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 2022
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Table of Contents
Table of Contents
Material Contained in this Report
| 1. | ORIX’s Third Quarter Consolidated Financial Results (April 1, 2021 – December 31, 2021) filed with the Tokyo Stock Exchange on Monday, February 7, 2022. |
|---|
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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 7, 2022 | By | /s/ Hitomaro Yano |
| Hitomaro Yano | ||
| Executive Officer<br><br><br>Head of Treasury and<br> <br>Accounting<br>Headquarters |
Table of Contents
Consolidated Financial Results
April 1, 2021 – December 31, 2021
February 7, 2022
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.
These documents may containforward-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 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 annual report on Form 20-F filed with the United States Securities and Exchange Commission.
The Company believes thatit 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 ADSs of the Company will be subject to special rules generally intended to eliminate any benefits from the deferralof 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 aresummarized 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
Table of Contents
Consolidated Financial Results from April 1, 2021 to December 31, 2021
(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, 2021
(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, 2021 | 1,868,113 | 12.2 | % | 282,119 | 45.6 | % | 316,689 | 51.1 | % | 211,341 | 48.8 | % | ||||||||
| December 31, 2020 | 1,665,694 | (3.0 | %) | 193,703 | (18.2 | %) | 209,581 | (40.2 | %) | 142,015 | (41.9 | %) |
“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥268,097 million for the nine months ended December 31, 2021 (year-on-year change was a 107.0% increase) and ¥129,493 million for the nine months ended December 31, 2020 (year-on-year change was a 43.1% decrease).
| Basic<br>Earnings Per Share | Diluted<br>Earnings Per Share | |||
|---|---|---|---|---|
| December 31, 2021 | 175.17 | 174.98 | ||
| December 31, 2020 | 114.27 | 114.17 | ||
| *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, 2021 | 14,091,160 | 3,244,765 | 3,147,960 | 22.3 | % | ||||
| March 31, 2021 | 13,563,082 | 3,103,144 | 3,028,456 | 22.3 | % | ||||
| *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, 2021 | — | 35.00 | — | 43.00 | 78.00 | |||||
| March 31, 2022 | — | 39.00 | — | — | — | |||||
| March 31, 2022 (Est.) | — | — | — | 39.00 | 78.00 | |||||
| *Note 3: | The annual dividend per share is planned to be an amount that a dividend payout ratio is computed at<br>33%, or the amount of 78 yen, whichever is higher. In the above, the minimum dividend has been stated. For details of dividend forecast for the fiscal year ending March 31, 2022, please refer to “Notice Regarding Revision of Consolidated<br>Earnings Forecast and Dividend Forecast for the Fiscal Year Ending March 31, 2022” announced on December 17, 2021. | |||||||||
| --- | --- |
3.Forecast for the Year Ending March 31, 2022 (Unaudited)
| Net Income<br>Attributable to<br>ORIX Corporation Shareholders | Year-on-Year<br>Change | ||||
|---|---|---|---|---|---|
| March 31, 2022 | 310,000 | 61.1 | % | ||
| *Note 4: | Although forward-looking statements in this document are based on information currently available to<br>ORIX 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 ( x ) No ( ) |
| 2. Other than those above | Yes ( ) No ( x ) |
| *Note 5: | For details, please refer to “2. Financial Information (6) Changes in Accounting Policies” on<br>page 14. |
| --- | --- |
(4) Number of Issued Shares (Ordinary Shares)
The number of issued shares, including treasury stock, was 1,285,724,480 as of December 31, 2021, and 1,285,724,480 as of March 31, 2021.
The number of treasury stock was 90,361,337 as of December 31, 2021, and 66,231,916 as of March 31,
The average number of outstanding shares was 1,206,467,458 for the nine months ended December 31, 2021, and 1,242,764,847 for the nine months ended December 31, 2020.
The Company’s shares held through the Board Incentive Plan Trust (2,142,248 shares as of December 31, 2021 and 2,154,248 shares as of March 31, 2021) 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.
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1. Summary of Consolidated Financial Results
(1) Financial Highlights
Financial Results for theNine Months Ended December 31, 2021
| Nine months<br>ended<br>December 31, 2020 | Nine months<br>ended<br>December 31, 2021 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percent | |||||||||
| Total Revenues | (millions of yen) | 1,665,694 | 1,868,113 | 202,419 | 12 | % | ||||
| Total Expenses | (millions of yen) | 1,471,991 | 1,585,994 | 114,003 | 8 | % | ||||
| Income before Income Taxes | (millions of yen) | 209,581 | 316,689 | 107,108 | 51 | % | ||||
| Net Income Attributable to ORIX Corporation Shareholders | (millions of yen) | 142,015 | 211,341 | 69,326 | 49 | % | ||||
| Earnings Per Share (Basic) | (yen) | 114.27 | 175.17 | 60.90 | 53 | % | ||||
| <br> (Diluted) | (yen) | 114.17 | 174.98 | 60.81 | 53 | % | ||||
| ROE (Annualized) *1 | (%) | 6.4 | 9.1 | 2.7 | — | |||||
| ROA (Annualized) *2 | (%) | 1.43 | 2.04 | 0.61 | — | |||||
| *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, 2021 to December 31, 2021)
Total revenues for the nine months ended December 31, 2021 (hereinafter, “the third consolidated period”) increased 12% to ¥1,868,113 million compared to ¥1,665,694 million during the same period of the previous fiscal year due to increases in services income, operating leases revenues, sales of goods and real estate, and gains on investment securities and dividends.
Total expenses increased 8% to ¥1,585,994 million compared to ¥1,471,991 million during the same period of the previous fiscal year due to increases in services expense, costs of operating leases, costs of goods and real estate sold, and selling, general and administrative expenses.
Equity in net income (loss) of affiliates increased 308% to ¥8,465 million compared to ¥2,077 million and gains on sales of subsidiaries and affiliates and liquidation losses, net increased 177% to ¥26,105 million compared to ¥9,436 million during the same period of the previous fiscal year.
Due to the above results, income before income taxes for the third consolidated period increased 51% to ¥316,689 million compared to ¥209,581 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders increased 49% to ¥211,341 million compared to ¥142,015 million during the same period of the previous fiscal year.
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Segment Information
Total segment profits for the third consolidated period increased 45% to ¥350,781 million compared to the same period of the previous fiscal year.
Since April 1, 2021, a portion of interest expenses, which were initially included in the difference between segment total profits and consolidated amounts, have been charged directly to its respective segments. In addition, a portion of selling, general and administrative expenses, which were initially recorded in each respective segment, have been included in the difference between segment total profits and consolidated amounts. Furthermore, a portion of the leasing business in the Environment and Energy segment was transferred to the Corporate Financial Services and Maintenance Leasing segment. As a result of these changes, segment assets information as of March 31, 2021 and segment profits information for the nine months ended December 31, 2020 have 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; Yayoi
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions ofyen) | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Profits | 50,442 | 71,068 | 20,626 | 41 | |||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | |||||||
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Assets | 1,676,063 | 1,637,034 | (39,029 | ) | (2 | ) |
Segment profits increased 41% to ¥71,068 million compared to the same period of the previous fiscal year. This increase was due to an increase in gains on investment securities and dividends resulting from the IPO of an investee, and an increase in operating leases revenues resulting from an increase in gains on sales of used cars in our automobile-related businesses and an increase in lending of electronic measuring instruments and ICT-related equipment in our rental business.
Segment assets decreased 2% to ¥1,637,034 million compared to the end of the previous fiscal year. This decrease was due to decreases in net investment in leases, installment loans, and investment in operating leases.
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Real Estate : Real estate development, rental and management; facility operations; real estate asset management
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 16,575 | 27,861 | 11,286 | 68 | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 872,095 | 888,077 | 15,982 | 2 |
Segment profits increased 68% to ¥27,861 million compared to the same period of the previous fiscal year. This increase was due to an increase in sales of real estate by DAIKYO INCORPORATED and its subsidiaries, and an increase in operating leases revenues resulting from sales of real estate under operating leases.
Segment assets increased 2% to ¥888,077 million compared to the end of the previous fiscal year. This increase was due to an increase in advances for finance lease and operating lease.
PE Investment and Concession : Private equity investment; concession
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||||
| Segment Profits | 4,580 | (10,243 | ) | (14,823 | ) | — | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||||
| Segment Assets | 378,698 | 356,907 | (21,791 | ) | (6 | ) |
Segment profits decreased by ¥14,823 million to losses of ¥10,243 million compared to the same period of the previous fiscal year. This decrease was due to the write-down of assets to be transferred in connection with the conclusion of asset transfer agreements scheduled to be executed during the three months ending March 31, 2022 at a certain investee, as well as the write-down of inventories at a certain investee. In addition, there was a decrease in equity in net income (loss) of affiliates at our three airports in Kansai in our concession business.
Segment assets decreased 6% to ¥356,907 million compared to the end of the previous fiscal year. This decrease was due to a decrease in inventories and property under facility operations at a certain investee.
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Environment and Energy : Domestic and overseas renewable energy; electric power retailing; ESCO services; sales of solar panels and electricity storage system; recycling and waste management
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions ofyen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 17,085 | 18,447 | 1,362 | 8 | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 489,174 | 696,957 | 207,783 | 42 |
Segment profits increased 8% to ¥18,447 million compared to the same period of the previous fiscal year. This increase was due to an increase in gains on sales of subsidiaries and affiliates resulting from the sales of investees, and an increase in equity in net income (loss) of affiliates at an investee, partially offset by the absence of bargain purchase gains recorded in the same period of the previous fiscal year resulting from the conversion of an investee involved in wind power generation business in India into a wholly owned subsidiary.
Segment assets increased 42% to ¥696,957 million compared to the end of the previous fiscal year. This increase was due to the recording of property under facility operations and goodwill resulting from the acquisition of a subsidiary.
Insurance : Life insurance
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions ofyen) | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Profits | 51,547 | 45,697 | (5,850 | ) | (11 | ) | |||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | |||||||
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Assets | 1,959,521 | 2,073,511 | 113,990 | 6 |
Despite an increase in life insurance premiums and related investment income at ORIX Life Insurance in line with an increase in insurance contracts, segment profits decreased 11% to ¥45,697 million compared to the same period of the previous fiscal year due to a decrease in reversal of policy liability reserve related to variable life insurance contracts at the former Hartford Life Insurance.
Segment assets increased 6% to ¥2,073,511 million compared to the end of the previous fiscal year. This increase was due to an increase in investment in securities.
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Banking and Credit : Banking and consumer finance
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Profits | 38,398 | 34,425 | (3,973 | ) | (10 | ) | |||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | |||||||
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Assets | 2,690,627 | 2,698,248 | 7,621 | 0 |
Segment profits decreased 10% to ¥34,425 million compared to the same period of the previous fiscal year. As the same period of the previous fiscal year was affected by sluggish demand for funds, provision for credit losses at ORIX Credit increased. In addition, there was an increase in advertising expenses.
Segment assets totaled ¥2,698,248 million, remaining relatively unchanged compared to the end of the previous fiscal year.
Aircraft and Ships : Aircraft leasing and management; ship-related finance and investment
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Profits | 4,344 | 3,210 | (1,134 | ) | (26 | ) | |||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | |||||||
| Amount<br>(millions of yen) | Percent<br>(%) | ||||||||
| Segment Assets | 601,762 | 645,870 | 44,108 | 7 |
Segment profits decreased 26% to ¥3,210 million compared to the same period of the previous fiscal year. This decrease was due to a decrease in equity in net income (loss) of affiliates, as Avolon Holdings Limited recorded losses, despite increases in services income and operating leases revenues in our ship-related businesses.
Segment assets increased 7% to ¥645,870 million compared to the end of the previous fiscal year. This increase was due to an increase in installment loans.
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ORIX USA : Finance, investment and asset management in the Americas
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 25,120 | 68,216 | 43,096 | 172 | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 1,220,081 | 1,336,869 | 116,788 | 10 |
Segment profits increased 172% to ¥68,216 million compared to the same period of the previous fiscal year. This increase was due to increases in gains on investment securities and dividends and gains on sales of subsidiaries and affiliates resulting from the sales of investees. In addition, there was a decrease in provision for credit losses.
Segment assets increased 10% to ¥1,336,869 million compared to the end of the previous fiscal year. This increase was due to an increase in installment loans.
ORIX Europe : Asset management of global equity and fixed income
| Nine months ended<br>December 31, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions of yen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 27,089 | 56,167 | 29,078 | 107 | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 369,546 | 405,055 | 35,509 | 10 |
Segment profits increased 107% to ¥56,167 million compared to the same period of the previous fiscal year. This increase was due to an increase in services income resulting from an increase in the average amount of assets under management.
Segment assets increased 10% to ¥405,055 million compared to the end of the previous fiscal year. This increase was due to an increase 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, 2020<br>(millions of yen) | Nine months ended<br>December 31, 2021<br>(millions ofyen) | Change | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Profits | 7,248 | 35,933 | 28,685 | 396 | ||||
| As of March 31, 2021<br>(millions of yen) | As of December 31, 2021<br>(millions of yen) | Change | ||||||
| Amount<br>(millions of yen) | Percent<br>(%) | |||||||
| Segment Assets | 1,084,222 | 1,213,353 | 129,131 | 12 |
Segment profits increased 396% to ¥35,933 million compared to the same period of the previous fiscal year. This increase was due to the absence of the recording of an impairment loss on an investment in an affiliate recorded in the same period of the previous fiscal year, and an increase in gains on sales of subsidiaries and affiliates resulting from the sales of investees. In addition, there was increases in finance revenues in China and South Korea and operating leases revenues in Australia.
Segment assets increased 12% to ¥1,213,353 million compared to the end of the previous fiscal year. This increase was due to increases in net investment in leases, installment loans and investment in operating leases in China, South Korea, and Australia. In addition, there was an increase in investment in affiliates in China.
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(2) Consolidated Financial Condition
Summary of Assets, Liabilities, Shareholders’ Equity
| As of March 31,<br>2021 | As of December 31,<br>2021 | Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percent | |||||||||
| Total Assets | (millions of yen) | 13,563,082 | 14,091,160 | 528,078 | 4 | % | ||||
| (Segment Assets) | 11,341,789 | 11,951,881 | 610,092 | 5 | % | |||||
| Total Liabilities | (millions of yen) | 10,459,938 | 10,846,395 | 386,457 | 4 | % | ||||
| (Short-term and Long-term <br>Debt) | 4,724,102 | 5,016,628 | 292,526 | 6 | % | |||||
| (Deposits) | 2,317,785 | 2,281,464 | (36,321 | ) | (2 | )% | ||||
| Shareholders’ Equity | (millions of yen) | 3,028,456 | 3,147,960 | 119,504 | 4 | % | ||||
| Shareholders’ Equity Per Share | (yen) | 2,487.77 | 2,638.20 | 150.43 | 6 | % | ||||
| 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 4% to ¥14,091,160 million compared to ¥13,563,082 million at the end of the previous fiscal year due to increases in installment loans, investment in securities, property under facility operations and other assets despite decreases in cash and cash equivalents, and trade notes, accounts and other receivable. In addition, segment assets increased 5% to ¥11,951,881 million compared to the end of the previous fiscal year.
Total liabilities increased 4% to ¥10,846,395 million compared to ¥10,459,938 million at the end of the previous fiscal year due to increases in short-term debt and policy liabilities and policy account balances despite decreases in long-term debt, deposits and trade notes, accounts and other payable.
Shareholders’ equity increased 4% to ¥3,147,960 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,<br>2021 | |||||
|---|---|---|---|---|---|---|
| Cash and Cash Equivalents | 951,242 | 896,039 | ||||
| Restricted Cash | 128,333 | 135,126 | ||||
| Net Investment in Leases | 1,029,518 | 1,052,017 | ||||
| Installment Loans | 3,670,784 | 3,851,697 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2021 | 63,272 million | |||||
| December 31, 2021 | 156,950 million | |||||
| Allowance for Credit Losses | (78,945 | ) | (79,116 | ) | ||
| Investment in Operating Leases | 1,408,189 | 1,410,656 | ||||
| Investment in Securities | 2,660,443 | 2,828,488 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2021 | 9,384 million | |||||
| December 31, 2021 | 17,414 million | |||||
| The amounts which are associated to available-for-sale debt securities are as follows: | ||||||
| March 31, 2021 | ||||||
| Amortized Cost | 2,026,767 million | |||||
| Allowance for Credit Losses | (120) million | |||||
| December 31, 2021 | ||||||
| Amortized Cost | 2,179,191 million | |||||
| Allowance for Credit Losses | (124) million | |||||
| Property under Facility Operations | 491,855 | 604,266 | ||||
| Investment in Affiliates | 887,764 | 934,927 | ||||
| Trade Notes, Accounts and Other Receivable | 354,334 | 308,829 | ||||
| Inventories | 142,156 | 138,022 | ||||
| Office Facilities | 246,399 | 239,687 | ||||
| Other Assets | 1,671,010 | 1,770,522 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2021 | 6,297 million | |||||
| December 31, 2021 | 5,269 million | |||||
| Total Assets | 13,563,082 | 14,091,160 | ||||
| Liabilities and Equity | ||||||
| Short-term Debt | 307,269 | 665,886 | ||||
| Deposits | 2,317,785 | 2,281,464 | ||||
| Trade Notes, Accounts and Other Payable | 260,712 | 226,494 | ||||
| Policy Liabilities and Policy Account Balances | 1,822,422 | 1,912,474 | ||||
| The amounts which are measured at fair value by electing the fair value option are as<br>follows: | ||||||
| March 31, 2021 | 266,422 million | |||||
| December 31, 2021 | 216,208 million | |||||
| Current and Deferred Income Taxes | 363,460 | 419,990 | ||||
| Long-term Debt | 4,416,833 | 4,350,742 | ||||
| Other Liabilities | 971,457 | 989,345 | ||||
| Total Liabilities | 10,459,938 | 10,846,395 | ||||
| Commitments and Contingent Liabilities | ||||||
| Common Stock | 221,111 | 221,111 | ||||
| Additional Paid-in Capital | 259,361 | 261,407 | ||||
| Retained Earnings | 2,744,588 | 2,856,748 | ||||
| Accumulated Other Comprehensive Income (Loss) | (84,650 | ) | (29,369 | ) | ||
| Treasury Stock, at Cost | (111,954 | ) | (161,937 | ) | ||
| Total ORIX Corporation Shareholders’ Equity | 3,028,456 | 3,147,960 | ||||
| Noncontrolling Interests | 74,688 | 96,805 | ||||
| Total Equity | 3,103,144 | 3,244,765 | ||||
| Total Liabilities and Equity | 13,563,082 | 14,091,160 |
All values are in Japanese Yen.
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| Note: | Breakdown of Accumulated Other Comprehensive Income (Loss) | |||||
|---|---|---|---|---|---|---|
| As of March 31,<br>2021 | As of December 31,<br>2021 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Accumulated Other Comprehensive Income (Loss) | ||||||
| Net unrealized gains (losses) on investment in securities | (16,208 | ) | (3,635 | ) | ||
| Debt valuation adjustments | 558 | 504 | ||||
| Defined benefit pension plans | (21,073 | ) | (20,906 | ) | ||
| Foreign currency translation adjustments | (36,456 | ) | 751 | |||
| Net unrealized gains (losses) on derivative instruments | (11,471 | ) | (6,083 | ) | ||
| Total | (84,650 | ) | (29,369 | ) |
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(2) Condensed Consolidated Statements of Income (Unaudited)
(millions of yen)
| Nine months<br>ended<br>December 31, 2020 | Nine months<br>ended<br>December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Revenues : | ||||||
| Finance revenues | 201,230 | 209,143 | ||||
| Gains on investment securities and dividends | 27,502 | 48,390 | ||||
| Operating leases | 296,520 | 340,968 | ||||
| Life insurance premiums and related investment income | 356,147 | 348,701 | ||||
| Sales of goods and real estate | 290,541 | 323,918 | ||||
| Services income | 493,754 | 596,993 | ||||
| Total Revenues | 1,665,694 | 1,868,113 | ||||
| Expenses : | ||||||
| Interest expense | 60,811 | 50,458 | ||||
| Costs of operating leases | 220,465 | 241,114 | ||||
| Life insurance costs | 265,278 | 263,004 | ||||
| Costs of goods and real estate sold | 247,138 | 285,160 | ||||
| Services expense | 313,393 | 356,548 | ||||
| Other (income) and expense | 15,007 | (8,762 | ) | |||
| Selling, general and administrative expenses | 334,928 | 378,524 | ||||
| Provision for credit losses | 10,166 | 4,670 | ||||
| Write-downs of long-lived assets | 591 | 15,068 | ||||
| Write-downs of securities | 4,214 | 210 | ||||
| Total Expenses | 1,471,991 | 1,585,994 | ||||
| Operating Income | 193,703 | 282,119 | ||||
| Equity in Net Income (Loss) of Affiliates | 2,077 | 8,465 | ||||
| Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, net | 9,436 | 26,105 | ||||
| Bargain Purchase Gain | 4,365 | 0 | ||||
| Income before Income Taxes | 209,581 | 316,689 | ||||
| Provision for Income Taxes | 64,266 | 100,961 | ||||
| Net Income | 145,315 | 215,728 | ||||
| Net Income Attributable to the Noncontrolling Interests | 3,323 | 4,387 | ||||
| Net Income (Loss) Attributable to the Redeemable Noncontrolling Interests | (23 | ) | 0 | |||
| Net Income Attributable to ORIX Corporation Shareholders | 142,015 | 211,341 |
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(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)
| (millions of yen) | ||||||
|---|---|---|---|---|---|---|
| Nine months<br>ended<br>December 31, 2020 | Nine months<br>ended<br>December 31, 2021 | |||||
| Net Income : | 145,315 | 215,728 | ||||
| Other comprehensive income (loss), net of tax: | ||||||
| Net change of unrealized gains (losses) on investment in securities | (4,227 | ) | 12,573 | |||
| Net change of debt valuation adjustments | (643 | ) | (54 | ) | ||
| Net change of defined benefit pension plans | 196 | 166 | ||||
| Net change of foreign currency translation adjustments | (11,617 | ) | 40,352 | |||
| Net change of unrealized gains (losses) on derivative instruments | 1,271 | 5,686 | ||||
| Total other comprehensive income (loss) | (15,020 | ) | 58,723 | |||
| Comprehensive Income | 130,295 | 274,451 | ||||
| Comprehensive Income Attributable to the Noncontrolling Interests | 1,105 | 6,354 | ||||
| Comprehensive Income (Loss) Attributable to the Redeemable NoncontrollingInterests | (303 | ) | 0 | |||
| Comprehensive Income Attributable to ORIX Corporation Shareholders | 129,493 | 268,097 |
(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) Changes in Accounting Policies
(Adoption of New Accounting Standards)
In December 2019, Accounting Standards Update 2019-12 (“Simplifying the Accounting for Income Taxes”—ASC 740 (“Income Taxes”)) was issued. This update removes the exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, the exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and other exceptions. This update also simplifies certain other elements of the accounting for income taxes. The income tax simplifications related to changes in ownership of foreign equity method investments and foreign subsidiaries shall be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The other amendments in this update shall be applied on a retrospective basis to all periods presented, or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, or on a prospective basis. The Company and its subsidiaries adopted this update on April 1, 2021. The effects of adopting this update on the Company and its subsidiaries’ financial position at the adoption date were a decrease of ¥215 million in current and deferred income taxes and an increase of ¥215 million in retained earnings in the consolidated balance sheets. There is no material effect on the Company and its subsidiaries’ results of operation and financial position as of and for the nine months ended December 31, 2021 by adopting this update, as compared to the guidance that was in effect before the change.
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(7) Segment Information (Unaudited)
Segment Information by Sector
| (millions of yen) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months ended<br>December 31, 2020 | Nine Months ended<br>December 31, 2021 | March 31,<br>2021 | December 31,2021 | |||||||||||||
| Segment<br>Revenues | Segment<br>Profits | Segment<br>Revenues | Segment<br>Profits | Segment<br>Assets | Segment<br>Assets | |||||||||||
| Corporate Financial Services and Maintenance Leasing | 319,528 | 50,442 | 337,945 | 71,068 | 1,676,063 | 1,637,034 | ||||||||||
| Real Estate | 253,921 | 16,575 | 294,257 | 27,861 | 872,095 | 888,077 | ||||||||||
| PE Investment and Concession | 243,903 | 4,580 | 281,009 | (10,243 | ) | 378,698 | 356,907 | |||||||||
| Environment and Energy | 102,594 | 17,085 | 107,167 | 18,447 | 489,174 | 696,957 | ||||||||||
| Insurance | 359,208 | 51,547 | 352,192 | 45,697 | 1,959,521 | 2,073,511 | ||||||||||
| Banking and Credit | 63,071 | 38,398 | 65,019 | 34,425 | 2,690,627 | 2,698,248 | ||||||||||
| Aircraft and Ships | 22,569 | 4,344 | 29,305 | 3,210 | 601,762 | 645,870 | ||||||||||
| ORIX USA | 95,084 | 25,120 | 122,697 | 68,216 | 1,220,081 | 1,336,869 | ||||||||||
| ORIX Europe | 116,759 | 27,089 | 171,017 | 56,167 | 369,546 | 405,055 | ||||||||||
| Asia and Australia | 92,818 | 7,248 | 108,878 | 35,933 | 1,084,222 | 1,213,353 | ||||||||||
| Segment Total | 1,669,455 | 242,428 | 1,869,486 | 350,781 | 11,341,789 | 11,951,881 | ||||||||||
| Difference between Segment Total and Consolidated Amounts | (3,761 | ) | (32,847 | ) | (1,373 | ) | (34,092 | ) | 2,221,293 | 2,139,279 | ||||||
| Consolidated Amounts | 1,665,694 | 209,581 | 1,868,113 | 316,689 | 13,563,082 | 14,091,160 | ||||||||||
| Note 1: | The Company evaluates the performance of segments based on income before income taxes, adjusted for net income<br>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, 2021, a portion of interest expenses, which were initially included in the difference between<br>segment total profits and consolidated amounts, have been charged directly to its respective segments. In addition, a portion of selling, general and administrative expenses, which were initially recorded in each respective segment, have been<br>included in the difference between segment total profits and consolidated amounts. Furthermore, a portion of the leasing business in the Environment and Energy segment was transferred to the Corporate Financial Services and Maintenance Leasing<br>segment. As a result of these changes, segment assets information as of March 31, 2021 and financial information of the segments for the nine months ended December 31, 2020 has been retrospectively restated. | |||||||||||||||
| Note 3: | Inter-segment transactions are included in segment revenues, and eliminations of inter-segment transactions are included<br>in difference between segment total and consolidated amounts. |
(8) Subsequent Events
The company had cancelled its own shares pursuant to the policy regarding cancellation of its own shares approved by the resolution 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 | 27,447,393 shares |
| • Cancellation date | January 20, 2022 |
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