SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number: 001-14856

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

World Trade Center 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  ☐

 

 

 

Table of Contents

Material Contained in this Report

 

1.		ORIX’s Consolidated Financial Results for the fiscal year ended March 31, 2023 (April 1, 2022 – March 31, 2023) filed with the Tokyo Stock Exchange on Wednesday, May 10, 2023.
2.		English press release entitled, “Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2023 and Annual Dividend Forecast for the Fiscal Year Ending March 31, 2024”
3.		English press release entitled, “Notice Regarding Repurchase of Own Shares”
4.		English press release entitled, “Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation”
5.		English press release entitled, “Announcement Regarding Management Changes”
6.		English press release entitled, “Announcement Regarding Introduction of Incentive Plan for Employees (Restricted Stock Grant Plan)”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ORIX Corporation
Date: May 10, 2023		By		/s/ Yasuaki Mikami
				Yasuaki Mikami
				Senior Managing Executive Officer Responsible for Corporate Function Unit Responsible for Work Style Reform Project

 

Consolidated Financial Results

April 1, 2022 – March 31, 2023

 

May 10, 2023

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.

This document may contain forward-looking statements 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 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 most recent annual report on Form 20-F filed with the U.S. 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 American depositary shares 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 and Sustainability Department

ORIX Corporation

World Trade Center Bldg., SOUTH TOWER, 2-4-1 Hamamatsu-cho, Minato-Ku, Tokyo, 105-5135

JAPAN

Tel: +81-3-3435-3121 Fax: +81-3-3435-3154

E-mail: orix_corpcomm@orix.jp

Consolidated Financial Results from April 1, 2022 to March 31, 2023

(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 Year Ended March 31, 2023

(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
March 31, 2023			2,666,373				5.8	%			313,988				3.9	%			367,168				(27.3	%)			273,075				(12.5	%)
March 31, 2022			2,520,365				9.9	%			302,083				16.7	%			504,876				75.6	%			312,135				62.2	%

“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥276,339 million for the fiscal year ended March 31, 2023 (year-on-year change was a 27.7% decrease) and ¥382,219 million for the fiscal year ended March 31, 2022 (year-on-year change was a 68.9% increase).

 

		Basic Earnings Per Share				Diluted Earnings Per Share				Return on Equity				Return on Assets*2				Operating Margin
March 31, 2023			231.35				231.04				8.3	%			2.5	%			11.8	%
March 31, 2022			259.37				259.07				9.9	%			3.6	%			12.0	%

“Equity in Net Income of Affiliates” was a net gain of ¥25,091 million for the fiscal year ended March 31, 2023 and a net gain of ¥15,006 million for the fiscal year ended March 31, 2022.

 

*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.

*Note 2:

“Return on Assets” is calculated based on “Income before Income Taxes.”

(2) Performance Highlights - Financial Position (Unaudited)

 

		Total Assets				Total Equity				Shareholders’ Equity				Shareholders’ Equity Ratio				Shareholders’ Equity Per Share
March 31, 2023			15,266,191				3,427,300				3,356,585				22.0	%			2,868.13
March 31, 2022			14,270,672				3,371,401				3,261,419				22.9	%			2,732.88

 

*Note 3:

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

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

“Shareholders’ Equity Per Share” is calculated based on “Total ORIX Corporation Shareholders’ Equity.”

(3) Performance Highlights - Cash Flows (Unaudited)

 

		Cash Flows from Operating Activities				Cash Flows from Investing Activities				Cash Flows from Financing Activities				Cash, Cash Equivalents and Restricted Cash at End of Year
March 31, 2023			913,088				(1,098,478	)			438,308				1,366,908
March 31, 2022			1,103,370				(808,846	)			(306,618	)			1,091,812

2. Dividends (Unaudited)

 

		First Quarter-end				Second Quarter-end				Third Quarter-end				Year-end				Total				Total Dividends Paid				Dividend Payout Ratio (Consolidated base)				Dividends on Equity (Consolidated base)
March 31, 2022			—				39.00				—				46.60				85.60				102,661				33.0	%			3.3	%
March 31, 2023			—				42.80				—				42.80				85.60				100,794				37.0	%			3.1	%
March 31, 2024 (Est.)			—				42.80				—				51.20				94.00				—				—				—

 

*Note 4:

Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥175 million for the fiscal year ended March 31, 2022 and ¥241 million for the fiscal year ended March 31, 2023). For the next fiscal year ending March 31, 2024, the annual dividend is forecasted at the higher of either payout ratio of 33% or 85.60 yen per share. In the above table, the forecasted dividend is stated in case of net income attributable to ORIX Corporation shareholders of ¥330,000 million for the fiscal year ending March 31, 2024.

3. Forecast for the Year Ending March 31, 2024 (Unaudited)

 

		Net Income Attributable to ORIX Corporation Shareholders				Year-on-Year Change
March 31, 2024			330,000				20.8	%

 

*Note 5:

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

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

(3) Number of Issued Shares (Ordinary Shares)

1. The number of issued shares, including treasury stock, was 1,234,849,342 as of March 31, 2023, and 1,258,277,087 as of March 31, 2022.

2. The number of treasury stock was 61,742,607 as of March 31, 2023, and 62,914,027 as of March 31, 2022.

3. The average number of outstanding shares was 1,180,356,466 for the fiscal year ended March 31, 2023, and 1,203,451,853 for the fiscal year ended March 31, 2022.

The Company’s shares held through the Board Incentive Plan Trust (2,800,866 shares as of March 31, 2023 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 March 31, 2023 are not subject to certified public accountant’s or audit firm’s audits.

 

- 1 -

1. Summary of Consolidated Financial Results

(1) Summary of Financial Highlights

Financial Results for the Fiscal Year Ended March 31, 2023

 

				Fiscal Year ended March 31, 2022				Fiscal Year ended March 31, 2023				Change
												Amount				Percent
Total Revenues		(millions of yen)			2,520,365				2,666,373				146,008				6	%
Total Expenses		(millions of yen)			2,218,282				2,352,385				134,103				6	%
Income before Income Taxes		(millions of yen)			504,876				367,168				(137,708	)			(27	)%
Net Income Attributable to ORIX Corporation Shareholders		(millions of yen)			312,135				273,075				(39,060	)			(13	)%
Earnings Per Share (Basic)		(yen)			259.37				231.35				(28.02	)			(11	)%
(Diluted)		(yen)			259.07				231.04				(28.03	)			(11	)%
ROE*1		(%)			9.9				8.3				(1.6	)			—
ROA*2		(%)			2.24				1.85				(0.39	)			—

 

*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, 2022 to March 31, 2023)

Total revenues for the consolidated fiscal year ended March 31, 2023 (hereinafter, “the fiscal year”) increased 6% to ¥2,666,373 million compared to the previous fiscal year due to increases in services income, finance revenues, and operating lease revenues despite decreases in sales of goods and real estate and gains on investment securities and dividends.

Total expenses increased 6% to ¥2,352,385 million compared to the previous fiscal year due to increases in services expense, interest expense and selling, general and administrative expenses despite decreases in costs of goods and real estate sold and write-downs of long-lived assets.

Equity in net income of affiliates for the fiscal year increased by ¥10,085 million to ¥25,091 million compared to the previous fiscal year and gains on sales of subsidiaries and affiliates and liquidation losses, net for the fiscal year decreased by ¥160,872 million to ¥26,915 million compared to the previous fiscal year.

Due to the above results, income before income taxes for the fiscal year decreased 27% to ¥367,168 million compared to the previous fiscal year and net income attributable to ORIX Corporation shareholders decreased 13% to ¥273,075 million compared to the previous fiscal year.

 

- 2 -

Segment Information

Total segment profits for the fiscal year decreased 28% to ¥381,255 million compared to the previous fiscal year. Segment profits increased in each of Real Estate, PE Investment and Concession, Environment and Energy, and Aircraft and Ships while segment profits in each of Corporate Financial Services and Maintenance Leasing, Insurance, Banking and Credit, ORIX USA, ORIX Europe, and Asia and Australia decreased, in each case as compared to 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 previous fiscal year has been retrospectively restated.

Segment information for the fiscal year 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

 

		Year ended March 31, 2022 (millions of yen)				Year ended     March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			239,802				73,176				(166,626	)			(69	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			1,516,795				1,514,070				(2,725	)			(0	)

Segment profits decreased 69% to ¥73,176 million compared to the previous fiscal year due to the absence of gains on sales of subsidiaries and affiliates recorded in the previous fiscal year from the sale of the business of Yayoi.

Segment assets totaled ¥1,514,070 million, remaining relatively unchanged compared to the end of the previous fiscal year.

 

- 3 -

Real Estate: Real estate development, rental, and management; facility operations; real estate asset management

 

		Year ended March 31, 2022 (millions of yen)				Year ended     March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			31,990				51,523				19,533				61
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			910,101				935,027				24,926				3

Segment profits increased 61% to ¥51,523 million compared to the previous fiscal year. This increase was due to an increase in services income from operating facilities and an increase in equity in net income (loss) of affiliates resulting from the recording of a large gain on the sale of a real estate joint venture.

Segment assets increased 3% to ¥935,027 million compared to the end of the previous fiscal year due to an increase in property under facility operations and inventories.

PE Investment and Concession: Private equity investment; concession

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			(11,682	)			2,686				14,368				—
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			353,581				605,471				251,890				71

Segment profits increased by ¥14,368 million to ¥2,686 million compared to the previous fiscal year due to the absence of write-downs of long-lived assets at an investee recorded in the previous fiscal year.

Segment assets increased 71% to ¥605,471 million compared to the end of the previous fiscal year due to an increase in goodwill, intangible assets acquired in business combinations resulting from the acquisition of investees.

 

- 4 -

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

 

		Year ended March 31, 2022 (millions of yen)				Year ended     March 31, 2023 (millions of  yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			3,048				35,682				32,634				—
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			703,608				773,617				70,009				10

Segment profits increased by ¥32,634 million to ¥35,682 million compared to the previous fiscal year due to the absence of write-downs of long-lived assets recorded in the previous fiscal year, and due to gains on the sale of shares of subsidiaries and affiliates due to the partial sale of an investee.

Segment assets increased 10% to ¥773,617 million compared to the end of the previous fiscal year primarily due to foreign exchange effects.

Insurance: Life insurance

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			53,290				37,980				(15,310	)			(29	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			2,072,145				2,050,412				(21,733	)			(1	)

Segment profits decreased 29% to ¥37,980 million compared to 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 resulting from an increase in insurance contracts.

Segment assets decreased 1% to ¥2,050,412 million compared to the end of the previous fiscal year due to a decrease in investment in securities.

 

- 5 -

Banking and Credit: Banking; consumer finance

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount     (millions of yen)				Percent     (%)
Segment Profits			41,498				37,610				(3,888	)			(9	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Assets			2,687,156				2,698,747				11,591				0

Segment profits decreased 9% to ¥37,610 million compared to the previous fiscal year due to the absence of gains on investment securities and dividends at ORIX Bank Corporation recorded in the previous fiscal year, and an increase in advertising expenses at ORIX Credit Corporation.

Segment assets totaled ¥2,698,747 million, remaining relatively unchanged compared to the end of the previous fiscal year.

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

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Profits			(2,319	)			18,583				20,902				—
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent     (%)
Segment Assets			684,098				742,890				58,792				9

Segment profits increased by ¥20,902 million to ¥18,583 million compared to 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 9% to ¥742,890 million compared to the end of the previous fiscal year due to an increase in investment in affiliates and an increase in investment in operating leases primarily resulting from foreign exchange effects.

 

- 6 -

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

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			75,235				49,021				(26,214	)			(35	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			1,364,142				1,462,067				97,925				7

Segment profits decreased 35% to ¥49,021 million compared to the previous fiscal year primarily due to the absence of gains on sales of subsidiaries and affiliates recorded in the previous fiscal year, despite an increase in services income.

Segment assets increased 7% to ¥1,462,067 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

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent (%)
Segment Profits			49,334				40,675				(8,659	)			(18	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent     (%)
Segment Assets			401,869				417,941				16,072				4

Segment profits decreased 18% to ¥40,675 million compared to the previous fiscal year due to an increase in selling, general and administrative expenses, and a decrease in services income due to a decrease in the average amount of assets under management resulting from weaker market conditions.

Segment assets increased 4% to ¥417,941 million compared to the end of the previous fiscal year primarily due to foreign exchange effects.

 

- 7 -

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

 

		Year ended March 31, 2022 (millions of yen)				Year ended March 31, 2023 (millions of yen)				Change
										Amount (millions of yen)				Percent     (%)
Segment Profits			51,165				34,319				(16,846	)			(33	)
		As of March 31, 2022   (millions of yen)				As of March 31, 2023     (millions of yen)				Change
										Amount     (millions of yen)				Percent (%)
Segment Assets			1,306,089				1,395,096				89,007				7

Segment profits decreased 33% to ¥34,319 million compared to the previous fiscal year due to a decrease in equity in net income (loss) of affiliates and an impairment loss at affiliates in Greater China, despite an increase in operating leases revenues primarily in South Korea and Australia.

Segment assets increased 7% to ¥1,395,096 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.

Outlook and Forecast

In addition to continuing growth exhibited in our existing business operations, we believe that there are further growth opportunities in all of our segments, and we will strive to achieve sustainable profit growth by capitalizing on these opportunities going forward.

Although forward-looking statements in this document are attributable to current information available to us and are based on assumptions deemed reasonable by us, actual financial results may differ materially due to various factors. Readers are urged not to place undue reliance on such forward-looking statements.

Factors that could cause results that differ materially from those described in the 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.

 

- 8 -

(2) Summary of Consolidated Financial Condition

Summary of Assets, Liabilities, Shareholders’ Equity

 

				As of March 31, 2022				As of March 31, 2023				Change
												Amount				Percent
Total Assets		(millions of yen)			14,270,672				15,266,191				995,519				7	%
(Segment Assets)					11,999,584				12,595,338				595,754				5	%
Total Liabilities		(millions of yen)			10,899,271				11,837,946				938,675				9	%
(Short-term and Long-term Debt)					4,866,685				5,718,519				851,834				18	%
(Deposits)					2,276,158				2,246,345				(29,813	)			(1	)%
Shareholders’ Equity*1		(millions of yen)			3,261,419				3,356,585				95,166				3	%
Shareholders’ Equity Per Share*2		(yen)			2,732.88				2,868.13				135.25				5	%

 

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 7% to ¥15,266,191 million compared to the end of the previous fiscal year due to increases in cash and cash equivalents, investment in securities and other assets. In addition, segment assets increased 5% to ¥12,595,338 million compared to the end of the previous fiscal year.

Total liabilities increased 9% to ¥11,837,946 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 deposits and current and deferred income taxes.

Shareholders’ equity increased 3% to ¥3,356,585 million compared to the end of the previous fiscal year.

Summary of Cash Flows

Cash, cash equivalents and restricted cash increased by ¥275,096 million to ¥1,366,908 million compared to the end of the previous fiscal year.

Cash flows provided by operating activities were ¥913,088 million during the fiscal year, down from ¥1,103,370 million during the previous fiscal year. This change resulted primarily due to a decrease in an increase in policy liabilities and policy account balances., and an increase in payment of income taxes resulting from the sale of the business of Yayoi Co., Ltd. in the three months ended March 31, 2022.

Cash flows used in investing activities were ¥1,098,478 million during the fiscal year, up from ¥808,846 million during the previous fiscal year. This change resulted primarily from an increase in purchases of lease equipment and acquisitions of subsidiaries, and a decrease in sales of subsidiaries, partially offset by an increase in principal collected on installment loans and proceeds from sales of operating lease assets.

Cash flows provided by financing activities were ¥438,308 million during the fiscal year compared to the outflow of ¥306,618 million during the previous fiscal year. This change resulted primarily from an increase in proceeds from debt with maturities longer than three months.

 

- 9 -

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2023 and the Fiscal Year Ending March 31, 2024

We aim to increase shareholder value by utilizing profits earned from business activities, to strengthen our business foundation and make investments for future growth. At the same time, we strive to make stable and sustainable distribution of dividends at a level in line with our business performance. In addition, with regards to the decision of whether to buy back our shares, we aim to act with flexibility and swiftness while considering various factors such as the business environment, share price and its trend, the soundness of our financial condition, and target performance indicators.

Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2023 has been decided at 85.60 yen per share (the interim dividend paid was 42.80 yen per share and the year-end dividend has been decided at 42.80 yen per share). The payout ratio for the fiscal year ended March 31, 2023 was 37.0%. For the next fiscal year ending March 31, 2024, the annual dividend is forecasted at the higher of either payout ratio of 33.0% or 85.60 yen per share.

(4) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2023, we believe no significant changes have arisen concerning “Risk Factors” as stated in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 29, 2022.

2. Consideration in the Selection of Accounting Standard

We have been preparing our financial statements in accordance with U.S. GAAP. We believe that U.S. GAAP is the accounting standard that most appropriately reflects our business activities in our financial reporting.

Reporting in U.S. GAAP enables us to maintain consistency and comparability with past financial results and we believe that is beneficial to our stakeholders.

 

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3. Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

(millions of yen)

Assets				As of March 31, 2022				As of March 31, 2023
Cash and Cash Equivalents					954,827				1,231,860
Restricted Cash					136,985				135,048
Net Investment in Leases					1,057,973				1,087,563
Installment Loans					3,862,604				3,877,602
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2022		¥151,601 million
March 31, 2023		¥197,041 million
Allowance for Credit Losses					(69,459	)			(64,723	)
Investment in Operating Leases					1,463,202				1,537,178
Investment in Securities					2,852,349				2,940,858
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2022		¥19,353 million
March 31, 2023		¥22,874 million
The amounts which are associated to available-for-sale debt securities are as follows:
March 31, 2022
Amortized Cost		¥2,276,425 million
Allowance for Credit Losses		¥(153) million
March 31, 2023
Amortized Cost		¥2,488,858 million
Allowance for Credit Losses		¥(144) million
Property under Facility Operations					561,846				620,994
Investment in Affiliates					978,033				1,000,704
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2022		¥0 million
March 31, 2023		¥2,511 million
Trade Notes, Accounts and Other Receivable					359,949				441,803
Inventories					139,563				169,021
Office Facilities					240,421				253,649
Other Assets					1,732,379				2,034,634
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2022		¥5,214 million
March 31, 2023		¥4,676 million
Total Assets					14,270,672				15,266,191
Liabilities and Equity
Short-term Debt					439,639				508,796
Deposits					2,276,158				2,246,345
Trade Notes, Accounts and Other Payable					291,422				366,851
Policy Liabilities and Policy Account Balances					1,963,623				2,065,366
The amounts which are measured at fair value by electing the fair value option are as follows:
March 31, 2022		¥198,905 million
March 31, 2023		¥163,734 million
Current and Deferred Income Taxes					461,181				384,781
Long-term Debt					4,427,046				5,209,723
Other Liabilities					1,040,202				1,056,084
Total Liabilities					10,899,271				11,837,946
Redeemable Noncontrolling Interests					0				945
Commitments and Contingent Liabilities
Common Stock					221,111				221,111
Additional Paid-in Capital					260,479				233,169
Retained Earnings					2,909,317				3,031,942
Accumulated Other Comprehensive Income (Loss)					(16,041	)			(8,381	)
Treasury Stock, at Cost					(113,447	)			(121,256	)
Total ORIX Corporation Shareholders’ Equity					3,261,419				3,356,585
Noncontrolling Interests					109,982				70,715
Total Equity					3,371,401				3,427,300
Total Liabilities and Equity					14,270,672				15,266,191

 

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Note :

Breakdown of Accumulated Other Comprehensive Income (Loss)

 

		As of March 31, 2022				As of March 31, 2023
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities			(72,892	)			(183,034	)
Debt valuation adjustments			221				275
Defined benefit pension plans			(8,072	)			(3,617	)
Foreign currency translation adjustments			61,914				155,912
Net unrealized gains on derivative instruments			2,788				22,083
Total			(16,041	)			(8,381	)

(2) Condensed Consolidated Statements of Income (Unaudited)

(millions of yen)

		Year ended March 31, 2022				Year ended March 31, 2023
Revenues :
Finance revenues			279,589				317,612
Gains on investment securities and dividends			56,510				32,430
Operating leases			450,454				499,541
Life insurance premiums and related investment income			481,810				494,070
Sales of goods and real estate			435,398				392,569
Services income			816,604				930,151
Total Revenues			2,520,365				2,666,373
Expenses :
Interest expense			68,232				127,618
Costs of operating leases			322,070				336,987
Life insurance costs			368,140				398,916
Costs of goods and real estate sold			381,119				333,009
Services expense			495,110				571,127
Other (income) and expense			20,494				14,445
Selling, general and administrative expenses			522,782				559,406
Provision for credit losses			3,939				7,756
Write-downs of long-lived assets			35,666				2,297
Write-downs of securities			730				824
Total Expenses			2,218,282				2,352,385
Operating Income			302,083				313,988
Equity in Net Income of Affiliates			15,006				25,091
Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, Net			187,787				26,915
Bargain Purchase Gain			0				1,174
Income before Income Taxes			504,876				367,168
Provision for Income Taxes			187,264				87,500
Net Income			317,612				279,668
Net Income Attributable to the Noncontrolling Interests			5,477				6,561
Net Income Attributable to the Redeemable Noncontrolling Interests			0				32
Net Income Attributable to ORIX Corporation Shareholders			312,135				273,075

 

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

 

						(millions of yen)
		Year Ended March 31, 2022				Year Ended March 31, 2023
Net Income :			317,612				279,668
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities			(56,684	)			(110,166	)
Net change of debt valuation adjustments			(337	)			54
Net change of defined benefit pension plans			13,002				4,448
Net change of foreign currency translation adjustments			105,693				94,707
Net change of unrealized gains on derivative instruments			15,070				19,670
Total other comprehensive income			76,744				8,713
Comprehensive Income			394,356				288,381
Comprehensive Income Attributable to the Noncontrolling Interests			12,137				12,059
Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests			0				(17	)
Comprehensive Income Attributable to ORIX Corporation Shareholders			382,219				276,339

 

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(4) Condensed Consolidated Statements of Changes in Equity (Unaudited)

 

		(millions of yen)
		ORIX Corporation Shareholders’ Equity
		Common Stock				Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Treasury Stock				Total ORIX Corporation Shareholders’ Equity				Noncontrolling Interests				Total Equity
Balance at March 31, 2021			221,111				259,361				2,744,588				(84,650	)			(111,954	)			3,028,456				74,688				3,103,144
Cumulative effect of adopting Accounting Standards Update 2019-12											215												215				0				215
Balance at April 1, 2021			221,111				259,361				2,744,803				(84,650	)			(111,954	)			3,028,671				74,688				3,103,359
Contribution to subsidiaries																							0				40,514				40,514
Transaction with noncontrolling interests							1,593								(1,475	)							118				(1,127	)			(1,009	)
Comprehensive income, net of tax:
Net income											312,135												312,135				5,477				317,612
Other comprehensive income
Net change of unrealized gains (losses) on investment in securities															(56,684	)							(56,684	)			0				(56,684	)
Net change of debt valuation adjustments															(337	)							(337	)			0				(337	)
Net change of defined benefit pension plans															13,001								13,001				1				13,002
Net change of foreign currency translation adjustments															99,842								99,842				5,851				105,693
Net change of unrealized gains on derivative instruments															14,262								14,262				808				15,070
Total other comprehensive income																							70,084				6,660				76,744
Total comprehensive income																							382,219				12,137				394,356
Cash dividends											(99,395	)											(99,395	)			(16,230	)			(115,625	)
Acquisition of treasury stock																			(50,001	)			(50,001	)			0				(50,001	)
Disposal of treasury stock							(168	)											283				115				0				115
Cancellation of treasury stock											(48,226	)							48,226				0				0				0
Other, net							(307	)											(1	)			(308	)			0				(308	)
Balance at March 31, 2022			221,111				260,479				2,909,317				(16,041	)			(113,447	)			3,261,419				109,982				3,371,401
Contribution to subsidiaries																							0				3,451				3,451
Transaction with noncontrolling interests							(28,048	)							4,396								(23,652	)			(36,758	)			(60,410	)
Comprehensive income, net of tax:
Net income											273,075												273,075				6,561				279,636
Other comprehensive income
Net change of unrealized gains (losses) on investment in securities															(110,142	)							(110,142	)			0				(110,142	)
Net change of debt valuation adjustments															54								54				0				54
Net change of defined benefit pension plans															4,455								4,455				(7	)			4,448
Net change of foreign currency translation adjustments															91,095								91,095				3,637				94,732
Net change of unrealized gains on derivative instruments															17,802								17,802				1,868				19,670
Total other comprehensive income																							3,264				5,498				8,762
Total comprehensive income																							276,339				12,059				288,398
Cash dividends											(106,290	)											(106,290	)			(18,019	)			(124,309	)
Acquisition of treasury stock																			(52,071	)			(52,071	)			0				(52,071	)
Disposal of treasury stock							(85	)											102				17				0				17
Cancellation of treasury stock											(44,160	)							44,160				0				0				0
Other, net							823																823				0				823
Balance at March 31, 2023			221,111				233,169				3,031,942				(8,381	)			(121,256	)			3,356,585				70,715				3,427,300

 

Note:

Changes in the redeemable noncontrolling interests are not included in the table.

 

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(5) Condensed Consolidated Statements of Cash Flows (Unaudited)

 

		(millions of yen)
		Year ended March 31, 2022				Year ended March 31, 2023
Cash Flows from Operating Activities:
Net income			317,612				279,668
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			330,351				353,434
Principal payments received under net investment in leases			462,475				489,428
Provision for credit losses			3,939				7,756
Equity in net income of affiliates (excluding interest on loans)			(13,753	)			(24,022	)
Gains on sales of subsidiaries and affiliates and liquidation losses, net			(187,787	)			(26,915	)
Bargain purchase gain			0				(1,174	)
Gains on sales of securities other than trading			(22,322	)			(8,742	)
Gains on sales of operating lease assets			(40,148	)			(56,932	)
Write-downs of long-lived assets			35,666				2,297
Write-downs of securities			730				824
Deferred tax provision			12,208				29,202
Decrease in trading securities			68,422				31,855
Increase in inventories			(7,053	)			(17,527	)
Decrease in trade notes, accounts and other receivable			3,562				12,953
Increase (Decrease) in trade notes, accounts and other payable			14,943				(12,173	)
Increase in policy liabilities and policy account balances			141,201				101,743
Increase (Decrease) in income taxes payable			92,026				(128,948	)
Other, net			(108,702	)			(119,639	)
Net cash provided by operating activities			1,103,370				913,088
Cash Flows from Investing Activities:
Purchases of lease equipment			(872,994	)			(976,502	)
Installment loans made to customers			(1,202,198	)			(1,267,070	)
Principal collected on installment loans			1,182,261				1,318,244
Proceeds from sales of operating lease assets			147,104				233,452
Investment in affiliates, net			(34,804	)			(47,611	)
Proceeds from sales of investment in affiliates			47,677				96,620
Purchases of available-for-sale debt securities			(526,478	)			(515,865	)
Proceeds from sales of available-for-sale debt securities			239,250				323,773
Proceeds from redemption of available-for-sale debt securities			90,478				44,496
Purchases of equity securities other than trading			(94,182	)			(67,534	)
Proceeds from sales of equity securities other than trading			71,883				44,211
Purchases of property under facility operations			(44,302	)			(103,572	)
Acquisitions of subsidiaries, net of cash acquired			(87,582	)			(206,830	)
Sales of subsidiaries, net of cash disposed			252,921				19,987
Other, net			22,120				5,723
Net cash used in investing activities			(808,846	)			(1,098,478	)
Cash Flows from Financing Activities:
Net increase in debt with maturities of three months or less			96,383				20,408
Proceeds from debt with maturities longer than three months			950,244				1,820,633
Repayment of debt with maturities longer than three months			(1,160,613	)			(1,158,517	)
Net decrease in deposits due to customers			(42,591	)			(30,638	)
Cash dividends paid to ORIX Corporation shareholders			(99,395	)			(106,290	)
Acquisition of treasury stock			(50,001	)			(52,071	)
Contribution from noncontrolling interests			25,942				3,926
Purchases of shares of subsidiaries from noncontrolling interests			(2,086	)			(46,319	)
Net increase (decrease) in call money			(7,500	)			5,000
Other, net			(17,001	)			(17,824	)
Net cash provided by (used in) financing activities			(306,618	)			438,308
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash			24,331				22,178
Net increase in Cash, Cash Equivalents and Restricted Cash			12,237				275,096
Cash, Cash Equivalents and Restricted Cash at Beginning of Year			1,079,575				1,091,812
Cash, Cash Equivalents and Restricted Cash at End of Year			1,091,812				1,366,908

 

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(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

Segment Information by Sector

 

																						(millions of yen)
		Year ended March 31, 2022								Year ended March 31, 2023								March 31, 2022				March 31, 2023
		Segment Revenues				Segment Profits				Segment Revenues				Segment Profits				Segment Assets				Segment Assets
Corporate Financial Services and Maintenance Leasing			445,338				239,802				429,907				73,176				1,516,795				1,514,070
Real Estate			390,688				31,990				418,736				51,523				910,101				935,027
PE Investment and Concession			385,739				(11,682	)			376,405				2,686				353,581				605,471
Environment and Energy			160,232				3,048				215,770				35,682				703,608				773,617
Insurance			486,704				53,290				499,487				37,980				2,072,145				2,050,412
Banking and Credit			84,821				41,498				84,286				37,610				2,687,156				2,698,747
Aircraft and Ships			38,639				(2,319	)			54,009				18,583				684,098				742,890
ORIX USA			161,344				75,235				189,045				49,021				1,364,142				1,462,067
ORIX Europe			221,112				49,334				206,486				40,675				401,869				417,941
Asia and Australia			148,055				51,165				189,744				34,319				1,306,089				1,395,096
Segment Total			2,522,672				531,361				2,663,875				381,255				11,999,584				12,595,338
Difference between Segment Total and Consolidated Amounts			(2,307	)			(26,485	)			2,498				(14,087	)			2,271,088				2,670,853
Consolidated Amounts			2,520,365				504,876				2,666,373				367,168				14,270,672				15,266,191

 

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, 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 previous fiscal year has been retrospectively restated.

Note 3:

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

 

- 16 -

(8) Per Share Data (Unaudited)

 

		Year ended March 31, 2022				Year ended March 31, 2023
						(millions of yen)
Net Income Attributable to ORIX Corporation Shareholders			312,135				273,075
						(thousands of shares)
Weighted-average shares			1,203,452				1,180,356
Effect of Dilutive Securities -
Stock compensation			1,400				1,589
Weighted-average shares for diluted EPS computation			1,204,852				1,181,945
						(yen)
Earnings per share for net income attributable to ORIX Corporation shareholders
Basic			259.37				231.35
Diluted			259.07				231.04
						(yen)
Shareholders’ equity per share			2,732.88				2,868.13

 

 

Note:

In fiscal 2022 and 2023, there was no stock compensation which was antidilutive.

(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements

Significant Accounting Policies

(Adoption of New Accounting Standards)

There are no significant changes from the description in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 29, 2022.

(10) Notes to Consolidated Financial Statements

(Subsequent Events)

There are no material subsequent events.

 

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