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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 May, 2010.
ORIX Corporation
(Translation of Registrant’s Name into English)
Mita NN Bldg., 4-1-23 Shiba, Minato-Ku,
Tokyo, JAPAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F ¨
(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
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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 | ||||
| Date: May 10, 2010 | By | /s/ Haruyuki Urata | ||
| Haruyuki Urata | ||||
| Director | ||||
| Deputy President | ||||
| ORIX Corporation | ||||
Table of Contents
May 10, 2010
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Investor Relations
Tel: +81-3-5419-5042
Fax: +81-3-5419-5901
Announcement Regarding Dividend for Fiscal Year Ended March 31, 2010
TOKYO, Japan – May 10, 2010 – 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, 2010. The dividend amount will be formally decided at a meeting of the Board of Directors held on May 20th, after a statutory audit of the financial reports for the fiscal year ended March 31, 2010.
Dividend Details:
| Amount Decided |
Dividend Paid for Fiscal Year Ended March 31, 2009 | |||
| Record Date | March 31, 2010 | March 31, 2009 | ||
| Dividend per share | 75 yen | 70 yen | ||
| Total dividend amount | 8,061 million yen | 6,261 million yen | ||
| Effective date | June 2, 2010 | June 2, 2009 | ||
| Source of Dividend | Retained earnings | Retained earnings |
Basic Profit Distribution Policy
ORIX believes that securing profits from its businesses primarily as retained earnings, and utilizing them for strengthening its base of operations and making investments for growth, assists in sustaining profit growth while maintaining financial stability, leading to increased shareholder value.
Regarding dividends, ORIX responds to shareholder expectations through increasing shareholder value through mid-to long-term profit growth and steady distribution of profit.
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 financial situation.
Given the policy outlined above and the current operating environment, the annual dividend will be 75 yen per share, up from 70 yen in the previous fiscal year. Dividend distribution is scheduled once a year as a fiscal year-end dividend.
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Reference:
| Interim Dividend |
Fiscal Year-end |
Annual Dividend | ||||
| Dividend per share for the Fiscal Year Ended March 31, 2010 |
— | 75 yen | 75 yen | |||
| (Reference) Dividend Paid for Fiscal Year Ended March 31, 2009 |
— | 70 yen | 70 yen |
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 27 countries and regions worldwide, ORIX’s activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate-related finance, real estate, life insurance, and investment banking. For more details, please visit our website 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 and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2008 – March 31, 2009.”
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May 10, 2010
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Corporate Communications
Tel: +81-3-5419-5042
Fax: +81-3-5419-5901
URL: www.orix.co.jp/index_e.htm
Announcement Regarding Candidates for Director
and Member Composition of the Three Committees of ORIX Corporation
TOKYO, Japan – May 10, 2010 – 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 47th Annual General Meeting of Shareholders of the Company on June 22, 2010.
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. All three Committees are to be formed entirely by outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 47th Annual General Meeting of Shareholders of the Company on June 22, 2010.
Candidates for the 13 director positions (including 6 Outside Directors) are as follows:
| Yoshihiko Miyauchi | Yoshinori Yokoyama (Outside Director) | |||
| Yukio Yanase | Hirotaka Takeuchi (Outside Director) | |||
| Hiroaki Nishina | Takeshi Sasaki (Outside Director) | |||
| Haruyuki Urata | Eiko Tsujiyama (Outside Director) | – newly nominated – | ||
| Kazuo Kojima | Robert Alan Feldman (Outside Director) | – newly nominated – | ||
| Yoshiyuki Yamaya | Takeshi Niinami (Outside Director) | – newly nominated – | ||
| Makoto Inoue – newly nominated – |
Details on New Candidate for Director
| Makoto Inoue (Born October 2, 1952) | ||
| Apr. 1975 | Joined the Company | |
| Jan. 2003 | Deputy Head, Investment Banking Headquarters | |
| Feb. 2005 | Executive Officer Head, Alternative Investment & Development Headquarters | |
| Jan. 2006 | Corporate Senior Vice President | |
| Dec. 2006 | Responsible for IT Planning Office | |
| May. 2007 | President, ORIX System Corporation | |
| Jun. 2008 | Head, International Administrative Headquarters | |
| Jan. 2009 | Head, Global Business and Alternative Investment Headquarters | |
| Jun. 2009 | Corporate Executive Vice President | |
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Details on Candidates for Outside Director
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, Musashi University’s School of Economics | |
| Sep. 1993 | Visiting Fellow, University of Cambridge | |
| Apr. 1996 | Dean, Musashi University’s School of Economics | |
| Apr. 2003 | Professor, Waseda University’s School of Commerce and the Graduate School of Commerce | |
| Apr. 2008 | Outside Auditor, Mitsubishi Corporation |
Basis for candidacy for appointment as an Outside Director
Ms. Eiko Tsujiyama is a new candidate for Outside Director. She serves as a professor of Waseda University’s School of Commerce and the 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. After taking office, she will lead Audit Committee discussions based on her rich experience and expertise.
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.) |
Basis for candidacy for appointment as an Outside Director
Mr. Robert Feldman is a new candidate for Outside Director. He currently serves as Managing Director head of Japan Economic Research at Morgan Stanley, 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. After taking office, he will comprehensively direct and advise management based on his rich experience.
Takeshi Niinami (Born January 30, 1959)
| Apr. 1981 | Joined Mitsubishi Corporation | |
| Jun. 1995 | President of Sodex Corporation | |
| Apr. 2001 | Unit Manager of Lawson Business and Mitsubishi’s Dining Logistical Planning team, Consumer Industry division, Mitsubishi Corporation | |
| May. 2002 Mar. 2005 |
President and Executive Officer, Lawson, Inc President and CEO, Lawson, Inc | |
| Apr. 2006 | Outside Director, ACCESS, Co, Ltd. |
Basis for candidacy for appointment as an Outside Director
Mr. Takeshi Niinami is a new candidate for Outside Director. He currently serves as President and CEO of Lawson, Inc., has broad knowledge of corporate management, and is independent from the management engaged in the operations. After taking office, he will direct and advise management with his experienced business judgment.
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Yoshinori Yokoyama (Born September 16, 1942)
| Apr. 1966 | Joined Kunio Mekawa & Associates (Tokyo) | |
| Sep. 1973 | Joined Davis Broady & Associates (New York) | |
| Sep. 1975 | Joined McKinsey and Company, Inc. | |
| Jul. 1987 | Director, McKinsey and Company, Inc. | |
| Jun. 2002 | Outside Director of ORIX | |
| Jun. 2006 | Outside Director, Sumitomo Mitsui Financial Group and Sumitomo Mitsui Banking Corp. |
Basis for candidacy for appointment as an Outside Director
Mr. Yoshinori Yokoyama is a candidate for Outside Director. He successively served as director and served other positions at McKinsey & Company, Inc. He has a wealth of experience and knowledge as a business consultant, and is independent from the management engaged in the operations. As Chairman of the Compensation Committee, he contributed to the Company by leading discussions and deliberations on compensation structures and compensation levels which provide appropriate incentives to focus on performance of the subject mid to long term effects.
Hirotaka Takeuchi (Born October 16, 1946)
| Sep. 1976 | Lecturer at the Graduate School of Business Administration at Harvard University | |
| Apr. 1983 | Assistant Professor, Hitotsubashi University’s School of Commerce | |
| Apr. 1987 | Professor, Hitotsubashi University’s School of Commerce | |
| Apr. 1998 | Dean of the Graduate School of International Corporate Strategy, Hitotsubashi University | |
| Jun. 2000 | Corporate Auditor of ORIX | |
| Jun. 2003 | Retired Corporate Auditor | |
| Jun. 2004 | Outside Director of ORIX | |
| Mar. 2005 | Outside Director of Trend Micro Incorporated | |
| Apr. 2008 | Outside Director of Integral Corporation | |
| Apr, 2010 | Professors emeritus, Hitotsubashi University |
Basis for candidacy for appointment as an Outside Director
Mr. Hirotaka Takeuchi is a candidate for Outside Director. He serves as the Dean of Hitotsubashi University Graduate School of International Corporate Strategy, is knowledgeable in the areas of corporate strategy, and is independent from the management engaged in the operations. As Chairman of the Nominating Committee, he contributed to the Company by leading discussions and deliberations on members of the Board of Directors and executive officers suitable for the Company’s business operations. He contributed to the Company by participating suitably in discussions and deliberations of the Board of Directors and each Committee from the standpoint of overall strategy.
Takeshi Sasaki (Born July 15, 1942)
| Apr. 1968 | Assistant Professor at the University of Tokyo, School of Law | |
| Nov. 1978 | Professor at the University of Tokyo, School of Law | |
| Apr. 1991 | Professor at the University of Tokyo Graduate Schools for Law and Politics | |
| Apr. 1998 | Dean of the University of Tokyo Graduate Schools for Law and Politics and School of Law | |
| Apr. 2001 | President of the University of Tokyo | |
| Apr. 2005 | Professor at Gakushuin University, Faculty of Law, Department of Politics | |
| Jun. 2006 | Outside Director to East Japan Railway Co., Outside Director of ORIX | |
| Jun. 2007 | Outside Director to TOSHIBA Corp. |
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. He has also contributed to the Company by pointing out essential issues at discussions and deliberations.
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The Nominating Committee established ‘Requirements for Independent Directors’ as set forth below, and all candidates for Outside Directors meet these requirements.
| (1) | A candidate or his/her family member(*) does not currently receive a material amount (i.e. 10 million yen or more a year) of compensation (as to his/her family member, except for compensation as an employee) from the Company or its subsidiaries except for compensation as a director. |
| (2) | A candidate or his/her family member(*) is not a major shareholder of the Company (i.e. a shareholder holding 10% or more of all issued shares) or a person representing the interests of any such major shareholder. |
| (3) | A candidate is not an executive officer etc. or an employee of the Company or its subsidiaries. Furthermore, his/her family member(*) is not an executive officer etc. of the Company or its subsidiaries. If candidates or his/her family member was so in the past, five years or more have passed since his/her resignation or retirement. |
| (4) | There is no overlapping of directors between a company to which the candidate belongs as an executive officer etc. and the Company. “Overlapping” means a situation where the Company or its subsidiaries’ executive officers, etc. serve as directors at a company where a candidate serves as an executive officer etc., and the candidate becomes a director of the Company. |
| (5) | There are no matters that may lead to a material conflict of interest in performing his/her duties as director or special interest relationship that may affect his/her decision-making. |
(* His/her family member means his/her spouse, biological relatives or relatives by marriage within the second degree of relationship or other relatives who reside with him/her.)
Nominating Committee
5 Members (Outside Directors: 5)
Chairman: Takeshi Sasaki
Members: Yoshinori Yokoyama, Hirotaka Takeuchi, Robert Feldman, and Takeshi Niinami
Audit Committee
3 Members (Outside Directors: 3)
Chairman: Eiko Tsujiyama
Members: Yoshinori Yokoyama and Takeshi Sasaki
Compensation Committee
5 Members (Outside Directors: 5)
Chairman: Yoshinori Yokoyama
Members: Hirotaka Takeuchi, Takeshi Sasaki, Eiko Tsujiyama and Takeshi Niinami
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 27 countries and regions worldwide, ORIX’s activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate-related finance, real estate, life insurance, and investment banking. For more details, please visit our website 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 and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2008 – March 31, 2009.”
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Table of Contents
May 10, 2010
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Investor Relations
Tel: +81-3-5419-5042
Fax: +81-3-5419-5901
URL: www.orix.co.jp/index_e.htm
Announcement Regarding Management Changes
TOKYO, Japan –May 10, 2010 – 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 May 10, 2010 | ||||
| Executive Officer Deputy Head, Investment Banking Headquarters President, ORIX Asset Management & Loan Services Corporation |
Group Executive President, ORIX Asset Management & Loan Services Corporation |
Hisayuki Kitayama | ||
| New Position |
Present Position |
Name | ||
| Changes Effective as of June 22, 2010 | ||||
| Director Corporate Executive Vice President Global Business & Alternative Investment Headquarters |
Corporate Executive Vice President Global Business & Alternative Investment Headquarters |
Makoto Inoue | ||
| Outside Director | Eiko Tsujiyama | |||
| Outside Director | Robert Feldman | |||
| Outside Director | Takeshi Niinami | |||
| Retire | Outside Director | Paul Sheard | ||
| Retire | Outside Director | Teruo Ozaki | ||
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 27 countries and regions worldwide, ORIX’s activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate-related finance, real estate, life insurance, and investment banking. For more details, please visit our website 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 and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2008 – March 31, 2009.”
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Table of Contents
May 10, 2010
FOR IMMEDIATE RELEASE
Contact Information:
ORIX Corporation
Investor Relations
Tel: +81-3-5419-5042
Fax: +81-3-5419-5901
URL: www.orix.co.jp/index_e.htm
Announcement Concerning Write-downs on Investment Securities
in the Fourth Quarter Consolidated Financial Statement
Tokyo, Japan – May 10, 2010 – ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today announced that for its Fourth Quarter results it has recorded write-downs on securities due to significant decline of fair value in some of the securities held by ORIX or its subsidiaries, which are considered other than temporary.
Total amount of write-downs on securities for the three months ended March 31, 2010
| Consolidated (US GAAP) |
||||||
| (A) |
Total amount of write-downs on securities for the three months ended March 31, 2010. (= (a) – (b)) |
Y | 13.35 | 8 Bn | ||
| (a) Total amount of write-downs on securities for the fiscal year ended March 31, 2010 |
Y | 23.63 | 7 Bn | |||
| (b) Total amount of write-downs on securities for the nine months ended December 31, 2009 |
Y | 10.27 | 9 Bn | |||
| * | The Company’s fiscal year ends March 31. |
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| • | Proportion in total equity, income before income taxes, and net income attributable to ORIX |
| Consolidated (US GAAP) |
||||||
| (B) |
Total equity as of March 31, 2009 |
Y | 1,185.59 | 7 Bn | ||
| (A/B x 100) |
1.1 | % | ||||
| (a/B x 100) |
2.0 | % | ||||
| (C) |
Averaged income before income taxes for latest 5 year period including March 31, 2009 |
Y | 58.50 | 0 Bn | ||
| (A/C x 100) |
22.8 | % | ||||
| (a/C x 100) |
40.4 | % | ||||
| (D) |
Net income attributable to ORIX for fiscal year ended March 31, 2009 |
Y | 21.92 | 4 Bn | ||
| (A/D x 100) |
60.9 | % | ||||
| (a/D x 100) |
107.8 | % | ||||
| * | As income before income taxes for fiscal year ended March 31, 2009 is less than 2% of total revenues, it describes averaged income before income taxes for latest 5 year period ended March 31, 2009 in Consolidated in (C). |
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 27 countries and regions worldwide, ORIX’s activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate-related finance, real estate, life insurance, and investment banking. For more details, please visit our website 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 and under “4. Risk Factors” of the “Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2008 – March 31, 2009.”
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