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, 2008.

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

Mita NN Bldg., 4-1-23 Shiba, Minato-Ku,

Tokyo, 108-0014, 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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Table of Documents Filed

 

          Page
1.    ORIX’s Annual Consolidated Financial Results (April 1, 2007 - March 31, 2008) filed with the Tokyo Stock Exchange on Friday, May 9, 2008.   


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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 9, 2008    
  By  

/s/ Yasuhiko Fujiki

    Yasuhiko Fujiki
    Director
    Vice Chairman and CFO
    ORIX Corporation


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Consolidated Financial Results

April 1, 2007 – March 31, 2008

May 9, 2008

In preparing its consolidated financial information, ORIX Corporation and its subsidiaries have complied with accounting principles generally accepted in the United States of America, except as modified to account for stock splits in accordance with the usual practice in Japan.

U.S. Dollar amounts have been calculated at Yen 100.19 to $1.00, the approximate exchange rate prevailing at March 31, 2008.

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” herein.

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

Mita NN Bldg., 4-1-23 Shiba, Minato-ku, Tokyo 108-0014

JAPAN

Tel: +81-3-5419-5102 Fax: +81-3-5419-5901

E-mail: nigel_simpson@orix.co.jp


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Material Contained in this Report

The Company’s financial information for the fiscal year from April 1, 2007 to March 31, 2008, filed with the Tokyo Stock Exchange and also made public by way of a press release.


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Consolidated Financial Results from April 1, 2007 to March 31, 2008

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

 

Corporate Name:    ORIX Corporation
Listed Exchanges:   

Tokyo Stock Exchange (Securities No. 8591)

Osaka Securities Exchange

   New York Stock Exchange (Trading Symbol : IX)
Head Office:    Tokyo JAPAN
   Tel: +81-3-5419-5102
   (URL http://www.orix.co.jp/grp/ir_e/ir_index.htm)

1. Performance Highlights for the Years Ended March 31, 2008 and 2007

(1) Performance Highlights - Operating Results (Unaudited)

(millions of JPY)*1

 

    Total
Revenues
  Year-on-Year
Change
    Operating
Income
  Year-on-Year
Change
    Income before
Income Taxes*2
  Year-on-Year
Change
    Net Income   Year-on-Year
Change
 
March 31, 2008   1,154,054   2.6 %   189,201   (33.0 %)   249,766   (21.0 %)   169,597   (13.7 %)
March 31, 2007   1,124,960   23.1 %   282,436   32.7 %   316,349   27.7 %   196,506   18.1 %

 

    Basic
Earnings Per Share
  Diluted
Earnings Per Share
  Return on
Equity
    Return on
Assets*3
    Operating
Margin*4
 
March 31, 2008   1,860.63   1,817.81   13.8 %   2.9 %   16.4 %
March 31, 2007   2,177.10   2,100.93   18.3 %   4.1 %   25.1 %

 

1. Equity in Net Income of Affiliates was a net gain of JPY 48,343 million for the year ended March 31, 2008 and a net gain of JPY 31,951 million for the year ended March 31, 2007.

 

 

*Note 1:   Unless otherwise stated, all amounts shown herein are in millions of Japanese yen or millions of U.S. dollars, 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, Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain.”
*Note 3:   This figure has been calculated using Income before Income Taxes in accordance with Tokyo Stock Exchange disclosure practice. The figure on following pages is calculated using Net Income.
*Note 4:   This figure has been calculated by dividing Operating Income by Total Revenues.

(2) Performance Highlights - Financial Position (Unaudited)

 

    Total Assets   Shareholders’
Equity
  Shareholders’
Equity Ratio
    Shareholders’
Equity Per Share
March 31, 2008   8,994,970   1,267,917   14.1 %   14,010.62
March 31, 2007   8,207,187   1,194,234   14.6 %   13,089.83

(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 Period
March 31, 2008   156,287   (838,331 )   792,966   320,655
March 31, 2007   226,128   (802,278 )   545,014   215,163

2. Dividends for the Years Ended March 31, 2008 and 2007 (Unaudited)

 

    Dividends Per Share   Total
Dividends Paid
  Dividend Payout Ratio
(Consolidated base)
    Dividends on Equity
(Consolidated base)
 
March 31, 2008   260.00   23,529   14.0 %   1.9 %
March 31, 2007   130.00   11,863   6.0 %   1.1 %

3. Forecasts for the Year Ending March 31, 2009 (Unaudited)

 

Fiscal Year

  Total Revenues   Year-on-Year
Change
    Net Income   Year-on-Year
Change
    Basic
Earnings Per Share
March 31, 2009   1,271,000   10.1 %   175,000   3.2 %   1,933.77

4. Other Information

 

(1) Changes in Significant Consolidated Subsidiaries    Yes    (    )    No    ( x )   
(2) Changes in Accounting Principles, Procedures and Disclosures               
1. Changes due to adoptions of new accounting standards    Yes    ( x )    No    (    )   
2. Other than those above    Yes    (    )    No    ( x )   

(3) Number of Outstanding Shares (Ordinary Shares)

 

1. The number of outstanding shares, including treasury shares, was 92,193,067 as of March 31, 2008, and 91,518,194 as of March 31, 2007.

 

2. The number of treasury shares was 1,696,204 as of March 31, 2008, and 284,484 as of March 31, 2007.


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[Summary of Consolidated Financial Results]

 

Revenues    1,154,054 million yen (Up 3% year on year)
Operating Income    189,201 million yen (Down 33% year on year)
Income before Income Taxes*    249,766 million yen (Down 21% year on year)
Net Income    169,597 million yen (Down 14% year on year)
Operating Assets    7,203,473 million yen (Up 9% on March 31, 2007)
   
Earnings Per Share (Basic)    1,860.63 yen (Down 15% year on year)
Earnings Per Share (Diluted)    1,817.81 yen (Down 13% year on year)
Shareholders’ Equity Per Share    14,010.62 yen (Up 7% on March 31, 2007)
   
ROE    13.8% (March 31, 2007: 18.3%)
ROA    1.97% (March 31, 2007: 2.54%)

 

* “Income before income taxes” refers to “income before income taxes, minority interests in earnings of subsidiaries, discontinued operations and extraordinary gain.”

1. Analysis of Financial Highlights

1-1. Financial Highlights for the Fiscal Year Ended March 31, 2008

Economic Environment

The world economy maintained an underlying trend of expansion during the present fiscal year, however signs of a slowdown have increased as an effect of instability in the financial system and the credit crunch caused by the U.S. subprime loan problem.

The U.S. economy maintained its growth supported by brisk capital investment and exports, but a sense of uncertainty concerning the future has begun to arise with the sharp reduction in residential investment and a continuing decreasing trend in consumer spending. The European economy also showed signs of continued expansion although growth rates are slowing due to stagnation in consumer spending. In Asia, while China continued to record high growth and other countries across Asia also showed signs of economic expansion, concerns are growing regarding the effects of the slowing U.S. economy.

The Japanese economy maintained its trend of gradual economic recovery supported by expansion in capital investment and exports, however due to the effects of a decline in residential investment, increases in energy and raw material prices and the strong yen, a slowdown trend has become clear and signs of an adjustment have increased.

Overview of Business Performance (April 1, 2007 to March 31, 2008)

Revenues: 1,154,054 million yen (Up 3% year on year)

Revenues increased 3% to 1,154,054 million yen compared with the previous fiscal year. Although revenues from “direct financing leases,” “brokerage commissions and net gains on investment securities,” “life insurance premiums and related investment income” and “gains on sales of real estate under operating leases” decreased year on year, revenues from “operating leases,” “interest on loans and investment securities,” “real estate sales,” and “other operating revenues” were up compared to the previous fiscal year.

 

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Revenues from “direct financing leases” decreased 13% to 78,592 million yen compared to the previous fiscal year. In Japan, revenues from “direct financing leases” were down 14% to 53,727 million yen compared to 62,442 million yen in the previous fiscal year due to a lower level of operating assets resulting from securitizations made in the latter half of the previous fiscal year and our prudent selectiveness of new projects, in addition to decreases in revenues from cancellations and revenues from sales of direct financing lease assets and a decrease in gains from securitizations. Overseas, revenues were down 11% to 24,865 million yen compared to 27,830 million yen in the previous fiscal year due to the lower level of operating assets.

Revenues from “operating leases” increased 16% to 290,743 million yen compared to the previous fiscal year. In Japan, revenues were up 13% to 214,422 million yen compared to 189,563 million yen in the previous fiscal year due to an expansion in automobile, real estate operating leases and precision measuring and other equipment rental operations. Overseas, revenues were up 23% to 76,321 million yen compared to 61,919 million yen in the previous fiscal year due to factors including an expansion of automobile operating leases in the Asia, Oceania and Europe segment.

Revenues from “interest on loans and investment securities” increased 13% to 227,020 million yen compared to the previous fiscal year. In Japan, “interest on loans and investment securities” increased 18% to 182,314 million yen compared to 154,034 million yen in the previous fiscal year due primarily to an expansion of loans to corporate customers, including non-recourse loans. Overseas, revenues were down 6% to 44,706 million yen compared to 47,497 million yen in the previous fiscal year due to a decrease in contributions from interest on investment securities recorded in the previous fiscal year, despite an expansion of loans to corporate customers mainly in The Americas segment.

Revenues from “brokerage commissions and net gains on investment securities” decreased 67% to 23,521 million yen compared to the previous fiscal year. Brokerage commissions decreased 12% year on year. Net gains on investment securities decreased 74% year on year due to a decrease in revenues from the venture capital operations and market valuation losses from deterioration in the credit markets in The Americas segment. In addition, gains on the sale of a portion of our shares in Aozora Bank, Ltd. (herein referred to as “Aozora Bank”) in connection with its listing on the Tokyo Stock Exchange were recorded in the previous fiscal year.

“Life insurance premiums and related investment income” were down 3% year on year to 128,616 million yen due to a decrease in life insurance premiums compared to the previous fiscal year and a decrease in life insurance related investment income.

Although the number of condominiums sold to buyers in Japan decreased compared to the previous fiscal year, “real estate sales” increased 1% year on year to 88,445 million yen due to gains from sales recorded in the Oceania region. Residential condominiums developed through certain joint ventures are recorded under “equity in net income of affiliates” net of revenues and costs.

“Gains on sales of real estate under operating leases” were down 27% year on year to 16,756 million yen due to a decrease in gains on sales of office buildings and other real estate not classified under discontinued operations (refer to (Note 1) below).

“Other operating revenues” increased 12% year on year to 300,361 million yen. In Japan, revenues were up 16% to 236,341 million yen compared to 203,823 million yen in the previous fiscal year due mainly to an increase in revenues associated with real estate management operations including golf courses and training facilities, and contributions from the beginning of this fiscal year from companies in which we invested in the previous fiscal year. Overseas, revenues were flat at 64,020 million yen compared to the previous fiscal year.

 

Note 1:   Subsidiaries, business units, and certain rental properties sold or to be disposed of by sale, are reported under continuing operations or discontinued operations, and are dependent on the existence of significant continuing involvements. In the absence of significant continuing involvements, they are reported under discontinued operations and the related amounts that had been previously reported have been reclassified retroactively.

 

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Expenses: 964,853 million yen (Up 15% year on year)

Expenses increased 15% to 964,853 million yen compared with the previous fiscal year. Although “interest expense,” “costs of operating leases,” “costs of real estate sales,” “other operating expenses,” “selling, general and administrative expenses,” “provision for doubtful receivables and probable loan losses,” “write-downs of long-lived assets” and “write-downs of securities” increased year on year, “life insurance costs” were down year on year.

“Interest expense” was up 31% year on year to 106,140 million yen due mainly to an increase in Japan. In Japan, “interest expense” increased 50% year on year due to higher interest rates as well as higher average debt levels. Overseas, “interest expense” increased 6% year on year due mainly to higher average debt levels.

“Costs of operating leases” were up 14% year on year to 185,278 million yen accompanying the increase in operating lease assets.

“Life insurance costs” were down 2% year on year to 112,869 million yen.

“Costs of real estate sales” were up 10% year on year to 81,056 million yen due to a recognition of write-downs resulting from factors including an increase in development costs for units under development in the condominium operations.

“Other operating expenses” were up 21% year on year to 170,476 million yen resulting from factors including the recognition of expenses from the beginning of this fiscal year from companies in which we invested in the previous fiscal year, as previously mentioned in “other operating revenues.”

“Selling, general and administrative expenses” were up 7% year on year to 265,863 million yen due to an increase in general and administrative expenses for write-downs of intangible assets, in addition to recorded expenses associated with companies in which we invested in the previous fiscal year from the beginning of this fiscal year, and expenses associated with the expansion of existing operations.

“Provision for doubtful receivables and probable loan losses” more than doubled year on year to 33,226 million yen reflecting factors including a recent slowdown in the economy, and due in addition to some reversals in the previous fiscal year and an increase in installment loans.

“Write-downs of long-lived assets” were up 70% year on year to 1,742 million yen.

“Write-downs of securities” were up 48% year on year to 8,290 million yen due mainly to a decline in the domestic securities market in Japan.

Net Income: 169,597 million yen (Down 14% year on year)

“Operating income” was down 33% year on year to 189,201 million yen due to the reasons noted above.

“Equity in net income of affiliates” increased 51% to 48,343 million yen due to an increase in profits from equity method affiliates based in Japan and earnings from investments in residential condominiums developed through certain joint ventures, despite a decrease in profits from overseas due to sales of affiliates.

“Gains on sales of subsidiaries and affiliates and liquidation losses” were up more than six times year on year to 12,222 million yen, due to gains on sales of affiliates mainly in the Asian region and sales of affiliates in the corporate rehabilitation business in Japan.

As a result, “income before income taxes, minority interests in earnings of subsidiaries, discontinued operations and extraordinary gain” decreased 21% year on year to 249,766 million yen.

“Minority interests in earnings of subsidiaries, net” decreased 19% year on year to 3,918 million yen.

“Income from continuing operations” decreased 21% year on year to 146,864 million yen.

“Discontinued operations (refer to (Note 1) on page 2), net of applicable tax effect” more than doubled year on year to 21,800 million yen due mainly to an increase in gains on sales of real estate under operating leases in Japan, despite the recognition of losses from subsidiaries in the corporate rehabilitation business in Japan.

As a result of the foregoing changes, “net income” decreased 14% year on year to 169,597 million yen.

 

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Segment Information

Segment profits (refer to (Note 2) below) declined year on year for the “Corporate Financial Services,” “Automobile Operations,” “Real Estate-Related Finance,” “Life Insurance,” “Other,” and “The Americas” segments; and increased for the “Rental Operations,” “Real Estate,” and “Asia, Oceania and Europe” segments compared to the previous fiscal year.

The results of the reported segments from the first quarter of this fiscal year reflect the revised business classification of the Company. Accordingly, leasing operations of the affiliates, which had been included in the “Other” segment, have been included in the “Corporate Financial Services” segment from the first quarter of this fiscal year (refer to (Note 1) below on page 21 of the Segment Information).

 

Note 2:   The Company evaluates the performance of its segments based on income before income taxes as well as results of discontinued operations, minority interests in earnings of subsidiaries and extraordinary gain, before applicable tax effect. Tax expenses are not included in segment profits.

Operations in Japan

Corporate Financial Services Segment:

Segment revenues were up 6% year on year to 131,139 million yen due primarily to an expansion of loans to corporate customers, despite a decrease in gains from securitizations.

Segment profits decreased 38% to 35,932 million yen compared to 58,231 million yen in the previous fiscal year, despite an increase in segment revenues, due to increases in “interest expense” and “provision for doubtful receivables and probable loan losses,” where some reversals were recognized in the previous fiscal year, in addition to the recognition of write-downs of intangible assets.

Segment assets increased 6% on March 31, 2007 to 1,965,200 million yen due to the expansion of loans to corporate customers.

Automobile Operations Segment:

Segment revenues increased 8% year on year to 158,093 million yen due to an increase in revenues from operating leases, despite a decrease in revenues from direct financing leases in the automobile leasing operations due to lower operating assets resulting from securitizations made in the previous fiscal year.

Segment profits decreased 9% to 25,577 million yen compared to 28,224 million yen in the previous fiscal year due to an increase in expenses accompanying an increase in revenues from operating leases, in addition to an increase in “interest expenses” and “selling, general and administrative expenses.”

Segment assets increased 2% on March 31, 2007 at 519,643 million yen due to an expansion of operating lease assets.

 

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Rental Operations Segment:

Segment revenues were up 15% year on year to 78,317 million yen due to an increase in revenues from operating leases including precision measuring and other equipment.

Segment profits increased 7% to 11,658 million yen compared to 10,869 million yen in the previous fiscal year due to an increase in segment revenues. Reversals in “provision for doubtful receivables and probable loan losses” and losses on the sale of investment securities were recognized in the previous fiscal year.

Segment assets increased 7% on March 31, 2007 to 130,171 million yen due to an increase in operating lease assets, despite a decrease in investment in direct financing leases.

Real Estate-Related Finance Segment:

Segment revenues increased 11% year on year to 91,179 million yen due to an expansion of revenues associated with corporate loans, including non-recourse loans, despite decreases in revenues from real estate sales and gains from securitizations.

Segment profits decreased 6% to 42,089 million yen compared to 44,682 million yen in the previous fiscal year, despite an increase in segment revenues, due to decreases in gains from real estate sales and decreases in gains from securitizations, in addition to the increases in “interest expense” and “provision for doubtful receivables and probable loan losses,” where some reversals were recognized in the previous fiscal year.

Segment assets increased 27% on March 31, 2007 to 1,932,874 million yen due to an increase in corporate loans, including non-recourse loans.

Real Estate Segment:

Segment revenues increased 13% year on year to 278,096 million yen due to an increase in revenues associated with real estate rental activities, including office buildings, and management operations including golf courses and training facilities, and an increase in gains on sales of real estate under operating leases, despite a decrease in the number of condominiums sold to buyers recognized under real estate sales.

Segment profits increased 58% to 80,778 million yen compared to 51,236 million yen in the previous fiscal year due mainly to an increase in gains on sales of real estate under operating leases, in addition to an increase in the contribution from condominiums developed through certain joint ventures which were accounted for by the equity method, despite a recognition of write-downs resulting from factors including an increase in development costs for units under development in the condominium operations. The total number of condominiums sold to buyers including those developed through certain joint ventures which were accounted for by the equity method was 3,710 units this fiscal year compared with 3,098 units in the previous fiscal year.

Segment assets increased 17% on March 31, 2007 to 1,053,364 million yen due mainly to an expansion of operating assets, including operating lease assets.

Life Insurance Segment:

Segment revenues were down 3% year on year to 128,742 million yen, due to a decrease in life insurance premiums compared to the previous fiscal year and a decrease in life insurance related investment income.

Segment profits decreased 26% to 7,318 million yen compared to 9,921 million yen in the previous fiscal year due to factors including a decrease in life insurance related investment income, and an increase in “provision for doubtful receivables and probable loan losses,” compared to the previous fiscal year, when some reversals were recognized.

Segment assets decreased 6% on March 31, 2007 to 480,745 million yen.

 

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Other Segment:

Although contributions were recorded from the beginning of this fiscal year from companies in which we invested in the previous fiscal year, segment revenues decreased 13% year on year to 126,343 million yen due to a decrease in revenues from venture capital operations, in addition to gains on the sale of a portion of our shares in Aozora Bank which were recorded in the previous fiscal year.

Segment profits decreased 59% to 24,720 million yen compared to 60,387 million yen in the previous fiscal year due to a large decrease in segment revenues and the recognition of losses from subsidiaries in the corporate rehabilitation business in Japan despite an increase in contributions from equity method affiliates in Japan.

Segment assets decreased 4% on March 31, 2007 to 745,318 million yen.

Overseas Operations

The Americas Segment:

Although the U.S. subprime mortgage loan problem had no direct impact, market valuation losses were recognized from deterioration in the credit markets. Furthermore, despite an increase in revenues associated with corporate loans and an increase in gains from sales of real estate under operating leases, there were one-off contributions made by gains on investment securities and interest on investment securities in the previous fiscal year. As a result, segment revenues decreased 15% year on year to 101,739 million yen.

Segment profits decreased 48% to 16,198 million yen compared to 31,315 million yen in the previous fiscal year accompanying a decrease in segment revenues and an increase in “provision for doubtful receivables and probable loan losses.”

Segment assets decreased 7% on March 31, 2007 to 452,976 million yen due mainly to factors including the strong yen and a decrease in investment in direct financing leases, despite an increase in corporate loans.

Asia, Oceania and Europe Segment:

Segment revenues were up 18% year on year to 121,988 million yen due to an expansion of operating leases, including automobile leasing, and the recognition of real estate sales and ship finance-related revenues this fiscal year, despite the absence of a recognition of gains on the sale of operations in the Oceania region in previous fiscal year.

Although contributions from equity method affiliates decreased due to the sale of our interest in Korea Life Insurance Co., Ltd, segment profits increased 20% to 45,391 million yen compared to 37,763 million yen in the previous fiscal year due to an increase in segment revenues, in addition to factors including the recognition of gains on the sale of our interest in Korea Life Insurance Co., Ltd.

Segment assets were down 4% on March 31, 2007 to 598,486 million yen, due to the sales of shares in affiliates and the strong yen, despite an increase in investment in direct financing leases and operating lease assets.

 

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Summary of Fourth Quarter (Three Months Ended March 31, 2008)

In the fourth quarter of this fiscal year revenues increased 30,369 million yen year on year.

Revenues from “direct financing leases” were down compared to the fourth quarter of the previous fiscal year due to factors including a decrease in operating assets and a decrease in gains from securitizations, despite an increase in revenues from cancellations and revenues from sales of direct financing lease assets. Revenues from “operating leases” and “interest on loans and investment securities” were up compared to the same period of the previous fiscal year due to factors including an increase in operating assets. “Brokerage commissions and net gains on investment securities” were down due to market valuation losses from deterioration in the credit markets in The Americas segment. “Life insurance premiums and related investment income” were down year on year due to a decrease in life insurance premiums, and a decrease in life insurance related investment income compared to the same period of the previous fiscal year. “Real estate sales” were up year on year due to factors including an increase in the number of condominiums sold compared to the same period of the previous fiscal year. “Gains on sales of real estate under operating leases” and “other operating revenues” were both up year on year.

Expenses were up 43,185 million yen compared to the fourth quarter of the previous fiscal year.

“Interest expense” was up year on year due to higher average debt levels and higher interest rates. “Costs of operating leases” were up year on year in line with the increase in operating assets. “Life insurance costs” were down compared with the fourth quarter of the previous fiscal year. “Costs of real estate sales” increased year on year in line with the higher “real estate sales.” “Other operating expenses” increased in line with the higher “other operating revenues.” “Selling, general and administrative expenses” were up year on year. “Provision for doubtful receivables and probable loan losses” increased compared to the fourth quarter of the previous fiscal year, reflecting factors including the recent slowdown in the economy, and due in addition to some reversals in the same period of the previous fiscal year and an increase in installment loans. “Write-downs of long-lived assets” and “write-downs of securities” were up year on year.

The foregoing changes resulted in a decrease in “operating income” by 12,816 million yen to 47,056 million yen compared with the fourth quarter of the previous fiscal year.

“Equity in net income of affiliates” increased due to contributions from affiliates based in Japan and residential condominiums developed through certain joint ventures, despite a decrease in profits from overseas affiliates. “Gains on sales of subsidiaries and affiliates and liquidation losses” also increased. However, “income before income taxes, minority interests in earnings of subsidiaries, discontinued operations and extraordinary gain” decreased by 309 million yen compared to the fourth quarter of the previous fiscal year to 70,332 million yen.

“Minority interests in earnings of subsidiaries” of 418 million yen were recorded, and “income from continuing operations” decreased by 899 million yen compared to the fourth quarter of the previous fiscal year to 43,092 million yen.

“Discontinued operations, net of applicable tax effect” added 4,644 million yen due mainly to an increase in gains on sales of real estate under operating leases in Japan, despite the recognition of losses from subsidiaries in the corporate rehabilitation business in Japan. As a result, “net income” in the fourth quarter of this fiscal year increased by 3,144 million yen to 48,669 million yen compared with “net income” of 45,525 million yen in the fourth quarter of the previous fiscal year.

 

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1-2. Outlook and Forecasts for the Fiscal Year Ending March 31, 2009

In terms of the business environment for the fiscal year ending March 31, 2009, there is increasing uncertainty for the outlook of the world economy as an effect of instability in the financial system and the credit crunch caused by the U.S. subprime loan problem. Furthermore, a slowdown trend is expected also for the Japanese economy due to increases in energy and raw material prices and the strong yen.

While the ORIX Group’s medium- and long-term growth path has not fundamentally changed, we have concluded that presently we must prioritize soundness. We will continue to take a prudent approach on taking credit risk, while we aim to achieve overall profit growth by maintaining and improving profitability in each business segment including the expansion of interest margins on loans in our Corporate Financial Services segment.

Under the above-mentioned economic environment and management policies, we are forecasting for the fiscal year ending March 31, 2009, “total revenues” of 1,271,000 million yen (up 10.1% compared with the fiscal year ended March 31, 2008), and “net income” of 175,000 million yen (up 3.2%).

Although forward-looking statements in this document such as forecasts are attributable to current information available to the Company as well as on assumptions deemed rational, actual financial results may differ materially due to various factors.

The ORIX Group has been diversifying its business expansion into areas centering on its financial service operations, including real estate-related and investment-related operations. Due to the characteristics of these operations, which are affected by changes in economic conditions in Japan and overseas, our operating environment, as well as market trends, it has become difficult to accurately estimate figures, such as earnings forecasts.

Therefore, readers are urged not to place undue reliance on these figures as they may differ materially from the actual financial results.

Various factors causing these figures to differ materially are discussed, but not limited to, those described under “Risk Factors” in the Form 20-F submitted to the U.S. Securities and Exchange Commission and additional items listed on page 10 of “4. Risk Factors” of the “Summary of Consolidated Financial Results.”

 

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2. Analysis of Financial Condition

2-1. Analysis of Assets, Liabilities, Shareholders’ Equity and Cash Flows

Operating Assets: 7,203,473 million yen (Up 9% on March 31, 2007)

Operating assets were up 9% on March 31, 2007 to 7,203,473 million yen. As a result of our continuing selectiveness of projects, “investment in direct financing leases” was down on March 31, 2007, while “installment loans,” “investment in operating leases,” “investment in securities” and “other operating assets” increased.

We expect to ascertain risk and accumulate high-quality operating assets for the fiscal year ending March 31, 2009.

Summary of Cash Flows

Cash and cash equivalents increased by 105,492 million yen to 320,655 million yen compared to March 31, 2007.

“Cash flows from operating activities” provided 156,287 million yen in this fiscal year. The adjustments of “net income” include “depreciation and amortization” and “provision for doubtful receivables and probable loan losses,” while there are outflows such as “increase in loans held for sale,” “increase in inventories” and “decrease in security deposits.”

“Cash flows from investing activities” used 838,331 million yen in this fiscal year and used 802,278 million yen in the previous fiscal year due to factors including an increase in outflows associated with the increase in “installment loans made to customers,” as a result of the expansion of loans to corporate customers, and the increase in “purchases of available-for-sale securities.”

“Cash flows from financing activities” provided 792,966 million yen in this fiscal year and provided 545,014 million yen in the previous fiscal year due to an increase in debt accompanying the increase in operating assets.

2-2. Trend in Cash Flow-Related Performance Indicators

 

     March 31,
2007
    March 31,
2008
 

Shareholders’ Equity Ratio

   14.6 %   14.1 %

Shareholders’ Equity Ratio based on Market Value

   34.1 %   13.7 %

Cash Flow Ratio to Interest-bearing Debt

   24.3     40.1  

Interest Coverage Ratio

   2.8 times     1.5 times  

Shareholders’ Equity Ratio: Shareholders’ Equity / Total Assets

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

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

Interest Coverage Ratio: Cash Flow / Interest Payments

 

Note 3:   All figures have been calculated under consolidated basis.
Note 4:   Total Market Value of Listed Shares has been calculated based on the number of outstanding shares excluding treasury shares.
Note 5:   Cash Flow refers to cash flows from operating activities.
Note 6:   Interest-bearing Debt refers to all liabilities with payable interest listed on the consolidated balance sheet.

 

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3. Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2008

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. ORIX’s current policy is to meet the needs of its shareholders by increasing shareholder value through medium- and long-term profit growth and suitable profit distribution.

ORIX determines dividends with the dividend-on-equity ratio as a principal indicator (herein referred to as “DOE”). Based on the recent economic environment, ORIX presently aims at a DOE ratio of approximately 2%. Regarding share buybacks, ORIX will take into account the adequate level of retained earnings and act flexibly and accordingly by considering factors such as changes in the economic environment, trend in stock prices, and financial situation.

Under the above policy, and based on current business conditions, a dividend of 260 yen per share, an increase of 130 yen is scheduled for this fiscal year. 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 ending March 31, 2008, additional items have arisen concerning “Risk Factors” found in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on July 17, 2007, and the changes are shown below.

 

2. Risk related to our business overall
(1) Operational Risk
(ii) Risks related to computer and other information systems

We are highly reliant on computer systems and other information systems for financial transactions, personal information management, business monitoring and processing and as part of our business decision-making and risk management activities. Furthermore, we have developed data center services and began to offer a system environment to our customers as of November 1, 2007. System shutdowns, malfunctions or failures due to unexpected contingencies, the mishandling or fraudulent acts of employees or third parties, or infection by a computer virus could have an adverse effect on our operations, such as hindered receipt and payment of monies, leak or loss of confidential information or personal information, the generation of errors in information used for business decision-making and risk management, the leak or loss of information belonging to our customers, and the suspension of services provided to our customers. In such event, our liquidity or that of the customer who relies on us for financing or payment, as well as the business of the customer who utilizes our data center services, and our relationship with our customers could be adversely affected. As a result, we could be sued or subject to administrative penalty or our reputation or credibility could be adversely affected.

Our information system equipment could suffer damage from a large-scale natural disaster or terrorism. Since information systems serve an increasingly important role in business activities, the risk of stoppage of the network or information system due to disaster or terrorism is increasing. If the network or information system stops, we could experience interruption of business activity, delay in payment or sales, or substantial costs for recovery of the network or the information system.

 

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3. Risks related to our external environment

 

(4) Our business may be adversely affected by economic fluctuations and political disturbances

We conduct business operations in Japan as well as overseas, including in the United States, Asia, Oceania and Europe. Economic deterioration, turmoil in financial markets, changes in commodities markets, political instability or religious strife in any such region could adversely affect our operations.

For example, if as a result of the U.S. sub-prime loan problem and other factors, unstable market conditions continue and global financial market conditions deteriorate further, valuation of our securities, loans and other commitments could be subject to greater uncertainty. Notwithstanding our attempt to minimize these risks through risk management procedures, our financial condition could be adversely affected by such conditions.

Furthermore, due to continuing turmoil in such financial markets, it is possible that risks related to our liquidity could significantly increase in the event that concerns emerge related to potential bankruptcies of financial institutions. Such developments may result in an increase in uncertainty in financial systems, increases in market interest rates, additional credit exposure or weak investor

sentiment that could adversely affect our access to funding, business activities, financial condition and operating results.

Furthermore, the item “4. Risks related to specific business (11) Risk related to legal proceedings against Korea Life Insurance Co.” found in “Risk Factors” will be deleted due to the sale of all of our shares in Korea Life Insurance Co. on September 28, 2007.

 

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[Management Policies]

1. Management 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 sustained growth by integrating the ORIX Group’s resources to promote synergies amongst different units.

 

-  

The ORIX Group makes efforts 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 medium- and long-term growth in shareholder value by implementing these initiatives.

2. Target Performance Indicators

The ORIX Group has identified the growth rate of diluted net income per share, ROE (ratio of net income to average shareholders’ equity) and the shareholders’ equity ratio as important performance indicators and strives to construct a business portfolio focused on balancing growth, profitability and financial stability.

Under a medium- and long-term perspective, our views on each performance indicator are shown below.

 

-  

Strive to achieve sustained growth in diluted net income per share

 

-  

Maintain and improve ROE (ratio of net income to average shareholders’ equity)

 

-  

Sustain an appropriate shareholders’ equity ratio according to changes in operations and levels of risk

The trend in the performance indicators for the past three years is shown below.

 

     March 31,
2006
    March 31,
2007
    March 31,
2008
 

Diluted Net Income Per Share over last three years

(year-on-year change)

   1,790.30 yen

(+79

 

%)

  2,100.93 yen

(+17

 

%)

  1,817.81yen

(-13

 

%)

ROE (Ratio of Net Income to Average Shareholders’ Equity)

   19.8 %   18.3 %   13.8 %

Shareholders’ Equity Ratio

   13.2 %   14.6 %   14.1 %

 

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3. Medium- and Long-Term Corporate Management Strategies

The ORIX Group is aiming to achieve sustained growth under a medium- and long-term perspective. With the continued evolution of the economy and society, market demands for innovative products and services increasingly impact the financial services sector, the ORIX Group’s principal operating domain. Accordingly, the ORIX Group has identified management’s ability to promptly and flexibly respond to changing market needs as critical to achieving medium- and long-term growth.

To realize this objective, the ORIX Group is undertaking operations based on the following policies.

 

-  

Expand sales network developed through financial services, including leases and loans, and further strengthen base of operations for growth through diverse business expansion.

 

-  

Utilize sales network to promote investment banking operations such as principal investments, including corporate rehabilitation and business succession, and advisory services related to M&A and financial restructuring.

 

-  

Utilize the ORIX Group’s strengths in the fields of both finance and real estate to further expand real estate-related operations within a market environment where real estate’s evolvement into a financial product continues.

 

-  

Diversify overseas operations from existing businesses focusing on financing for SMEs to real estate-related operations and investment banking operations, as well as expansion into new regions.

With the business year beginning from April 2008, we have changed certain elements of its organization and business will be managed under a new structure. Segments in which strategic planning, allocation of management resources, and portfolio balance decisions are taken will be realigned into the following six categories: Corporate Financial Services, Maintenance Leasing, Real Estate, Investment Banking, Retail and Overseas Business.

In light of the ORIX Group’s rapid expansion and transformation during the past four to five years, management believes the consolidation into six segments to be a vital factor in ensuring a position of strategic advantage and maximizing corporate value.

Through the effective allocation and the monitoring of equity, capital, and human resources amongst these six segments, we look to maximize corporate value.

The overview of operations and operating strategies of the six new segments are shown below.

 

Segment

  

Overview of Operations

  

Operating Strategy

Corporate Financial Services

   Leases, loans, fee businesses including the sale of financial products, environment-related business    The Corporate Financial Services segment is the foundation of the entire ORIX Group. By responding precisely, flexibly and swiftly, we help to improve competitiveness of SMEs, our core customer base. Furthermore, while securing profitability and financial stability by improving spreads and collateral appropriate for the risk, we are working to develop environment-related businesses and other new sources of earnings.

Maintenance Leasing

   Automobile leasing and rentals, car sharing, precision measuring equipment rentals and IT-related equipment rentals and leases    By continually providing high-value-added services based on our unique expertise, the ORIX Group looks to ensure its leading position and maintain high profitability.

Real Estate

   Condominium development, office building and logistics facilities development and rental, hotel, golf course and training facilities operation, senior housing development and management, integrated facilities management and related services, and REIT asset management    By managing our portfolio assets and developing our asset turnover-based real estate business model, and by implementing joint venture large scale projects, we look to build a unique position of being a developer with the characteristics of an investment bank.

Investment Banking

   Venture capital, principal investments, M&A advisory, real estate finance, commercial real estate asset securitization, and loan servicing (asset recovery) operations    While managing the risks of its investment strategy, the Investment Banking segment works to strengthen cooperation throughout the business investment value chain, enhance relationships with financial institutions, and expand transactions in securities markets.

Retail

   Housing loans, card loans, life insurance operations, securities brokerage    While increasing both efficiency and its unique expertise in niche markets, the Retail Segment develops high value-added products and services, and pioneers new retail markets.

Overseas Business

   Leases, loans, investment in bonds, investment banking, real estate-related operations, ship- and aircraft-related operations    The ORIX Group has cultivated over many years alliances with local partners and has operating bases worldwide. Utilizing these alliances and the business expertise gained from our years of experience in Japan and the United States, we aim to develop multinational and diverse operations in markets such as Asia where long-term growth is expected.

 

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4. Challenges to be Addressed

The ORIX Group understands that a robust and dynamic corporate structure is integral to achieving sustained growth. In specific terms, we intend to implement the following four measures.

 

1. Accumulate transactions that satisfy both social and economic conditions

 

2. Further improve our financial position

 

3. Establish a workplace environment that is valued by employees

 

4. Enhance risk management

In an effort to accumulate transactions, the ORIX Group aims to provide quality products and services for its customers, and seeks to increase corporate profitability, as well as to engage in those transactions that comply with relevant laws and regulations while also taking environmental issues into consideration.

From the perspective of further improving the ORIX Group’s financial position, during the past number of years, financial position and credit ratings have been commensurate with results, but in order to secure new growth opportunities, we will strive for further improvements. In light of the present environment of increasing global credit instability and uncertainty, we will pay particular attention to maintaining an appropriate balance sheet.

We will strive to establish a rewarding and motivating workplace in which employees can fulfill their potential irrespective of nationality, age, gender, career, education and employment type, thereby increasing the strength of the organization as a whole.

In relation to enhancing risk management, we will look to steadily achieve management goals through timely and comprehensive enterprise risk management programs incorporating capital management, individual business risk, procurement of funds and personnel strategies in order to flexibly adapt to changes in the business environment and the diversifications of our businesses.

 

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Consolidated Financial Highlights

(For the Years Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, except for per share data)

 

     March 31,
2007
    Period
-over-
period
    March 31,
2008
    Period
-over-
period
 

Operating Assets

        

Investment in Direct Financing Leases

   1,258,404     88 %   1,098,128     87 %

Installment Loans

   3,490,326     119 %   3,766,310     108 %

Investment in Operating Leases

   862,049     120 %   1,019,956     118 %

Investment in Securities

   875,581     128 %   1,121,784     128 %

Other Operating Assets

   152,106     166 %   197,295     130 %
                        

Total

   6,638,466     113 %   7,203,473     109 %
                        

Operating Results

        

Total Revenues

   1,124,960     123 %   1,154,054     103 %

Income before Income Taxes, Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain

   316,349     128 %   249,766     79 %

Net Income

   196,506     118 %   169,597     86 %

Earnings Per Share

        

Net Income

        

Basic

   2,177.10     116 %   1,860.63     85 %

Diluted

   2,100.93     117 %   1,817.81     87 %

Shareholders’ Equity Per Share

   13,089.83     123 %   14,010.62     107 %

Financial Position

        

Shareholders’ Equity

   1,194,234     125 %   1,267,917     106 %

Number of Outstanding Shares (thousands of shares)

   91,234     101 %   90,497     99 %

Long- and Short-Term Debt and Deposits

   5,483,922     111 %   6,263,017     114 %

Total Assets

   8,207,187     113 %   8,994,970     110 %

Shareholders’ Equity Ratio

   14.6 %   —       14.1 %   —    

Return on Equity

   18.3 %   —       13.8 %   —    

Return on Assets

   2.54 %   —       1.97 %   —    

New Business Volumes

        

Direct Financing Leases

        

New Receivables Added

   720,840     81 %   654,987     91 %

New Equipment Acquisitions

   636,723     80 %   574,859     90 %

Installment Loans

   2,226,282     121 %   2,331,331     105 %

Operating Leases

   348,561     110 %   465,909     134 %

Investment in Securities

   331,055     140 %   688,148     208 %

Other Operating Transactions

   215,409     163 %   152,480     71 %

 

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Condensed Consolidated Statements of Income

(For the Years Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     Year ended
March 31,
2007
    Period
-over-
period
(%)
   Year ended
March 31,
2008
    Period
-over-
period
(%)
   U.S. dollars
Year ended
March 31,
2008
 

Total Revenues :

   1,124,960     123    1,154,054     103    11,519  
                            

Direct financing leases

   90,272     94    78,592     87    784  

Operating leases

   251,482     122    290,743     116    2,902  

Interest on loans and investment securities

   201,531     126    227,020     113    2,266  

Brokerage commissions and net gains on investment securities

   70,684     145    23,521     33    235  

Life insurance premiums and related investment income

   132,835     96    128,616     97    1,284  

Real estate sales

   87,178     116    88,445     101    883  

Gains on sales of real estate under operating leases

   22,958     256    16,756     73    167  

Other operating revenues

   268,020     148    300,361     112    2,998  
                            

Total Expenses :

   842,524     120    964,853     115    9,630  
                            

Interest expense

   80,871     138    106,140     131    1,059  

Costs of operating leases

   162,014     123    185,278     114    1,849  

Life insurance costs

   115,565     98    112,869     98    1,126  

Costs of real estate sales

   73,999     112    81,056     110    809  

Other operating expenses

   140,597     121    170,476     121    1,702  

Selling, general and administrative expenses

   248,587     137    265,863     107    2,654  

Provision for doubtful receivables and probable loan losses

   13,805     85    33,226     241    332  

Write-downs of long-lived assets

   1,027     12    1,742     170    17  

Write-downs of securities

   5,592     123    8,290     148    83  

Foreign currency transaction loss (gain), net

   467     —      (87 )   —      (1 )
                            

Operating Income

   282,436     133    189,201     67    1,889  
                            

Equity in Net Income of Affiliates

   31,951     100    48,343     151    482  

Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses

   1,962     72    12,222     623    122  
                            

Income before Income Taxes, Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain

   316,349     128    249,766     79    2,493  
                            

Provision for Income Taxes

   126,320     131    98,984     78    988  
                            

Income before Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain

   190,029     125    150,782     79    1,505  
                            

Minority Interests in Earnings of Subsidiaries, Net

   4,844     149    3,918     81    39  
                            

Income from Continuing Operations

   185,185     125    146,864     79    1,466  
                            

Discontinued Operations:

            

Income from discontinued operations, net

   17,710        36,431        364  

Provision for income taxes

   (6,962 )      (14,631 )      (146 )
                            

Discontinued operations, net of applicable tax effect

   10,748     59    21,800     203    218  
                            

Extraordinary Gain, Net of Applicable Tax Effect

   573     —      933     163    9  
                            

Net Income

   196,506     118    169,597     86    1,693  
                            

 

Note: Pursuant to FASB Statement No. 144 (“Accounting for the Impairment or Disposal of Long-Lived Assets”), 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.

 

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Table of Contents

Condensed Consolidated Statements of Income

(For the Three Months Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     Three Months
ended

March 31,
2007
    Period
-over-
period
(%)
   Three Months
ended

March 31,
2008
    Period
-over-
period
(%)
   U.S. dollars
Three Months
ended
March 31,
2008
 

Total Revenues :

   286,898     111    317,267     111    3,167  
                            

Direct financing leases

   21,784     85    21,293     98    213  

Operating leases

   66,595     136    74,228     111    741  

Interest on loans and investment securities

   55,269     129    57,040     103    569  

Brokerage commissions and net gains on investment securities

   12,854     62    3,495     27    35  

Life insurance premiums and related investment income

   38,637     97    35,443     92    354  

Real estate sales

   7,933     37    30,107     380    300  

Gains on sales of real estate under operating leases

   5,490     —      7,843     143    78  

Other operating revenues

   78,336     131    87,818     112    877  
                            

Total Expenses :

   227,026     107    270,211     119    2,697  
                            

Interest expense

   22,565     141    27,387     121    273  

Costs of operating leases

   43,713     131    46,623     107    465  

Life insurance costs

   33,854     98    31,942     94    319  

Costs of real estate sales

   9,010     45    29,507     327    295  

Other operating expenses

   41,646     112    49,842     120    497  

Selling, general and administrative expenses

   69,281     122    70,312     101    702  

Provision for doubtful receivables and probable loan losses

   4,442     102    10,469     236    105  

Write-downs of long-lived assets

   622     8    1,612     259    16  

Write-downs of securities

   1,545     233    2,943     190    29  

Foreign currency transaction loss (gain), net

   348     42    (426 )   —      (4 )
                            

Operating Income

   59,872     126    47,056     79    470  
                            

Equity in Net Income of Affiliates

   9,970     88    19,643     197    196  

Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses

   799     —      3,633     455    36  
                            

Income before Income Taxes, Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain

   70,641     120    70,332     100    702  
                            

Provision for Income Taxes

   25,187     137    26,822     106    268  
                            

Income before Minority Interests in Earnings of Subsidiaries, Discontinued Operations and Extraordinary Gain

   45,454     113    43,510     96    434  
                            

Minority Interests in Earnings of Subsidiaries, Net

   1,463     75    418     29    4  
                            

Income from Continuing Operations

   43,991     115    43,092     98    430  
                            

Discontinued Operations:

            

Income from discontinued operations, net

   2,624        7,130        71  

Provision for income taxes

   (1,090 )      (2,486 )      (25 )
                            

Discontinued operations, net of applicable tax effect

   1,534     76    4,644     303    46  
                            

Extraordinary Gain, Net of Applicable Tax Effect

   —       —      933     —      10  
                            

Net Income

   45,525     113    48,669     107    486  
                            

 

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Table of Contents

Condensed Consolidated Balance Sheets

(As of March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     March 31,
2007
    March 31,
2008
    U.S. dollars
March 31,
2008
 

Assets

      

Cash and Cash Equivalents

   215,163     320,655     3,200  

Restricted Cash

   121,569     143,883     1,436  

Time Deposits

   913     511     5  

Investment in Direct Financing Leases

   1,258,404     1,098,128     10,961  

Installment Loans

   3,490,326     3,766,310     37,592  

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

   (89,508 )   (102,007 )   (1,018 )

Investment in Operating Leases

   862,049     1,019,956     10,180  

Investment in Securities

   875,581     1,121,784     11,197  

Other Operating Assets

   152,106     197,295     1,969  

Investment in Affiliates

   367,762     327,763     3,271  

Other Receivables

   212,324     284,286     2,837  

Inventories

   216,150     232,850     2,324  

Prepaid Expenses

   54,855     47,657     476  

Office Facilities

   90,682     89,533     894  

Other Assets

   378,811     446,366     4,455  
                  

Total Assets

   8,207,187     8,994,970     89,779  
                  

Liabilities and Shareholders’ Equity

      

Short-Term Debt

   1,174,391     1,330,147     13,276  

Deposits

   446,474     470,683     4,698  

Trade Notes, Accounts Payable and Other Liabilities

   381,110     392,346     3,916  

Accrued Expenses

   122,202     112,461     1,122  

Policy Liabilities

   491,946     486,379     4,855  

Current and Deferred Income Taxes

   320,412     267,692     2,672  

Security Deposits

   174,196     163,872     1,636  

Long-Term Debt

   3,863,057     4,462,187     44,537  
                  

Total Liabilities

   6,973,788     7,685,767     76,712  
                  

Minority Interests

   39,165     41,286     412  
                  

Common Stock

   98,755     102,107     1,019  

Additional Paid-in Capital

   119,402     135,159     1,349  

Retained Earnings:

      

Legal reserve

   2,220     2,220     22  

Retained earnings

   921,823     1,081,219     10,792  

Accumulated Other Comprehensive Income

   55,253     (19,295 )   (193 )

Treasury Stock, at Cost

   (3,219 )   (33,493 )   (334 )
                  

Total Shareholders’ Equity

   1,194,234     1,267,917     12,655  
                  

Total Liabilities and Shareholders’ Equity

   8,207,187     8,994,970     89,779  
                  
     March 31,
2007
    March 31,
2008
    U.S. dollars
March 31,
2008
 
Note: Accumulated Other Comprehensive Income       

Net unrealized gains on investment in securities

   72,994     36,286     362  

Defined benefit pension plans

   3,604     (4,123 )   (41 )

Foreign currency translation adjustments

   (22,620 )   (53,802 )   (537 )

Net unrealized gains on derivative instruments

   1,275     2,344     23  
                  
   55,253     (19,295 )   (193 )
                  

 

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Table of Contents

Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income

(For the Years Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     Year ended
March 31,
2007
    Year ended
March 31,
2008
    U.S. dollars
Year ended
March 31,
2008
 

Common Stock:

      

Beginning balance

   88,458     98,755     986  

Exercise of warrants and stock acquisition rights

   2,259     991     10  

Conversion of convertible bond

   8,038     2,361     23  
                  

Ending balance

   98,755     102,107     1,019  
                  

Additional Paid-in Capital:

      

Beginning balance

   106,729     119,402     1,192  

Exercise of warrants, stock acquisition rights and stock options

   2,257     986     10  

Conversion of convertible bond

   6,250     1,848     18  

Compensation cost of stock options

   3,515     2,150     21  

Share swap merger

   —       10,215     102  

Other, net

   651     558     6  
                  

Ending balance

   119,402     135,159     1,349  
                  

Legal Reserve:

      

Beginning balance

   2,220     2,220     22  
                  

Ending balance

   2,220     2,220     22  
                  

Retained Earnings:

      

Beginning balance

   733,386     921,823     9,201  

Cash dividends

   (8,092 )   (11,863 )   (118 )

Net income

   196,506     169,597     1,693  

Capital transactions of equity-method investee

   —       1,641     16  

Other, net

   23     21     0  
                  

Ending balance

   921,823     1,081,219     10,792  
                  

Accumulated Other Comprehensive Income:

      

Beginning balance

   27,603     55,253     551  

Net change of unrealized gains on investment in securities

   22,138     (36,708 )   (366 )

Defined benefit pension plans

   —       (7,727 )   (77 )

Net change of minimum pension liability adjustments

   (5 )   —       —    

Adjustment to initially apply FASB Statement No. 158

   4,241     —       —    

Net change of foreign currency translation adjustments

   3,512     (31,182 )   (311 )

Net change of unrealized gains on derivative instruments

   (2,236 )   1,069     10  
                  

Ending balance

   55,253     (19,295 )   (193 )
                  

Treasury Stock:

      

Beginning balance

   (4,750 )   (3,219 )   (32 )

Exercise of stock options

   1,518     190     2  

Acquisition of treasury stock

   —       (30,749 )   (307 )

Other, net

   13     285     3  
                  

Ending balance

   (3,219 )   (33,493 )   (334 )
                  

Total Shareholders’ Equity:

      

Beginning balance

   953,646     1,194,234     11,920  

Increase, net

   240,588     73,683     735  
                  

Ending balance

   1,194,234     1,267,917     12,655  
                  

Summary of Comprehensive Income:

      

Net income

   196,506     169,597     1,693  

Other comprehensive income (loss)

   23,409     (74,548 )   (744 )
                  

Comprehensive income

   219,915     95,049     949  
                  

 

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Table of Contents

Condensed Consolidated Statements of Cash Flows

(For the Years Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     Year ended
March 31,
2007
    Year ended
March 31,
2008
    U.S. dollars
Year ended
March 31,
2008
 

Cash Flows from Operating Activities:

      

Net income

   196,506     169,597     1,693  

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

      

Depreciation and amortization

   151,624     168,767     1,684  

Provision for doubtful receivables and probable loan losses

   13,805     33,226     332  

Decrease in policy liabilities

   (11,762 )   (5,567 )   (56 )

Gains from securitization transactions

   (7,762 )   (3,481 )   (35 )

Equity in net income of affiliates

   (31,951 )   (48,343 )   (482 )

Gains on sales of subsidiaries and affiliates and liquidation losses

   (1,962 )   (12,222 )   (122 )

Extraordinary gain

   (573 )   (933 )   (9 )

Minority interests in earnings of subsidiaries, net

   4,844     3,918     39  

Gains on sales of available-for-sale securities

   (49,262 )   (7,563 )   (75 )

Gains on sales of real estate under operating leases

   (22,958 )   (16,756 )   (167 )

Gains on sales of operating lease assets other than real estate

   (12,105 )   (15,217 )   (152 )

Write-downs of long-lived assets

   1,027     1,742     17  

Write-downs of securities

   5,592     8,290     83  

Decrease (increase) in restricted cash

   51,299     (23,219 )   (232 )

Increase in loans held for sale

   (52,811 )   (23,721 )   (237 )

Decrease in trading securities

   11,248     3,275     33  

Increase in inventories

   (85,899 )   (19,606 )   (196 )

Increase in prepaid expenses

   (13,708 )   (403 )   (4 )

Increase (decrease) accrued expenses

   36,594     (4,591 )   (46 )

Increase (decrease) in security deposits

   21,182     (6,289 )   (63 )

Other, net

   23,160     (44,617 )   (445 )
                  

Net cash provided by operating activities

   226,128     156,287     1,560  
                  

Cash Flows from Investing Activities:

      

Purchases of lease equipment

   (1,031,591 )   (1,088,237 )   (10,862 )

Principal payments received under direct financing leases

   610,780     546,964     5,459  

Net proceeds from securitization of lease receivables, loan receivables and securities

   275,998     174,922     1,746  

Installment loans made to customers

   (2,173,322 )   (2,267,527 )   (22,632 )

Principal collected on installment loans

   1,554,422     1,893,172     18,896  

Proceeds from sales of operating lease assets

   158,396     229,065     2,286  

Investment in affiliates, net

   (6,000 )   (30,350 )   (303 )

Proceeds from sales of investment in affiliates

   7,905     102,383     1,022  

Purchases of available-for-sale securities

   (254,044 )   (595,445 )   (5,943 )

Proceeds from sales of available-for-sale securities

   105,829     187,095     1,867  

Proceeds from redemption of available-for-sale securities

   39,252     127,084     1,269  

Purchases of other securities

   (76,710 )   (90,088 )   (899 )

Proceeds from sales of other securities

   73,316     46,964     469  

Purchases of other operating assets

   (50,238 )   (38,922 )   (388 )

Acquisitions of subsidiaries, net of cash acquired

   (19,270 )   (15,220 )   (152 )

Sales of subsidiaries, net of cash disposed

   3,019     3,948     39  

Other, net

   (20,020 )   (24,139 )   (241 )
                  

Net cash used in investing activities

   (802,278 )   (838,331 )   (8,367 )
                  

Cash Flows from Financing Activities:

      

Net decrease in debt with maturities of three months or less

   (111,360 )   (69,644 )   (695 )

Proceeds from debt with maturities longer than three months

   2,230,830     2,777,541     27,723  

Repayment of debt with maturities longer than three months

   (1,655,581 )   (1,920,865 )   (19,172 )

Net increase in deposits due to customers

   93,175     24,695     246  

Issuance of common stock

   4,516     1,977     20  

Dividends paid

   (8,092 )   (11,863 )   (118 )

Net increase (decrease) in call money

   (10,000 )   21,500     214  

Acquisition of treasury stock

   —       (30,749 )   (307 )

Other, net

   1,526     374     4  
                  

Net cash provided by financing activities

   545,014     792,966     7,915  
                  

Effect of Exchange Rate Changes on Cash and Cash Equivalents

   443     (5,430 )   (55 )
                  

Net Increase (Decrease) in Cash and Cash Equivalents

   (30,693 )   105,492     1,053  

Cash and Cash Equivalents at Beginning of Year

   245,856     215,163     2,147  
                  

Cash and Cash Equivalents at End of Year

   215,163     320,655     3,200  
                  

 

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Table of Contents

Segment Information

(For the Years Ended March 31, 2007 and 2008)

(Unaudited)

1. Segment Information by Sector/Location

(millions of JPY, millions of US$)

     Year ended March 31, 2007    Year ended March 31, 2008    U.S. dollars
Year ended March 31, 2008
     Segment
Revenues
    Segment
Profits
    Segment
Assets
   Segment
Revenues
    Segment
Profits
    Segment
Assets
   Segment
Revenues
    Segment
Profits
    Segment
Assets

Operations in Japan

                    

Corporate Financial Services

   123,328     58,231     1,861,403    131,139     35,932     1,965,200    1,309     359     19,615

Automobile Operations

   146,966     28,224     510,805    158,093     25,577     519,643    1,578     255     5,187

Rental Operations

   67,859     10,869     121,621    78,317     11,658     130,171    781     116     1,299

Real Estate-Related Finance

   82,345     44,682     1,517,927    91,179     42,089     1,932,874    910     420     19,292

Real Estate

   245,336     51,236     901,237    278,096     80,778     1,053,364    2,776     806     10,514

Life Insurance

   132,060     9,921     511,051    128,742     7,318     480,745    1,285     73     4,798

Other

   145,443     60,387     773,595    126,343     24,720     745,318    1,261     247     7,439
                                                  

Sub-Total

   943,337     263,550     6,197,639    991,909     228,072     6,827,315    9,900     2,276     68,144
                                                  

Overseas Operations

                    

The Americas

   119,940     31,315     487,900    101,739     16,198     452,976    1,015     162     4,521

Asia, Oceania and Europe

   103,593     37,763     625,036    121,988     45,391     598,486    1,218     453     5,974
                                                  

Sub-Total

   223,533     69,078     1,112,936    223,727     61,589     1,051,462    2,233     615     10,495
                                                  

Segment Total

   1,166,870     332,628     7,310,575    1,215,636     289,661     7,878,777    12,133     2,891     78,639
                                                  

Difference between Segment Totals and Consolidated Amounts

   (41,910 )   (16,279 )   896,612    (61,582 )   (39,895 )   1,116,193    (614 )   (398 )   11,140
                                                  

Consolidated Amounts

   1,124,960     316,349     8,207,187    1,154,054     249,766     8,994,970    11,519     2,493     89,779
                                                  

 

Note: 1.     The results of the reported segments from the first quarter of this fiscal year reflect the revised business classification of the Company. Accordingly, leasing operations of the affiliates, which had been included in the “Other” segment, have been included in the “Corporate Financial Services” segment from the first quarter of this fiscal year. Therefore, certain related amounts that had been previously reported are reclassified.

 

          2.     The Company evaluates the performance of its segments based on income before income taxes as well as results of discontinued operations, minority interests in earnings of subsidiaries and extraordinary gain, before applicable tax effect. Tax expenses are not included in segment profits.

2. Revenues from Overseas Customers

(millions of JPY, millions of US$)

     Year ended March 31, 2007     Year ended March 31, 2008     U.S. dollars
Year ended March 31, 2008
 
     The
Americas
    Asia, Oceania
and Europe
    Total     The
Americas
    Asia, Oceania
and Europe
    Total     The
Americas
    Asia, Oceania
and Europe
    Total  

Overseas Revenue

   110,651     108,291     218,942     90,260     136,175     226,435     901     1,359     2,260  

Consolidated Revenue

       1,124,960         1,154,054         11,519  

The Rate of the Overseas Revenue to Consolidated Revenues

   9.9 %   9.6 %   19.5 %   7.8 %   11.8 %   19.6 %   7.8 %   11.8 %   19.6 %
                                                      

 

Note: Results of discontinued operations are not included in “Overseas Revenue.”

 

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Table of Contents

Per Share Data

(For the Year Ended March 31, 2007 and 2008)

(Unaudited)

(millions of JPY, millions of US$)

 

     March 31,
2007
   March 31,
2008
   U.S. dollars
March 31,

2008
      

Income from Continuing Operations

   185,185    146,864    1,466

Effect of Dilutive Securities -

        

Convertible Bond

   1,699    1,232    12
              

Income from Continuing Operations for Diluted EPS Computation

   186,884    148,096    1,478
              
     (thousands of shares)

Weighted-average Shares

   90,260    91,150   

Effect of Dilutive Securities -

        

Warrants

   764    395   

Convertible Bond

   3,215    2,379   

Treasury Stock

   102    51   
            

Weighted-average Shares for Diluted EPS Computation

   94,341    93,975   
            
               (JPY, US$)

Earnings Per Share for Income from Continuing Operations

        

Basic

   2,051.67    1,611.23    16.08

Diluted

   1,980.93    1,575.91    15.73
               (JPY, US$)

Shareholders’ Equity Per Share

   13,089.83    14,010.62    139.84

 

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Table of Contents

[Significant Accounting Policies]

(New Accounting Pronouncement)

The Company and its subsidiaries adopted FASB Interpretation No. 48 (“Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”) on April 1, 2007. This interpretation clarifies the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The adoption of FASB Interpretation No. 48 did not have a significant effect on the Company and its subsidiaries’ results of operations or financial position.

Other than the above, there were no significant changes from the latest report.

 

- 23 -