ORIX CORPORATION
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
THE SECURITIES EXCHANGE Act of 1934

For the month of April, 2004.

ORIX Corporation

(Translation of Registrant’s Name into English)

3-22-8 Shiba, Minato-Ku, Tokyo, JAPAN
(Address of Principal Executive Offices)


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

Form 20-F þ Form 40-F o

     (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes o No þ

 


Table of Documents Filed

         
        Page
1.
  Press Release entitled, “ORIX Announces Annual Results for the Year Ended March 31, 2004,” filed with the Tokyo Stock Exchange on Monday, April 26, 2004.    
 
       
2.
  English translation of press releases entitled, “Announcements Regarding Stock Options, and Director Nominations and Executive Officer Appointments,” filed with the Tokyo Stock Exchange on Monday, April 26, 2004.    

 


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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
 
 
  By /s/ Yukio Yanase    
     
April 26, 2004  Yukio Yanase
Corporate Executive Vice President
ORIX Corporation Date: 
 
 

 


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(ORIX LOGO)   April 26, 2004

FOR IMMEDIATE RELEASE

Contact Information:
     ORIX Corporation
     Corporate Communications
     Leslie Hoy
     Tel:+81-3-5419-5102
     Fax:+81-3-5419-5901
     E-mail: orixir@orix.co.jp
     URL: www.orix.co.jp/grp/index_e.htm

ORIX Announces Annual Results for the Year Ended March 31, 2004

TOKYO, Japan - April 26, 2004 — ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today announced that revenues for the fiscal year ended March 31, 2004 increased 6% year on year to 720,773 million yen, income before income taxes* rose 126% to 102,157 million yen, and net income grew 79% to 54,020 million yen.

Revenues for “direct financing leases” and “interest on loans and investment securities” were down compared to the same period of the previous fiscal year as ORIX continued to focus on the profitability of each transaction and carefully selected new assets. However, revenues from “operating leases” increased due mainly to improvements in the precision measuring equipment rental and automobile rental businesses, “residential condominium sales” grew due to the increase in the number of condominiums sold to buyers, while “brokerage commissions and net gains on investment securities” also increased as a result of improvements in the stock and bond markets. In addition, lower “interest expense” and fewer “write-downs of long-lived assets” and “write-downs of securities,” and an increase in “equity in net income of affiliates” contributed to the significantly higher earnings.

                                         
    2004.3   2004.3   2003.3   Change on   Change on
    US$ millions**
  Millions of yen**
  Millions of yen**
  2003.3
  2003.3
Total Revenues
    6,820       720,773       681,820       38,953     Up 6%
Income before Income Taxes*
    967       102,157       45,179       56,978     Up 126%
Net Income
    511       54,020       30,243       23,777     Up 79%
Earnings Per Share (Basic) (Yen/US$)
    6.11       645.52       361.44       284.08     Up 79%
Earnings Per Share (Diluted) (Yen/US$)
    5.75       607.52       340.95       266.57     Up 78%
                                 
                    Change on   Change on
    2004.3 US$**
  2004.3
  2003.12
  2003.3
Shareholders’ Equity (Millions of yen)
    5,337       564,047     Up 2%   Up 12%
Total Assets (Millions of yen)
    53,221       5,624,957     Down 1%   Down 5%
Shareholders’ Equity Per Share (Yen/US$)
    63.77       6,739.64     Up 2%   Up 12%

** Income before income taxes” refers to “income before discontinued operations, extraordinary gain, cumulative effect of a change in accounting principle and income taxes” in the consolidated statements of income.

** U.S. dollar amounts have been calculated at 105.69 Yen to $1.00, the approximate exchange rate prevailing at March 31, 2004. Unless otherwise stated, all amounts shown are in millions of Japanese yen or millions of U.S. dollars, except for per share data, which are in single yen or dollars.

-more-

 


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The “Equipment Operating Leases” segment had higher segment profits thanks to improved profitability of the precision measuring and other equipment rental operations, while the “Real Estate” segment also did well with contributions from gains from the sale of office buildings and the condominium development business. The “Life Insurance” segment posted higher earnings as a result of the continued shift to highly profitable insurance-only life insurance products. In the “Asia and Oceania” segment, the contribution from an equity method affiliate and the strong performance of the automobile leasing operations of a number of companies in the region added to segment profits, while “The Americas” segment posted higher profits largely as a result of lower provisions and fewer write-downs of securities.

Operating assets were down 6% to 4,849,194 million yen and total assets were also down 5% to 5,624,957 million yen compared to March 31, 2003 due to our continued attempt to grow profits without increasing assets. Shareholders’ equity increased 12% on March 31, 2003 to 564,047 million yen and the shareholders’ equity ratio was 10.0% compared to 8.5% at March 31, 2003. ROE rose from 6.0% to 10.1% and ROA improved from 0.49% to 0.93% compared to the fiscal year ended March 31, 2003.

For details on the annual earnings announcement please access “Annual Results 2004/3” and “Analysis of Annual Quarter Results 2004/3” from ORIX’s web site at: www.orix.co.jp/grp/ir_e/data/report/index.htm.

ORIX will also hold a conference call in English on Tuesday, April 27, 2004 at 9:30 PM (Tokyo)/8:30 AM (EST)/1:30 PM (London)/2:30 PM (Continent) to discuss the earnings announcement. For details on how to participate please access www.orix.co.jp/grp/ir_e/ir_pdf/040331_ConfCallE.pdf.

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is an integrated financial services group based in Tokyo, Japan, providing innovative value-added products and services to both corporate and retail customers. With operations in 23 countries worldwide, ORIX’s activities include: leasing, corporate finance, real estate-related finance and development, life insurance, and investment and retail banking. For more details, please visit our web site at: www.orix.co.jp/grp/index_e.htm.

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission.

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(ORIX LOGO)   April 26, 2004

FOR IMMEDIATE RELEASE

Contact Information:

     ORIX Corporation
     Corporate Communications
     Leslie Hoy
     Tel: +81-3-5419-5102
     Fax: +81-3-5419-5901
     E-mail: orixir@orix.co.jp
     URL: www.orix.co.jp/grp/index_e.htm

Announcements Regarding Stock Options, and Director Nominations and
Executive Officer Appointments

TOKYO, Japan – April 26, 2004 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services provider, today filed releases with the Tokyo Stock Exchange regarding the following matters.

  1)   Announcement Regarding a Stock Option Program
 
  2)   Announcement of Board of Director Nominations and Executive Officer Appointments

English translations of these announcements in the order of the above are included in the following pages.

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.

 


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1) Announcement Regarding a Stock Option Program

At a meeting of ORIX Corporation’s Board of Directors held on April 26, 2004, a proposal was made to issue stock acquisition rights as part of a stock option program to directors, executive officers, corporate auditors and employees of the Company and its subsidiaries and affiliates, in order to further increase incentives to raise corporate profits. This matter will be raised for approval at the 41st Annual General Meeting of Shareholders of the Company, which is scheduled to be held on June 23, 2004.

1. Overview of the Stock Option Program

Stock acquisition rights that can be exercised to acquire common shares of the Company will be offered in accordance with the provisions contained in Article 280-20 and 280-21 of the Japanese Commercial Code.

2. Recipients

The stock acquisition rights are to be issued to directors, executive officers, corporate auditors and employees of the Company and its subsidiaries and affiliates.

3. Reason for the Need to Issue Stock Acquisition Rights to Non-Shareholders with Advantageous Terms

In order to further increase the incentive of the aforementioned recipients to raise corporate profits.

4. Outline of the Stock Acquisition Rights

(1) Type and number of shares to be issued upon exercise of the stock acquisition rights Maximum of 640,000 common shares.

(2) Number of the stock acquisition rights to be issued Maximum of 6,400 (100 shares per one stock acquisition right).

(3) Issue price of the stock acquisition rights None.

(4) Amount to be paid upon exercise of the stock acquisition rights (“exercise price”). The exercise price of one stock acquisition right shall be the exercise price per share as stipulated below multiplied by 100 (as per (2) above)).

The exercise price per share shall be the average closing price of common shares on the Tokyo Stock Exchange for the 30 trading days commencing 45 days previous to, and not including, the date on which the Company decides the exercise price (excluding days in which no shares are traded) and rounded upwards to the nearest yen. However, if this average price is less than the closing price on the date on which the Company decides the exercise price, the closing price of such date, or, if there is no closing price on such date, the closing price of the closest preceding day, shall be used.

(5) Exercise period of the stock acquisition rights From June 24, 2006 to June 23, 2014.

(6) Conditions for exercising the stock acquisition rights The conditions for exercising the stock acquisition rights shall be stipulated in a contract between ORIX Corporation and the recipients of the stock acquisition rights.

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5. Cancellation of Stock Acquisition Rights

In the event that recipients cannot meet the conditions for exercising the stock acquisition rights, the Company can cancel the stock acquisition rights without compensation.

6. Condition for Transfer of the Stock Acquisition Rights

The transfer of stock acquisition rights is subject to the approval of ORIX’s Board of Directors.

Note: The above matters are subject to the approval at the 41st Annual General Meeting of Shareholders of the Company, which is scheduled to be held on June 23, 2004.

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2) Announcement of Board of Director Nominations and Executive Officer Appointments

Changes to ORIX’s Directors, and Executive Officers filed with the Tokyo Stock Exchange on Monday, April 26, 2004 are included below. The new positions of “Director” are subject to approval by shareholders at the Annual General Meeting of Shareholders scheduled to be held on June 23, 2004.

         
New Position
  Present Position
  Name
Changes Effective as of May 1, 2004
Director
       
Chairman, ORIX Auto Leasing
       
Corporation
  Director    
(Will resign as
  Vice Chairman    
Director on June
  Responsible for Overseas    
23, 2004)
  Activities   Yoshiaki Ishida

 
       
Director
       
Chairman, ORIX Rentec
       
Corporation
       
(Will resign as Director on
  Director    
June 23, 2004)
  Deputy President    
  Tokyo Sales Headquarters   Katsuo Kawanaka

 
       
Corporate Executive Vice
       
President
       
Responsible for Overseas
  Corporate Executive Vice    
Activities
  President   Yukio Yanase

 
       
Corporate Executive Vice
       
President
       
Tokyo Sales Headquarters
       
(Will be appointed Director on
       
June 23, 2004)
  Advisor   Kenji Kajiwara

 
       
Executive Officer
       
Tokyo Sales Headquarters
       
Officer in Charge of
       
the Administration
       
Center and the Sales
       
Administration
  Executive Officer    
Department
  Tokyo Sales Headquarters   Eiji Mitani

 
       
Executive Officer
       
Investment Banking
  Investment Banking    
Headquarters
  Headquarters   Masayuki Okamoto

 
       
  Group Executive    
Chairman, ORIX Credit
  President, ORIX Credit    
Corporation
  Corporation   Takafumi Kanda

 
       
Group Executive
       
President, Nittetsu
       
Lease, Co., Ltd.
  Group Executive    
President, Nittetsu
  President, ORIX Capital    
Leasing Auto, Co., Ltd.
  Corporation   Tsutomu Matsuzaki

 
       
         
Changes Effective as of June 23, 2004
Director
  Dean, Hitotsubashi   Hirotaka Takeuchi
  University, Graduate School    
  of International Corporate    
  Strategy    

 
       
Resign
  Counselor and Special Advisor   Shogo Kajinishi

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