6-K 1 d313526d6k.htm FORM 6-K FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 OF

THE SECURITIES EXCHANGE Act of 1934

For the month of February 2021

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

World Trade Center Bldg., 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 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  ☒

 

 

 


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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 8, 2021

  By  

/s/ SHOJI TANIGUCHI

   

Shoji Taniguchi

   

Member of the Board of Directors

   

Senior Managing Executive Officer

   

Responsible for Treasury and Accounting Headquarters

   

Responsible for Enterprise Risk Management Headquarters

   

Responsible for Corporate Communications Department

   

Assistant to CEO

   

ORIX Corporation


Table of Contents

 

Consolidated Financial Results

April 1, 2020 – December 31, 2020

 

February 8, 2021

In preparing its consolidated financial information, ORIX Corporation (the “Company”) and its subsidiaries have complied with generally accepted accounting principles in the United States of America.

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.

The Company believes that 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. In addition, 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 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

World Trade Center Building, 2-4-1 Hamamatsu-cho, Minato-ku, Tokyo 105-6135

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, 2020 to December 31, 2020

(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, 2020

(1) Performance Highlights - Operating Results (Unaudited)

(millions of yen)*1

 

    Total
Revenues
    Year-on-Year
Change
    Operating
Income
    Year-on-Year
Change
    Income before
Income  Taxes
    Year-on-Year
Change
    Net Income
Attributable to
ORIX  Corporation
Shareholders
    Year-on-Year
Change
 

December 31, 2020

    1,665,694       (3.0 %)      193,703       (18.2 %)      209,581       (40.2 %)      142,015       (41.9 %) 

December 31, 2019

    1,717,785       (4.4 %)      236,722       (8.3 %)      350,458       18.7     244,319       3.4

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥129,493 million for the nine months ended December 31, 2020 (year-on-year change was a 43.1% decrease) and ¥227,756 million for the nine months ended December 31, 2019 (year-on-year change was a 0.7% decrease).

 

     Basic
Earnings Per  Share
     Diluted
Earnings Per  Share
 

December 31, 2020

     114.27        114.17  

December 31, 2019

     190.99        190.82  

 

*Note 1:

Unless otherwise stated, all amounts shown herein are in millions of Japanese yen, except for Per Share and dividend amounts, which are in single yen.

(2) Performance Highlights - Financial Position (Unaudited)

 

     Total
Assets
     Total
Equity
     Shareholders’
Equity
     Shareholders’
Equity Ratio
 

December 31, 2020

     13,324,491        3,002,214        2,938,261        22.1

March 31, 2020

     13,067,528        3,065,835        2,993,608        22.9

 

*Note 2:

“Shareholders’ Equity” refers to “Total ORIX Corporation Shareholders’ Equity.”

“Shareholders’ Equity Ratio” is the ratio of “Total ORIX Corporation Shareholders’ Equity” to “Total Assets.”

2. Dividends (Unaudited)

 

     First
Quarter-end
     Second
Quarter-end
     Third
Quarter-end
     Year-end      Total  

March 31, 2020

     —          35.00        —          41.00        76.00  

March 31, 2021

     —          35.00        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

March 31, 2021 (Est.)

     —          —          —          41.00        76.00  

 

*Note 3:

For details of dividend forecast for the fiscal year ending March 31, 2021, please refer to “Notice Regarding Interim Dividend and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2021” announced on November 2, 2020.

3. Forecast for the Year Ending March 31, 2021 (Unaudited)

 

     Net Income
Attributable  to
ORIX Corporation Shareholders
     Year-on-Year
Change
 

March 31, 2021

     190,000        (37.2 %) 

 

*Note 4:

Although forward-looking statements in this document are based on information currently available to, and 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.

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 (                                 )

    

Exclusion - None (                                     )

 
(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 page 14.

(4) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,313,954,980 as of December 31, 2020, and 1,324,629,128 as of March 31, 2020.

2. The number of treasury stock was 91,332,186 as of December 31, 2020, and 68,680,644 as of March 31, 2020.

3. The average number of outstanding shares was 1,242,764,847 for the nine months ended December 31, 2020, and 1,279,195,980 for the nine months ended December 31, 2019.

The Company’s shares held through the Board Incentive Plan Trust (2,197,628 shares as of December 31, 2020 and 1,476,828 shares as of March 31, 2020) 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.

 

- 1 -


Table of Contents

1. Summary of Consolidated Financial Results

(1) Financial Highlights

Financial Results for the Nine Months Ended December 31, 2020

 

        Nine  months
ended
December 31, 2019
     Nine  months
ended
December 31, 2020
     Change  
         Amount     Percent  

Total Revenues

  (millions of yen)     1,717,785        1,665,694        (52,091     (3 )% 

Total Expenses

  (millions of yen)     1,481,063        1,471,991        (9,072     (1 )% 

Income before Income Taxes

  (millions of yen)     350,458        209,581        (140,877     (40 )% 

Net Income Attributable to ORIX Corporation Shareholders

  (millions of yen)     244,319        142,015        (102,304     (42 )% 

Earnings Per Share (Basic)

  (yen)     190.99        114.27        (76.72     (40 )% 

(Diluted)

  (yen)     190.82        114.17        (76.65     (40 )% 

ROE (Annualized) *1

  (%)     11.0        6.4        (4.6     —    

ROA (Annualized) *2

  (%)     2.60        1.43        (1.17     —    

 

*Note 1:

ROE is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average ORIX Corporation Shareholders’ Equity.

*Note 2:

ROA is calculated based on Net Income Attributable to ORIX Corporation Shareholders.

Overview of Business Performance (April 1, 2020 to December 31, 2020)

Total revenues for the nine months ended December 31, 2020 (hereinafter, “the third consolidated period”) decreased 3% to ¥1,665,694 million compared to ¥1,717,785 million during the same period of the previous fiscal year due to decreases in services income, and operating leases revenues despite increases in life insurance premiums and related investment income, and sales of goods and real estate.

Total expenses decreased 1% to ¥1,471,991 million compared to ¥1,481,063 million during the same period of the previous fiscal year due to decreases in interest expense, and services expense despite an increase in life insurance costs.

In addition, equity in net income of affiliates decreased 96% to ¥2,077 million compared to ¥54,226 million and gains on sales of subsidiaries and affiliates and liquidation losses, net decreased 84% to ¥9,436 million compared to ¥58,488 million during the same period of the previous fiscal year.

Due to the above results and the impact of COVID-19, income before income taxes for the third consolidated period decreased 40% to ¥209,581 million compared to ¥350,458 million during the same period of the previous fiscal year and net income attributable to ORIX Corporation shareholders decreased 42% to ¥142,015 million compared to ¥244,319 million during the same period of the previous fiscal year.

 

- 2 -


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Segment Information

Total segment profits for the third consolidated period decreased 38% to ¥231,430 million compared to the same period of the previous fiscal year.

Since April 1, 2020, the operating segments regularly reviewed by the chief operating decision maker to make decisions about resource allocations and assess performance have been changed, resulting in a reorganization of our reportable segments. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Since April 1, 2020, the selling, general and administrative expenses that should be borne by the ORIX Group, which were initially charged to its respective segments, have been included in the difference between segment total profits and consolidated amounts. As a result of this change, segment data for the nine months ended December 31, 2019 has been retrospectively restated.

Since April 1, 2020, Accounting Standards Update 2016-13 (“Measurement of Credit Losses on Financial Instruments”—ASC 326 (“Financial Instruments—Credit Losses”)) (hereinafter, “Credit Losses Standard”) has been adopted. For further information, see “(6) Changes in Accounting Policies - (Adoption of New Accounting Standards)”.

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 IT-related equipment; Yayoi

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of  yen)
    Percent
(%)
 

Segment Revenues

   321,201         318,673        (2,528     (1

Segment Profits

   49,797      41,191            (8,606     (17
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

   1,789,693         1,690,586        (99,107 )        (6

Segment revenues decreased 1% to ¥318,673 million compared to the same period of the previous fiscal year. This decrease was due to lower finance revenues resulting from a decrease in financial assets and lower sales of goods, despite an increase in services income from investees in our corporate financial services business and Yayoi Co., Ltd.

Due to the above-mentioned reasons as well as increases in costs of operating leases and services expense, and the absence of bargain purchase gains recorded in relation to companies acquired in our corporate financial services business during the nine months ended December 31, 2019, segment profits decreased 17% to ¥41,191 million compared to the same period of the previous fiscal year.

Segment assets decreased 6% to ¥1,690,586 million compared to the end of the previous fiscal year. This decrease was mainly 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

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of  yen)
    Percent
(%)
 

Segment Revenues

      332,859         253,921        (78,938     (24

Segment Profits

   57,958      15,603        (42,355     (73
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

      821,194           834,678           13,484       2  

Our operating facilities have experienced temporary closure and low occupancy rates during the third consolidated period due to the impact of the COVID-19 pandemic. Consequently, services income from our facility operations business decreased. Also, DAIKYO INCORPORATED and its subsidiaries experienced a decrease in services income from real estate contract work due to the dissipation of increased last-minute demand before the consumption tax hike in Japan during the same period of the previous year, as well as a decrease in sales of real estate. In addition, there was a decrease in gains on sales of real estate under operating leases. As a result, segment revenues decreased 24% to ¥253,921 million compared to the same period of the previous fiscal year.

Due to the above-mentioned reasons as well as the absence of gains on the sale of a subsidiary which operates senior housings, which had been recorded during the nine months ended December 31, 2019, segment profits decreased 73% to ¥15,603 million compared to the same period of the previous fiscal year despite a decrease in services expense from our facility operations business.

Investment in operating leases decreased due to the sales of real estate under operating leases. However, this decrease was offset by increases in inventories and advances for finance lease and operating lease. As a result, segment assets increased 2% to ¥834,678 million compared to the end of the previous fiscal year.

PE Investment and Concession: Private equity investment and concession

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of  yen)
    Percent
(%)
 

Segment Revenues

      223,891         243,903        20,012       9  

Segment Profits

   43,656      4,257        (39,399     (90
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

   322,522           398,970           76,448       24  

Segment revenues increased 9% to ¥243,903 million compared to the same period of the previous fiscal year. This increase was primarily due to the increase in sales of goods by our investees, despite a decrease in services income resulting from the sale of a subsidiary during the previous fiscal year.

Due to the impact of COVID-19, the number of passengers and flights at our three airports in Kansai decreased substantially, resulting in a decrease in equity in net income of affiliates in our concession business. Also, due to the absence of gains on the sale of a subsidiary which had been recorded during the nine months ended December 31, 2019, in our private equity business, segment profits decreased 90% to ¥4,257 million compared to the same period of the previous fiscal year.

Segment assets increased 24% to ¥398,970 million compared to the end of the previous fiscal year. This was mainly due to increases in goodwill and investment in operating leases associated with the acquisition of subsidiaries during the fiscal quarter ended December 31, 2020.

 

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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

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of  yen)
    Percent
(%)
 

Segment Revenues

   112,912      103,448        (9,464     (8

Segment Profits

   11,585      17,794        6,209        54  
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

        478,796            479,280        484       0  

Segment revenues decreased 8% to ¥103,448 million compared to the same period of the previous fiscal year due to a decrease in services income resulting from the decrease in electricity sales.

Segment profits increased 54% to ¥17,794 million compared to the same period of the previous fiscal year. This increase was primarily due to a decrease in services expense, and the recording of bargain purchase gains resulting from the conversion of an investee involved in wind power generation business in India into a wholly owned subsidiary.

Segment assets totaled ¥479,280 million, remaining substantially unchanged compared to the end of the previous fiscal year.

 

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Insurance: Life insurance

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
    Change  
  Amount
  (millions  of yen)  
     Percent 
(%)
 

Segment Revenues

      293,296         359,208               65,912            22   

Segment Profits

   43,577      50,663       7,086       16  
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
    Change  
  Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

      1,580,158         1,887,966          307,808          19  

Segment revenues increased 22% to ¥359,208 million compared to the same period of the previous fiscal year. This increase was due to an increase in life insurance premiums in line with an increase in new insurance contracts, as well as an increase in life insurance related investment income from variable life insurance contracts.

Due to the above-mentioned reasons as well as the recording of reversals of policy liability reserves due to the reduction of minimal guarantee risk related to variable life insurance contracts, etc., segment profits increased 16% to ¥50,663 million compared to the same period of the previous fiscal year.

Segment assets increased 19% to ¥1,887,966 million compared to the end of the previous fiscal year due to an increase in investment in securities.

Banking and Credit: Banking and consumer finance

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
    Change  
  Amount
  (millions  of yen)  
     Percent 
(%)
 

Segment Revenues

      62,830         63,071         241            0   

Segment Profits

   29,441      36,959       7,518       26  
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
    Change  
  Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

      2,603,736         2,707,265             103,529       4  

Segment revenues totaled ¥63,071 million, remaining substantially unchanged compared to the same period of the previous fiscal year. This was primarily due to increased services income generated from the mortgage bank business of ORIX Credit and increased finance revenues derived from real estate investment loans in our banking business offset by a decrease in finance revenues of ORIX Credit.

Segment profits increased 26% to ¥36,959 million compared to the same period of the previous fiscal year resulting from a decrease in provision for credit losses during the third consolidated period, which was primarily due to the impacts of a decrease in new executions as well as low default rates in ORIX Credit.

Segment assets increased 4% to ¥2,707,265 million compared to the end of the previous fiscal year due to an increase in the balance of real estate investment loans in our banking business.

 

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Table of Contents

Aircraft and Ships: Aircraft leasing and management; ship-related finance and investment

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months ended
December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of  yen)
     Percent 
(%)
 

Segment Revenues

   46,392      22,569        (23,823     (51

Segment Profits

   33,294      3,116        (30,178     (91
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

      585,304           559,971        (25,333     (4

Segment revenues decreased 51% to ¥22,569 million compared to the same period of the previous fiscal year. This was due to a decrease in operating leases revenues resulting from decreases in both the number of aircraft owned and the number of aircraft sold, a decrease in fee income resulting from the decrease in the number of aircraft sold to investors in our aircraft leasing business, and the absence of gains on sales of ships, which had been recorded during the nine months ended December 31, 2019.

With the above-mentioned reasons and a decrease in equity in net income of affiliates from Avolon Holdings Limited, segment profits decreased 91% to ¥3,116 million compared to the same period of the previous fiscal year.

Segment assets decreased 4% to ¥559,971 million compared to the end of the previous fiscal year. The decrease was mainly due to a decrease in installment loans in our ship-related business and a decrease in investment in affiliates in our aircraft leasing business.

ORIX USA: Finance, investment and asset management in the Americas

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months ended
December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of  yen)
     Percent 
(%)
 

Segment Revenues

   100,054      95,084        (4,970     (5

Segment Profits

   50,289      27,548        (22,741     (45
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
     Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

   1,374,027         1,235,854        (138,173     (10

Segment revenues decreased 5% to ¥95,084 million compared to the same period of the previous fiscal year. The decrease was due to a decrease in services income resulting from a sale of an asset management-related business line during the fiscal quarter ended June 30, 2020, despite an increase in finance revenues resulting from an increase in the number of new executions in our real estate loan origination and servicing business..

Due to the above-mentioned reasons as well as the absence of gains on sales of equities of Houlihan Lokey, Inc., etc., which had been recorded during the nine months ended December 31, 2019, segment profits decreased 45% to ¥27,548 million compared to the same period of the previous fiscal year.

Segment assets decreased 10% to ¥1,235,854 million compared to the end of the previous fiscal year due to a decrease in installment loans.

 

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Table of Contents

ORIX Europe: Equity and fixed income asset management

 

    

Nine months ended

December 31, 2019

(millions of yen)

  Nine months  ended
December 31, 2020
(millions of yen)
    Change  
  Amount
(millions of  yen)
     Percent 
(%)
 

Segment Revenues

      117,923        116,759              (1,164        (1

Segment Profits

   25,112     25,916       804       3  
    

As of March 31, 2020

(millions of yen)

  As of December 31, 2020
(millions of yen)
    Change  
  Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

      317,847     337,172       19,325       6  

Despite an increase in gains on investment securities and dividends, segment revenues decreased 1% to ¥116,759 million compared to the same period of the previous fiscal year due to a decrease in services income, which was associated with pervasive price declines in the equity markets during the fiscal quarter ended March 31, 2020, resulting in a lower average amount of assets under management during the third consolidated period, compared to the same period of the previous fiscal year.

Segment profits increased 3% to ¥25,916 million compared to the same period of the previous fiscal year due to a decrease in selling, general and administrative expenses.

Segment assets increased 6% to ¥337,172 million compared to the end of the previous fiscal year. This was mainly due to an increase in investment in securities, as well as increases in goodwill, intangible assets acquired in business combinations due to the effect of changes in foreign exchange rates.

Asia and Australia: Finance and investment businesses in Asia and Australia

 

    

Nine months ended

December 31, 2019

(millions of yen)

   Nine months  ended
December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of  yen)
     Percent 
(%)
 

Segment Revenues

      106,337         92,818        (13,519       (13

Segment Profits

   26,076      8,383        (17,693     (68
    

As of March 31, 2020

(millions of yen)

   As of December 31, 2020
(millions of yen)
     Change  
   Amount
(millions of yen)
    Percent
(%)
 

Segment Assets

   1,010,268         1,017,211        6,943       1  

Segment revenues decreased 13% to ¥92,818 million compared to the same period of the previous fiscal year. The decrease was due to decreases in services income and finance revenues, as well as the absence of gains on investment securities of an investee in Asia, which had been recorded during the nine months ended December 31, 2019.

In addition to the above-mentioned reasons, despite the recognition of gains on sales of subsidiaries and affiliates in Asia, equity in net income of affiliates decreased due to the recording of an impairment loss on an investment in an affiliate. As a result, segment profits decreased 68% to ¥8,383 million compared to the same period of the previous fiscal year.

Despite decreases in investment in affiliates and net investment in leases, segment assets increased 1% to ¥1,017,211 million compared to the end of the previous fiscal year due to the effect of changes in foreign exchange rates.

 

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Table of Contents

(2) Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

           As of March  31,
2020
     As of December  31,
2020
     Change  
   Amount     Percent  

Total Assets

     (millions of yen     13,067,528        13,324,491        256,963       2

(Segment Assets)

       10,883,545        11,148,953        265,408       2

Total Liabilities

     (millions of yen     9,991,362        10,322,277        330,915       3

(Short-term and Long-term Debt)

       4,616,186        4,707,945        91,759       2

(Deposits)

       2,231,703        2,341,173        109,470       5

Shareholders’ Equity

     (millions of yen     2,993,608        2,938,261        (55,347     (2 )% 

Shareholders’ Equity Per Share

     (yen)       2,386.35        2,407.57        21.22       1

 

Notes:

  

1. Shareholders’ Equity refers to ORIX Corporation Shareholders’ Equity based on U.S. GAAP.

  

2. Shareholders’ Equity Per Share is calculated using total ORIX Corporation Shareholders’ Equity.

Total assets increased 2% to ¥13,324,491 million compared to ¥13,067,528 million at the end of the previous fiscal year due to an increase in investment in securities despite decreases in net investment in leases, installment loans and investment in affiliates, and furthermore, an increase in allowance for credit losses compared to allowance for doubtful receivables on finance leases and probable loan losses as of the end of the previous fiscal year as a result of the adoption the Credit Losses Standard. In addition, segment assets increased 2% to ¥11,148,953 million compared to the end of the previous fiscal year.

Total liabilities increased 3% to ¥10,322,277 million compared to ¥9,991,362 million at the end of the previous fiscal year due to increases in deposits, short-term and long-term debt, and policy liabilities and policy account balances despite a decrease in trade notes, accounts and other payable.

Shareholders’ equity decreased 2% to ¥2,938,261 million compared to the end of the previous fiscal year.

 

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Table of Contents

2. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets

   As of March 31,
2020
    As of December
31, 2020
 

Cash and Cash Equivalents

     982,666       998,058  

Restricted Cash

     152,618       134,980  

Net Investment in Leases

     1,080,964       1,033,515  

Installment Loans

     3,740,486       3,699,810  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2020

   ¥90,893 million     

December 31, 2020

   ¥97,321 million     

Allowance for Doubtful Receivables on Finance Leases and Probable Loan Losses

     (56,836     0  

Allowance for Credit Losses

     0       (80,866

Investment in Operating Leases

     1,400,001       1,401,071  

Investment in Securities

     2,245,323       2,546,696  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2020

   ¥25,295 million     

December 31, 2020

   ¥8,772 million     

The amounts which are associated to available-for-sale debt securities are as follows:

    

December 31, 2020

       

Amortized Cost

   ¥1,905,978 million     

Allowance for Credit Losses

   ¥0 million     

Property under Facility Operations

     562,485       568,976  

Investment in Affiliates

     821,662       774,404  

Trade Notes, Accounts and Other Receivable

     312,744       294,615  

Inventories

     126,013       147,343  

Office Facilities

     203,930       222,509  

Other Assets

     1,495,472       1,583,380  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2020

   ¥18,206 million     

December 31, 2020

   ¥7,293 million     
     

 

 

   

 

 

 

Total Assets

     13,067,528       13,324,491  
  

 

 

   

 

 

 

Liabilities and Equity

            

Short-term Debt

     336,832       371,455  

Deposits

     2,231,703       2,341,173  

Trade Notes, Accounts and Other Payable

     282,727       212,617  

Policy Liabilities and Policy Account Balances

     1,591,475       1,765,677  

The amounts which are measured at fair value by electing the fair value option are as follows:

    

March 31, 2020

   ¥300,739 million     

December 31, 2020

   ¥290,273 million     

Current and Deferred Income Taxes

     356,350       367,997  

Long-term Debt

     4,279,354       4,336,490  

Other Liabilities

     912,921       926,868  
  

 

 

   

 

 

 

Total Liabilities

     9,991,362       10,322,277  
  

 

 

   

 

 

 

Redeemable Noncontrolling Interests

     10,331       0  
  

 

 

   

 

 

 

Commitments and Contingent Liabilities

    

Common Stock

     221,111       221,111  

Additional Paid-in Capital

     257,638       242,845  

Retained Earnings

     2,754,461       2,758,457  

Accumulated Other Comprehensive Income (Loss)

     (118,532     (131,054

Treasury Stock, at Cost

     (121,070     (153,098
  

 

 

   

 

 

 

Total ORIX Corporation Shareholders’ Equity

     2,993,608       2,938,261  

Noncontrolling Interests

     72,227       63,953  
  

 

 

   

 

 

 

Total Equity

     3,065,835       3,002,214  
  

 

 

   

 

 

 

Total Liabilities and Equity

     13,067,528       13,324,491  
  

 

 

   

 

 

 

 

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Table of Contents
Note 1:

Breakdowns of Accumulated Other Comprehensive Income (Loss)

 

     As of March 31,
2020
    As of December 31,
2020
 

Accumulated Other Comprehensive Income (Loss)

                                                         

Net unrealized gains on investment in securities

     (5,001     (9,254

Debt valuation adjustments

     1,457       814  

Defined benefit pension plans

     (26,375     (26,176

Foreign currency translation adjustments

     (72,471     (81,446

Net unrealized losses on derivative instruments

     (16,142     (14,992
  

 

 

   

 

 

 

Total

     (118,532     (131,054
  

 

 

   

 

 

 

 

Note  2:

Credit Losses Standard has been adopted since April 1, 2020, and the amounts of allowance for doubtful receivables on finance leases and probable loan losses have been reclassified to allowance for credit losses. For further information, see “(6) Changes in Accounting Policies - (Adoption of New Accounting Standards)”.

Note  3:

Allowance for credit losses of loans to affiliates are recorded in investment in affiliates since the second quarter of fiscal 2021. Before fiscal 2020, there were no allowance for doubtful receivables on loans to affiliates.

 

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Table of Contents

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

     Nine  months
ended
December 31, 2019
     Nine  months
ended
December 31, 2020
 
Revenues :                                                    

Finance revenues

     205,630        201,230  

Gains on investment securities and dividends

     27,666        27,502  

Operating leases

     321,428        296,520  

Life insurance premiums and related investment income

     290,656        356,147  

Sales of goods and real estate

     280,127        290,541  

Services income

     592,278        493,754  
  

 

 

    

 

 

 

Total Revenues

     1,717,785        1,665,694  
  

 

 

    

 

 

 
Expenses :      

Interest expense

     74,006        60,811  

Costs of operating leases

     215,587        220,465  

Life insurance costs

     209,137        265,278  

Costs of goods and real estate sold

     245,747        247,138  

Services expense

     367,521        313,393  

Other (income) and expense

     14,997        15,007  

Selling, general and administrative expenses

     337,754        334,928  

Provision for doubtful receivables and probable loan losses

     15,724        0  

Provision for credit losses

     0        10,166  

Write-downs of long-lived assets

     554        591  

Write-downs of securities

     36        4,214  
  

 

 

    

 

 

 

Total Expenses

     1,481,063        1,471,991  
  

 

 

    

 

 

 

Operating Income

     236,722        193,703  

Equity in Net Income of Affiliates

     54,226        2,077  

Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, net

     58,488        9,436  

Bargain Purchase Gain

     1,022        4,365  
  

 

 

    

 

 

 

Income before Income Taxes

     350,458        209,581  

Provision for Income Taxes

     102,649        64,266  
  

 

 

    

 

 

 

Net Income

     247,809        145,315  
  

 

 

    

 

 

 

Net Income Attributable to the Noncontrolling Interests

     3,131        3,323  
  

 

 

    

 

 

 

Net Income (Loss) Attributable to the Redeemable Noncontrolling Interests

     359        (23
  

 

 

    

 

 

 

Net Income Attributable to ORIX Corporation Shareholders

     244,319        142,015  
  

 

 

    

 

 

 

 

Note 1:

Credit Losses Standard has been adopted since April 1, 2020 and the amounts of provision for doubtful receivables and probable loan losses have been reclassified to provision for credit losses. For further information, see “(6) Changes in Accounting Policies — (Adoption of New Accounting Standards)”

Note 2:

Provision for credit losses of loans to affiliates are recorded in equity in net income of affiliates since the second quarter of fiscal 2021.

 

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Table of Contents

(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

      (millions of yen)  
     Nine months
ended
December 31, 2019
    Nine  months
ended
December 31, 2020
 

Net Income :

     247,809       145,315  
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

                                                  

Net change of unrealized gains (losses) on investment in securities

     1,277       (4,227

Net change of debt valuation adjustments

     136       (643

Net change of defined benefit pension plans

     492       196  

Net change of foreign currency translation adjustments

     (16,585     (11,617

Net change of unrealized gains (losses) on derivative instruments

     (3,560     1,271  

Total other comprehensive income (loss)

     (18,240     (15,020
  

 

 

   

 

 

 

Comprehensive Income

     229,569       130,295  
  

 

 

   

 

 

 

Comprehensive Income Attributable to the Noncontrolling Interests

     1,584       1,105  
  

 

 

   

 

 

 

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests

     229       (303
  

 

 

   

 

 

 

Comprehensive Income Attributable to ORIX Corporation Shareholders

     227,756       129,493  
  

 

 

   

 

 

 

(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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Table of Contents

(6) Changes in Accounting Policies

(Adoption of New Accounting Standards)

In June 2016, the Credit Losses Standard was issued, and related amendments were issued thereafter. These updates significantly change how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss model requires companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are within the scope of these updates. These updates also make targeted amendments to the current impairment model for available-for-sale debt securities. The Company and its subsidiaries adopted these updates on April 1, 2020 through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. The allowance for credit losses for financial assets such as installment loans, net investment in leases and off-balance-sheet credit exposures such as financial guarantees and loan commitments was increased due to the changes of the measurement of the allowance for credit losses. The effect of the adoption of these updates on the Company and its subsidiaries’ financial position at the adoption date was an increase of ¥ 31,745 million in the allowance for credit losses for financial assets, an increase of ¥ 28,294 million in other liabilities related to off-balance sheet credit exposures and a decrease of ¥ 42,855 million in retained earnings in the consolidated balance sheets as of April 1, 2020.

In January 2017, Accounting Standards Update 2017-04 (“Simplifying the Test for Goodwill Impairment” — ASC 350 (“Intangible — Goodwill and Other”)) was issued. This Update eliminates Step 2 from the conventional two-step goodwill impairment test. Instead, goodwill impairments would be measured by the amount by which the carrying amount exceeds the reporting unit’s fair value. This Update also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it is more likely than not that the goodwill is impaired, to perform Step 2 of the goodwill impairment test. The Company and its subsidiaries adopted this Update on April 1, 2020. Generally, the effect of adopting this Update on the Company and its subsidiaries’ results of operation or financial position will depend on the outcomes of future goodwill impairment tests.

 

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Table of Contents

(7) Segment Information (Unaudited)

Segment Information by Sector

 

           (millions of yen)  
     Nine Months ended
December 31, 2019
    Nine Months ended
December 31, 2020
    March
31,  2020
     December 31,
2020
 
     Segment
Revenues
     Segment
Profits
    Segment
Revenues
    Segment
Profits
    Segment
Assets
     Segment
Assets
 

Corporate Financial Services and Maintenance Leasing

     321,201        49,797       318,673       41,191       1,789,693        1,690,586  

Real Estate

     332,859        57,958       253,921       15,603       821,194        834,678  

PE Investment and Concession

     223,891        43,656       243,903       4,257       322,522        398,970  

Environment and Energy

     112,912        11,585       103,448       17,794       478,796        479,280  

Insurance

     293,296        43,577       359,208       50,663       1,580,158        1,887,966  

Banking and Credit

     62,830        29,441       63,071       36,959       2,603,736        2,707,265  

Aircraft and Ships

     46,392        33,294       22,569       3,116       585,304        559,971  

ORIX USA

     100,054        50,289       95,084       27,548       1,374,027        1,235,854  

ORIX Europe

     117,923        25,112       116,759       25,916       317,847        337,172  

Asia and Australia

     106,337        26,076       92,818       8,383       1,010,268        1,017,211  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Segment Total

     1,717,695        370,785       1,669,454       231,430       10,883,545        11,148,953  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Difference between Segment Total and Consolidated Amounts

     90        (20,327     (3,760     (21,849     2,183,983        2,175,538  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Consolidated Amounts

     1,717,785           350,458       1,665,694          209,581       13,067,528        13,324,491  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

Note 1:   

The Company evaluates the performance of segments based on income before income taxes, adjusted for net 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, 2020, the operating segments regularly reviewed by the chief operating decision maker to make decisions about resource allocations and assess performance have been changed, resulting in a reorganization of our reportable segments. As a result of this change, segment data for the previous fiscal year has been retrospectively restated.

Note 3:   

Since April 1, 2020, the selling, general and administrative expenses that should be borne by the ORIX Group, which were initially charged to its respective segments, have been included in the difference between segment total profits and consolidated amounts. As a result of this change, segment data for the nine months ended December 31, 2019 has been retrospectively restated.

Note 4:   

Credit Losses Standard has been adopted since April 1, 2020. For further information, see “(6) Changes in Accounting Policies - (Adoption of New Accounting Standards)”.

Note 5:   

Inter-segment transactions are included in segment revenues, and eliminations of inter-segment transactions are included in difference between segment total and consolidated amounts.

 

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Table of Contents

(8) Subsequent Events

The share repurchase based on the resolution at the Board of Directors meeting held on November 2, 2020, and the cancellation of own shares based on the resolution at the Board of Directors meeting held on October 28, 2019 were completed. The details of share repurchase and cancellation of own shares subsequent to the balance sheet date are as follows.

 

(1) Status of Share Repurchase

  

•  Class of shares repurchased

  

Common shares

•  Total number of shares repurchased

  

3,130,100 shares

•  Total purchase price of shares repurchased

  

¥5,280,520,400

•  Repurchase period

  

January 1, 2021 – January 8, 2021

•  Method of share repurchase

  

Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(Reference)   
Cumulative number of own shares acquired based on the above resolution at the Board of Directors meeting as of January 8, 2021

•  Class of shares repurchased

  

Common shares

•  Total number of shares repurchased

  

28,230,500 shares

•  Total purchase price of shares repurchased

  

¥44,199,883,050

•  Repurchase period

  

November 9, 2020 – January 8, 2021

•  Method of share repurchase

  

Market purchases based on the discretionary dealing contract regarding repurchase of own shares

(2) Cancellation of Own Shares   

•  Class of shares cancelled

  

Common shares

•  Number of shares cancelled

  

28,230,500 shares

•  Cancellation date

  

January 29, 2021

 

- 16 -