Edgar Filing: ORIX CORP

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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 June, 2003.

ORIX Corporation
(Translation of Registrant’s 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

TABLE OF CONTENTS


Table of Documents Filed
SIGNATURES
	Additions and partial amendments to Consolidated Financial Results for fiscal 2003
	Pension Plans
	Income Taxes
	Investment in Securities

Table of Documents Filed

Additions and partial amendments to Consolidated Financial Results for fiscal 2003 filed with the Tokyo Stock Exchange on June 25, 2003.

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: June 25, 2003	By	/s/ Masaru Hattori Masaru Hattori
		Corporate Senior Vice President
		Head of the Accounting Department ORIX Corporation

2003/6/25

Corporate Communications
ORIX Corporation
3-22-8 Shiba, Minato-ku, Tokyo 105-8683
JAPAN
Tel: (03) 5419-5102 Fax: (03) 5419-5901
E-mail: leslie_hoy@orix.co.jp

Additions and partial amendments to Consolidated Financial Results for fiscal 2003

ORIX Corporation adds the information and amends a part of the consolidated financial results for fiscal 2003, which we announced at April 25, 2003.

Additions:

1.		Pension Plans

2.		Income Taxes

3.		Investment in Securities (additions to Consolidated Financial Results for fiscal 2003 p.17,18)

Partial Amendments:

Investment in Securities (partial amendments to Consolidated Financial Results for fiscal 2003 p.17,18)

Additions

1. Pension Plans

The Company and certain subsidiaries have trusted contributory and non-contributory funded pension plans covering substantially all of their employees other than directors and corporate auditors. Under the plans, employees are entitled to lump-sum payments at the time of termination of their employment or to pension payments. The amounts of such payments are determined on the basis of length of service and remuneration at the time of termination. The Company and its subsidiaries’ funding policy is to contribute annually the amounts actuarially determined. Assets of the plans are invested primarily in interest-bearing securities and marketable equity securities.

The funded status of the defined benefit pension plans, a substantial portion of which consists of domestic pension plans, as of March 31, 2003 is as follows:


			Millions of			Millions of
			JPY			U.S. dollars

Change in benefit obligation:
	Benefit obligation at beginning of year			66,715			555
	Service cost			4,060			34
	Interest cost			1,728			14
	Plan participants’ contributions			535			4
	Plan amendments			(3,076	)		(25	)
	Actuarial loss			6,332			53
	Foreign currency exchange rate change			(345	)		(3	)
	Benefits paid			(1,653	)		(14	)
	Plan curtailment			(69	)		(1	)
	Special termination benefits			1			0
	Acquisition and other			460			4

		Benefit obligation at end of year		74,688			621

Change in plan assets:
	Fair value of plan assets at beginning of year			55,418			461
	Actual return on plan assets			(7,718	)		(64	)
	Employer contribution			7,719			64
	Plan participants’ contributions			535			4
	Benefits paid			(1,239	)		(10	)
	Foreign currency exchange rate change			(261	)		(2	)
	Acquisition and other			38			0

		Fair value of plan assets at end of year		54,492			453

The funded status of the plans:
	Funded status			(20,196	)		(168	)
	Unrecognized prior service cost			(2,802	)		(23	)
	Unrecognized net actuarial loss			45,170			375
	Unrecognized net transition obligation			359			3

		Net amount recognized		22,531			187

Amount recognized in the consolidated balance sheets consists of:
	Prepaid benefit cost			25,119			209
	Accrued benefit liability			(9,787	)		(82	)
	Intangible asset			112			1
	Accumulated other comprehensive income, gross of tax			7,087			59

		Net amount recognized		22,531			187

The aggregate projected benefit obligations, aggregate accumulated benefit obligations and aggregate fair values of plan assets for the plans with the accumulated benefit obligations in excess of plan assets were JPY35,147 million (US$292 million), JPY23,903 million (US$199 million) and JPY14,383 million (US$120 million), respectively, at March 31, 2003.

Net pension cost of the plans for fiscal 2003 consists of the following:


		Millions of			Millions of
		JPY			U.S. dollars

Service cost			4,060			34
Interest cost			1,728			15
Expected return on plan assets			(1,534	)		(13	)
Amortization of unrecognized transition obligation			11			0
Amortization of unrecognized net actuarial loss			1,588			13
Amortization of unrecognized prior service cost			(272	)		(2	)
Plan curtailment			13			0

	Net periodic pension cost		5,594			47

Significant assumptions of domestic and foreign pension plans used to determine these amounts for fiscal 2003 are as follows:


Domestic

Discount rate	2.0	%
Rate of increase in compensation levels	1.7	%
Expected long-term rate of return on plan assets	2.0	%


Foreign

Discount rate	6.3	%
Rate of increase in compensation levels	4.0	%
Expected long-term rate of return on plan assets	8.5	%

In addition, directors and corporate auditors of the Company and certain subsidiaries, and executive officers of the Company, receive lump-sum payments upon termination of their services under unfunded termination plans. The payments to directors and corporate auditors are subject to shareholders’ approval. The amount required based on length of service and remuneration to date under these plans is fully accrued.

Total provisions charged to income for all the plans including the defined benefit plans are JPY7,094 million (US$59 million) in fiscal 2003.

2. Income Taxes

Income before extraordinary gain, cumulative effect of a change in accounting principle and income taxes and the provision for income taxes in fiscal 2003 is as follows:


			Millions of			Millions of
			JPY			U.S. dollars

Income before extraordinary gain, cumulative effect of a change in accounting principle and income taxes:
		Domestic		36,589			304
		Foreign		9,699			81

				46,288			385

Provision for income taxes:
	Current—
		Domestic		43,652			363
		Foreign		766			6

				44,418			369

	Deferred—
		Domestic		(28,521	)		(237	)
		Foreign		5,299			44

				(23,222	)		(193	)

Provision for income taxes				21,196			176

The Company and its domestic subsidiaries are subject to a National Corporate tax of 30%, an Inhabitant tax of approximately 6% and a deductible Enterprise tax of approximately 10%, which in the aggregate resulted in a statutory income tax rate of approximately 42% in fiscal 2003. The effective income tax rate is different from the statutory tax rate primarily because of certain non-deductible expenses for tax purposes, a change in valuation allowance and the effect of lower income tax rates on foreign subsidiaries and a domestic life insurance subsidiary.

Under the provisions of FASB statement No. 109 (“Accounting for Income Taxes”), the effect of a change in tax laws or rates is included in income in the period the change is enacted and includes a cumulative recalculation of deferred tax balances based on the new tax laws or rates. The Amendments to Local Tax Laws, enacted on March 31, 2003 (effective from April 1, 2004), decreased the statutory tax rate to approximately 40.7%. As a result, the net deferred tax liability was reduced by JPY2,420 million (US$20 million) which was credited to the provisions for income taxes in fiscal 2003.

Reconciliation of the differences between tax provision computed at the statutory rate and consolidated provisions for income taxes in fiscal 2003 is as follows:


		Millions of			Millions of
		JPY			U.S. dollars

Income before extraordinary gain, cumulative effect of a change in accounting principle and
income taxes			46,288			385

Tax provision computed at statutory rate			19,441			162
Increases (reductions) in taxes due to:
	Change in valuation allowance		2,597			21
	Non-deductible expenses for tax purposes		1,013			8
	Effect of a change in tax rate		(2,420	)		(20	)
	Effect of lower tax rates on foreign subsidiaries and domestic life insurance subsidiary		(705	)		(6	)
	Other, net		1,270			11

Provision for income taxes			21,196			176

Total income taxes recognized in fiscal 2003 are as follows:


		Millions of			Millions of
		JPY			U.S. dollars

Provision for income taxes			21,196			176
Income tax on extraordinary gain			2,206			18
Income tax on cumulative effect of a change in accounting principle			353			3
Income tax on other comprehensive income (loss):
	Net unrealized losses on investment in securities		(7,046	)		(58	)
	Minimum pension liability adjustments		1,986			17
	Foreign currency translation adjustments		(835	)		(7	)
	Net unrealized losses on derivative instruments		(445	)		(4	)

Total income taxes			17,415			145

The tax effects of temporary differences giving rise to the deferred tax assets and liabilities at March 31, 2003 are as follows:


		Millions of			Millions of
		JPY			U.S. dollars

Assets:
	Net operating loss carryforwards		23,268			194
	Allowance for doubtful receivables on direct financing leases and probable loan losses		25,514			212
	Other operating assets		8,761			73
	Policy liabilities		1,387			12
	Accrued expenses		8,088			67
	Other		9,739			81

			76,757			639
Less: valuation allowance			(7,034	)		(59	)

			69,723			580
Liabilities:
	Investment in direct financing leases		116,583			970
	Investment in operating leases		19,255			160
	Investment in securities		2,219			19
	Deferred life insurance acquisition costs		12,768			106
	Undistributed earnings		14,797			123
	Prepaid benefit cost		10,223			85
	Other		5,132			43

			180,977			1,506

Net deferred tax liability			111,254			926

The valuation allowance mainly related to deferred tax assets of consolidated subsidiaries with operating loss carryforwards for tax purposes. The Company does not believe the likelihood of realizing these deferred tax assets is more likely than not. The net change in the total valuation allowance in fiscal 2003 was increase of JPY 2, 412 million (US$20 million).

Certain subsidiaries have net operating loss carryforwards of JPY55,739 million (US$464 million) for which deferred tax assets have been recognized as of March 31, 2003, which expire as follows:


				Millions of
Year ending March 31,		Millions of JPY		U.S. dollars

2004			3,231		27
2005			3,331		28
2006			6,150		51
2007			2,111		18
2008			2,070		17
Thereafter			38,846		323

	Total		55,739		464

As of March 31, 2003, a deferred tax liability of JPY8,889 million (US$74 million) has not been recognized for JPY84,909 million (US$706 million) of undistributed earnings of certain foreign subsidiaries as it is the Company’s intention to permanently reinvest those earnings. The deferred tax liability will be recognized when the Company is no longer able to demonstrate that it plans to permanently reinvest undistributed earnings.

Net deferred tax assets and liabilities at March 31, 2003 are reflected in the accompanying consolidated balance sheets under the following captions:


	Millions of		Millions of
	JPY		U.S. dollars

Other assets		17,588		146
Income taxes: Deferred		128,842		1,072

Net deferred tax liability		111,254		926

3. Investment in Securities

The following is a summary of the contractual maturities of debt securities classified as available-for-sale and held-to-maturity securities held at March 31, 2003:

Millions of JPY

Millions of U.S. dollars

Amortized cost

Fair value

Amortized cost

Fair value

Available-for-sale:

Due within one year

125,091

125,297

1,041

1,042

Due after one to five years

200,228

199,829

1,666

1,662

Due after five to ten years

103,215

100,734

859

838

Due after ten years

70,121

72,545

583

605

498,655

498,405

4,149

4,147

Held-to-maturity:

Due within one year

—

Due after one to five years

—

Due after five to ten years

10,638

11,030

Due after ten years

—

10,638

11,030

Securities not due at a single maturity date, such as mortgage-backed securities, are included in the above table based on their final maturities.

Certain borrowers may have the right to call or prepay obligations. This right may cause actual maturities to differ from the contractual maturities summarized above.

Partial Amendments

1. Investment in Securities p.17,18

[ Before amendment ]

March 31, 2003

Millions of JPY

Gross

Amortized

unrealized

Fair

cost

gains

losses

value

Held-to-maturity:

Asset-backed securities

10,638

—

10,638

—

10,638

March 31, 2003

Millions of U.S. dollars

Gross

Amortized

unrealized

Fair

cost

gains

losses

value

Held-to-maturity:

Asset-backed securities

—

[ After amendment ]

March 31, 2003

Millions of JYP

Gross

Amortized

unrealized

Fair

cost

gains

losses

value

Amortized cost

gains

losses

Fair value

Held-to-maturity:

Asset-backed securities

10,638

397

)

11,030

10,638

397

)

11,030

March 31, 2003


		Millions of U.S. dollars

				Gross		Gross
		Amortized		unrealized		unrealized				Fair
		cost		gains		losses			value

Held-to-maturity:
	Asset-backed securities		89		3		(0	)		92

			89		3		(0	)		92

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