Form 6-K
Table of Contents

 

 

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 May 2014

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

World Trade Center Bldg., 2-4-1 Hamamatsu-cho, 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  ¨

(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  ¨        No  x

 

 

 


Table of Contents

Table of Documents Filed

 

          Page

1.

   ORIX’s Consolidated Financial Results (April 1, 2013 – March 31, 2014) filed with the Tokyo Stock Exchange on Thursday May 8, 2014.   

2.

   English press release entitled, “Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2014”   

3.

   English press release entitled, “Announcement Regarding Candidates for Director and Member Composition of the Three Committees of ORIX Corporation”   

4.

   English press release entitled, “Announcement Regarding Management Changes”   

5.

   English press release entitled, “Announcement Regarding Changes in Representative Executive Officer”   


Table of Contents

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: May 8, 2014  

By

 

/s/ Haruyuki Urata

   

Haruyuki Urata

   

Director

   

Deputy President & CFO

   

ORIX Corporation


Table of Contents

 

Consolidated Financial Results

April 1, 2013 – March 31, 2014

 

 

May 8, 2014

In preparing its consolidated financial information, ORIX Corporation and its subsidiaries have complied with accounting principles generally accepted in the United States of America.

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 Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission.

The Company believes that it will be considered a “passive foreign investment company” for United States Federal income tax purpose in the year to which these consolidated financial results relate and for the foreseeable future by reason of the composition of its assets and the nature of its income. A U.S. holder of the shares or ADSs of the Company is therefore subject to special rules generally intended to eliminate any benefits from the deferral of U.S. Federal income tax that a holder could derive from investing in a foreign corporation that does not distribute all of its earnings on a current basis. Investors should consult their tax advisors with respect to such rules, which are summarized in the Company’s annual report.

For further information please contact:

Investor Relations

ORIX Corporation

World Trade Center Building, 2-4-1 Hamamatsucho, Minato-ku, Tokyo 105-6135

JAPAN

Tel: +81-3-3435-3121 Fax: +81-3-3435-3154

E-mail: haruyasu_yamada@orix.co.jp


Table of Contents

Material Contained in this Report

The Company’s financial information for the fiscal year from April 1, 2013 to March 31, 2014 filed with the Tokyo Stock Exchange and also made public by way of a press release.


Table of Contents

Consolidated Financial Results from April 1, 2013 to March 31, 2014

(U.S. GAAP Financial Information for ORIX Corporation and its Subsidiaries)

 

Corporate Name:    ORIX Corporation
Listed Exchanges:    Tokyo Stock Exchange (Securities No. 8591)
   New York Stock Exchange (Trading Symbol : IX)
Head Office:    Tokyo JAPAN
   Tel: +81-3-3435-3121
   (URL http://www.orix.co.jp/grp/en/ir/index.html)

1. Performance Highlights as of and for the Year Ended March 31, 2014

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)*1

 

     Total
Revenues
     Year-on-Year
Change
    Operating
Income
     Year-on-Year
Change
    Income before
Income Taxes*2
     Year-on-Year
Change
    Net Income
Attributable to
ORIX
Corporation
Shareholders
     Year-on-Year
Change
 

March 31, 2014

     1,341,651         27.1     200,978         33.2     283,726         64.4     186,794         66.9

March 31, 2013

     1,055,764         9.4     150,853         23.4     172,572         35.3     111,909         34.0

“Comprehensive Income (Loss) Attributable to ORIX Corporation Shareholders” was ¥223,059 million for the fiscal year ended March 31, 2014 (year-on-year change was a 29.8% increase) and ¥171,791 million for the fiscal year ended March 31, 2013 (year-on-year change was a 105.4% increase).

 

     Basic
Earnings Per  Share
     Diluted
Earnings Per Share
     Return on
Equity
    Return on
Assets *3
    Operating
Margin
 

March 31, 2014

     147.30         142.77         10.5     3.2     15.0 %

March 31, 2013

     102.87         87.37         7.4     2.1     14.3 %

“Equity in Net Income of Affiliates” was a net gain of ¥17,825 million for the fiscal year ended March 31, 2014 and a net gain of ¥13,836 million for the fiscal year ended March 31, 2013.

 

*Note 1: Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for Per Share amounts which are in single yen.
*Note 2: “Income before Income Taxes” as used throughout the report represents “Income before Income Taxes and Discontinued Operations.”
*Note 3: “Return on Assets” is calculated based on “Income before Income Taxes and Discontinued Operations.”

(2) Performance Highlights - Financial Position (Unaudited)

 

     Total
Assets
     Total
Equity
     Shareholders’
Equity
     Shareholders’
Equity Ratio
    Shareholders’
Equity Per Share
 

March 31, 2014

     9,069,392         2,095,178         1,918,740         21.2     1,465.31  

March 31, 2013

     8,439,710         1,687,573         1,643,596         19.5     1,345.63  

 

*Note 4: “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”

“Shareholders’ Equity Per Share” is calculated based on “Total ORIX Corporation Shareholders’ Equity.”

“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”

(3) Performance Highlights - Cash Flows (Unaudited)

 

     Cash Flows
from Operating Activities
     Cash Flows
from Investing Activities
    Cash Flows
from Financing Activities
    Cash and Cash Equivalents
at End of Year
 

March 31, 2014

     469,644         (201,229     (274,167     827,299   

March 31, 2013

     391,304         105,657        (467,193     826,296   

2. Dividends for the Years Ended March 31, 2014 and 2013 (Unaudited)

 

            Total      Dividend Payout Ratio     Dividends on Equity  
     Dividends Per Share      Dividends Paid      (Consolidated base)     (Consolidated base)  

March 31, 2014

     23.00         30,117         15.6     1.6

March 31, 2013

     130.00         15,878         12.6     1.0

 

*Note 5: On April 1, 2013, the Company implemented a 10-for-1 stock split of common stock held by shareholders registered on the Company’s register of shareholders as of March 31, 2013. The annual dividend for the previous fiscal year is the actual dividend amount before the stock split.
*Note 6: Dividend amount for the fiscal year ending March 31, 2015 has not yet been determined.

3. Targets for the Year Ending March 31, 2015 (Unaudited)

 

Fiscal Year

  

Total
Revenues

    

Year-on-Year
Change

   

Net Income Attributable
to ORIX Corporation
Shareholders

    

Year-on-Year
Change

   

Basic
Earnings Per Share

 

March 31, 2015

     1,800,000         34.2     210,000         12.4     160.37   

 

*Note 7: “Operating Income” and “Income before Income Taxes and Discontinued Operations” are not disclosed as it is difficult to forecast “Discontinued operations, net of applicable tax effect.”

4. Other Information

 

(1) Changes in Significant Consolidated Subsidiaries      Yes ( x )    No (    )   

Addition - One company ( DAIKYO INCORPORATED )

     Exclusion - None (                                )   
(2) Changes in Accounting Principles, Procedures and Disclosures   

1. Changes due to adoptions of new accounting standards

     Yes (    )    No ( x )   

2. Other than those above

     Yes (    )    No ( x )   

(3) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,322,777,628 as of March 31, 2014, and 1,248,714,760 as of March 31, 2013.

2. The number of treasury stock shares was 13,333,334 as of March 31, 2014, and 27,281,710 as of March 31, 2013.

3. The average number of outstanding shares was 1,268,080,744 for the fiscal year ended March 31, 2014, and 1,087,882,853 for the fiscal year ended March 31, 2013.

 

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Table of Contents

1. Summary of Consolidated Financial Results

(1) Analysis of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2014

 

         Fiscal Year
ended March 31,
2013
     Fiscal Year
ended March 31,
2014
     Change      Year on
Year
Change
 

Total Revenues

  (millions of yen)      1,055,764         1,341,651         285,887         27

Total Expenses

  (millions of yen)      904,911         1,140,673         235,762         26

Income Before Income Taxes and Discontinued Operations

  (millions of yen)      172,572         283,726         111,154         64

Net Income Attributable to ORIX Corporation Shareholders

  (millions of yen)      111,909         186,794         74,885         67

Earnings Per Share (Basic)

  (yen)      102.87         147.30         44.43         43

                       (Diluted)

  (yen)      87.37         142.77         55.40         63

ROE

  (%)      7.4         10.5         3.1         —     

ROA

  (%)      1.33         2.13         0.80         —     

 

Note 1: ROE is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average ORIX Corporation Shareholders’ Equity.

Economic Environment

Although steady growth in the global economy is anticipated due in part to economic upturn in developed countries, particularly the United States, downside risks, such as decelerating growth in emerging economies still remain.

In the United States, the Quantitative Easing Program (QE3) is on a tapering trend. However, we expect the United States to continue to lead the global economy, maintaining stable growth with recovery in the employment market, increasing housing demand, and increasing consumer spending.

In Asia, while China is in the process of shifting the emphasis of its economic policy away from high growth and toward stable growth, other emerging economies are expected to see increases in investments with a focus on high growth, due in part to economic resurgence among developed countries.

In Japan, consumer spending and housing investment are expected to decrease in reaction to the consumption tax hike that went into effect on April 1, 2014. However, we anticipate steady recovery of the Japanese economy due to monetary easing and various economic measures by the Bank of Japan and the Abe administration, coupled with stable employment level.

Overview of Business Performance (April 1, 2013 to March 31, 2014)

Total revenues for the consolidated fiscal year ended March 31, 2014 (hereinafter “the fiscal year”) increased 27% to ¥1,341,651 million compared to ¥1,055,764 million during the previous fiscal year. Compared to the previous fiscal year, revenues from asset management and servicing increased due to the consolidation of Robeco Groep N.V. (hereinafter “Robeco”), an asset management company we acquired on July 1, 2013. Operating lease revenues increased due to growth in auto leasing in Japan and aircraft leasing overseas. In addition, other operating revenues increased due to contributions from companies acquired during the previous fiscal year, growth in the environment and energy-related business, and an increase in fee income compared to the previous fiscal year. On the other hand, interest on loans and investment securities and real estate sales decreased compared to the previous fiscal year due to a decrease in installment loan balance and a decrease in the number of condominium units delivered, respectively.

 

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Total expenses increased 26% to ¥1,140,673 million compared to ¥904,911 million during the previous fiscal year. In addition to an increase in expenses from the asset management and servicing business in line with the acquisition of Robeco on July 1, 2013, costs of operating leases and other operating expenses also increased in line with an increase in revenues, and selling, general and administrative expenses increased mainly due to corporate acquisitions. Meanwhile, interest expense decreased due to a decrease in the average balance of borrowings; costs of real estate sales decreased due to a decrease in the number of condominium units delivered; and write-downs of securities decreased mainly due to a decrease in write-downs recorded for non-marketable securities compared to the previous fiscal year.

Compared to the previous fiscal year, equity in net income of affiliates increased mainly due to an increase in profits from domestic real-estate joint ventures, and gains on sales of subsidiaries and affiliates and liquidation losses, net increased due to gains of ¥58,435 million associated with the consolidation of DAIKYO INCORPORATED (hereinafter “DAIKYO”) on February 27, 2014.

As a result of the foregoing, income before income taxes and discontinued operations for the fiscal year increased 64% to ¥283,726 million compared to ¥172,572 million during the previous fiscal year, and net income attributable to ORIX Corporation shareholders increased 67% to ¥186,794 million compared to ¥111,909 million during the previous fiscal year.

Segment Information

Segment profits increased 49% to ¥293,562 million compared to ¥197,329 million during the previous fiscal year.

In line with the acquisition of Robeco on July 1, 2013, goodwill and other intangible assets have been allocated to the relevant segments from the three-month period ended September 30, 2013. In addition, ORIX’s Information and Communication Technology Department which was previously included in the Maintenance Leasing Segment, is now disclosed as part of the Corporate Financial Services Segment from the third quarter due to reorganization of operation management scope. The segment information for the previous fiscal year has been reclassified to reflect these changes (See page 16, “Segment Information”).

Segment information for the fiscal year is as follows:

Corporate Financial Services Segment

This segment is involved in lending, leasing and fee business.

In Japan, despite concerns over the impact of the consumption tax hike that went into effect on April 1, 2014, we are seeing a steady increase in capital expenditures as corporate sentiment grew positive due to improvement in corporate revenues. We are also seeing an increase in lending by financial institutions to small and medium-sized enterprises in addition to large corporations, and going forward we anticipate an increase in capital expenditures by corporations taking advantage of the favorable financing environment.

Segment assets increased 5% compared to March 31, 2013, to ¥992,078 million, due to an increase in investment in direct financing leases despite a decrease in installment loans.

Installment loan revenues decreased in line with a decrease in average balance of installment loans. On the other hand, direct financing lease revenues remained robust due to an increase in average balance of direct finance leases. As a result, segment revenues remained relatively flat compared to the previous fiscal year at ¥76,877 million.

Segment profits decreased 4% to ¥24,874 million compared to ¥25,932 during the previous fiscal year due to an increase in segment expenses compared to the previous fiscal year.

Maintenance Leasing Segment

This segment consists of automobile and rental operations. Automobile operations are comprised of automobile leasing, rentals and car sharing. Rental operations are comprised of leasing and rental of precision measuring and IT-related equipment.

Manufacturing activities of Japanese companies are expected to continue to recover. Despite concerns over the impact of consumption tax hike on the economy, large companies are increasing their planned capital expenditure and there are signs that private investment activities that had been halted for a period of time are beginning to be resumed. In such environment, revenues have increased due to our ability to provide customers with high value-added services that meet their capital expenditure and cost reduction needs.

 

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Segment revenues increased 7% to ¥251,366 million compared to ¥234,651 million during the previous fiscal year due to an increase in operating lease revenues as a result of an increase in outstanding operating leases. On the other hand, segment expenses increased compared to the previous fiscal year due to an increase in the costs of operating leases in line with an increase in investment in operating leases.

As a result of the foregoing, segment profits increased 6% to ¥37,062 million compared to ¥34,913 million during the previous fiscal year.

Segment assets increased 13% compared to March 31, 2013, to ¥622,009 million due to increases in investment in operating leases and investment in financing leases.

Real Estate Segment

This segment consists of real estate development, rental and financing, facility operation, REIT asset management, and real estate investment advisory services.

The vacancy rate in the Japanese office building market is starting to fall below its peak due to an increase in companies expanding their offices in anticipation of economic recovery. In particular, we are seeing signs of office rents rising in the Tokyo Metropolitan area. In addition, in the J-REIT market, property acquisitions are increasing as a result of new stock exchange listings and capital raising activities through public offerings. We are also seeing sales of large real estate developments and rising sales prices due to increased competition among buyers.

Segment revenues decreased 8% to ¥198,450 million compared to ¥215,212 million during the previous fiscal year due to a decrease in real estate sales resulting from a decrease in the number of condominium units delivered, and a decrease in operating lease revenues due to sale of rental properties, despite an increase in gains from sales of rental properties and an increase in revenues from facilities operation.

Segment expenses decreased compared to the previous fiscal year due to decreases in costs of real estate sales and write-downs of securities despite increases in facilities operation expenses and write-downs of long-lived assets.

In addition to the foregoing, due to an increase in equity in net income of affiliates including real estate joint ventures, segment profits increased 222% to ¥17,956 million compared to ¥5,582 million during the previous fiscal year.

Segment assets decreased 15% compared to March 31, 2013, to ¥962,404 million due to sales of rental properties and decreases in installment loans and investment in securities.

Investment and Operation Segment

This segment consists of environment and energy-related business, principal investment, and loan servicing.

In the environment and energy-related business in Japan, there has been ongoing, active investment in the power generation business, such as mega-solar projects. In addition, investment targets are expanding beyond solar power generation projects to include wind and geothermal power generation projects. In the capital markets, there has been an increase in the number of initial public offerings for the fourth consecutive year and a spate of initial public offerings is expected to follow. In addition, M&A activities are increasing on the back of recovery in corporate profitability.

Segment revenues increased 46% to ¥178,532 million compared to ¥121,933 million during the previous fiscal year due to revenue contributions from consolidated subsidiaries acquired during the previous fiscal year, despite the absence of large collections in the loan servicing business that were recorded during the previous fiscal year and gains on sale of shares in Aozora Bank that were recorded during the previous fiscal year.

Segment expenses increased compared to the previous fiscal year due to increases in expenses relating to our principal investment and environment and energy-related businesses in addition to increased expenses attributable to consolidated subsidiaries acquired during the previous fiscal year.

In addition, due to gains of ¥58,435 million associated with the consolidation of DAIKYO on February 27, 2014, which was previously an equity method affiliate, segment profits increased 169% to ¥94,111 million compared to ¥34,937 million during the previous fiscal year.

Segment assets increased 27% compared to March 31, 2013, to ¥565,740 million due to an increase in inventories, etc. as a result of the consolidation of DAIKYO on February 27, 2014, despite decreases in investment in securities and installment loans mainly in the loan servicing business.

 

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Retail Segment

This segment consists of life insurance operations, banking business and card loan business.

Although the life insurance business is being affected by macro factors such as a decline in the population, demand for medical insurance is increasing due to the so-called “risks associated with lengthening life expectancy or life span” faced by the aging population. In the consumer finance, we anticipate an increase in loan demand due to an improvement in consumer sentiment in line with economic recovery.

Segment revenues increased 12% to ¥211,468 million compared to ¥188,695 million during the previous fiscal year due to an increase in installment loan revenues, an increase in insurance premium income as a result of growth in the number of policies in force in the life insurance business and an increase in insurance-related investment income.

Segment expenses increased due to an increase in selling, general and administrative expenses as well as an increase in insurance-related costs.

As a result of the foregoing, segment profits increased 15% to ¥49,871 million compared to ¥43,209 million during the previous fiscal year.

Segment assets increased 9% compared to March 31, 2013, to ¥2,166,986 million due to increases in investment in securities and installment loans despite decreases in rental properties owned for investment purposes in life insurance business and in investment in affiliates.

Overseas Business Segment

This segment consists of leasing, lending, investment in bonds, investment banking, asset management and ship- and aircraft-related operations in the United States, Asia, Australasia and Europe.

In the U.S. economy, the Quantitative Easing Program (QE3) is on a tapering trend. However, the U.S. is expected to continue to lead the global economy, maintaining stable growth with the recovery in the employment market, increasing housing demand, and increasing consumer consumption. In Asia’s emerging economies, while China is in the process of switching its policy to stable growth, in other emerging economies, expansion of investments with a focus on high growth potential is expected, due in part to economic resurgence in developed countries.

Segment revenues increased 106% to ¥416,226 million compared to ¥202,516 million during the previous fiscal year due to an increase in revenues from asset management in line with the acquisition of Robeco on July 1, 2013, and an increase in direct financing lease and operating lease revenues in Asia as well as in aircraft-related operations.

Segment expenses increased compared to the previous fiscal year due to an increase in expenses from asset management in line with the acquisition of Robeco on July 1, 2013, and an increase in selling, general and administrative expenses.

As a result of the foregoing, segment profits increased 32% to ¥69,688 million compared to ¥52,756 million during the previous fiscal year.

Segment assets increased 50% compared to March 31, 2013, to ¥1,972,138 million due to recognition of goodwill and other intangible assets in line with the acquisition of Robeco on July 1, 2013, and increased investment in direct financing leases and operating leases in Asia as well as in aircraft-related operations.

Outlook and Forecast for the Fiscal Year Ending March 31, 2015

Based on the operating environment described above and management policies described further below, ORIX Corporation targets total revenues of ¥1,800,000 million (up 34.2 % year on year) and net income attributable to ORIX Corporation shareholders of ¥210,000 million (up 12.4 % year on year) for the fiscal year ending March 31, 2015.

In addition to the stable profits from our existing business operations established thus far, as indicated below, we believe that there are new growth opportunities in all of our segments and we will aim to grow our profits by embracing these profit opportunities in the fiscal year ending March 31, 2015.

The Corporate Financial Services segment aims to further expand its customer base and increase small-sized quality assets by strengthening cooperation with the Group companies. At the same time, the segment will accelerate the “Finance + Services” strategy through the expansion of fee revenues by providing products and services that meet the customer needs including environment and energy related demands. Furthermore, a progress in government’s growth strategy will open up opportunities in new areas, and in such circumstance, the segment will aim to actively embrace those opportunities.

 

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The Maintenance Leasing segment aims to increase new business volume and expand high value-added services in the automobile business, and capture demands in growth areas and expand peripheral services in the rental business. The segment expects stable profits from its existing businesses, and at the same time, aims to further expand its market share and develop new markets in both automobile and rental businesses.

The Real Estate segment aims to enhance its stable revenue base by promoting its facilities operation and asset management businesses while continuing to turnover assets by taking advantage of the favorable business environment.

The Investment and Operation segment aims to grow profits through the expansion of its environment and energy business, promotion of principal investments both in Japan and overseas, and pursuit of revenue opportunities by capitalizing on its loan servicing expertise. In particular, with the renewable energy field, the segment is considering advancement into new business fields including geothermal and wind power generation in addition to continuing its focus on sales of solar panels and mega solar business.

The Retail segment aims to increase card loan balances via the consolidated management of ORIX Bank and ORIX Credit. The segment aims to expand the scale of the life insurance business by enhancing the agency network and increasing the sales of first sector products on top of the third sector products.

The Overseas Business segment aims to grow profits through enhancement of its fee business in the U.S. and expansion of its leasing asset balance and further business diversification in Asia. In addition, the segment seeks to strengthen global business base and raise the level of service related revenues of the Group by expanding Robeco’s AUM.

Although forward-looking statements in this document such as forecasts are attributable to current information available to ORIX Corporation and are based on assumptions deemed rational by ORIX Corporation, actual financial results may differ materially due to various factors. Therefore, readers are urged not to place undue reliance on these figures and predictions.

Various factors that could cause these figures and predictions to differ materially include, but are not limited to, those described under “Risk Factors” in the March 31, 2013 Form 20-F submitted to the U.S. Securities and Exchange Commission.

(2) Analysis of Consolidated Financial Condition

Assets, Liabilities, Shareholders’ Equity and Cash Flow Information

 

         As of
March 31,
2013
     As of
March 31,
2014
     Change     Year on
Year
Change
 

Total Assets

   (millions of yen)     8,439,710         9,069,392         629,682        7

(Segment Assets)

       6,382,654         7,281,355         898,701        14

Total Liabilities

   (millions of yen)     6,710,516         6,921,037         210,521        3

(Long- and Short-term Debt)

       4,482,260         4,168,465         (313,795     (7 %) 

(Deposits)

       1,078,587         1,206,413         127,826        12

Shareholders’ Equity

   (millions of yen)     1,643,596         1,918,740         275,144        17

Shareholders’ Equity Per Share

   (yen)     1,345.63         1,465.31         119.68        9

 

Note 1: Shareholders’ Equity refers to ORIX Corporation Shareholders’ Equity based on US-GAAP.
Note 2: Goodwill and other intangible assets acquired in business combinations have been recognized as segment assets beginning in the three month period ended September 30, 2013. Segment assets for the previous fiscal year have been reclassified as a result of this change.

Total assets increased 7% to ¥9,069,392 million compared to ¥8,439,710 million on March 31, 2013. Investment in direct financing leases increased due to robust increase of new transactions in Japan and the Asian region. Investment in securities increased primarily due to an increase in government bond securities and municipal bond securities. Other operating assets increased primarily due to the new consolidation overseas. In addition, inventories increased due to the consolidation of DAIKYO on February 27, 2014 and other assets increased primarily due to the recognition of goodwill and other intangible assets from the acquisition of Robeco on July 1, 2013 and DAIKYO on February 27, 2014. On the other hand, installment loans decreased due to an increase in collections. Segment assets increased 14% compared to March 31, 2013, to ¥7,281,355 million.

 

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The balance of interest bearing liabilities is managed at an appropriate level taking into account the nature and mix of assets and the liquidity on-hand as well as the domestic and overseas financial environment. As a result, long-term and short-term debt decreased compared to March 31, 2013.

Shareholders’ Equity increased 17% compared to March 31, 2013 to ¥1,918,740 million due to a decrease in treasury stock, at cost for the disposal of treasury shares to pay part of the consideration for the acquisition of the Robeco shares, and an increase in common stock and additional paid-in capital as a result of the conversion of convertible bonds with stock acquisition rights and exercise of rights on stock acquisition rights, in addition to an increase in retained earnings.

Summary of Cash Flows

Cash and cash equivalents increased by ¥1,003 million to ¥827,299 million compared to March 31, 2013.

Cash flows provided by operating activities were ¥469,644 million during the fiscal year, up from ¥391,304 million during the previous fiscal year resulting from an increase in net income compared to the previous fiscal year, an increase in trade notes and accounts payable compared to the previous fiscal year, a decrease in trading securities compared to the previous fiscal year, and a smaller decrease in restricted cash and inventories, in addition to adjustments made for the non-cash revenue and expense items such as depreciation and amortization and write-downs of securities, and gains on sales of subsdiaries and affiliates and liquidation losses, net compared to the previous fiscal year.

Cash flows used in investing activities were ¥201,229 million during the fiscal year, having provided ¥105,657 million during the previous fiscal year. This change was due to increases in acquisitions of subsidiaries, net of cash acquired, installment loans made to customers, purchases of available-for-sale securities and purchases of lease equipment, partially offset by increases in principal collected on installment loans and proceeds from sales of operating lease assets.

Cash flows used in financing activities were ¥274,167 million during the fiscal year, while having used ¥467,193 million during the previous fiscal year. This change was due to a decrease in repayment of debt with maturities longer than three months and an increase in deposits due to customers, partially offset by decrease in proceeds from debt with maturities longer than three months.

Trend in Cash Flow-Related Performance Indicators

 

     March 31, 2013     March 31, 2014  

Shareholders’ Equity Ratio

     19.5     21.2

Shareholders’ Equity Ratio based on Market Value

     17.2     21.0

Interest-bearing Debt to Cash Flow Ratio

     14.2        11.4   

Interest Coverage Ratio

     3.9 times        5.7 times   

Shareholders’ Equity Ratio: ORIX Corporation Shareholders’ Equity/Total Assets

Shareholders’ Equity Ratio based on Market Value: Total Market Value of Listed Shares/Total Assets

Interest-bearing Debt to Cash Flow Ratio: Interest bearing Debt/Cash Flow

Interest Coverage Ratio: Cash Flow/Interest Payments

 

Note 3: All figures have been calculated on a consolidated basis.
Note 4: Total market value of listed shares has been calculated based on the number of outstanding shares excluding treasury stock.
Note 5: Cash flow refers to cash flows from operating activities.
Note 6: Interest-bearing debt refers to short- and long-term debt and deposits listed on the consolidated balance sheets.

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2014

ORIX aims to increase shareholder value by utilizing the profits earned from its business activities that were secured primarily as retained earnings, for strengthening its business foundation and investments for growth. At the same time, ORIX will make steady and sustainable distribution of dividends that reflect its business performance.

 

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Regarding share buybacks, ORIX will take into account the adequate level of retained earnings and act flexibly and accordingly by considering the factors such as changes in the economic environment, trend in stock prices, and the company’s financial condition.

In line with the growth in profits, the annual dividend is raised to 23 yen per share from 130 yen per share in the previous fiscal year (On April 1, 2013, the Company implemented a 10-for-1 stock split of common stock held by shareholders registered on the Company’s register of shareholders as of March 31, 2013. The annual dividend for the previous fiscal year is the actual dividend amount before the stock split).

Dividend distribution is scheduled once a year as a year-end dividend.

(4) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2014, we believe no additional items have arisen concerning “Risk Factors” as stated in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 27, 2013.

2. Management Policies

(1) Management’s Basic Policy

The ORIX Group’s corporate philosophy and management policy are shown below.

Corporate Philosophy

The ORIX Group is constantly anticipating market needs and working to contribute to society by developing leading financial services on a global scale and striving to offer innovative products that create new value for customers.

Management Policy

 

 

The ORIX Group strives to meet the diverse needs of its customers and to deepen trust by constantly developing superior services.

 

 

The ORIX Group aims to strengthen its base of operations and achieve sustainable growth by integrating its Group-wide resources to promote synergies amongst different units.

 

 

The ORIX Group makes endeavors to maintain a corporate culture that encourages a sense of fulfillment and pride by developing personnel resources through corporate programs and promoting professional development.

 

 

The ORIX Group aims to attain stable medium- and long-term growth in shareholder value by implementing these initiatives.

(2) Target Performance Indicators

In its pursuit of sustainable growth, the ORIX Group will use the following performance indicators: Net income attributable to ORIX Corporation shareholders to indicate profitability, ROE to indicate capital efficiency and ROA to indicate asset efficiency. ORIX aims to achieve 10% ROE by striving to increase asset efficiency through quality asset expansion to capture business opportunities along with increased capital efficiency by strengthening profit-earning opportunities such as fee-based businesses.

Three-year trends in performance indicators are as follows.

 

          March 31, 2012      March 31, 2013      March 31, 2014  

Net Income Attributable to ORIX Corporation Shareholders

   (millions of yen)      83,509         111,909         186,794   

ROE

   (%)      6.2         7.4         10.5   

ROA

   (%)      0.99         1.33         2.13   

 

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(3) Medium- and Long-Term Corporate Management Strategies

The ORIX Group believes that it is vital to respond to changes in the market environment with agility and flexibility. The ORIX Group consists of six business segments (Corporate Financial Services, Maintenance Leasing, Real Estate, Investment and Operation, Retail, and Overseas Business) that represent a wide range of businesses, and Group-wide risk is controlled through a diversified business portfolio. At the same time, ORIX aims to secure profits and business opportunities through the complimentary nature of its diversified portfolio.

From a funding standpoint, ORIX continues to maintain a stable financial base characterized by high percentage of long-term debt from various funding sources that include borrowings from financial institutions, issuance of bonds in various markets, and ORIX Bank’s deposits.

Going forward, ORIX will continue its pursuit of the mid-term management strategies of accelerating “Finance + Services” and “Embracing growth in emerging markets including Asia” while focusing on expanding operations through business portfolio diversification. Additionally, by committing to “new pillars of business toward medium- to long-term growth” ORIX aims to challenge new business opportunities arising from the changing environment.

 

 

Increase the pace of “Finance + Services”: After the occurrence of structural changes in the finance business environment caused by the financial crisis, providing additional high value-added services has been deemed essential for pursuing increased profitability in the finance business. The ORIX Group is already providing “Finance + Services” through its maintenance leasing, facilities operation, aircraft leasing, and asset management businesses. Going forward, ORIX will capitalize on its accumulated Group client base, know-how and expertise to develop new business areas and provide more advanced services.

 

 

“Embracing growth in emerging markets including Asia”: In Asia’s emerging economies, while China is in the process of switching its policy to stable growth, in other emerging economies, expansion of investments with a focus on high growth potential is expected, due in part to economic resurgence in developed countries. ORIX Group will embrace growth in these countries by expanding operations capitalizing on local subsidiaries and partner networks it has established in emerging markets including Asia in addition to leveraging its successful investment track record.

 

 

“Establishing new pillars of business toward medium- to long-term growth”: The business environment and customers’ needs are constantly changing, and even with the existing businesses, ORIX believes that it is capable of capturing new profit opportunities by modifying its existing business model. At the same time, ORIX will continue to provide products and services valued by customers and society by creating new pillars of business that will support future growth through Group-wide collaboration that transcends the business divisions.

Overviews and strategies for the six segments are as follows.

 

Segment

  

Business Overview

  

Business Strategies

Corporate Financial Services    Lending, leasing and fee business   

•       Expand the client base through strengthened cooperation with group companies

•       Accumulate small-sized quality assets

•       Expand fee revenues by capturing environment and energy related demands

Maintenance Leasing

   Automobile leasing and rentals, car sharing, and precision measuring equipment and IT-related equipment rentals and leasing   

•       Continue Group-wide sales activities

•       Expand high value-added services

•       Further expand market share and develop new markets

Real Estate

   Real estate development, rentals and financing, facilities operation, REIT asset management, real estate investment advisory services   

•       Turnover assets while taking advantage of the favorable business environment, and promote joint investment

•       Strengthen the facilities operation business

•       Expand fee business by enhancing the asset management business

Investment and Operation

   Environment and energy related business, principal investment, and loan servicing (asset recovery)   

•       Invest in the environment and energy field, and expand business operation such as mega solar projects

•       Expand principal investment both domestically and overseas

•       Pursue new profit opportunities capitalizing on the loan servicing expertise

Retail

   Life insurance, banking, and card loan business   

•       Develop distinctive new products and enhance the agency network in life insurance business

•       Expand card loan business via the consolidated management of ORIX Bank and ORIX Credit

Overseas Business

   Leasing, lending, investment in bonds, investment banking, asset management, and ship- and aircraft-related operations   

•       Continue to strengthen “Finance + Services” based on high level of expertise in the U.S.

•       Expansion of leasing business and new investment centered on Asia

•       Accumulate quality assets in the ship- and aircraft-related business

•       Expand Robeco’s AUM

 

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(4) Corporate Challenges to be Addressed

It is vital for ORIX Group to continue to maintain and develop a business structure that flexibly and swiftly adapts to the changing business environment. ORIX will take the following three steps in order to execute the aforementioned business strategies.

 

  1. Further advancement of risk management

 

  2. Pursue transactions that are both socially responsible and economically viable

 

  3. Create a fulfilling workplace

 

1. Further advancement of risk management: Implement thorough and transparent monitoring and control of risks, capturing characteristics of each business and the changing business environment, while promoting mid-term management strategies. ORIX will also continue to maintain financial stability.

 

2. Pursue transactions that are both socially responsible and economically viable: Pursue transactions that are socially responsible from a compliance and environmental standpoint while providing products and services that are valued by clients and improve ORIX Group profitability.

 

3. Create a fulfilling workplace: Focus on ORIX’s strengths as a global organization to create a fulfilling work environment for all employees regardless of nationality, age, gender, background or type of employment.

 

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(1) Condensed Consolidated Balance Sheets

(As of March 31, 2013 and 2014)

(Unaudited)

 

(millions of yen)  

Assets

   March 31,
2013
    March 31,
2014
 

Cash and Cash Equivalents

     826,296       827,299  

Restricted Cash

     106,919       86,690  

Time Deposits

     8,356       7,510  

Investment in Direct Financing Leases

     989,380       1,094,073  

Installment Loans

     2,691,171       2,315,555  

(The amount of ¥16,026 million of installment loans as of March 31, 2013 and ¥12,631 million of installment loans as of March 31, 2014 are measured at fair value by electing the fair value option under FASB Accounting Standards Codification 825-10.)

    

Allowance for Doubtful Receivables on Direct Financing Leases and Probable Loan Losses

     (104,264 )     (84,796 )

Investment in Operating Leases

     1,395,533       1,375,686  

Investment in Securities

     1,093,668       1,214,576  

(The amount of ¥5,800 million of investment in securities as of March 31, 2013 and ¥11,433 million of investment in securities of March 31, 2014 are measured at fair value by electing the fair value option under FASB Accounting Standards Codification 825-10.)

    

Other Operating Assets

     233,258       312,774  

Investment in Affiliates

     326,732       314,300  

Other Receivables

     196,626       239,958  

Inventories

     41,489       136,105  

Prepaid Expenses

     50,323       61,909  

Office Facilities

     108,757       126,397  

Other Assets

     475,466       1,041,356  
  

 

 

   

 

 

 

Total Assets

     8,439,710       9,069,392  
  

 

 

   

 

 

 

Liabilities and Equity

            

Short-Term Debt

     420,726       309,591  

Deposits

     1,078,587       1,206,413  

Trade Notes, Accounts Payable and Other Liabilities

     312,922       443,333  

Accrued Expenses

     121,281       190,414  

Policy Liabilities

     426,007       454,436  

Current and Deferred Income Taxes

     143,057       299,509  

Security Deposits

     146,402       158,467  

Long-Term Debt

     4,061,534       3,858,874  
  

 

 

   

 

 

 

Total Liabilities

     6,710,516       6,921,037  
  

 

 

   

 

 

 

Redeemable Noncontrolling Interests

     41,621       53,177  
  

 

 

   

 

 

 

Commitments and Contingent Liabilities

    

Common Stock

     194,039       219,546  

Additional Paid-in Capital

     229,600       255,449  

Retained Earnings

     1,305,044       1,467,602  

Accumulated Other Comprehensive Income (Loss)

     (36,263 )     2  

Treasury Stock, at Cost

     (48,824 )     (23,859 )
  

 

 

   

 

 

 

Total ORIX Corporation Shareholders’ Equity

     1,643,596       1,918,740  
  

 

 

   

 

 

 

Noncontrolling Interests

     43,977       176,438  
  

 

 

   

 

 

 

Total Equity

     1,687,573       2,095,178  
  

 

 

   

 

 

 

Total Liabilities and Equity

     8,439,710       9,069,392  
  

 

 

   

 

 

 
     March 31,
2013
    March 31,
2014
 

Accumulated Other Comprehensive Income (Loss)

    

Net unrealized gains on investment in securities

     28,974       38,651  

Defined benefit pension plans

     (9,587 )     (6,228 )

Foreign currency translation adjustments

     (53,759 )     (31,987 )

Net unrealized gains (losses) on derivative instruments

     (1,891 )     (434 )
  

 

 

   

 

 

 
     (36,263 )     2  
  

 

 

   

 

 

 

 

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(2) Condensed Consolidated Statements of Income

(For the Years Ended March 31, 2013 and 2014)

(Unaudited)

 

(millions of yen)  
     Year ended
March 31,
2013
    Period
-over-
period
(%)
     Year ended
March 31,
2014
    Period
-over-
period
(%)
 

Total Revenues:

     1,055,764        109         1,341,651        127   
  

 

 

   

 

 

    

 

 

   

 

 

 

Direct financing leases

     54,356        107         57,483        106   

Operating leases

     296,329        105         324,083        109   

Interest on loans and investment securities

     155,963        105         130,680        84   

Brokerage commissions and net gains on investment securities

     34,814        119         27,183        78   

Life insurance premiums and related investment income

     138,726        109         155,406        112   

Real estate sales

     38,804        64         23,139        60   

Gains on sales of real estate under operating leases

     5,816        262         5,872        101   

Revenues from asset management and servicing

     15,265        118         126,492        829   

Other operating revenues

     315,691        126         491,313        156   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Expenses:

     904,911        107         1,140,673        126   
  

 

 

   

 

 

    

 

 

   

 

 

 

Interest expense

     100,966        92         82,859        82   

Costs of operating leases

     194,429        107         215,889        111   

Life insurance costs

     98,599        106         108,343        110   

Costs of real estate sales

     39,430        66         27,059        69   

Expenses from asset management and servicing

     593        120         36,150        —     

Other operating expenses

     194,693        128         310,775        160   

Selling, general and administrative expenses

     224,948        115         313,631        139   

Provision for doubtful receivables and probable loan losses

     10,016        52         13,834        138   

Write-downs of long-lived assets

     17,896        118         23,421        131   

Write-downs of securities

     22,838        139         7,989        35   

Foreign currency transaction loss, net

     503        —           723        144   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating Income

     150,853        123         200,978        133   
  

 

 

   

 

 

    

 

 

   

 

 

 

Equity in Net Income of Affiliates

     13,836        698         17,825        129   

Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, Net

     7,883        238         64,923        824   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before Income Taxes and Discontinued Operations

     172,572        135         283,726        164   
  

 

 

   

 

 

    

 

 

   

 

 

 

Provision for Income Taxes

     53,682        120         97,236        181   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income from Continuing Operations

     118,890        143         186,490        157   
  

 

 

   

 

 

    

 

 

   

 

 

 

Discontinued Operations:

         

Income from discontinued operations, net

     (179        12,182     

Provision for income taxes

     347           (4,681  
  

 

 

   

 

 

    

 

 

   

 

 

 

Discontinued operations, net of applicable tax effect

     168        6         7,501        —     
  

 

 

   

 

 

    

 

 

   

 

 

 

Net Income

     119,058        139         193,991        163   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net Income Attributable to the Noncontrolling Interests

     3,164        —           3,089        98   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net Income Attributable to the Redeemable Noncontrolling Interests

     3,985        146         4,108        103   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net Income Attributable to ORIX Corporation Shareholders

     111,909        134         186,794        167   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

Note 1:    Pursuant to FASB Accounting Standards Codification 205-20 (“Presentation of Financial Statements—Discontinued Operations”), the results of operations which meet the criteria for discontinued operations are reported as a separate component of income, and those related amounts that had been previously reported are reclassified.
         2:    Revenues and Expenses from asset management and loan servicing business have been separately presented from the three-month period ended September 30, 2013 (hereinafter “the second consolidated period”) as, “Revenues from asset management and servicing” and “Expenses from asset management and servicing.” Figures for the previous fiscal year have been retrospectively adjusted for this change.

 

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(3) Condensed Consolidated Statements of Comprehensive Income

(For the Years Ended March 31, 2013 and 2014)

(Unaudited)

 

(millions of yen)  
     Year ended
March 31, 2013
     Year ended
March 31, 2014
 

Net Income:

     119,058         193,991   
  

 

 

    

 

 

 

Other comprehensive income, net of tax:

     

Net change of unrealized gains on investment in securities

     13,330         10,603   

Net change of defined benefit pension plans

     4,759         3,572   

Net change of foreign currency translation adjustments

     50,979         36,869   

Net change of unrealized gains on derivative instruments

     268         1,487   

Total other comprehensive income

     69,336         52,531   
  

 

 

    

 

 

 

Comprehensive Income

     188,394         246,522   
  

 

 

    

 

 

 

Comprehensive Income Attributable to the Noncontrolling Interests

     7,394         15,256   
  

 

 

    

 

 

 

Comprehensive Income Attributable to the Redeemable Noncontrolling Interests

     9,209         8,207   
  

 

 

    

 

 

 

Comprehensive Income Attributable to ORIX Corporation Shareholders

     171,791         223,059   
  

 

 

    

 

 

 

 

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Table of Contents

(4) Condensed Consolidated Statements of Changes in Equity

(For the Years Ended March 31, 2013 and 2014)

(Unaudited)

 

     (millions of yen)  
     ORIX Corporation Shareholders’ Equity                    
     Common
Stock
     Additional
Paid-in
Capital
     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Treasury
Stock
    Total ORIX
Corporation
Shareholders’
Equity
    Noncontrolling
Interests
    Total
Equity
 

Balance at March 31, 2012

     144,026         179,223         1,202,450        (96,056     (48,907     1,380,736        39,735        1,420,471   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution to subsidiaries

                 —          2,229        2,229   

Transaction with noncontrolling interests

        98           (89       9        (143     (134

Comprehensive income, net of tax:

                  

Net income

           111,909            111,909        3,164        115,073   

Other comprehensive income (loss)

                  

Net change of unrealized gains on investment in securities

             12,829          12,829        501        13,330   

Net change of defined benefit pension plans

             4,758          4,758        1        4,759   

Net change of foreign currency translation adjustments

             42,020          42,020        3,735        45,755   

Net change of unrealized gains (losses) on derivative instruments

             275          275        (7     268   
              

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

                 59,882        4,230        64,112   
              

 

 

   

 

 

   

 

 

 

Total comprehensive income

                 171,791        7,394        179,185   
              

 

 

   

 

 

   

 

 

 

Cash dividends

           (9,676         (9,676     (5,238     (14,914

Conversion of convertible bond

     49,840         49,933               99,773        —          99,773   

Exercise of stock options

     173         172               345        —          345   

Acquisition of treasury stock

               (3     (3     —          (3

Other, net

        174         361          86        621        —          621   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2013

     194,039         229,600         1,305,044        (36,263     (48,824     1,643,596        43,977        1,687,573   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution to subsidiaries

                 —          89,396        89,396   

Transaction with noncontrolling interests

        239               239        2,058        2,297   

Comprehensive income, net of tax:

                  

Net income

           186,794            186,794        3,089        189,883   

Other comprehensive income

                  

Net change of unrealized gains on investment in securities

             9,677          9,677        926        10,603   

Net change of defined benefit pension plans

             3,359          3,359        213        3,572   

Net change of foreign currency translation adjustments

             21,772          21,772        10,998        32,770   

Net change of unrealized gains on derivative instruments

             1,457          1,457        30        1,487   
              

 

 

   

 

 

   

 

 

 

Total other comprehensive income

                 36,265        12,167        48,432   
              

 

 

   

 

 

   

 

 

 

Total comprehensive income

                 223,059        15,256        238,315   
              

 

 

   

 

 

   

 

 

 

Cash dividends

           (15,878         (15,878     (2,099     (17,977

Conversion of convertible bond

     25,066         24,953               50,019        —          50,019   

Exercise of stock options

     441         347               788        —          788   

Acquisition of treasury stock

               (19     (19     —          (19

Acquisition of Robeco

           (5,471       24,880        19,409        27,850        47,259   

Other, net

        310         (2,887       104        (2,473     —          (2,473
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

     219,546         255,449         1,467,602        2        (23,859     1,918,740        176,438        2,095,178   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Note: Changes in the redeemable noncontrolling interests are not included in the table.

 

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Table of Contents

(5) Condensed Consolidated Statements of Cash Flows

(For the Years Ended March 31, 2013 and 2014)

(Unaudited)

 

     (millions of yen)  
     Year ended
March 31,
2013
    Year ended
March 31,
2014
 

Cash Flows from Operating Activities:

    

Net income

     119,058        193,991   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     177,280        206,640   

Provision for doubtful receivables and probable loan losses

     10,016        13,834   

Increase in policy liabilities

     20,990        28,429   

Equity in net income of affiliates (excluding interest on loans)

     (12,874     (17,619

Gains on sales of subsidiaries and affiliates and liquidation losses, net

     (7,883     (64,923

Gains on sales of available-for-sale securities

     (17,252     (14,149

Gains on sales of real estate under operating leases

     (5,816     (5,872

Gains on sales of operating lease assets other than real estate

     (14,032     (17,820

Write-downs of long-lived assets

     17,896        23,421   

Write-downs of securities

     22,838        7,989   

Decrease in restricted cash

     33,852        22,506   

Decrease (Increase) in trading securities

     (16,264     21,300   

Decrease in inventories

     37,918        11,707   

Decrease (Increase) in other receivables

     20,782        (6,771

Increase (Decrease) in trade notes, accounts payable and other liabilities

     (8,715     47,102   

Decrease in accrued expenses

     (2,207     (9,073

Other, net

     15,717        28,952   
  

 

 

   

 

 

 

Net cash provided by operating activities

     391,304        469,644   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of lease equipment

     (736,373     (859,169

Principal payments received under direct financing leases

     381,080        459,003   

Installment loans made to customers

     (918,777     (1,035,564

Principal collected on installment loans

     1,193,884        1,264,649   

Proceeds from sales of operating lease assets

     173,890        251,567   

Investment in affiliates, net

     (19,206     (46,942

Proceeds from sales of investment in affiliates

     3,280        15,426   

Purchases of available-for-sale securities

     (684,870     (897,246

Proceeds from sales of available-for-sale securities

     417,534        318,697   

Proceeds from redemption of available-for-sale securities

     373,729        473,126   

Purchases of held-to-maturity securities

     (46,567     (8,519

Purchases of other securities

     (26,855     (24,761

Proceeds from sales of other securities

     40,568        26,501   

Purchases of other operating assets

     (15,152     (52,550

Acquisitions of subsidiaries, net of cash acquired

     (43,223     (93,458

Sales of subsidiaries, net of cash disposed

     (171     —     

Other, net

     12,886        8,011   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     105,657        (201,229
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Net decrease in debt with maturities of three months or less

     (20,507     (105,784

Proceeds from debt with maturities longer than three months

     1,365,827        1,210,209   

Repayment of debt with maturities longer than three months

     (1,790,616     (1,497,614

Net increase in deposits due to customers

     6,623        127,610   

Cash dividends paid to ORIX Corporation shareholders

     (9,676     (15,878

Contribution from noncontrolling interests

     1,133        11,501   

Cash dividends paid to redeemable noncontrolling interests

     (5,763     (1,224

Net decrease in call money

     —          (5,000

Other, net

     (14,214     2,013   
  

 

 

   

 

 

 

Net cash used in financing activities

     (467,193     (274,167
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     9,636        6,755   
  

 

 

   

 

 

 

Net increase in Cash and Cash Equivalents

     39,404        1,003   

Cash and Cash Equivalents at Beginning of Year

     786,892        826,296   
  

 

 

   

 

 

 

Cash and Cash Equivalents at End of Year

     826,296        827,299   
  

 

 

   

 

 

 

 

- 15 -


Table of Contents

(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

1. Segment Information by Sector

 

(millions of yen)  
     Year ended
March 31, 2013
    Year ended
March 31, 2014
    March 31,
2013
     March 31,
2014
 
     Segment
Revenues
     Segment
Profits
    Segment
Revenues
     Segment
Profits
    Segment
Assets
     Segment
Assets
 

Corporate Financial Services

     76,128        25,932        76,877         24,874        943,295         992,078   

Maintenance Leasing

     234,651        34,913        251,366         37,062        549,300         622,009   

Real Estate

     215,212        5,582        198,450         17,956        1,133,170         962,404   

Investment and Operation

     121,933        34,937        178,532         94,111        444,315         565,740   

Retail

     188,695        43,209        211,468         49,871        1,994,140         2,166,986   

Overseas Business

     202,516        52,756        416,226         69,688        1,318,434         1,972,138   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Segment Total

     1,039,135        197,329        1,332,919         293,562        6,382,654         7,281,355   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Difference between Segment Total and Consolidated Amounts

     16,629        (24,757     8,732         (9,836     2,057,056         1,788,037   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Consolidated Amounts

     1,055,764        172,572        1,341,651         283,726        8,439,710         9,069,392   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

Note 1:    The Company evaluates the performance of segments based on income before income taxes and discontinued operations, adjusted for results of discontinued operations, net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests before applicable tax effect. Tax expenses are not included in segment profits.
Note 2:    For certain VIEs used for securitization which are consolidated in accordance with ASC 810-10 (“Consolidations”), for which the VIE’s assets can be used only to settle related obligations of those VIEs and the creditors (or beneficial interest holders) do not have recourse to other assets of the Company or its subsidiaries, segment assets are measured based on the amount of the Company and its subsidiaries’ net investments in the VIEs, which is different from the amount of total assets of the VIEs, and accordingly, segment revenues are also measured at a net amount representing the revenues earned on the net investments in the VIEs. Certain gains or losses related to assets and liabilities of consolidated VIEs, which are not ultimately attributable to the Company and its subsidiaries, are excluded from segment profits.
Note 3:    From the three-month period ended September 30, 2013, goodwill and other intangible assets recognized as a result of business combination have been included in segment assets. In addition, in line with a change of management classification, ORIX’s Information and Communication Technology Department, which were previously included in the Maintenance Leasing Segment, has been included in the Corporate Financial Services Segment beginning in the third consolidated period. As a result of the foregoing, we have reclassified the segment information for the previous fiscal year.

2. Geographic Information

 

(millions of yen)  
     Year Ended March 31, 2013  
     Japan      America*2      Other*3      Difference between
Geographic Total and
Consolidated Amounts
    Consolidated
Amounts
 

Total Revenues

     843,625         130,561        102,277        (20,699     1,055,764   

Income before Income Taxes

     116,235         27,458        28,700        179        172,572   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
     Year Ended March 31, 2014  
     Japan      America*2      Other*3      Difference between
Geographic Total and
Consolidated Amounts
    Consolidated
Amounts
 

Total Revenues

     923,242         149,610        295,406        (26,607     1,341,651   

Income before Income Taxes

     208,829         42,901        44,178        (12,182     283,726   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

  Note 1:    Results of discontinued operations before applicable tax effect are included in each amount attributed to each geographic area.
*Note 2:    Mainly United States
*Note 3:    Mainly Asia, Europe, Australasia and Middle East
  Note 4:    Robeco, one of the Company’s subsidiaries domiciled in the Netherlands, conducts principally an asset management business. Due to the integrated nature of such business with its customer base spread across the world, “Other” locations include the total revenues and the income before income taxes of Robeco, respectively, for the year ended March 31, 2014.

 

- 16 -


Table of Contents

(8) Per Share Data

(For the Years Ended March 31, 2013 and 2014)

(Unaudited)

 

     Year ended
March 31,
2013
     Year ended
March 31,
2014
 
     (millions of yen)  

Income Attributable to ORIX Corporation Shareholders from Continuing Operations

     112,144         179,499   

Effect of Dilutive Securities -

     

Convertible Bond

     1,329         265   
  

 

 

    

 

 

 

Income from Continuing Operations for Diluted EPS Computation

     113,473         179,764   
  

 

 

    

 

 

 
     (thousands of shares)  

Weighted-Average Shares

     1,087,883         1,268,081   

Effect of Dilutive Securities -

     

Convertible Bond

     206,635         40,057   

Stock options

     1,546         2,117   
  

 

 

    

 

 

 

Weighted-average Shares for Diluted EPS Computation

     1,296,064         1,310,255   
  

 

 

    

 

 

 
            (yen)  

Earnings Per Share for Income Attributable to ORIX Corporation Shareholders from Continuing Operations

  

Basic

     103.09         141.55   

Diluted

     87.55         137.20   
            (yen)  

Shareholders’ Equity Per Share

     1,345.63         1,465.31   

 

Note:    In fiscal 2013, the diluted EPS calculation excludes stock options for 9,010 thousand shares, as they were antidilutive.
   In fiscal 2014, the diluted EPS calculation excludes stock options for 6,815 thousand shares, as they were antidilutive.

 

- 17 -


Table of Contents

Significant Accounting Policies

(Application of New Accounting Standards)

There is no significant change from the description in Form 20-F filed on June 27, 2013.

(Subsequent Events)

On April 28, 2014, ORIX Life Insurance Corporation (hereinafter, “ORIX Life Insurance”), a subsidiary of the Company, decided, subject to obtaining the required approval of relevant regulatory authorities, to purchase all issued shares of Hartford Life Insurance K.K. (Address: Minato-ku, Tokyo, Business Description: Life insurance business and reinsurance business, hereinafter “HLIKK”) held by Hartford Life, Inc. (Address: Simsbury, Connecticut, U.S.A.) in order to enhance its capital strength and improve the soundness of its management, in view of accelerating its growth. Upon closing, HLIKK would become a consolidated subsidiary of the Company.

Total acquisition cost of the HLIKK’s shares was estimated at $895 million (approximately ¥91.6 billion) as of April 28, 2014. However, the purchase price is subject to potential upward or downward adjustments at the closing date based on changes in the adjusted net worth of HLIKK.

The Company and its subsidiaries are currently evaluating the effect of this purchase on the Company and its subsidiaries’ results of operations and financial position as of the date of this release.

The closing of this purchase will require the approval of the Financial Services Agency pursuant to the Insurance Business Act in Japan. ORIX Life Insurance also needs to submit a report on the share purchase plan to the Fair Trade Commission which then imposes a certain waiting period after the submission. The date of such approvals is presently unclear; however, it is expected to take some time. The purchase is targeted to be closed during July 2014.

 

- 18 -


Table of Contents
LOGO    May 8, 2014

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel: +81-3-3435-3121

Fax: +81-3-3435-3154

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2014

TOKYO, Japan – May 8, 2014 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, announced the resolution regarding the expected dividend amount for the fiscal year ended March 31, 2014. The dividend amount will be formally decided at a meeting of the Board of Directors held on May 22, 2014, after a statutory audit of the financial reports for the fiscal year ended March 31, 2014.

Dividend Details

 

     Amount Decided    Dividend Paid for the
Fiscal Year Ended
March 31, 2013

Record Date

   March 31, 2014    March 31, 2013

Dividend Per Share

   23 yen    13 yen*

Total Dividend Amount

   30,117 million yen    15,878 million yen

Effective Date

   June 3, 2014    June 4, 2013

Source of Dividend

   Retained earnings    Retained earnings

Basic Profit Distribution Policy and Reason for Changing Per Share Dividend

ORIX aims to increase shareholder value by utilizing the profits earned from its business activities that were secured primarily as retained earnings, for strengthening its business foundation and investments for growth. At the same time, ORIX will make steady and sustainable distribution of dividends that reflect its business performance.

Regarding share buybacks, ORIX will take into account the adequate level of retained earnings and act flexibly and accordingly by considering the factors such as changes in the economic environment, trend in stock prices, and the company’s financial condition.

Given the growth of our profit, the annual dividend is raised to 23 yen per share from 13 yen* in the previous fiscal year.

Reference:

 

     Dividend Per Share  

Record Date

   Interim      Fiscal Year End     Yearly  

Current Fiscal Year

     —           23 yen        23 yen   

Previous Fiscal Year (March 31, 2013)

     —           13 yen     13 yen

 

* On April 1, 2013, ORIX implemented a 10-for-1 stock split. Dividends are adjusted accordingly in the table above. Dividend per share for the previous fiscal year is 130 yen without the effect of the stock split.


Table of Contents

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses. Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 35 countries and regions across the world. ORIX celebrates its 50th anniversary in 2014 and moving forward it aims to contribute to society while continuing to capture new business opportunities and sustain growth by promoting acceleration of its corporate strategy “Finance + Services.” For more details, please visit our website: http://www.orix.co.jp/grp/en/

 

 

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 Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2011 – March 31, 2012.”

 

 

 

-end-


Table of Contents
LOGO    May 8, 2014

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel : +81-3-3435-3121

Fax: +81-3-3435-3154

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Candidates for Director

and Member Composition of the Three Committees of ORIX Corporation

TOKYO, Japan – May 8, 2014 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today made public an announcement that the Nominating Committee has decided the candidates for Director. The nominations are scheduled to be finalized at the 51st Annual General Meeting of Shareholders of the Company on June 24, 2014.

The Company announced today that it has decided the composition of the Audit, Nominating and Compensation Committees in a Board of Directors meeting held today. The audit Committee will be formed entirely by outside directors. Both Nominating and Compensation Committees will be comprised of 6 members, of which 5 members are outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 51st Annual General Meeting of Shareholders of the Company on June 24, 2014. Candidates for the 13 director positions (including 6 Outside Directors) are as follows:

 

Makoto Inoue

   Takeshi Sasaki (Outside Director)

Haruyuki Urata

   Eiko Tsujiyama (Outside Director)

Tamio Umaki

   Robert Feldman (Outside Director)

Kazuo Kojima

   Takeshi Niinami (Outside Director)

Yoshiyuki Yamaya

   Nobuaki Usui (Outside Director)

Katsutoshi Kadowaki

   Ryuji Yasuda (Outside Director)
Hideaki Takahashi ( Non-Executive Director, newly nominated)   

Details on Candidates for New Director

Hideaki Takahashi (Born March 22, 1948)

 

Aug. 1974    Joined NCR Corporation
Mar. 1992    Vice President and Representative Director, NCR Japan, Ltd.
Dec. 1997   

Senior Vice President, NCR Corporation,

Chairman and Representative Director, NCR Japan, Ltd.

Jul. 1999    Deputy President, Fuji Xerox Co., Ltd.
Mar. 2000    Vice President and Representative Director, Fuji Xerox Co., Ltd.
Jan. 2006    Professor, Graduate School of Media and Governance at Keio University (present position)
Nov. 2006    Advisor, ORIX Corporation (present position)
Apr. 2007    Outside Director, Fukuoka Financial Group, Inc. (present position)


Table of Contents

Details on Candidates for Outside Director

Takeshi Sasaki (Born July 15, 1942)

 

Apr. 1968    Assistant Professor at the University of Tokyo, School of Law
Nov. 1978    Professor, School of Law at the University of Tokyo,
Apr. 1991    Professor, Graduate Schools for Law and Politics at the University of Tokyo
Apr. 1998    Dean, Graduate Schools for Law and Politics and School of Law at the University of Tokyo
Apr. 2001    President, the University of Tokyo
Apr. 2005    Professor, Faculty of Law, Department of Politics at Gakushuin University
Jun. 2006    Outside Director, East Japan Railway Co., (present position)
Jun. 2006    Outside Director, ORIX Corporation (present position)

Basis for candidacy for appointment as an Outside Director

Mr. Takeshi Sasaki is a candidate for Outside Director. He served successively as the President of the University of Tokyo and the President of the Japan Association of National Universities (currently, incorporated). He has a wealth of experience in university reform, is knowledgeable in a wide range of issues in politics and society in general that affect the company’s management, and is independent from the management engaged in the operations. As Chairman of the Nominating Committee, he has actively expressed his opinions and made proposals, leading discussions and deliberations on members of the Board of Directors and executive officers suitable for the Company’s business operations. The Company wishes for Mr. Sasaki to use his knowledge and experience to oversee the management.

Eiko Tsujiyama (Born December 11, 1947)

 

Aug. 1980    Assistant Professor, Ibaraki University’s School of Humanities
Jan. 1982    Visiting Fellow, Columbia Business School
Apr. 1985    Assistant Professor, Musashi University’s School of Economics
Apr. 1991    Professor, School of Economics at Musashi University
Sep. 1993    Visiting Fellow, University of Cambridge
Apr. 1996    Dean, School of Economics at Musashi University
Apr. 2003    Professor, School of Commerce and the Graduate School of Commerce at Waseda University (present position)
Apr. 2008    Corporate Auditor, Mitsubishi Corporation (present position)
Jun. 2010    Outside Director, ORIX Corporation (present position)
Oct. 2010    Dean, Graduate School of Commerce at Waseda University (present position)
May 2011    Corporate Auditor, Lawson, Inc (present position)
Jun. 2011    Audit and Supervisory Board Member, NTT DOCOMO, INC (present position)
Jun. 2012    Audit and Supervisory Board Member, Shiseido Company, Limited (present position)

Basis for candidacy for appointment as an Outside Director

Ms. Eiko Tsujiyama is a candidate for Outside Director. She serves as a professor of Waseda University’s School of Commerce and Dean and professor of Waseda University’s Graduate School of Commerce, has served on government and institutional finance and accounting councils both in Japan and overseas, has extensive knowledge as a professional accountant, and is independent from the management engaged in the operations. As Chairman of the Audit Committee, she receives periodic reports from the Company’s internal audit unit, and has actively expressed her opinions and made proposals, while leading discussions on the effectiveness of the Company’s internal control system. The Company wishes for Ms. Tsujiyama to use her knowledge and experience to oversee the management.


Table of Contents

Robert Feldman (Born June 12, 1953)

 

Jul. 1973    Joined Nomura Research Institute, Ltd., Intern
Jul. 1981    Visiting Scholar, Bank of Japan
Oct. 1983    Economist, International Monetary Fund
Apr. 1990    The chief economist, Salomon Brothers Inc. (currently Citigroup Global Markets Japan Inc.)
Feb. 1998    Joined Morgan Stanley Securities, Ltd. (currently Morgan Stanley MUFG Securities Co., Ltd.) as Managing Director and Chief Economist Japan
Apr. 2003    Managing Director, Co-Director of Japan Research and Chief Economist, Morgan Stanley Japan Securities Co., Ltd. (currently Morgan Stanley MUFG Securities Co., Ltd.)
Dec. 2007    Managing Director and Head of Japan Economic Research, Morgan Stanley Japan Securities Co., Ltd. (currently Morgan Stanley MUFG Securities Co., Ltd.)
Jun. 2010    Outside Director, ORIX Corporation (present position)
Jul. 2012    Managing Director, Chief Economist and Head of Fixed Income Research, Morgan Stanley MUFG Securities Co., Ltd.
Mar. 2013    Managing Director and Chief Economist, Morgan Stanley MUFG Securities Co., Ltd. (present position)

Basis for candidacy for appointment as an Outside Director

Mr. Robert Feldman is a candidate for Outside Director. He currently serves as Managing Director at Morgan Stanley MUFG Securities Co., Ltd., and as an economist, has a deep understanding of the environment and events of business management both in Japan and overseas, and is independent from the management engaged in the operations. As Chairman of the Compensation Committee, he has actively expressed his opinions and made proposals during deliberations on the Directors’ compensation system and compensation levels in order to enhance their role as medium- and long-term incentives, from a global perspective based on his wide-ranging experience and knowledge. The Company wishes for Mr. Feldman to use his knowledge and experience to oversee its management.

Takeshi Niinami (Born January 30, 1959)

 

Apr. 1981    Joined Mitsubishi Corporation
Jun. 1995    President of Sodex Corporation (currently LEOC Co., Ltd.)
Apr. 2001    Unit Manager of Lawson Business and Mitsubishi’s Dining Logistical Planning team, Consumer Industry division, Mitsubishi Corporation
May 2002

Mar. 2005

  

President, Representative Director and Executive Officer, Lawson, Inc.

President, Representative Director and CEO, Lawson, Inc

Apr. 2006

Jun. 2010

  

Outside Director, ACCESS, Co, Ltd. (present position)

Outside-Director, ORIX Corporation (present position)

May 2014    Chairman and Representative Director, Lawson, Inc (present position)

Basis for candidacy for appointment as an Outside Director

Mr. Takeshi Niinami is a candidate for Outside Director. He currently serves as Chairman and Representative Director of Lawson, Inc., has broad knowledge of corporate management, and is independent from the management engaged in the operations. He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting, Nominating Committee, and Compensation Committee, pointing to important matters regarding company management by using his managerial decision making skills based on his wide-ranging experience and knowledge. The Company wishes for Mr. Niinami to use his knowledge and experience to oversee the management.


Table of Contents

Nobuaki Usui (Born January 1, 1941)

 

Apr. 1965    Entered Finance Ministry (currently Ministry of Finance)
May 1995    Director-General of the Tax Bureau, Ministry of Finance
Jan. 1998    Commissioner, National Tax Agency
Jul. 1999

Jan. 2003

Jun. 2011

  

Administrative Vice Minister, Ministry of Finance

Governor & CEO, National Life Finance Corporation (currently Japan Finance Corporation)

Advisor, The Japan Research Institute, Limited

Outside Auditor, KONAMI CORPORATION (present position)

Jun. 2012    Outside-Director, ORIX Corporation (present position)

Basis for candidacy for appointment as an Outside Director

Mr. Nobuaki Usui is a candidate for Outside Director. He served successively as the Administrative Vice Minister of Ministry of Finance and the Governor & CEO of National Life Finance Corporation. He has a wealth of knowledge and experience as a finance and tax expert, and is independent from the management engaged in the operations. He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting, Nominating Committee and Audit Committee, pointing to important matters regarding company management, based on his wide-ranging experience and knowledge in finance and tax. The Company wishes for Mr. Usui to use his knowledge and experience to oversee the management.

Ryuji Yasuda (Born April 28, 1946)

 

Jan. 1979    Joined McKinsey & Company
Jun. 1986    Principal Partner, McKinsey & Company
Jun. 1991    Director, McKinsey & Company
Jul. 1996    Chairman, A. T. Kearney, Asia
Jun. 2003   

Chairman, J-Will Partners, Co., Ltd.

Outside Director, Daiwa Securities Group Inc. (present position)

Apr. 2004    Professor, Graduate School of International Corporate Strategy at Hitotsubashi University (present position)
Apr. 2007    Outside Director, Fukuoka Financial Group, Inc. (present position)
Jun. 2007    Outside Director, Sony Corporation (present position)
Jun. 2009    Outside Director, Yakult Honsha Co., Ltd. (present position)
Jun. 2013    Outside-Director, ORIX Corporation (present position)

Basis for candidacy for appointment as an Outside Director

Mr. Ryuji Yasuda is a candidate for Outside Director. He served successively as Director of McKinsey & Company and Chairman of A.T. Kearney, Asia, and currently serves as a professor at Graduate School of International Corporate Strategy at Hitotsubashi University. He has a specialized knowledge on corporate strategy acquired through a wide range of past experience, and is independent from the management engaged in the operations. He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting, Nominating Committee, Audit Committee and Compensation Committee pointing to important matters regarding company management, using his expertise in corporate strategy. The Company wishes for Mr. Yasuda to use his knowledge and experience to oversee the management.


Table of Contents

Nominating Committees

6 Members (Outside Directors: 5)

Chairman: Takeshi Sasaki

Members: Robert Feldman, Takeshi Niinami, Nobuaki Usui, Ryuji Yasuda and Hideaki Takahashi (newly nominated)

Audit Committee

4 Members (Outside Directors: 4)

Chairman: Eiko Tsujiyama

Members: Takeshi Sasaki, Nobuaki Usui and Ryuji Yasuda (newly nominated)

Compensation Committee

6 Members (Outside Directors: 5)

Chairman: Robert Feldman

Members: Takeshi Sasaki, Eiko Tsujiyama, Takeshi Niinam, Ryuji Yasuda and Hideaki Takahashi (newly nominated)

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses. Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 35 countries and regions across the world. ORIX celebrates its 50th anniversary in 2014 and moving forward it aims to contribute to society while continuing to capture new business opportunities and sustain growth by promoting acceleration of its corporate strategy “Finance + Services.” For more details, please visit our website: http://www.orix.co.jp/grp/en/

 

 

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 Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2012 – March 31, 2013.”

 

 

 

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Table of Contents
LOGO    May 8, 2014

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel: +81-3-3435-3121

Fax: +81-3-3435-3154

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Management Changes

TOKYO, Japan – May 8, 2014 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today made public an announcement regarding management changes.

 

New Position

  

Present Position

  

Name

Changes Effective as of June 24, 2014

Retire

Senior Chairman

  

Director,

Representative Executive Officer,

Chairman and Chief Executive Officer

   Yoshihiko Miyauchi

Director,

Representative Executive Officer,

President, Chief Executive Officer

  

Director,

Representative Executive Officer,

President and Co-Chief Executive Officer

   Makoto Inoue

Non-Executive Director,

Special Advisor to CEO

   Advisor    Hideaki Takahashi

Director,

Corporate Executive Vice President

Special Advisor to CEO

Responsible for Group Retail Business*

President, ORIX Credit Corporation

Non-Executive Chairman, ORIX Bank

Corporation

Non-Executive Audit & Supervisory Board

Member, ORIX Life Insurance Corporation

*Oversee and Manage the Group’s retail

business across divisions

  

Director,

Corporate Executive Vice President

Head of Real Estate Headquarters

Responsible for Special Investments Group

Responsible for Finance Department

President, ORIX Real Estate Corporation

Chairman, ORIX Golf Management LLC

   Yoshiyuki Yamaya

Vice Chairman

Group Kansai Representative

Responsible for Group Real Estate Business*

Chairman, ORIX Real Estate Corporation

President, ORIX Baseball Club Co., Ltd.

*Oversees and Manages the Group’s real estate business across divisions

  

Vice Chairman

Group Kansai Representative

Chairman, ORIX Real Estate Corporation

President, ORIX Baseball Club Co., Ltd.

   Hiroaki Nishina

Group Senior Vice President

Vice Chairman, ORIX Real Estate Corporation

  

Group Senior Vice President

President, ORIX Credit Corporation

   Masatoshi Kemmochi


Table of Contents

Executive Officer

Deputy Head of Human Resources and

Corporate Administration Headquarters

  

Executive Officer

Deputy Head of Human Resources and Corporate Administration Headquarters

Responsible for IT Planning Office

   Shigeki Seki

Executive Officer

Domestic Sales Headquarters: Head of OQL

Business, Regional Business,

Administration Center and Call Center

Responsible for IT Planning Office

President, ORIX Callcenter Corporation

  

Executive Officer

Domestic Sales Headquarters: Head of OQL Business, Regional Business, Administration Center and Call Center

President, ORIX Callcenter Corporation

   Satoru Katahira

Executive Officer

Head of Real Estate Headquarters

Responsible for Special Investments Group

Responsible for Finance Department

President, ORIX Real Estate Corporation

  

Group Executive

Deputy Head of Real Estate Headquarters

Deputy President, ORIX Real Estate Corporation

   Tetsuro Masuko

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses. Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 35 countries and regions across the world. ORIX celebrates its 50th anniversary in 2014 and moving forward it aims to contribute to society while continuing to capture new business opportunities and sustain growth by promoting acceleration of its corporate strategy “Finance + Services.” For more details, please visit our website: http://www.orix.co.jp/grp/en/

 

 

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 Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2012 – March 31, 2013.”

 

 

 

 

-end-


Table of Contents
LOGO    May 8, 2014

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel : +81-3-3435-3121

Fax: +81-3-3435-3154

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Changes in Representative Executive Officer

TOKYO, Japan – May 8, 2014 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today made public an announcement regarding changes in representative executive officer following a resolution passed by the Board of Directors on the same day. A formal decision regarding the changes will be made following approval at the 51st Annual General Meeting of Shareholders and the subsequent Board of Directors meeting on June 24, 2014.

1. Changes in Representative Executive Officer

 

Name

  

New Position

  

Present Position

Makoto Inoue

  

Director,

Representative Executive Officer,

President and Chief Executive Officer

  

Director,

Representative Executive Officer,

President and Co-Chief Executive Officer

Yoshihiko Miyauchi

   Senior Chairman   

Director,

Representative Executive Officer, Chairman and Chief Executive Officer

Yoshihiko Miyauchi is scheduled to resign as Director following the 51st Annual General Meeting of Shareholders.

Management Changes are effective as of June 24, 2014.

2. Reason for the changes

Under the new management team, the ORIX Group aims for further growth by continuing to expand its diversified financial services business in Japan and overseas, leveraging its strong expertise developed over the years.

Yoshihiko Miyauchi will commit to a long-term involvement in the Group, providing advices and consultation to improve the ORIX Group’s corporate value, from a position different from executing management duties.

3. Profile of the newly appointed Representative Executive Officer

See attached.


Table of Contents

Makoto Inoue

 

Hometown:    Tokyo, Japan
Born:    October 2, 1952 (61 years old)
Education:    Mar. 1975    Chuo University, Faculty of Law
     
Business Experience:    Apr. 1975    Joined ORIX
   Jan. 2003    Deputy Head of the Investment Banking Headquarters
   Feb. 2005    Executive Officer
      Head of the Alternative Investment and Development Headquarters
   Jan. 2006    Corporate Senior Vice President
   Dec. 2006    (Concurrent) Responsible for the IT Planning Office
   May 2007    (Concurrent) President of ORIX Computer Systems Corporation
   Jun. 2008    (Concurrent) Head of the International Administrative Headquarters
   Jan. 2009    Head of the Global Business and Alternative Investment Headquarters
   Jun. 2009    Corporate Executive Vice President
   Jun. 2010    Director, Deputy President
   Oct. 2010    (Concurrent) Head of the Investment Banking Headquarters
   Jan. 2011    Director, Representative Executive Officer, President and Chief Operating Officer
   Jan. 2014    Director, Representative Executive Officer, President and Co-Chief Executive Officer (Present Position)

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses. Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 35 countries and regions across the world. ORIX celebrates its 50th anniversary in 2014 and moving forward it aims to contribute to society while continuing to capture new business opportunities and sustain growth by promoting acceleration of its corporate strategy “Finance + Services.” For more details, please visit our website: http://www.orix.co.jp/grp/en/

 

 

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 Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2012 – March 31, 2013.”

 

 

 

 

-end-