6-K
Orix Corp (IX)
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 001-14856
ORIX Corporation
(Translation of Registrant’s Name into English)
World TradeCenter Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo, JAPAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
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Table of Contents
Material Contained in this Report
| 1. | ORIX’s Third Quarter Consolidated Financial Results (April 1, 2022 – December 31, 2022) filed with the Tokyo Stock Exchange on Monday, February 6, 2023. |
|---|
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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 : February 6, 2023 | By | /s/Yasuaki Mikami |
| Yasuaki Mikami | ||
| Senior Managing Executive Officer<br><br><br>Responsible for Corporate Function Unit<br><br><br>Responsible for Work Style Reform Project |
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Consolidated Financial Results
April 1, 2022 – December 31, 2022
February 6, 2023
In preparing its consolidated financial information, ORIX Corporation (the “Company”) and its subsidiaries havecomplied with generally accepted accounting principles in the United States of America.
This document may contain forward-lookingstatements about expected future events and financial results that involve risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to uncertainties and risks that could cause actual results todiffer 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 most recent annual report onForm 20-F filed with the U.S. Securities and Exchange Commission.
The Company believesthat it may have been a “passive foreign investment company” for U.S. federal income tax purposes in the year to which these consolidated financial results relate by reason of the composition of its assets and the nature of its income. Inaddition, the Company may be a PFIC for the foreseeable future. Assuming that the Company is a PFIC, a U.S. holder of the shares or American depositary shares of the Company will be subject to special rules generally intended to eliminate anybenefits 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 tosuch rules, which are summarized in the Company’s annual report.
For further information please contact:
Investor Relations and Sustainability Department
ORIX Corporation
World Trade Center Bldg., SOUTH TOWER, 2-4-1Hamamatsu-cho, Minato-Ku,
Tokyo, 105-5135
JAPAN
Tel: +81-3-3435-3121 Fax: +81-3-3435-3154
E-mail: orix_corpcomm@orix.jp
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Consolidated Financial Results from April 1, 2022 toDecember 31, 2022
(U.S. GAAP Financial Information for ORIX Corporation and its Subsidiaries)
| Corporate Name: | ORIX Corporation |
|---|---|
| Listed Exchanges: | Tokyo Stock Exchange (Securities No. 8591) |
| New York Stock Exchange (Trading Symbol: IX) | |
| Head Office: | Tokyo JAPAN |
| Tel: +81-3-3435-3121 | |
| (URL https://www.orix.co.jp/grp/en/ir/) |
1. Performance Highlights as of and for the Nine Months Ended December 31, 2022
(1) Performance Highlights - Operating Results (Unaudited)
(millions of yen)*1
| Total<br>Revenues | Year-on-Year<br>Change | Operating<br>Income | Year-on-Year<br>Change | Income before<br>Income Taxes | Year-on-Year<br>Change | Net Income<br>Attributable to<br>ORIX Corporation<br>Shareholders | Year-on-Year<br>Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | 1,994,844 | 6.8 | % | 237,308 | (15.9 | %) | 283,473 | (10.5 | %) | 211,388 | 0.0 | % | ||||||||
| December 31, 2021 | 1,868,113 | 12.2 | % | 282,119 | 45.6 | % | 316,689 | 51.1 | % | 211,341 | 48.8 | % |
“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥151,512 million for the nine months ended December 31, 2022 (year-on-year change was a 43.5% decrease) and ¥268,097 million for the nine months ended December 31, 2021 (year-on-year change was a 107.0% increase).
| Basic<br>Earnings Per Share | Diluted<br>Earnings Per Share | |||
|---|---|---|---|---|
| December 31, 2022 | 178.63 | 178.41 | ||
| December 31, 2021 | 175.17 | 174.98 | ||
| *Note 1: | Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for Per Share and<br>dividend amounts, which are in single yen. | |||
| --- | --- |
(2) Performance Highlights - Financial Position (Unaudited)
| Total<br>Assets | Total<br>Equity | Shareholders’<br>Equity | Shareholders’<br>Equity Ratio | ||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | 14,553,890 | 3,358,224 | 3,255,412 | 22.4 | % | ||||
| March 31, 2022 | 14,270,672 | 3,371,401 | 3,261,419 | 22.9 | % | ||||
| *Note 2: | “Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’<br>Equity.” | ||||||||
| --- | --- |
“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”
2. Dividends (Unaudited)
| First<br>Quarter-end | Second<br>Quarter-end | Third<br>Quarter-end | Year-end | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | — | 39.00 | — | 46.60 | 85.60 | |||||
| March 31, 2023 | — | 42.80 | — | — | — | |||||
| March 31, 2023 (Est.) | — | — | — | 42.80 | 85.60 |
3. Forecast for the Year Ending March 31, 2023 (Unaudited)
| Net Income<br>Attributable to<br>ORIX Corporation Shareholders | Year-on-Year<br>Change | ||||
|---|---|---|---|---|---|
| March 31, 2023 | 250,000 | (19.9 | %) | ||
| *Note 3: | Although forward-looking statements in this document are based on information currently available to ORIX<br>Corporation and are based on assumptions deemed reasonable by ORIX Corporation, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.<br> | ||||
| --- | --- |
Factors causing a result that differs from forward-looking statements include, but are not limited to, those described under “Risk Factors” in our Form 20-F submitted to the U.S. Securities and Exchange Commission.
4. Other Information
| (1) Changes in Significant Consolidated Subsidiaries | Yes ( ) No ( x ) |
|---|---|
| Addition - None<br>( ) | Exclusion - None<br>( ) |
| (2) Adoption of Simplified Accounting Method | Yes ( ) No ( x ) |
| (3) Changes in Accounting Principles, Procedures and Disclosures | |
| 1. Changes due to adoption of new accounting standards | Yes ( ) No ( x ) |
| 2. Other than those above | Yes ( ) No ( x ) |
(4) Number of Issued Shares (Ordinary Shares)
The number of issued shares, including treasury stock, was 1,258,277,087 as of December 31, 2022, and 1,258,277,087 as of March 31, 2022.
The number of treasury stock was 85,170,332 as of December 31, 2022, and 62,914,027 as of March 31,
The average number of outstanding shares was 1,183,371,646 for the nine months ended December 31, 2022, and 1,206,467,458 for the nine months ended December 31, 2021.
The Company’s shares held through the Board Incentive Plan Trust (2,849,782 shares as of December 31, 2022, and 1,963,282 shares as of March 31, 2022) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.
* These consolidated financial results from April 1, 2022 to December 31, 2022 are not subject to certified public accountant’s or audit firm’s quarterly review.
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1. Summary of Consolidated Financial Results
(1) Financial Highlights
Financial Results for theNine Months Ended December 31, 2022
| Nine months<br>ended<br>December 31, 2021 | Nine months<br>ended<br>December 31, 2022 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percent | |||||||||
| Total Revenues | (millions of yen) | 1,868,113 | 1,994,844 | 126,731 | 7 | % | ||||
| Total Expenses | (millions of yen) | 1,585,994 | 1,757,536 | 171,542 | 11 | % | ||||
| Income before Income Taxes | (millions of yen) | 316,689 | 283,473 | (33,216 | ) | (11 | )% | |||
| Net Income Attributable to ORIX Corporation Shareholders | (millions of yen) | 211,341 | 211,388 | 47 | 0 | % | ||||
| Earnings Per Share (Basic) | (yen) | 175.17 | 178.63 | 3.46 | 2 | % | ||||
| <br> (Diluted) | (yen) | 174.98 | 178.41 | 3.43 | 2 | % | ||||
| ROE (Annualized)*1 | (%) | 9.1 | 8.6 | (0.5 | ) | — | ||||
| ROA (Annualized)*2 | (%) | 2.04 | 1.96 | (0.08 | ) | — | ||||
| *Note 1: | ROE is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average ORIX<br>Corporation Shareholders’ Equity. | |||||||||
| --- | --- | |||||||||
| *Note 2: | ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders. | |||||||||
| --- | --- |
Overview of Business Performance (April 1, 2022 to December 31, 2022)
Total revenues for the nine months ended December 31, 2022 (hereinafter, “the third consolidated period”) increased 7% to ¥1,994,844 million compared to ¥1,868,113 million during the same period of the previous fiscal year due to increases in services income, finance revenues, and operating leases revenues despite a decrease in gains on investment securities and dividends.
Total expenses increased 11% to ¥1,757,536 million compared to ¥1,585,994 million during the same period of the previous fiscal year due to increases in services expense, interest expense and selling, general and administrative expenses.
Equity in net income (loss) of affiliates increased 116% to ¥18,275 million compared to ¥8,465 million and gains on sales of subsidiaries and affiliates and liquidation losses, net increased 3% to ¥26,872 million compared to ¥26,105 million during the same period of the previous fiscal year.
Due to the above results, income before income taxes for the third consolidated period decreased 11% to ¥283,473 million compared to ¥316,689 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders remained relatively flat at ¥211,388 million compared to ¥211,341 million during the same period of the previous fiscal year.
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Segment Information
Total segment profits for the third consolidated period decreased 13% to ¥290,664 million compared to the same period of the previous fiscal year.
Since April 1, 2022, a portion of interest expenses and a portion of selling, general and administrative expenses, which were initially included in the difference between segment total profits and consolidated amounts, have been charged directly to their respective segments. As a result of these changes, segment data for the nine months ended December 31, 2021 has been retrospectively restated.
Segment information for the third consolidated period is as follows:
Corporate Financial Services and Maintenance Leasing : Finance and fee business; leasing and rental of automobiles, electronic measuring instruments and ICT-related equipment
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 61,871 | 56,444 | (5,427) | (9) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 1,516,795 | 1,515,425 | (1,370) | (0) |
Segment profits decreased 9% to ¥56,444 million compared to the same period of the previous fiscal year due to the absence of gains on investment securities and dividends resulting from the listing of an investee recorded in the same period of the previous fiscal year, and a decrease in services income resulting from the sale of the business of Yayoi Co., Ltd. in the three months ended March 31, 2022.
Segment assets totaled ¥1,515,425 million, remaining relatively unchanged compared to the end of the previous fiscal year.
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Real Estate : Real estate development, rental and management; facility operations; real estate asset management
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 26,629 | 24,486 | (2,143) | (8) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 910,101 | 946,145 | 36,044 | 4 |
Segment profits decreased 8% to ¥24,486 million compared to the same period of the previous fiscal year. This decrease was due to a decrease in operating leases revenues due to a decrease in gain on sale of real estate under operating leases, and a decrease in sales of goods and real estate at DAIKYO INCORPORATED and its subsidiaries, partially offset by an increase in services income from operating facilities.
Segment assets increased 4% to ¥946,145 million compared to the end of the previous fiscal year due to an increase in inventories, investment in affiliates, and property under facility operations.
PE Investment and Concession : Private equity investment; concession
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Profits | (10,570 | ) | 6,713 | 17,283 | — | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | |||||||
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Assets | 353,581 | 340,764 | (12,817) | (4) |
Segment profits increased by ¥17,283 million to ¥6,713 million compared to the same period of the previous fiscal year due to an increase in sales of goods and real estate, and due to the absence of write-downs of long-lived assets at an investee recorded in the same period of the previous year.
Segment assets decreased 4% to ¥340,764 million compared to the end of the previous fiscal year due to a decrease in inventories resulting from the sale of an investee.
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Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels and battery energy storage system; recycling and waste management
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 18,332 | 34,140 | 15,808 | 86 | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 703,608 | 761,789 | 58,181 | 8 |
Segment profits increased 86% to ¥34,140 million compared to the same period of the previous fiscal year due to gains on the sale of shares of subsidiaries and affiliates due to the partial sale of an investee and due to an increase in services income resulting from the acquisition of a Spanish renewable energy business subsidiary in the second quarter of the previous fiscal year.
Segment assets increased 8% to ¥761,789 million compared to the end of the previous fiscal year due to an increase in advances for property under facility operations and an increase in property under facility operations primarily resulting from foreign exchange effects.
Insurance : Life insurance
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 44,669 | 24,010 | (20,659) | (46) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 2,072,145 | 1,944,773 | (127,372) | (6) |
Segment profits decreased 46% to ¥24,010 million compared to the same period of the previous fiscal year due to an increase in life insurance costs as a result of increased payouts to policy holders, despite an increase in life insurance premiums and related investment income in line with an increase in insurance contracts.
Segment assets decreased 6% to ¥1,944,773 million compared to the end of the previous fiscal year due to a decrease in investment in securities.
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Banking and Credit : Banking; consumer finance
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 32,599 | 24,868 | (7,731) | (24) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 2,687,156 | 2,727,982 | 40,826 | 2 |
Segment profits decreased 24% to ¥24,868 million compared to the same period of the previous fiscal year due to the absence of gains on investment securities and dividends at ORIX Bank Corporation recorded in the same period of the previous fiscal year, and an increase in advertising expenses at ORIX Credit Corporation recorded in this period.
Segment assets increased 2% to ¥2,727,982 million compared to the end of the previous fiscal year due to an increase in installment loans.
Aircraft and Ships : Aircraft investment and management; ship-related finance and investment
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 2,841 | 17,007 | 14,166 | 499 | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 684,098 | 695,819 | 11,721 | 2 |
Segment profits increased 499% to ¥17,007 million compared to the same period of the previous fiscal year due to an increase in equity in net income (loss) of affiliates at Avolon Holdings Limited, and an increase in operating leases revenues in our ship-related business and aircraft-related business.
Segment assets increased 2% to ¥695,819 million compared to the end of the previous fiscal year due to an increase in investment in affiliates primarily resulting from foreign exchange effects, despite a decrease in investment in operating leases.
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ORIX USA : Finance, investment and asset management in the Americas
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 67,433 | 33,032 | (34,401) | (51) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 1,364,142 | 1,454,653 | 90,511 | 7 |
Segment profits decreased 51% to ¥33,032 million compared to the same period of the previous fiscal year due to the absence of gains on investment securities and dividends and gains on sales of subsidiaries and affiliates resulting from the sales of investees recorded in the same period of the previous fiscal year, despite an increase in services income.
Segment assets increased 7% to ¥1,454,653 million compared to the end of the previous fiscal year primarily due to foreign exchange effects.
ORIX Europe : Asset management of global equity and fixed income
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 55,987 | 35,893 | (20,094) | (36) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 401,869 | 404,920 | 3,051 | 1 |
Segment profits decreased 36% to ¥35,893 million compared to the same period of the previous fiscal year due to a decrease in services income resulting from a decrease in the average amount of assets under management, and a decrease in gains on investment securities and dividends resulting from weaker market conditions.
Segment assets increased 1% to ¥404,920 million compared to the end of the previous fiscal year primarily due to foreign exchange effects, despite a decrease in investment in securities.
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Asia and Australia : Finance and investment businesses in Asia and Australia
| Nine months ended<br>December 31, 2021<br>(millions of yen) | Nine months ended<br>December 31, 2022<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 35,108 | 34,071 | (1,037) | (3) | ||||
| As of March 31, 2022<br>(millions of yen) | As of December 31, 2022<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 1,306,089 | 1,394,435 | 88,346 | 7 |
Segment profits decreased 3% to ¥34,071 million compared to the same period of the previous fiscal year due to the absence of gains on the sale of shares of subsidiaries and affiliates due to the sale of some investees in Greater China in the same period of the previous fiscal year, despite an increase in operating leases revenues primarily in South Korea and Australia.
Segment assets increased 7% to ¥1,394,435 million compared to the end of the previous fiscal year due to an increase in net investment in leases and an increase in investment in operating leases primarily in South Korea, despite a decrease in installment loans in Greater China.
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(2) Consolidated Financial Condition
Summary of Assets, Liabilities, Shareholders’ Equity
| As of March 31,<br>2022 | As of December 31,<br>2022 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percent | |||||||||
| Total Assets | (millions of yen) | 14,270,672 | 14,553,890 | 283,218 | 2 | % | ||||
| (Segment Assets) | 11,999,584 | 12,186,705 | 187,121 | 2 | % | |||||
| Total Liabilities | (millions of yen) | 10,899,271 | 11,194,692 | 295,421 | 3 | % | ||||
| (Short-term and Long-term Debt) | 4,866,685 | 5,205,254 | 338,569 | 7 | % | |||||
| (Deposits) | 2,276,158 | 2,310,212 | 34,054 | 1 | % | |||||
| Shareholders’ Equity *1 | (millions of yen) | 3,261,419 | 3,255,412 | (6,007 | ) | (0 | )% | |||
| Shareholders’ Equity Per Share *2 | (yen) | 2,732.88 | 2,781.79 | 48.91 | 2 | % | ||||
| *Note 1: | Shareholders’ Equity refers to ORIX Corporation Shareholders’ Equity based on U.S. GAAP. | |||||||||
| --- | --- | |||||||||
| *Note 2: | Shareholders’ Equity Per Share is calculated using total ORIX Corporation Shareholders’ Equity. |
Total assets increased 2% to ¥14,553,890 million compared to the end of the previous fiscal year due to increases in installment loans, investment in affiliates and other assets, partially offset by a decrease in investment in securities. In addition, segment assets increased 2% to ¥12,186,705 million compared to the end of the previous fiscal year.
Total liabilities increased 3% to ¥11,194,692 million compared to the end of the previous fiscal year due to increases in long-term debt and policy liabilities and policy account balances despite decreases in trade notes, accounts and other payable and current and deferred income taxes.
Shareholders’ equity remained flat at ¥3,255,412 million compared to the end of the previous fiscal year.
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2. Financial Information
(1) Condensed Consolidated Balance Sheets (Unaudited)
(millions of yen)
| Assets | As of December 31,2022 | |||||
|---|---|---|---|---|---|---|
| Cash and Cash Equivalents | 954,827 | 951,148 | ||||
| Restricted Cash | 136,985 | 115,870 | ||||
| Net Investment in Leases | 1,057,973 | 1,081,811 | ||||
| Installment Loans | 3,862,604 | 3,921,205 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2022 | 151,601 million | |||||
| December 31, 2022 | 182,700 million | |||||
| Allowance for Credit Losses | (69,459 | ) | (68,815 | ) | ||
| Investment in Operating Leases | 1,463,202 | 1,469,048 | ||||
| Investment in Securities | 2,852,349 | 2,786,200 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2022 | 19,353 million | |||||
| December 31, 2022 | 25,314 million | |||||
| The amounts which are associated to available-for-sale debt securities are as follows: | ||||||
| March 31, 2022 | ||||||
| Amortized Cost | 2,276,425<br>million | |||||
| Allowance for Credit Losses | (153) million | |||||
| December 31, 2022 | ||||||
| Amortized Cost | 2,460,127 million | |||||
| Allowance for Credit Losses | (159) million | |||||
| Property under Facility Operations | 561,846 | 574,679 | ||||
| Investment in Affiliates | 978,033 | 1,040,580 | ||||
| Trade Notes, Accounts and Other Receivable | 359,949 | 369,666 | ||||
| Inventories | 139,563 | 145,910 | ||||
| Office Facilities | 240,421 | 239,660 | ||||
| Other Assets | 1,732,379 | 1,926,928 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2022 | 5,214 million | |||||
| December 31, 2022 | 5,138 million | |||||
| Total Assets | 14,270,672 | 14,553,890 | ||||
| Liabilities and Equity | ||||||
| Short-term Debt | 439,639 | 445,537 | ||||
| Deposits | 2,276,158 | 2,310,212 | ||||
| Trade Notes, Accounts and Other Payable | 291,422 | 252,766 | ||||
| Policy Liabilities and Policy Account Balances | 1,963,623 | 2,023,726 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2022 | 198,905 million | |||||
| December 31, 2022 | 162,958 million | |||||
| Current and Deferred Income Taxes | 461,181 | 330,630 | ||||
| Long-term Debt | 4,427,046 | 4,759,717 | ||||
| Other Liabilities | 1,040,202 | 1,072,104 | ||||
| Total Liabilities | 10,899,271 | 11,194,692 | ||||
| Redeemable Noncontrolling Interests | 0 | 974 | ||||
| Commitments and Contingent Liabilities | ||||||
| Common Stock | 221,111 | 221,111 | ||||
| Additional Paid-in Capital | 260,479 | 261,305 | ||||
| Retained Earnings | 2,909,317 | 3,014,415 | ||||
| Accumulated Other Comprehensive Income (Loss) | (16,041 | ) | (75,917 | ) | ||
| Treasury Stock, at Cost | (113,447 | ) | (165,502 | ) | ||
| Total ORIX Corporation Shareholders’ Equity | 3,261,419 | 3,255,412 | ||||
| Noncontrolling Interests | 109,982 | 102,812 | ||||
| Total Equity | 3,371,401 | 3,358,224 | ||||
| Total Liabilities and Equity | 14,270,672 | 14,553,890 |
All values are in Japanese Yen.
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| Note: | Breakdowns of Accumulated Other Comprehensive Income (Loss) | |||||
|---|---|---|---|---|---|---|
| As of March 31,<br>2022 | As of December 31,<br>2022 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Accumulated Other Comprehensive Income (Loss) | ||||||
| Net unrealized gains (losses) on investment in securities | (72,892 | ) | (255,275 | ) | ||
| Debt valuation adjustments | 221 | 233 | ||||
| Defined benefit pension plans | (8,072 | ) | (8,262 | ) | ||
| Foreign currency translation adjustments | 61,914 | 165,385 | ||||
| Net unrealized gains on derivative instruments | 2,788 | 22,002 | ||||
| Total | (16,041 | ) | (75,917 | ) |
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(2) Condensed Consolidated Statements of Income (Unaudited)
(millions of yen)
| Nine monthsendedDecember 31, 2021 | Nine months<br>endedDecember 31, 2022 | ||||
|---|---|---|---|---|---|
| Revenues : | |||||
| Finance revenues | 209,143 | 237,008 | |||
| Gains on investment securities and dividends | 48,390 | 19,168 | |||
| Operating leases | 340,968 | 368,760 | |||
| Life insurance premiums and related investment income | 348,701 | 356,317 | |||
| Sales of goods and real estate | 323,918 | 316,979 | |||
| Services income | 596,993 | 696,612 | |||
| Total Revenues | 1,868,113 | 1,994,844 | |||
| Expenses : | |||||
| Interest expense | 50,458 | 88,631 | |||
| Costs of operating leases | 241,114 | 249,541 | |||
| Life insurance costs | 263,004 | 290,345 | |||
| Costs of goods and real estate sold | 285,160 | 272,979 | |||
| Services expense | 356,548 | 421,259 | |||
| Other (income) and expense | (8,762 | ) | 12,373 | ||
| Selling, general and administrative expenses | 378,524 | 412,287 | |||
| Provision for credit losses | 4,670 | 7,707 | |||
| Write-downs of long-lived assets | 15,068 | 1,807 | |||
| Write-downs of securities | 210 | 607 | |||
| Total Expenses | 1,585,994 | 1,757,536 | |||
| Operating Income | 282,119 | 237,308 | |||
| Equity in Net Income of Affiliates | 8,465 | 18,275 | |||
| Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, net | 26,105 | 26,872 | |||
| Bargain Purchase Gain | 0 | 1,018 | |||
| Income before Income Taxes | 316,689 | 283,473 | |||
| Provision for Income Taxes | 100,961 | 66,815 | |||
| Net Income | 215,728 | 216,658 | |||
| Net Income Attributable to the Noncontrolling Interests | 4,387 | 5,247 | |||
| Net Income Attributable to the Redeemable Noncontrolling Interests | 0 | 23 | |||
| Net Income Attributable to ORIX Corporation Shareholders | 211,341 | 211,388 |
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(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(millions of yen)
| Nine months<br>ended<br>December 31, 2021 | Nine months<br>ended<br>December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Net Income : | 215,728 | 216,658 | ||||
| Other comprehensive income (loss), net of tax: | ||||||
| Net change of unrealized gains (losses) on investment in securities | 12,573 | (182,383 | ) | |||
| Net change of debt valuation adjustments | (54 | ) | 12 | |||
| Net change of defined benefit pension plans | 166 | (192 | ) | |||
| Net change of foreign currency translation adjustments | 40,352 | 107,330 | ||||
| Net change of unrealized gains on derivative instruments | 5,686 | 21,177 | ||||
| Total other comprehensive income (loss) | 58,723 | (54,056 | ) | |||
| Comprehensive Income | 274,451 | 162,602 | ||||
| Comprehensive Income Attributable to the Noncontrolling Interests | 6,354 | 11,065 | ||||
| Comprehensive Income Attributable to the Redeemable Noncontrolling Interests | 0 | 25 | ||||
| Comprehensive Income Attributable to ORIX Corporation Shareholders | 268,097 | 151,512 |
(4) Assumptions for Going Concern
There is no corresponding item.
(5)Significant Changes in Shareholders’ Equity
There is no corresponding item.
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(6) Segment Information (Unaudited)
Segment Information by Sector
| (millions of yen) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months ended<br>December 31, 2021 | Nine Months ended<br>December 31, 2022 | March 31,<br>2022 | December 31,<br>2022 | ||||||||||||
| Segment<br>Revenues | Segment<br>Profits | Segment<br>Revenues | Segment<br>Profits | Segment<br>Assets | Segment<br>Assets | ||||||||||
| Corporate Financial Services and Maintenance Leasing | 337,945 | 61,871 | 321,647 | 56,444 | 1,516,795 | 1,515,425 | |||||||||
| Real Estate | 294,257 | 26,629 | 288,293 | 24,486 | 910,101 | 946,145 | |||||||||
| PE Investment and Concession | 281,009 | (10,570 | ) | 312,090 | 6,713 | 353,581 | 340,764 | ||||||||
| Environment and Energy | 107,167 | 18,332 | 168,419 | 34,140 | 703,608 | 761,789 | |||||||||
| Insurance | 352,192 | 44,669 | 360,085 | 24,010 | 2,072,145 | 1,944,773 | |||||||||
| Banking and Credit | 65,019 | 32,599 | 62,324 | 24,868 | 2,687,156 | 2,727,982 | |||||||||
| Aircraft and Ships | 29,305 | 2,841 | 42,369 | 17,007 | 684,098 | 695,819 | |||||||||
| ORIX USA | 122,697 | 67,433 | 135,261 | 33,032 | 1,364,142 | 1,454,653 | |||||||||
| ORIX Europe | 171,017 | 55,987 | 157,653 | 35,893 | 401,869 | 404,920 | |||||||||
| Asia and Australia | 108,878 | 35,108 | 142,719 | 34,071 | 1,306,089 | 1,394,435 | |||||||||
| Segment Total | 1,869,486 | 334,899 | 1,990,860 | 290,664 | 11,999,584 | 12,186,705 | |||||||||
| Difference between Segment Total and Consolidated Amounts | (1,373 | ) | (18,210 | ) | 3,984 | (7,191 | ) | 2,271,088 | 2,367,185 | ||||||
| Consolidated Amounts | 1,868,113 | 316,689 | 1,994,844 | 283,473 | 14,270,672 | 14,553,890 | |||||||||
| Note 1: | The Company evaluates the performance of segments based on income before income taxes, adjusted for net<br>income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests before applicable tax effect. Tax expenses are not included in segment profits. | ||||||||||||||
| --- | --- | ||||||||||||||
| Note 2: | Since April 1, 2022, a portion of interest expenses and a portion of selling, general and<br>administrative expenses, which were initially included in the difference between segment total profits and consolidated amounts, have been charged directly to their respective segments. As a result of these changes, segment data for the nine months<br>ended December 31, 2021 has been retrospectively restated. | ||||||||||||||
| --- | --- | ||||||||||||||
| Note 3: | Inter-segment transactions are included in segment revenues, and eliminations of inter-segment<br>transactions are included in the difference between segment total and consolidated amounts. | ||||||||||||||
| --- | --- |
(7) Subsequent Events
Acquisition of shares of DHC Corporation
On November 11, 2022, in an effort to expand the Group’s network in the healthcare business, the Company executed a share purchase agreement with Mr. Yoshiaki Yoshida, a major shareholder of DHC Corporation (hereinafter, “DHC”), and reached a basic agreement to acquire the shares of DHC. The Company acquired 91.1% of the total number of issued shares of DHC. As a result, DHC became a consolidated subsidiary of the Company on January 31, 2023.
The Company aims to acquire all issued shares of DHC, with the total acquisition consideration expected to be approximately ¥300 billion in cash.
As of February 6, 2023, the accounting for the acquisition was not yet complete.
Cancellation of Own Shares
The Company cancelled its own shares pursuant to the share cancellation policy approved at the Board of Directors meeting held on October 28, 2019. The details of the cancellation of the Company’s own shares subsequent to the balance sheet date are as follows:
| • Class of shares cancelled | Common shares |
|---|---|
| • Number of shares cancelled | 23,427,745 shares |
| • Cancellation date | January 20, 2023. |
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