SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE Act of 1934
For the month of September, 2004.
ORIX Corporation
(Translation of Registrants Name into English)
3-22-8 Shiba, Minato-Ku, Tokyo, JAPAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F o
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No x
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.
ORIX Corporation | ||||
Date: September 15, 2004
|
By | /s/ Yukio Yanase | ||
Yukio Yanase | ||||
Corporate Executive Vice President | ||||
ORIX Corporation |
Table of Documents Filed
Corporate Information
Shareholder Information
Total Number of Shares Authorized:
259,000,000
shares
Total Number of Shares Outstanding:
84,366,314
shares
Number of Shareholders:
9,259
(As
of March 31, 2004)
Stock Exchange Listings
Tokyo Stock Exchange
Osaka Securities Exchange
Nagoya Stock Exchange
Securities
Code8591
New York Stock Exchange
Trading
SymbolIX
Financial Reports on ORIXs Web Site
Annual Report
Update Newsletter
Quarterly Financial Results
Analysis of Quarterly Financial Results
US SEC Form 20-F
For Further Information, Please Contact:
ORIX Corporation
Corporate Communications,
Office of the President
3-22-8, Shiba, Minato-ku,
Tokyo 105-8683, Japan
Tel: 81-3-5419-5102
Fax: 81-3-5419-5901
E-mail: orixir@orix.co.jp
Website: http://www.orix.co.jp/grp/index_e.htm
F I N A N C I A L H I G H L I G H T S
ORIX Consolidated Financial Highlights (Unaudited)
First Quarter (April 1, 2004June 30, 2004) | (Millions of U.S. dollars/Millions of yen except per share amounts) |
2004.46 | 2004.46 | 2003.46 | Change % | |||||||||||||
Total Revenues |
$ | 1,783 | ¥ | 193,313 | ¥ | 169,335 | Up 14% | |||||||||
Income before Income Taxes* |
342 | 37,075 | 24,582 | Up 51% | ||||||||||||
Net Income |
217 | 23,527 | 14,098 | Up 67% | ||||||||||||
Earnings Per Share (Basic) (US$/Yen) |
$ | 2.59 | ¥ | 281.05 | ¥ | 168.45 | Up 67% | |||||||||
Earnings Per Share
(Diluted) (US $/Yen) |
2.43 | 263.42 | 158.71 | Up 66% |
2004.6 | 2004.6 | 2004.3 | Change % | |||||||||||||
Shareholders Equity |
$ | 5,485 | ¥ | 594,779 | ¥ | 564,047 | Up 5% | |||||||||
Total Assets |
52,117 | 5,651,018 | 5,624,957 | 0% | ||||||||||||
Shareholders Equity Per Share (US$/Yen) |
$ | 65.52 | ¥ | 7,104.39 | ¥ | 6,739.64 | Up 5% |
* | Income before income taxes refers to income before discontinued operations, extraordinary gain and income taxes in the consolidated statements of income. | |
** | U.S. dollar amounts have been calculated at ¥108.43 to $1.00, the approximate exchange rate prevailing at June 30, 2004. Unless otherwise stated, all amounts shown are in millions of Japanese yen or millions of U.S. dollars, except for per share data, which are in single yen or dollars. |
Summary of Consolidated Financial Results
1. First Quarter Highlights (April 1June 30, 2004)
Revenues in the first quarter for the
fiscal year ending March 31, 2005,
increased 14% year on year, to ¥193,313
million, income before income taxes rose
51%, to ¥37,075 million, and net income
grew 67%, to ¥23,527 million.
Revenues
from direct financing leases
and residential condominium sales were down
compared with the same period of the
previous fiscal year. However, revenues
from operating leases, interest on loans
and investment securities, brokerage
commissions and net gains on investment
securities, and other operating revenues
increased. In addition, a lower interest
expense and provision for doubtful
receivables and probable loan losses and an
increase in equity in net income of
affiliates contributed to the higher
earnings.
The
Corporate Financial Services
segment achieved higher profits due to the
strong performance of automobile leasing
operations and an increase in loans to
corporate customers, while profits were up
for the Rental Operations segment thanks to
the improved profitability of precision
measuring and other equipment rental
operations. The Real Estate-Related Finance
segment saw contributions from housing loan
operations and real estate finance
operations, including non-recourse loans.
In the Asia and Oceania segment, higher
earnings from most companies in the region
added to profits.
Operating
assets and total assets were
both flat compared with those at March 31,
2004, at ¥4,852,290 million and ¥5,651,018
million, respectively. Shareholders equity
increased 5%, to ¥594,779 million, and the
shareholders equity ratio was 10.5%,
compared with 10.0% at March 31,
2004. ROE (annualized) rose from 10.9% to 16.2% and ROA (annualized) improved from 0.95% to 1.67% compared with the same period of the previous fiscal year.
2.
Forecasts for the Fiscal Year Ending March 31,
2005
For the fiscal year ending March 31, 2005,
we forecast revenues of ¥760,000 million
(up 5% compared with the fiscal year ended
March 31, 2004), income before income taxes
of ¥109,000 million (up 7%), and net income
of ¥60,000 million (up 11%). At this time,
we have not made any changes to our
original forecasts, which we announced on
April 26, 2004, in our earnings
announcement for the fiscal year ended
March 31, 2004.
For details on the first quarter
earnings announcement, please access First
Quarter Results 2004/6 and Analysis of
First Quarter Results 2004/6 from ORIXs
website at:
http://www.orix.co.jp/grp/ir_e/data/report/index.htm
In
addition, ORIX is scheduled to
announce its interim results (second
quarter) for the year ending March 31,
2005, on Tuesday, October 26, 2004.
1 ORIX Update
S P E C I A L F E A T U R E
A Discussion of
the Future
Direction of ORIX
Early Days: ORIX Decides to Pursue
Independent Operations
Kazuaki Harada,
|
Yoshihiko Miyauchi | |
President of the Harada Economic
|
Director, Chairman, and | |
Research Center and Senior Fellow
|
Chief Executive Officer of | |
of the UFJ Research Institute
|
ORIX Corporation |
operations independently of its
parent companies. I think this is what
determined ORIXs destiny. A year after its
founding, ORIX began independently hiring
its own staff, and during its sixth year of
operations it completely discontinued the
use of staff seconded from parent
companies. It was similarly assertive
regarding marketing, undertaking the
autonomous development of business by
marketing office equipment leases to
customers without assistance from its
shareholder trading companies. In 1970,
ORIX was able to publicly list its
sharesquite soon after its
establishmentand this was quite an
unexpected turn of events from its parent
companies perspective. I recall that there
was considerable opposition to the listing.
Harada: There are few examples in the world
of a leasing company developing its
operations in such diverse fields and
becoming such a huge global group. It seems
quite clear at this point that the decision
of Mr. Inui and yourself to develop ORIXs
business independently was correct, and
that you were right to stick with that
decision consistently thereafter.
Miyauchi: In the early 1970s, leasing companies
sprang up like bamboo shoots during the
rainy season, leading to a period of
excessive competition in the leasing
industry. At that time, there were many
people within the Company who questioned
whether we could really expand our leasing
business
ORIX Update 2
as a specialized leasing company or whether
we could more effectively strengthen the
Company by instead relinquishing our
exclusive focus on leasing. There was quite
a bit of debate on this subject.
Ultimately, we decided to proactively
address new types of business challenges.
This major strategic shift was intended to
make ORIX more dynamic and strong. In line
with this decision, ORIX began diversifying
its operations as it took steps to meet
customer needs by initiating operations in
fields closely associated with leasing,
such as installment loans and the rental
business and later other types of loans,
including investment-purpose housing loans.
We then extended our operations into new
business fields, and our business structure
became still more diversified as a result.
Harada: In Japan, you established such
specialized leasing companies as ORIX Auto
Leasing Corporation and ORIX Rentec
Corporation one after another, and then you
decided to expand overseas.
Miyauchi: Since leasing had became
widespread in Japan, we naturally began
considering the numerous promising
opportunities in other Asian countries. We
started by conducting market research in
Southeast Asia. Then in 1971 we established
our first overseas subsidiary in Hong Kong.
That was followed by the creation of a
Singapore-based subsidiary in 1972 and
another in Malaysia in 1973. We went on to
establish the first leasing company, at a
pace of about one company per year, in many
other countries.
ORIXs Transformation from a Leasing
Company into a Financial Services Company
3 ORIX Update
Seven Consecutive Years of Increased Profit
Following the Bursting of the Economic Bubble
Ordinarily, issue number
one will be envisioning the corporate
strategy for the next 5 to 10 years. During
the extraordinary time following the
bursting of the economic bubble, however,
issue number one was taking care of problem
assets. During that period of time, I
would, without telling anyone, go off on
Saturdays and Sundays with just the manager
responsible for a particular batch of
problem assets, inspect the real estate
securing the problem assets, and give
instructions on what to do. If I had just
issued a statement that problem assets were
very difficult to deal with, it would have
been unsettling for those within the
Company.
Harada: The largest financial institutions
are still having trouble disposing of their
problem assets, but ORIX quickly began
working very hard to recover the
recoverable portions of such assets.
Furthermore, the Company has gone on to use
the related know-how accumulated during and
since that time to create new businesses.
Miyauchi: Yes, we are proactively
developing our loan servicing business,
which has been making an important
contribution to our earnings. Moreover,
despite the harsh operating environment at
that time, we continued planting the seeds
of future business growth by taking such
initiatives as those to establish ORIX Life
Insurance Corporation and to augment our
card loan operations. These are the reasons
why we were able to increase our profits
for seven consecutive years at that time.
Harada: I think you clearly demonstrated
some key ways to be an excellent CEO. The
1998 listing of ORIX shares on the
ORIX Update 4
New York Stock Exchange was a striking testimony to ORIXs special strengths, coming at a time when most companies in Japans financial sector were still struggling. From the perspective of corporate governance, also, I think that move was extremely valuable.
ORIX Seeks Additional Challenges
as a Pioneer on the Forefront of
Progress in Financial Services
with
needs that ORIX has for many years monitored and addressed through its
nationwide marketing network, and you have
also been expanding your cross-selling and
provision of financial solutions for your
extensive clientele. Are you planning to
further strengthen your relationship with
such customers?
Miyauchi: In this particular business
field, we are quite confident that ORIX is
second to none regarding competitive
strengths.
Harada: Since the bursting of
the economic bubble, Japans financial
industry has fallen far behind many global
trends, and we can expect the incipient
recovery in Japans economy to be
accompanied by numerous rapid changes as
Japans financial industry tries to catch
up with the rest of the world. Such changes
will present ORIX with important business
opportunities. ORIX has shown its ability
to maintain consistently high profitability
while launching new businesses, and I
expect that the Company will further
display its capabilities in the near
future.
Miyauchi: I also expect a particularly
large number of new opportunities to arise
in Japans financial business fields. In
response, ORIX will be seeking to further
reinforce the diverse strengths of the
business foundation it has built thus far
and welcome new challenges in the spirit
that has characterized the Company since
its founding. As a result, ORIX will
continue to be a business pioneer creating
new value on the leading edge of progress
in the financial services industry and
providing that new value to its customers
throughout the world.
Moreover,
we are aiming for the
highest level of profits in the financial
services industry as well as the industrys
strongest financial position and will take
on the challenge of developing new business
sectors. We want to consistently be the top
company in every one of our business
fields by whatever standard of measurement
one wants to use. Whats more, we would
like to consolidate solid preeminent
positions in these business fields by the
time we celebrate the 50th anniversary of
our founding.
Harada: Im expecting a surge of growth in
ORIXs operations, not just in Japan, but
overseas as well. Thank you for speaking
with me today.
5 ORIX Update
O R I X S A U T O M O B I L E R E L A T E D B U S I N E S S
Teruo Isogai President, ORIX Auto Leasing Corporation Q: I understand that ORIX has been putting a strategic focus on its automobile maintenance leasing operations in recent years. Please tell us about the market scale as well as the ORIX Groups positioning within this market. |
Isogai: As distinct from ordinary finance
leasing, maintenance leasing requires the
lessor to undertake all aspects of
automobile maintenance and management on
behalf of its customers. Maintenance
services include vehicle spot checks,
vehicle inspection and repair services,
post-breakdown repairs, replacement vehicle
provision and other services.
There
are currently about 75 million
registered motor vehicles in Japan, of
which about 7 million are owned by
companies with fleets of 10 or more
vehicles. About 30% of the vehicles in
these fleets are under lease. The ORIX
Group owns more than 470,000 vehicles, most
of which have maintenance lease contracts,
making it the top company in the automobile
leasing industry. Maintenance leasing has
substantial benefits for corporate
customers as it enables them to outsource
all their vehicle administration work.
Therefore, we expect that 60% to 70% of
corporate customers will adopt maintenance
leasing for their fleets in the future.
Q: What are ORIXs principal strengths considering that it is the top company in the industry in terms of the number of vehicles that it has under management?
Isogai: The large size of our fleet enables
us to procure vehicles, tires, lubricants
and other goods at relatively low prices.
This scale merit helps boost the
profitability of our operations and also
allows us to offer lower prices that
improve our competitiveness and benefit
customers.
Regarding
services, the ORIX Group has
about 10,000 contracted maintenance
facilities throughout Japan, and these
facilities all offer consistently
high-quality inspection and maintenance
work. Besides basic inspection and
maintenance services, we offer such diverse
services as vehicle administration
information and driver-diagnostic services,
vehicle-related risk management consulting
services, comprehensive fuel cost
management and reduction services through
special fuel-purchase cards, and services
involving the creation of vehicle-related
environmental management plans. Therefore,
the superior breadth and depth of our
service menu is another large competitive
advantage.
Currently, the ORIX Group includes ORIX Auto Leasing and three other automobile leasing companies. The marketing power of these four companies is greatly enhanced by cooperation from the ORIX Groups nationwide network of sales and marketing offices. This is another significant strength that other automobile leasing companies do not have. In fact, it can be said that it is our close two-way communication with customers through our extensive marketing network that has enabled us to become Japans top automobile leasing company.
Q: ORIX announced in July that it would merge seven group companies involved in automobile leasing and rental services. How will this affect the future development of the ORIX Groups automobile-related business?
Isogai: ORIX is seeking to increase the
synergies among the seven group companies
involved in automobile-related
servicesincluding four leasing and three
rental companiesthrough their integration
next January. We have already been
progressively integrating the backyard
operations of our leasing and rental
operations centered on vehicle maintenance
and management, and have worked to improve
their vehicle administration systems with
the objectives of reducing costs and
providing additional services. As already
mentioned, automobile leasing is a business
field in which scale merit is highly
beneficial. To maximize our scale merit, we
are planning to expand our fleet, which
includes about 40,000 vehicles from our
automobile rental operations, to more than
1 million vehicles by fiscal 2008. ORIXs
automobile leasing fleet has expanded at a
compounded annual growth rate of
approximately 15% during the past five
years, reflecting its powerful marketing
capabilities and M&A strategy. To further
expand the fleet to the 1-million-vehicle
mark, we are considering further measures
to generate marketing synergies within the
ORIX Group as well as additional
initiatives to create alliances with other
leasing companies or undertake M&A
transactions.
There
is also the issue of how to
stimulate demand for automobile leasing
among individuals whose utilization rate is
still low. Currently, automobile leasing
services have not penetrated this market
very deeply. As one means of offering
individuals highly appealing services, ORIX
is striving to develop services that
combine the best characteristics of the
respective services of the automobile
leasing and rental operations. The first
result of this campaign was the March 2004
launch of a special service that allows
individuals who have automobile leasing
contracts with ORIX to rent vehicles at
advantageous rates. This kind of service
helps make the most of the ORIX Groups
capabilities for both leasing and rental
businesses, and we expect the development
of new products for individuals to
accelerate following the seven-company
merger.
ORIX Update 6
T O P I C S
Start of ETC Card Business for Corporate Users
From September 2004, ORIX will begin
issuing its own ETC (electronic toll
collection) Cards to corporate customers,
starting primarily with customers who
already have automobile leasing agreements
with ORIX.
The
post-payment system that has long
enabled businesses in Japan to save up to
30% on their highway toll fees is scheduled
for elimination by March 2005. For
companies that have chosen to use prepaid
ETC cards, obtaining discounts represents a
large up-front financial burdenone card
worth ¥58,000 in toll payments costs the
buyer ¥50,000especially for companies
operating a number of vehicles (as each
vehicle requires its own card).
ORIX
has found a way to solve these
problems. ORIX ETC Cards are prepaid by
ORIX itself, which then charges the
discounted rate to its customers only when
they use the card; thus, its customers need
not make any prepayments and can enjoy the
benefits of discounted tolls when using
their cards. In addition, ORIXs Automatic
Charge Service automatically covers
shortfalls when the balance of prepayments
falls below a predetermined level.
The
initiation of the ETC Card
business will create a significant new
source of fee income for the ORIX Group,
which is working to strengthen its business
in automobile-related services through such
strategic measures as the upcoming
integration of seven Group companies
involved in automobile leasing and rental
services in January 2005.
Corporate Rehabilitation Funds Established with Regional Banks
Since the beginning of 2004, the ORIX Group
has worked to expand its corporate
rehabilitation business in Japan by
establishing a number of corporate
rehabilitation funds in cooperation with
regional banks.
Funds
established so far include the
Nagasaki Corporate Rehabilitation Fund,
established in March in cooperation with
the Eighteenth Bank, Ltd.; the Kyushu
Regional Corporate Rehabilitation Fund,
established in March in cooperation with
the Bank of Saga Ltd., the Shinwa Bank,
Ltd., the Kumamoto Family Bank, Ltd., and
the Oita Bank, Ltd. The Nishi-Nippon Bank
Group is also expected to invest in this
fund in October 2004. Another fund, the
Mandegan Corporate Rehabilitation Fund, was
established in July in cooperation with the
principal regional financial institutions
of Kagawa Prefecture.
The
establishment of each fund
reflects a growing desire among regional
banks to strengthen their
relationship-banking capabilities. It also
reflects the banks high evaluation of
ORIXs corporate rehabilitation know-how
and track record as well as its
long-established nationwide network with
offices that are deeply rooted throughout
Japan. ORIX is considering establishing
additional corporate rehabilitation funds
throughout the country.
About ORIX
ORIX Corporation (TSE: 8591; NYSE: IX) is
an integrated financial services group
based in Tokyo, Japan, providing innovative
value-added products and services to both
corporate and retail customers. With
operations in 23 countries worldwide,
ORIXs activities include
leasing, corporate and consumer finance,
real estate-related finance and
development, life insurance, and investment
banking. For more details, please visit our
website at: http://www.orix.co.jp/grp/index_e.htm
Forward-Looking Statements
These documents may contain forward-looking statements about expected future
events and financial results that involve risks and uncertainties. Such
statements are based on our current expectations and are subject to
uncertainties and risks that could cause actual results to differ materially
from those described in the forward-looking statements. Factors that could
cause such a difference include, but are not limited to, those described under
Risk Factors in the Companys annual report on Form 20-F filed with the
United States Securities and Exchange Commission.
7 ORIX Update
September 14, 2004 |
FOR IMMEDIATE RELEASE
Contact Information:
Notice Regarding Application to Delist from the Nagoya Stock Exchange
TOKYO, Japan September 14, 2004 ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today announced that a representative executive officer has decided to submit an application to delist the Companies common stock from the Nagoya Stock Exchange. Details are as follows.
1. Reasons for delisting:
Trading volume of shares of our common stock on the Nagoya Stock Exchange has
been extremely low. Therefore, ORIX believes that this delisting will cause no
material inconvenience to ORIXs shareholders and investors.
2. Exchanges on which ORIXs stock will continue to be listed:
Tokyo Stock Exchange, Osaka Securities Exchange, and New York Stock Exchange.
3. The date of application for delisting and completion of delisting:
The application for delisting will be sent today, September 14, 2004. After the
application for delisting has been accepted by the Nagoya Stock Exchange,
subject shares will be put in administrative status and the delisting
procedures will be completed about one month after that date.
About ORIX
ORIX Corporation (TSE: 8591; NYSE: IX) is an integrated financial services
group based in Tokyo, Japan, providing innovative value-added products and
services to both corporate and retail customers. With operations in 23
countries worldwide, ORIXs activities include leasing, corporate and consumer
finance, real estate-related finance and development, life insurance, and
investment banking. For more details, please visit our web site at:
www.orix.co.jp/grp/index_e.htm.
These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under Risk Factors in the Companys annual report on Form 20-F filed with the United States Securities and Exchange Commission.
-end-