~the~~Insurance ~~year~~Group ~~ended~~Holdings, ~~March~~Inc. (“MS&AD Holdings”) held on October 3129, 2010 resolved ~~(April 1~~the terms and conditions to acquire all shares of Mitsui Sumitomo MetLife Insurance Company, ~~2009~~Ltd. (“MSI Met”) subject to ~~March 31~~approvals from applicable governmental authorities and executed a Share Purchase Agreement with MetLife Worldwide Holdings, ~~2010~~Inc. (“MetLife Worldwide”), a subsidiary of MetLife, Inc. (“MetLife”), to convert MSI Met into a wholly owned subsidiary, as follows:

~~(Note)~~1. ~~Amounts~~Reasons ~~and~~for ~~ratios~~Conversion ~~are~~into ~~rounded.~~ a Wholly Owned Subsidiary

(Our group positions life insurance business as an important growing business segment and since entering the individual annuity insurance market with MSI Met in 2002, we have achieved a steady growth in its business and MSI Met has established a firm status in the market as a leading company. As MetLife expects to complete its acquisition of American Life Insurance Company in 2010, we have reached to an agreement on acquisition of MSI Met’s shares held by MetLife Worldwide upon closing, on or about April 1), ~~Results~~2011. Through the conversion of ~~Consolidated~~MSI ~~Operations~~Met into a wholly owned subsidiary, we believe the solid coordination within our group to be enhanced. MSI Met, as a core subsidiary in the group, will leverage the know-how and relationship with financial institutions and serve products that fit client’s needs in order to further enhance a position in the individual annuity insurance market. Meanwhile, MetLife and MS&AD Holdings have agreed to continue and maintain a strong business relationship globally.

						Income (loss) before						Net income (loss)
	Total revenues					income taxes						attributable to MSIG
	(Yen in millions)		%			(Yen in millions)			%			(Yen in millions)			%
Year ended March 31,
2010		1,717,479		(0.0	)		67,416			—			49,983			—
2009		1,717,643		(7.8	)		(81,976	)		(153.3	)		(70,240	)		(167.0	)


2.		Changes of Corporate Name through the Conversion of MSI Met into a Wholly Owned Subsidiary

~~Percent~~MSI ~~figures~~Met’s ~~represent~~corporate ~~changes~~name ~~from~~is ~~the~~planned ~~preceding~~to ~~fiscal~~be ~~year~~changed upon closing, on or about April 1, 2011. It will be announced as soon as a decision is made.

				Net income		Net income
	Net income			(loss)		(loss)
	(loss)			attributable		attributable			Income (loss)			Income (loss)
	attributable			to MSIG per		to MSIG to			before			before income
	to MSIG per			share —		shareholders’			income taxes to			taxes to total
	share — basic			diluted		equity			total assets			revenues
	(Yen)			(Yen)		%			%			%
Year ended March 31,
2010		119.30			—		2.7			0.8			3.9
2009		(166.82	)		—		(3.4	)		(0.9	)		(4.8	)

(Supplement) 1.Proportionate share of the affiliates’ income:	Year ended March 31, 2010	(8,205) million yen
	Year ended March 31, 2009	8,658 million yen
(Supplement) 2.Weighted average common shares outstanding:	Year ended March 31, 2010	418,961 thousand shares
	Year ended March 31, 2009	421,052 thousand shares
(Note) Based on the new accounting standards regarding noncontrolling interest, category names “income (loss) before income taxes” and “net income” in the previous summaries are shown as “income (loss) before income taxes” and “net income (loss) attributable to MSIG”.

(2) Consolidated Financial Conditions

					Shareholders’ equity		Shareholders’ equity
	Total assets		Total shareholders’ equity		to total assets		per share
	(Yen in millions)		(Yen in millions)		%		(Yen)
Year ended March 31,
2010		8,444,736		1,992,480		23.6		4,801.69
2009		8,234,855		1,676,684		20.4		3,998.77

(Supplement) Number of outstanding shares at end of year:		Year ended March 31, 2010 Year ended March 31, 2009		414,954 thousand shares 419,300 thousand shares
(Note) Figures of total shareholders’ equity are figures of “total MSIG shareholders’ equity” in the consolidated balance sheets.

(3) Consolidated Cash Flows

	Net cash provided		Net cash provided by (used		Net cash used in			Cash and cash equivalents
	by operating activities		in) investing activities		financing activities			at end of year
	(Yen in millions)		(Yen in millions)		(Yen in millions)			(Yen in millions)
Year ended March 31,
2010		94,672		58,031		(234,762	)		381,939
2009		157,480		84,693		(109,075	)		455,444

~~CONSOLIDATED~~3. ~~BALANCE~~Details ~~SHEETS~~ of Share Purchase

	(Yen in millions)
	As of March 31,
	2009			2010			Change
ASSETS
Investments — other than investments in affiliates:
Securities available for sale:
Fixed maturities, at fair value		2,994,870			3,012,303			17,433
Equity securities, at fair value		1,703,433			1,997,746			294,313
Securities held to maturity:
Fixed maturities, at amortized cost		475,576			506,307			30,731
Mortgage loans on real estate		9,224			7,260			(1,964	)
Investment real estate, at cost less accumulated depreciation		40,992			36,698			(4,294	)
Policy loans		43,254			44,339			1,085
Other long-term investments		711,653			691,625			(20,028	)
Short-term investments		106,852			69,139			(37,713	)
Total investments		6,085,854			6,365,417			279,563
Cash and cash equivalents		455,444			381,939			(73,505	)
Investments in and indebtedness from affiliates:
Investments		66,523			75,927			9,404
Indebtedness		2,857			3,128			271
Total investments in and indebtedness from affiliates		69,380			79,055			9,675
Accrued investment income		20,228			16,857			(3,371	)
Premiums receivable and agents’ balances		144,005			152,030			8,025
Prepaid reinsurance premiums		203,477			195,626			(7,851	)
Funds held by or deposited with ceding reinsurers		78,756			83,690			4,934
Reinsurance recoverable on paid losses		58,149			63,410			5,261
Reinsurance recoverable on unpaid losses		304,228			293,347			(10,881	)
Property and equipment, net of accumulated depreciation		232,047			224,880			(7,167	)
Deferred policy acquisition costs		325,539			345,731			20,192
Goodwill		63,254			66,250			2,996
Other assets		194,494			176,504			(17,990	)
Total assets		8,234,855			8,444,736			209,881
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Losses and claims:
Reported and estimated losses and claims		1,196,144			1,166,016			(30,128	)
Adjustment expenses		60,378			61,061			683
Total losses and claims		1,256,522			1,227,077			(29,445	)
Unearned premiums		1,385,290			1,381,524			(3,766	)
Future policy benefits for life insurance contracts		970,217			1,022,413			52,196
Investment deposits by policyholders		2,043,991			1,956,376			(87,615	)
Indebtedness to affiliates		1,616			4,686			3,070
Income tax payable		9,401			10,331			930
Deferred tax liabilities		238,083			397,585			159,502
Retirement and severance benefits		126,538			120,334			(6,204	)
Ceded reinsurance balances payable		74,000			75,697			1,697
Short-term debt		70,000			—			(70,000	)
Long-term debt		94,961			94,969			8
Other liabilities		274,720			152,866			(121,854	)
Total liabilities		6,545,339			6,443,858			(101,481	)
Shareholders’ equity:
Common stock		100,000			100,000			—
Additional paid-in capital		123,969			123,970			1
Retained earnings		1,377,400			1,406,964			29,564
Accumulated other comprehensive income		79,960			376,234			296,274
Treasury stock		(4,645	)		(14,688	)		(10,043	)
Total MSIG shareholders’ equity		1,676,684			1,992,480			315,796
Noncontrolling interests		12,832			8,398			(4,434	)
Total shareholders’ equity		1,689,516			2,000,878			311,362
Total liabilities and shareholders’ equity		8,234,855			8,444,736			209,881

MS&AD Holdings will acquire all of the shares held by MetLife Worldwide, a subsidiary of MetLife, upon closing, on or about April 1, 2011.
Aggregate purchase price of the shares (both common shares and perpetual non-voting common shares) representing a 50% economic interest in the company is approximately 22.5 billion yen.

Shares owned by

Voting rights owned by

MS&AD Holdings

MS&AD Holdings (Note 1)

Before share purchase

Common shares:

6,579

Voting rights:

6,579

Perpetual non-voting common shares:

(Voting ratio: 51%)

Total:

6,579

(Shareholding ratio: 50%)

Share purchase

Common shares:

6,321

Voting rights:

6,321

Perpetual non-voting common shares:

259

(Voting ratio: 49%)

Total:

6,580

(Shareholding ratio: 50%)

After Share Purchase

Common shares:

12,900

Voting rights:

12,900

Perpetual non-voting common shares:

259

(Voting ratio: 100%)

Total:

13,159

(Shareholding ratio: 100%)


		(Note 1) No voting right is allocated to a perpetual non-voting common share.


4.		Outline of MSI Met (As of March 31, 2010)


(1) Corporate name		Mitsui Sumitomo MetLife Insurance Company, Ltd.

(2) Address		Yaesu 1-3-7, Chuo-ku, Tokyo, Japan

(3) President		Yukio Higuchi, President and Representative Director

(4) Business		Life insurance business

(5) Capital		41.06 billion yen

(6) Incorporation date		September 7, 2001


(7) Major shareholders and their shareholding ratio	MetLife Worldwide MS&AD Holdings	6,580 Shares (50%) 6,579 Shares (50%)

(8) Relationship with MS&AD Holdings	Capital Relationship	MSI Met is a 50% owned equity method affiliate of MS&AD Holdings

	Personnel Relationship	There is an interlocking director (1 person)

	Transaction Relationship	Not applicable

(9) Consolidated operating results and consolidated financial condition

(Million Yen)


	FYE March 2008			FYE March 2009			FYE March 2010
Ordinary revenue		650,221			717,122			885,402
Ordinary expense		670,432			730,775			870,857
Ordinary profits		(20,210	)		(13,652	)		14,544
Earnings after tax		(12,466	)		(8,929	)		8,922
Net assets		15,018			26,495			35,393
Total assets		2,543,102			2,470,766			3,116,508

~~CONSOLIDATED~~5. ~~STATEMENTS~~Outline OFof ~~OPERATIONS~~ MetLife Worldwide (As of June 30, 2010)

	(Yen in millions)
(1) Corporate name	MetLife Worldwide Holdings, Inc.
	Years ended March 31,
(2) Address	United States of America
	2009			2010			Change
Revenues:
Net premiums written		1,448,273			1,395,238			(53,035	)
Less increase (decrease) in unearned premiums		(60,130	)		(1,399	)		58,731
Net premiums earned		1,508,403			1,396,637			(111,766	)
Premium income for life insurance contracts		190,113			188,373			(1,740	)
Investment income, net of investment expenses		154,012			127,733			(26,279	)
Net realized gains (losses) on investments:
Total other-than-temporary impairment losses on investments		—			(15,666	)		—
Portion of losses recognized in other comprehensive income		—			746			—
Net other-than-temporary losses recognized in earnings		—			(14,920	)		—
Other realized gains on investments		—			19,656			—
Net realized gains (losses) on investments		(134,885	)		4,736			139,621
Total revenues		1,717,643			1,717,479			(164	)
Expenses:
Losses, claims and loss adjustment expenses:
Losses and claims incurred and provided for		960,041			855,914			(104,127	)
Related adjustment expenses		90,235			81,971			(8,264	)
Policyholder benefits for life insurance contracts		154,056			150,346			(3,710	)
Amortization of policy acquisition costs		398,660			345,204			(53,456	)
Investment income credited to investment deposits by policyholders		44,573			47,304			2,731
Other expenses, net		152,054			169,324			17,270
Total expenses		1,799,619			1,650,063			(149,556	)
Income before income taxes		(81,976	)		67,416			149,392
Income taxes:
Current		29,874			18,485			(11,389	)
Deferred		(41,910	)		(1,398	)		40,512
Total income tax (benefit) expense		(12,036	)		17,087			29,123
Net income (loss)		(69,940	)		50,329			120,269
Less: Net income attributable to noncontrolling interests		300			346			46
Net income (loss) attributable to MSIG		(70,240	)		49,983			120,223
					(Yen)
Earnings (loss) per share:
Earnings (loss) attributable to MSIG:
Basic and diluted		166.82			119.30

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


(3) Relationship with MS&AD Holdings	Capital Relationship	Not applicable

	Personnel Relationship	Not applicable

	Transaction Relationship	Reinsurance transaction between a group company of MetLife Worldwide and MSI Met

	(Yen in millions)
	Years ended March 31,
	2009			2010			Change
Net income (loss)		(69,940	)		50,329			120,269
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(66,853	)		11,132			77,985
Unrealized losses on fixed maturity securities on which other-than- temporary credit impairment losses were recognized in net income		—			(484	)		(484	)
Unrealized gains (losses) on all other securities		(563,812	)		285,886			849,698
Pension liability adjustments		(6,919	)		2,095			9,014
Other comprehensive income (loss)		(637,584	)		298,629			936,213
Comprehensive income (loss)		(707,525	)		348,958			1,056,483
Comprehensive income (loss) attributable to noncontrolling interests		(3,578	)		477			4,055
Comprehensive income (loss) attributable to MSIG		(703,947	)		348,481			1,052,428

MetLife Worldwide, from whom MS&AD Holdings expects to acquire MSI Met’s shares, does not disclose details of its business including financials. Therefore, some of items required in the outline above are omitted. Please refer to the below for the outline of MetLife, a parent company of MetLife Worldwide.


(1) Corporate name		MetLife, Inc.

(2) Address		200 Park Avenue, New York, NY 10166-0188, United States of America

(3) President		C. Robert Henrikson

(4) Business		Financial services

(5) Capital		16,905 million dollars

(6) Incorporation		1999

(7) Major shareholders and their shareholding ratio		Publicly traded company


(8) Relationship with MS&AD Holdings	Capital Relationship	Not applicable

	Personnel Relationship	Not applicable

	Transaction Relationship	Reinsurance transaction between a group company of MetLife and MSI Met

(9) Consolidated operating results and consolidated financial condition

(Million Dollars, except per share data)


	FYE December 2007			FYE December 2008			FYE December 2009
Ordinary revenue		47,152			50,984			41,058
Ordinary expense		41,372			45,923			45,391
Ordinary profits		5,780			5,061			(4,333	)
(per share) (Note 2)		(7.58	)		(6.80	)		((5.29)	)
Earnings after tax (Note 3)		4,180			3,084			(2,368	)
(per share) (Note 2)		(5.48	)		(4.14	)		((2.89)	)
Net assets		36,985			23,985			33,498
Total assets		559,149			501,678			539,314
Dividends per share		0.74			0.74			0.74
(Note 2)


		(Note 2) Unit: Dollars, fully diluted basis.

		(Note 3) Earnings after tax available to MetLife’s common shareholders.

~~CONSOLIDATED~~6. ~~STATEMENTS OF CHANGES IN EQUITY~~ Schedule

	(Yen in millions)
(1) Board meeting (MS&AD Holdings):	October 29, 2010
	Years ended March 31,
(2) Execution of Share Purchase Agreement:	October 29, 2010
	2009			2010			Change
(3) Transfer of MSI Met’s shares:	April 1, 2011 (tentative)
Common stock:
(4) MSI Met’s corporate name change:	April 1, 2011 (tentative)
Balance at beginning and end of year		100,000			100,000			—
Additional paid-in capital:
Balance at beginning of year		123,981			123,969			(12	)
Gain on sales of treasury stock		1			—			(1	)
Retirement of treasury stock		(13	)		1			14
Balance at end of year		123,969			123,970			1
Retained earnings:
Balance at beginning of year		1,471,651			1,377,400			(94,251	)
Cumulative effect of change in accounting principle, net of tax		—			2,224			2,224
Net income (loss) attributable to MSIG		(70,240	)		49,983			120,223
Dividends paid		(24,011	)		(22,643	)		1,368
Balance at end of year		1,377,400			1,406,964			29,564
Accumulated other comprehensive income:
Balance at beginning of year		713,667			79,960			(633,707	)
Cumulative effect of change in accounting principle, net of tax		—			(2,224	)		(2,224	)
Other comprehensive income (loss) attributable to MSIG, net of tax		(633,707	)		298,498			932,205
Balance at end of year		79,960			376,234			296,274
Treasury stock:
Balance at beginning of year		—			(4,645	)		(4,645	)
Purchase of common shares		(4,725	)		(10,048	)		(5,323	)
Sale of common shares		80			5			(75	)
Retirement of treasury stock		(4,645	)		(14,688	)		(10,043	)
Balance at end of year
Noncontrolling interests:
Balance at beginning of year		18,585			12,832			(5,753	)
Transactions between MSIG and noncontrolling interests		(1,009	)		(4,000	)		(2,991	)
Net income attributable to noncontrolling interests		300			346			46
Other comprehensive income (loss):		(4,914	)		1,614			6,528
Foreign currency translation adjustments		1,107			(1,483	)		(2,590	)
Unrealized gains (losses) on securities		(1,235	)		(911	)		324
Dividends paid to noncontrolling interests		(2	)		0			2
Other		12,832			8,398			(4,434	)
Balance at end of year
Total equity		1,689,516			2,000,878			311,362
					(Yen)
Cash dividends per share		57.00			54.00


7.		Prospects

MSI Met will become a consolidated subsidiary of MS&AD Holdings from an equity method affiliate as a result of the share purchase. Effects on the consolidated operating results of MS&AD Holdings subsequent to fiscal year ending March 2012 will be announced once it becomes clear.
There are no revisions to the consolidated operating forecast for the fiscal year ending March 2011, announced on May 20, 2010 due to the shares purchase.

-End-

CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Yen in millions)
	Years ended March 31,
	2009			2010			Change
Net cash provided by operating activities:
Net income (loss)		(69,940	)		50,329			120,269
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Valuation allowance for credit losses		1,798			3,257			1,459
Impairment losses of long-lived assets		817			6,198			5,381
Realized losses (gains) from sales or revaluation of investments		117,897			9,492			(108,405	)
Amortization of fixed maturity securities		116			3,615			3,499
Depreciation		27,413			29,001			1,588
Provision for retirement and severance benefits		(155	)		(2,952	)		(2,797	)
Deferred income taxes		(41,910	)		(1,398	)		40,512
Decrease (increase) in assets:
Net insurance related assets		(26,300	)		(11,124	)		15,176
Deferred policy acquisition costs		27,261			(19,394	)		(46,655	)
Accrued investment income		3,188			3,354			166
Derivative assets		(9,348	)		12,250			21,598
Other assets		705			(8,580	)		(9,285	)
Increase (decrease) in liabilities:
Losses and claims		93,444			(30,498	)		(123,942	)
Unearned premiums		(55,961	)		(1,216	)		54,745
Future policy benefits		41,845			44,736			2,891
Income taxes		(17,521	)		16,027			33,548
Derivative liabilities		(10,337	)		(26,861	)		(16,524	)
Other liabilities		17,476			(37,067	)		(54,543	)
Interest credited to policyholders’ contract deposits		44,573			47,304			2,731
Other, net		12,419			8,199			(4,220	)
Net cash provided by operating activities		157,480			94,672			(62,808	)
Cash flows from investing activities:
Proceeds from:
Securities available for sale:
Fixed maturities		475,425			247,594			(227,831	)
Equity securities		181,957			179,709			(2,248	)
Fixed maturities available for sale matured		295,677			353,216			57,539
Fixed maturities held to maturity matured		4,044			2,068			(1,976	)
Investment real estate		32			745			713
Collection of:		2,744			5,295			2,551
Mortgage loans on real estate
Policy loans		1,785			2,950			1,165
Other long-term investments		45,194			33,648			(11,546	)
Purchases of:		193,644			178,084			(15,560	)
Securities available for sale:
Fixed maturities		(572,987	)		(559,572	)		13,415
Equity securities		(274,390	)		(95,931	)		178,459
Securities held to maturity:
Fixed maturities		(38,518	)		(37,413	)		1,105
Investments in:
Mortgage loans on real estate		(1,185	)		(970	)		215
Investment real estate		(1,448	)		(1,368	)		80
Policy loans		(33,899	)		(49,746	)		(15,847	)
Other long-term investments		(172,408	)		(145,810	)		26,598
Property and equipment		(16,125	)		(16,686	)		(561	)
Increase (decrease) in cash received under securities lending transactions		24,466			(60,509	)		(84,975	)
Decrease (increase) in short-term investments, net		(11,382	)		31,628			43,010
Decrease (increase) in investments in and indebtedness from affiliates		(4,250	)		1,700			5,950
Business acquired, net of cash acquired		—			(1,317	)		(1,317	)
Other, net		(13,683	)		(9,284	)		4,399
Net cash used in investing activities		84,693			58,031			(26,662	)
Cash flows from financing activities:
Investment deposits funded by policyholders		256,301			232,849			(23,452	)
Withdrawals of investment deposits by policyholders		(361,941	)		(363,290	)		(1,349	)
Increase (decrease) in commercial paper, net		(37,670	)		—			37,670
Proceeds from long-term debt		64,968			—			(64,968	)
Repayment of short-term debt		—			(70,000	)		(70,000	)
Acquisition of treasury stock		(4,725	)		(10,048	)		(5,323	)
Dividends paid to shareholders		(25,223	)		(23,521	)		1,702
Other, net		(785	)		(752	)		33
Net cash used in financing activities		(109,075	)		(234,762	)		(125,687	)
Effect of exchange rate changes on cash and cash equivalents		(45,944	)		8,554			54,498
Net change in cash and cash equivalents		87,154			(73,505	)		(160,659	)
Cash and cash equivalents at beginning of year		368,290			455,444			87,154
Cash and cash equivalents at end of year		455,444			381,939			(73,505	)

Notes to Consolidated Financial Statements (Summary)

1.		Basis of Presentation
		The consolidated financial statements of MS&AD Insurance Group Holdings, Inc. (formerly Mitsui Sumitomo Insurance Group Holdings, Inc.) and its consolidated subsidiaries are prepared in accordance with accounting principles generally accepted in the United States.
2.		Securities, etc.
		The components of securities, etc. were as follows:
(1)		Securities held to maturity

	(Yen in millions)
	Year ended March 31, 2009
			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses			Fair Value
Governments and government agencies and authorities
Other than U.S.A.		363,613		13,385		(902	)		376,096
Other municipalities and political subdivisions
Other than U.S.		1,112		—		—			1,112
Other corporate bonds		110,851		3,792		(7	)		114,636
Total securities held to maturity		475,576		17,177		(909	)		491,844

	(Yen in millions)
	Year ended March 31, 2010
			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		Losses			Fair Value
Governments and government agencies and authorities
Other than U.S.		388,433		8,796		(1,133	)		396,096
Other corporate bonds
Total securities held to maturity		117,874		4,980		(20	)		122,834
		506,307		13,776		(1,153	)		518,930

(2) Securities available for sale

	(Yen in millions)
	Year ended March 31, 2009
	Cost or		Gross Unrealized		Gross Unrealized			Carrying Amount /
	Amortized Cost		Gains		Losses			Fair Value
Fixed maturity securities:
Government and government agencies and authorities
U.S.		96,199		9,831		(1,028	)		105,002
Other than U.S.		723,315		24,027		(4,492	)		742,850
Municipalities and political subdivisions:
U.S.		100		—		(13	)		87
Other than U.S.		591,108		10,541		(14,209	)		587,440
Other corporate bonds		1,580,381		15,764		(36,654	)		1,559,491
Total fixed maturity securities		2,991,103		60,163		(56,396	)		2,994,870
Equity securities		1,113,120		613,690		(23,377	)		1,703,433
Total securities available for sale		4,104,223		673,853		(79,773	)		4,698,303

	(Yen in millions)
	Year ended March 31, 2010
	Cost or		Gross Unrealized		Gross Unrealized			Carrying Amount /
	Amortized Cost		Gains		Losses			Fair Value
Fixed maturity securities:
Government and government agencies and authorities
U.S.		89,349		7,661		(3,483	)		93,527
Other than U.S.		871,458		20,489		(3,856	)		888,091
Municipalities and political subdivisions:
U.S.		101		—		(7	)		94
Other than U.S.		516,015		11,934		(4,886	)		523,063
Other corporate bonds		1,480,830		38,101		(11,403	)		1,507,528
Total fixed maturity securities		2,957,753		78,185		(23,635	)		3,012,303
Equity securities		1,026,790		979,633		(8,677	)		1,997,746
Total securities available for sale		3,984,543		1,057,818		(32,312	)		5,010,049

(3) Trading securities

(Yen in millions)

Year ended March 31, 2009

Gross Unrealized

Cost

Gains

Losses

Fair Value

Money trusts included in short-term investments

15,227

188

(1,688

)

13,727

(Yen in millions)

Year ended March 31, 2010

Gross Unrealized

Cost

Gains

Losses

Fair Value

Money trusts included in short-term investments

9,187

(169

)

9,093

Notes to Consolidated Financial Statements (Summary)

3. Retirement and Severance Benefits The components of retirement and severance benefits were as follows:

	(Yen in millions)
	Years ended March 31,
	2009			2010
Components of net periodic benefit cost:
Service cost		11,607			11,466
Interest cost		5,465			6,104
Expected return on plan assets		(4,667	)		(4,153	)
Amortization of prior service cost		(2,509	)		(2,172	)
Recognized actuarial loss		1,109			2,016
Net periodic benefit cost		11,005			13,261

Reconciliations of beginning and ending balances of the benefit obligations and the fair value of the plan assets were as follows:

	(Yen in millions)
	Years ended March 31,
	2009			2010
Change in benefit obligations:
Benefit obligations at beginning of year		271,865			265,213
Service cost		11,607			11,466
Interest cost		5,465			6,104
Plan participants’ contributions		33			37
Actuarial loss (gain)		(10,681	)		3,709
Benefits paid		(13,076	)		(12,541	)
Benefit obligations at end of year		265,213			273,988
Change in plan assets:
Fair value of plan assets at beginning of year		155,578			138,675
Actual return on plan assets		(15,851	)		11,381
Employer contributions		4,359			9,176
Plan participants’ contributions		33			37
Benefits paid		(5,444	)		(5,615	)
Fair value of plan assets at end of year		138,675			153,654
Funded status		(126,538	)		(120,334	)
Amounts recognized in the balance sheets		(126,538	)		(120,334	)

Major weighted-average assumptions used to determine benefit obligations were as follows:

	Years ended March 31,
	2009			2010
Discount rate		2.30	%		2.20	%
Rate of increase in future compensation		4.10~4.60	%		4.10~4.60	%

Major weighted-average assumptions used to determine net cost were as follows:

	Years ended March 31,
	2009			2010
Discount rate		2.00	%		2.30	%
Expected long-term return on plan assets		3.00	%		3.00	%
Rate of increase in future compensation		4.10~4.60	%		4.10~4.60	%

Notes to Consolidated Financial Statements (Summary)

4. Income Taxes The effective tax rates of the Company differed from the Japanese statutory income tax rates for the following reasons:

	Years ended March 31,
	2009			2010
Japanese statutory income tax rate		(36.0	)%		36.0	%
Tax credit for dividends received		(10.0	)		(7.4	)
Lower tax rates applicable to income of subsidiaries		(1.5	)		(6.3	)
Dividends received from subsidiaries		2.4			4.3
Expenses not deductible for tax purposes		1.5			1.4
Tax expense for reorganization		19.0			—
Effects of valuation allowances on deferred tax assets		7.3			(0.4	)
Other		2.6			(2.2	)
Effective tax rate		(14.7	)%		25.4	%

The components of significant portions of deferred tax assets and deferred tax liabilities were as follows:

	(Yen in millions)
	Years ended March 31,
	2009			2010
Deferred tax assets and deferred tax liabilities:
Other deferred tax assets and deferred tax liabilities:
Deferred tax assets:
Reported and estimated losses and claims		74,431			74,109
Adjustment expenses		16,465			16,650
Retirement and severance benefits		45,362			43,034
Computer software development costs		12,838			14,228
Impairment of investments		60,636			57,440
Cost adjustments to investments recognized in income		47,219			40,284
Other		22,508			23,673
Total gross deferred tax assets		279,459			269,418
Less valuation allowance		(12,666	)		(11,956	)
Total net deferred tax assets		266,793			257,462
Deferred tax liabilities:
Unearned premiums		140,757			133,990
Deferred policy acquisition costs		112,101			118,407
Property and equipment		6,166			6,147
Cost adjustments to investments recognized in income		11,107			9,594
Unrealized appreciation of investments and derivatives		209,007			368,224
Other		18,244			12,337
Total gross deferred tax liabilities		497,382			648,699
Total net deferred tax liabilities		230,589			391,237
Deferred tax assets included in other assets		7,494			6,348
Total net deferred tax liabilities on the balance sheets		238,083			397,585

5. Fair Value of Financial Instruments The estimated fair values of the financial instruments were as follows:

							(Yen in millions)
	Year ended March 31, 2009						Year ended March 31, 2010
				Estimated						Estimated
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets:
Fixed maturities		3,470,446			3,486,714			3,518,610			3,531,233
Equity securities		1,703,433			1,703,433			1,997,746			1,997,746
Mortgage loans on real estate		9,224			9,052			7,260			7,305
Policy loans		43,254			43,254			44,339			44,339
Other long-term investments		711,653			698,739			691,625			695,775
Short-term investments		106,852			106,852			69,139			69,139
Cash and cash equivalents		455,444			455,444			381,939			381,939
Indebtedness from affiliates		2,857			2,747			3,128			3,088
Accrued investment income		20,228			20,228			16,857			16,857
Premiums receivable and agents’ balances		144,005			144,005			152,030			152,030
Weather derivatives		236			236			564			564
Derivative assets:
Foreign exchange contracts		1,957			1,957			882			882
Interest rate contracts		19,670			19,670			11,238			11,238
Bond and equity index contracts		39			39			—			—
Credit derivatives		—			—			144			144
Commodity contracts		4,184			4,184			1,326			1,326
Financial liabilities:
Investment deposits by policyholders		(2,043,991	)		(2,282,047	)		(1,956,376	)		(2,181,453	)
Indebtedness to affiliates		(1,616	)		(1,616	)		(4,686	)		(4,686	)
Short-term debt		(70,000	)		(70,000	)		—			—
Long-term debt		(94,961	)		(94,643	)		(94,969	)		(98,159	)
Weather derivatives		(195	)		(195	)		(126	)		(126	)
Derivative liabilities:
Foreign exchange contracts		(4,330	)		(4,330	)		(2,600	)		(2,600	)
Interest rate contracts		(4,889	)		(4,889	)		(7,197	)		(7,197	)
Bond and equity index contracts		(63	)		(63	)		—			—
Credit derivatives		(32,060	)		(32,060	)		(7,542	)		(7,542	)
Commodity contracts		(4,184	)		(4,184	)		(1,326	)		(1,326	)

Note Regarding Forward-looking Statements

This document includes “forward-looking statements” that reflect the plans and expectations of MS&AD Insurance Group Holdings, Inc. (the “Company”) with respect to its business and results of operations. To the extent that statements in this document do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Company in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the actual results, performance, achievements or financial position of the Company to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements after the date of this document. Investors are advised to consult any further disclosures by the Company in its subsequent domestic filings in Japan and filings with the U.S. Securities and Exchange Commission.

The risks, uncertainties and other factors referred to above include, but are not limited to: (1) economic conditions in Japan, the United States, Europe and China; (2) the extent of competition faced by the Company from Japan’s other major non-life insurance companies and new entrants in the Japanese non-life insurance market; (3) the extent of further deregulation of the Japanese insurance industry; (4) occurrence of natural disasters in Japan and elsewhere; (5) occurrence of losses the type or magnitude of which could not be foreseen at the time of writing the insurance policies covering such losses; (6) the price and availability of reinsurance; and (7) the performance of the Company’s investments.

Filing Compare · MS&AD Insurance Group Holdings, Inc.