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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule13a-16 or15d-16 OF
THE SECURITIES EXCHANGE Act of 1934
For the month of May 2020
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 Form20-F or Form40-F.)
Form20-F ☒ Form40-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 Rule12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ☐ No ☒
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Material Contained in this Report
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4. | English press release entitled, “Announcement Regarding Management Changes”. | |||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORIX Corporation | ||||
| Date: May 21, 2020 | By | /s/ SHOJI TANIGUCHI | ||
Shoji Taniguchi | ||||
Member of the Board of Directors and Senior Managing Executive Officer Responsible for Treasury and Accounting Headquarters Responsible for Enterprise Risk Management Headquarters Responsible for Corporate Planning Department Responsible for Corporate Communications Department Assistant to CEO ORIX Corporation | ||||
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Consolidated Financial Results
April 1, 2019 – March 31, 2020
May 21, 2020
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 Form20-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,2-4-1Hamamatsu-cho,Minato-ku, Tokyo105-6135
JAPAN
Tel:+81-3-3435-3121 Fax:+81-3-3435-3154
E-mail: orix_corpcomm@orix.jp
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Consolidated Financial Results from April 1, 2019 to March 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 Year Ended March 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 | |||||||||||||||||||||||||
March 31, 2020 | 2,280,329 | (6.3 | %) | 269,681 | (18.1 | %) | 412,561 | 4.3 | % | 302,700 | (6.5 | %) | ||||||||||||||||||||
March 31, 2019 | 2,434,864 | (14.9 | %) | 329,438 | (2.0 | %) | 395,730 | (9.1 | %) | 323,745 | 3.4 | % | ||||||||||||||||||||
“Comprehensive Income Attributable to ORIX Corporation Shareholders” was ¥245,509 million for the fiscal year ended March 31, 2020(year-on-year change was a 21.1% decrease) and ¥310,970 million for the fiscal year ended March 31, 2019(year-on-year change was a 7.9% increase).
| Basic Earnings Per Share | Diluted Earnings Per Share | Return on Equity | Return on Assets*2 | Operating Margin | ||||||||||||||||
March 31, 2020 | 237.38 | 237.17 | 10.3 | % | 3.3 | % | 11.8 | % | ||||||||||||
March 31, 2019 | 252.92 | 252.70 | 11.6 | % | 3.4 | % | 13.5 | % | ||||||||||||
“Equity in Net Income of Affiliates” was a net gain of ¥67,924 million for the fiscal year ended March 31, 2020 and a net gain of ¥32,978 million for the fiscal year ended March 31, 2019.
*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, 2020 | 13,067,528 | 3,065,835 | 2,993,608 | 22.9 | % | 2,386.35 | ||||||||||||||
March 31, 2019 | 12,174,917 | 2,953,201 | 2,897,074 | 23.8 | % | 2,263.41 | ||||||||||||||
| *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, 2020 | 1,042,466 | (1,470,486 | ) | 288,703 | 1,135,284 | |||||||||||
March 31, 2019 | 587,678 | (873,951 | ) | 166,647 | 1,283,580 | |||||||||||
| *Note 4: | Accounting Standards Update2016-02 (ASC 842 (“Leases”)) (hereinafter, “New Lease Standard”) has been adopted since April 1, 2019. |
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, 2019 | — | 30.00 | — | 46.00 | 76.00 | 97,415 | 30.0 | % | 3.5 | % | ||||||||||||||||||||||
March 31, 2020 | — | 35.00 | — | 41.00 | 76.00 | 96,356 | 32.0 | % | 3.3 | % | ||||||||||||||||||||||
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March 31, 2021 (Est.) | — | 35.00 | — | — | — | — | 50.0 | % | — | |||||||||||||||||||||||
| *Note 5: | The amount ofYear-end dividends for the fiscal year ending March 31, 2021 has not yet been determined. | |
| *Note 6: | The dividend payout ratio for the fiscal year ending March 31, 2021 is targeted at 50.0%. This is only for the fiscal year ending March 31, 2021. | |
| *Note 7: | Total dividends paid include dividends paid to the Board Incentive Plan Trust (¥138 million for the fiscal year ended March 31, 2019 and ¥123 million for the fiscal year ended March 31, 2020). |
3. Targets for the Year Ending March 31, 2021
Business outlook remains difficult to assess due to the global economic slowdown caused by the spread of the new coronavirus outbreak(COVID-19). Under the circumstances, there are many uncertain factors affecting our business results, making it difficult for us to reasonably forecast our consolidated business performance for the next fiscal year. Therefore, the targets for the fiscal year ending March 31, 2021 have yet to be determined.
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 ( x ) No ( ) | |
2. Other than those above | Yes ( ) No ( x ) | |
| *Note 8: | For details, please refer to “3. Financial Information (9) Changes in Significant Basis of Preparation of Consolidated Financial Statements” on page 18. |
(3) Number of Issued Shares (Ordinary Shares)
1. The number of issued shares, including treasury stock, was 1,324,629,128 as of March 31, 2020, and 1,324,629,128 as of March 31, 2019.
2. The number of treasury stock was 68,680,644 as of March 31, 2020, and 42,843,783 as of March 31, 2019.
3. The average number of outstanding shares was 1,275,165,730 for the fiscal year ended March 31, 2020, and 1,280,020,396 for the fiscal year ended March 31, 2019.
The Company’s shares held through the Board Incentive Plan Trust (1,476,828 shares as of March 31, 2020 and 1,823,993 shares as of March 31, 2019) are not included in the number of treasury stock as of the end of the periods, but are included in the average number of shares outstanding as treasury stock that are deducted from the basis of the calculation of per share data.
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1. Summary of Consolidated Financial Results
(1) Summary of Financial Highlights
Financial Results for the Fiscal Year Ended March 31, 2020
| Fiscal Year ended March 31, 2019 | Fiscal Year ended March 31, 2020 | Change | ||||||||||||||||||
| Amount | Percent | |||||||||||||||||||
Total Revenues | (millions of yen) | 2,434,864 | 2,280,329 | (154,535 | ) | (6 | )% | |||||||||||||
Total Expenses | (millions of yen) | 2,105,426 | 2,010,648 | (94,778 | ) | (5 | )% | |||||||||||||
Income before Income Taxes | (millions of yen) | 395,730 | 412,561 | 16,831 | 4 | % | ||||||||||||||
Net Income Attributable to ORIX Corporation Shareholders | (millions of yen) | 323,745 | 302,700 | (21,045 | ) | (7 | )% | |||||||||||||
Earnings Per Share | (Basic) | (yen) | 252.92 | 237.38 | (15.54 | ) | (6 | )% | ||||||||||||
| (Diluted) | (yen) | 252.70 | 237.17 | (15.53 | ) | (6 | )% | |||||||||||||
ROE*1 | (%) | 11.6 | 10.3 | (1.3 | ) | — | ||||||||||||||
ROA*2 | (%) | 2.74 | 2.40 | (0.34 | ) | — | ||||||||||||||
| *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, 2019 to March 31, 2020)
Total revenues for the consolidated fiscal year ended March 31, 2020 (hereinafter, “the fiscal year”) decreased 6% to ¥2,280,329 million compared to the previous fiscal year due to a decrease in sales of goods and real estate.
Total expenses decreased 5% to ¥2,010,648 million compared to the previous fiscal year due to a decrease in costs of goods and real estate sold in line with the aforementioned decreased revenues.
Income before income taxes for the fiscal year increased 4% to ¥412,561 million compared to the previous fiscal year as a result of increases in equity in net income of affiliates and gains on sales of subsidiaries and affiliates and liquidation losses, net. On the other hand, net income attributable to ORIX Corporation shareholders decreased 7% to ¥302,700 million compared to the previous fiscal year as a result of a decrease in provision for income taxes during the previous fiscal year due to the reversal of the deferred tax liabilities previously recorded for undistributed earnings of DAIKYO INCORPORATED.
There was no significant impact on the business performance for the fiscal year due to the spread of theCOVID-19 virus.
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Segment Information
Total segment profits for the fiscal year increased 4% to ¥417,727 million compared to the previous fiscal year. Segment profits increased in Investment and Operation and Overseas Business segments while segment profits in Corporate Financial Services, Maintenance Leasing, Real Estate and Retail segments decreased.
The Company and its subsidiaries adopted the New Lease Standard on April 1, 2019. This adoption has resulted in a gross up ofright-of-use (hereinafter, “ROU”) assets related to operating leases of land, office and equipment, where the Company is the lessee, as segment assets in all of our segments except for Retail segment. In addition, segment revenues and segment expenses mainly in Corporate Financial Service segment and Maintenance Leasing segment increased as a result of a gross up of revenues and expenses of certain lessor costs. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements - Significant Accounting Policies - (Adoption of New Accounting Standards).”
Segment information for the fiscal year is as follows:
Corporate Financial Services Segment: Finance and fee business
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 95,212 | 97,007 | 1,795 | 2 | ||||||||||||
Segment Profits | 25,482 | 14,611 | (10,871 | ) | (43 | ) | ||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 959,725 | 948,268 | (11,457 | ) | (1 | ) | ||||||||||
Segment revenues increased 2% to ¥97,007 million compared to the previous fiscal year due to an increase in services income of companies acquired in the previous fiscal year, an increase in revenues from finance leases as a result of our adoption of the New Lease Standard, and increases in services income and sales of goods of Yayoi Co., Ltd.
Segment profits decreased 43% to ¥14,611 million compared to the previous fiscal year due to a decrease in fee income related to life insurance.
Although there was an increase in investment in operating leases as a result of our adoption of the New Lease Standard described above, segment assets decreased 1% to ¥948,268 million compared to the end of the previous fiscal year due to decreases in net investment in leases and installment loans.
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Maintenance Leasing Segment: Automobile leasing and rentals,car-sharing; test and measurement instruments andIT-related equipment rentals and leasing
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 288,211 | 336,438 | 48,227 | 17 | ||||||||||||
Segment Profits | 38,841 | 33,724 | (5,117 | ) | (13 | ) | ||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 873,775 | 889,615 | 15,840 | 2 | ||||||||||||
Segment revenues increased 17% to ¥336,438 million compared to the previous fiscal year due to increases in operating leases revenues and revenues from finance leases as a result of our adoption of the New Lease Standard.
Segment profits decreased 13% to ¥33,724 million compared to the previous fiscal year due to an increase in selling, general and administrative expenses.
Segment assets increased 2% to ¥889,615 million compared to the end of the previous fiscal year due to an increase in investment in operating leases.
Real Estate Segment:Real estate development, rental and management; facility operation; real estate investment management
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 529,064 | 466,639 | (62,425 | ) | (12 | ) | ||||||||||
Segment Profits | 89,247 | 76,857 | (12,390 | ) | (14 | ) | ||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 720,221 | 749,694 | 29,473 | 4 | ||||||||||||
Segment revenues decreased 12% to ¥466,639 million compared to the previous fiscal year due to a decrease in services income, from which significant gains were recognized on a sale of property under facility operations during the previous fiscal year, as well as a decrease in sales of real estate.
Although there was a recognition of gains on sales of shares of a subsidiary, segment profits decreased 14% to ¥76,857 million compared to the previous fiscal year due to the above reasons.
Segment assets increased 4% to ¥749,694 million compared to the end of the previous fiscal year due to an increase in investment in operating leases as a result of our adoption of the New Lease Standard described above.
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Investment and Operation Segment: Environment and energy, private equity and concession
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 615,151 | 451,197 | (163,954 | ) | (27 | ) | ||||||||||
Segment Profits | 38,170 | 55,715 | 17,545 | 46 | ||||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 733,612 | 847,082 | 113,470 | 15 | ||||||||||||
Segment revenues decreased 27% to ¥451,197 million compared to the previous fiscal year due to a decrease in sales of goods.
Segment profits increased 46% to ¥55,715 million compared to the previous fiscal year due to the recognition of gains on sales of shares of subsidiaries.
Segment assets increased 15% to ¥847,082 million compared to the end of the previous fiscal year due to an increase in property under facility operations as a result of making investees engaged in wind power generation into our subsidiaries and adoption of the New Lease Standard described above.
Retail Segment: Life insurance, banking and card loan
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 428,904 | 454,751 | 25,847 | 6 | ||||||||||||
Segment Profits | 84,211 | 80,387 | (3,824 | ) | (5 | ) | ||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 3,571,437 | 4,183,894 | 612,457 | 17 | ||||||||||||
Segment revenues increased 6% to ¥454,751 million compared to the previous fiscal year due to an increase in life insurance premiums in line with an increase in new insurance contracts.
Segment profits decreased 5% to ¥80,387 million compared to the previous fiscal year due to a decrease in investment return of our life insurance business, which is associated with significant gains recognized on a sale of real estate property during the previous fiscal year.
Segment assets increased 17% to ¥4,183,894 million compared to the end of the previous fiscal year due to increases in investment in securities and installment loans.
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Overseas Business Segment: Asset management, aircraft- and ship-related operations, private equity and finance
| Year ended March 31, 2019 | Year ended March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Revenues | 490,730 | 486,328 | (4,402 | ) | (1 | ) | ||||||||||
Segment Profits | 125,444 | 156,433 | 30,989 | 25 | ||||||||||||
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||
| (millions of yen) | (millions of yen) | Amount (millions of yen) | Percent (%) | |||||||||||||
Segment Assets | 3,138,928 | 3,287,445 | 148,517 | 5 | ||||||||||||
Segment revenues decreased 1% to ¥486,328 million compared to the previous fiscal year due to decreases in services income and operating leases revenues despite increases in finance revenues and gains on investment securities.
Segment profits increased 25% to ¥156,433 million compared to the previous fiscal year due to increases in equity in net income of affiliates and gains on sales of subsidiaries and affiliates.
Segment assets increased 5% to ¥3,287,445 million compared to the end of the previous fiscal year due to an increase in installment loans.
Outlook and Forecast
The spread ofCOVID-19 virus has had a major impact on the world economy. Although it depends on whenCOVID-19 impact stabilizes, ORIX believes that a cautious management approach is merited based on the recognition that conditions will continue to be challenging for the foreseeable future.
However, ORIX has sufficient liquidity and our funding has a high long-term debt ratio. Thus, ORIX would like to continue to seek new investments.
Although forward-looking statements in this document are attributable to current information 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 Form20-F submitted to the U.S. Securities and Exchange Commission.
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(2) Summary of Consolidated Financial Condition
Summary of Assets, Liabilities, Shareholders’ Equity
| As of March 31, 2019 | As of March 31, 2020 | Change | ||||||||||||||||
| Amount | Percent | |||||||||||||||||
Total Assets | (millions of yen) | 12,174,917 | 13,067,528 | 892,611 | 7 | % | ||||||||||||
(Segment Assets) | 9,997,698 | 10,905,998 | 908,300 | 9 | % | |||||||||||||
Total Liabilities | (millions of yen) | 9,211,936 | 9,991,362 | 779,426 | 8 | % | ||||||||||||
(Long- and Short-term Debt) | 4,495,771 | 4,616,186 | 120,415 | 3 | % | |||||||||||||
(Deposits) | 1,927,741 | 2,231,703 | 303,962 | 16 | % | |||||||||||||
Shareholders’ Equity | (millions of yen) | 2,897,074 | 2,993,608 | 96,534 | 3 | % | ||||||||||||
Shareholders’ Equity Per Share | (yen) | 2,263.41 | 2,386.35 | 122.94 | 5 | % | ||||||||||||
| Note 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 7% to ¥13,067,528 million compared to the end of the previous fiscal year due to not only increases in installment loans, investment in securities, but also increases in investment in operating leases, property under facility operations and office facilities as a result of our adoption of the New Lease Standard. In addition, segment assets increased 9% to ¥10,905,998 million compared to the end of the previous fiscal year.
Total liabilities increased 8% to ¥9,991,362 million compared to the end of the previous fiscal year due to not only increases in long-term debt and deposits, but also an increase in other liabilities as a result of our adoption of the New Lease Standard.
Shareholders’ equity increased 3% to ¥2,993,608 million compared to the end of the previous fiscal year due primarily to an increase in retained earnings.
Summary of Cash Flows
Cash, cash equivalents and restricted cash decreased by ¥148,296 million to ¥1,135,284 million compared to the end of the previous fiscal year. The New Lease Standard has been adopted since April 1, 2019. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards).”
Cash flows provided by operating activities were ¥1,042,466 million during the fiscal year, up from ¥587,678 million during the previous fiscal year, primarily because the classification of cash flows from principal payments received under net investment in leases changed from cash flows from investing activities to cash flows from operating activities, starting from this fiscal year.
Cash flows used in investing activities were ¥1,470,486 million during the fiscal year, up from ¥873,951 million during the previous fiscal year, primarily because the classification of cash flows from principal payments received under net investment in leases changed from cash flows from investing activities to cash flows from operating activities, starting from this fiscal year.
Cash flows provided by financing activities were ¥288,703 million during the fiscal year, up from ¥166,647 million during the previous fiscal year. This change resulted primarily from an increase in deposit taking.
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(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2020 and the Fiscal Year Ending March 31, 2021
ORIX aims to increase shareholder value by utilizing profits earned from business activities that were secured primarily as retained earnings, to strengthen its business foundation and make investments for future growth. At the same time, ORIX strives to make stable and sustainable distribution of dividends at a level in line with its business performance. In addition, with regards to the decision of whether to buy back shares, ORIX aims to act with swiftness while considering various factors such as the adequate level of the Company’s retained earnings, the soundness of its financial condition and external factors such as changes in the business environment, share price and its trend and target performance indicators.
Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2020 has been decided at 76.00 yen per share (interim dividend paid was 35.00 yen per share andyear-end dividend has been decided at 41.00 yen per share) as well as 76.00 yen per share in the previous fiscal year ended March 31, 2019. The payout ratio for the fiscal year ended March 31,2020 was 32.0%, up 2% from the previous fiscal year. The interim dividend for the next fiscal year ending March 31, 2021 is forecasted at 35.00 yen per share. The dividend payout ratio for the next fiscal year ending March 31, 2021 is targeted at 50.0%. This is only for the next fiscal year. Theyear-end dividend for the next fiscal year ending March 31, 2021 is to be determined.
In addition, the details of share repurchase for the fiscal year ended March 31, 2020 pursuant to the resolution at the Board of Directors meeting held on October 28, 2019 are as follows. Total purchase price of shares repurchased pursuant to the resolution is ¥55.8 billion including shares acquired subsequent to the balance sheet date. Total purchase price of shares was originally set at ¥100.0 billion, and the process expired as scheduled on May 8, 2020 without any extension period from the viewpoint of liquidity management. For further information of share repurchase acquired subsequent to the balance sheet date, see “(10) Notes to Consolidated Financial Statements”.
• Class of shares repurchased | Common shares | |
• Total number of shares repurchased | 25,836,400 shares | |
• Total purchase price of shares repurchased | ¥45,719,372,400 | |
• Repurchase period | November 1, 2019 – March 31, 2020 | |
• Method of share repurchase | Market purchases based on the discretionary dealing contract regarding repurchase of own shares |
(4) Risk Factors
The spread ofCOVID-19 virus may affect our business performance and financial condition in addition to the items concerning “Risk Factors” as stated in our latest Form20-F submitted to the U.S. Securities and Exchange Commission June 28, 2019.
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, 2019 | As of March 31, 2020 | ||||||||
Cash and Cash Equivalents | 1,161,032 | 982,666 | ||||||||
Restricted Cash | 122,548 | 152,618 | ||||||||
Investment in Direct Financing Leases | 1,155,632 | 0 | ||||||||
Net Investment in Leases | 0 | 1,080,964 | ||||||||
Installment Loans | 3,277,670 | 3,740,486 | ||||||||
The amounts which are measured at fair value by electing the fair value option are as follows: | ||||||||||
March 31, 2019 | ¥38,671 million | |||||||||
March 31, 2020 | ¥90,893 million | |||||||||
Allowance for Doubtful Receivables on Finance Leases and Probable Loan Losses | (58,011 | ) | (56,836 | ) | ||||||
Investment in Operating Leases | 1,335,959 | 1,400,001 | ||||||||
Investment in Securities | 1,928,916 | 2,245,323 | ||||||||
The amounts which are measured at fair value by electing the fair value option are as follows: | ||||||||||
March 31, 2019 | ¥27,367 million | |||||||||
March 31, 2020 | ¥25,295 million | |||||||||
Property under Facility Operations | 441,632 | 562,485 | ||||||||
Investment in Affiliates | 842,760 | 821,662 | ||||||||
Trade Notes, Accounts and Other Receivable | 280,590 | 312,744 | ||||||||
Inventories | 115,695 | 126,013 | ||||||||
Office Facilities | 108,390 | 203,930 | ||||||||
Other Assets | 1,462,104 | 1,495,472 | ||||||||
The amounts which are measured at fair value by electing the fair value option are as follows: | ||||||||||
March 31, 2019 | ¥12,449 million | |||||||||
March 31, 2020 | ¥18,206 million | |||||||||
|
|
|
| |||||||
Total Assets | 12,174,917 | 13,067,528 | ||||||||
|
|
|
| |||||||
Liabilities and Equity | ||||||||||
Short-term Debt | 309,549 | 336,832 | ||||||||
Deposits | 1,927,741 | 2,231,703 | ||||||||
Trade Notes, Accounts and Other Payable | 293,480 | 282,727 | ||||||||
Policy Liabilities and Policy Account Balances | 1,521,355 | 1,591,475 | ||||||||
The amounts which are measured at fair value by electing the fair value option are as follows: | ||||||||||
March 31, 2019 | ¥360,198 million | |||||||||
March 31, 2020 | ¥300,739 million | |||||||||
Current and Deferred Income Taxes | 355,843 | 356,350 | ||||||||
Long-term Debt | 4,186,222 | 4,279,354 | ||||||||
Other Liabilities | 617,746 | 912,921 | ||||||||
|
|
|
| |||||||
Total Liabilities | 9,211,936 | 9,991,362 | ||||||||
|
|
|
| |||||||
Redeemable Noncontrolling Interests | 9,780 | 10,331 | ||||||||
|
|
|
| |||||||
Commitments and Contingent Liabilities | ||||||||||
Common Stock | 221,111 | 221,111 | ||||||||
AdditionalPaid-in Capital | 257,625 | 257,638 | ||||||||
Retained Earnings | 2,555,585 | 2,754,461 | ||||||||
Accumulated Other Comprehensive Income (Loss) | (61,343 | ) | (118,532 | ) | ||||||
Treasury Stock, at Cost | (75,904 | ) | (121,070 | ) | ||||||
|
|
|
| |||||||
Total ORIX Corporation Shareholders’ Equity | 2,897,074 | 2,993,608 | ||||||||
Noncontrolling Interests | 56,127 | 72,227 | ||||||||
|
|
|
| |||||||
Total Equity | 2,953,201 | 3,065,835 | ||||||||
|
|
|
| |||||||
Total Liabilities and Equity | 12,174,917 | 13,067,528 | ||||||||
|
|
|
| |||||||
- 9 -
Table of Contents
| Note 1: | Breakdowns of Accumulated Other Comprehensive Income (Loss) |
| As of March31, 2019 | As of March 31, 2020 | |||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
Net unrealized gains on investment in securities | 17,389 | (5,001 | ) | |||||||
Debt valuation adjustments | 582 | 1,457 | ||||||||
Defined benefit pension plans | (27,902 | ) | (26,375 | ) | ||||||
Foreign currency translation adjustments | (43,558 | ) | (72,471 | ) | ||||||
Net unrealized losses on derivative instruments | (7,854 | ) | (16,142 | ) | ||||||
|
|
|
| |||||||
Total | (61,343 | ) | (118,532 | ) | ||||||
|
|
|
| |||||||
| Note 2: | The New Lease Standard has been adopted since April 1, 2019, and the amounts of investment in direct financing leases have been reclassified to net investment in leases. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”. |
- 10 -
Table of Contents
(2) Condensed Consolidated Statements of Income (Unaudited)
| (millions of yen) | ||||||||
| Year ended March 31, 2019 | Year ended March 31, 2020 | |||||||
Revenues : | ||||||||
Finance revenues | 242,893 | 276,864 | ||||||
Gains on investment securities and dividends | 15,958 | 22,499 | ||||||
Operating leases | 413,918 | 430,665 | ||||||
Life insurance premiums and related investment income | 347,136 | 367,778 | ||||||
Sales of goods and real estate | 596,165 | 406,511 | ||||||
Services income | 818,794 | 776,012 | ||||||
|
|
|
| |||||
Total Revenues | 2,434,864 | 2,280,329 | ||||||
|
|
|
| |||||
Expenses : | ||||||||
Interest expense | 93,337 | 99,138 | ||||||
Costs of operating leases | 257,321 | 289,604 | ||||||
Life insurance costs | 246,533 | 269,425 | ||||||
Costs of goods and real estate sold | 535,261 | 354,006 | ||||||
Services expense | 508,320 | 483,914 | ||||||
Other (income) and expense | 1,301 | 14,925 | ||||||
Selling, general and administrative expenses | 437,028 | 460,199 | ||||||
Provision for doubtful receivables and probable loan losses | 22,525 | 24,425 | ||||||
Write-downs of long-lived assets | 2,418 | 3,043 | ||||||
Write-downs of securities | 1,382 | 11,969 | ||||||
|
|
|
| |||||
Total Expenses | 2,105,426 | 2,010,648 | ||||||
|
|
|
| |||||
Operating Income | 329,438 | 269,681 | ||||||
|
|
|
| |||||
Equity in Net Income of Affiliates | 32,978 | 67,924 | ||||||
Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, Net | 33,314 | 74,001 | ||||||
Bargain Purchase Gain | 0 | 955 | ||||||
|
|
|
| |||||
Income before Income Taxes | 395,730 | 412,561 | ||||||
|
|
|
| |||||
Provision for Income Taxes | 68,691 | 105,837 | ||||||
|
|
|
| |||||
Net Income | 327,039 | 306,724 | ||||||
|
|
|
| |||||
Net Income Attributable to the Noncontrolling Interests | 2,890 | 3,640 | ||||||
|
|
|
| |||||
Net Income Attributable to the Redeemable Noncontrolling Interests | 404 | 384 | ||||||
|
|
|
| |||||
Net Income Attributable to ORIX Corporation Shareholders | 323,745 | 302,700 | ||||||
|
|
|
| |||||
| | Note: | The New Lease Standard has been adopted since April 1, 2019, and the certain lessor costs of finance lease, such as the property taxes and insurance costs previously had been deducted from “Finance revenues”, but it has changed to be included in “Other (income) and expense.” And the certain lessor costs of operating lease previously had been deducted from Revenue of “Operating leases”, but it has changed to be included in “Costs of operating leases”. In addition, the presented amounts in the consolidated statements of income for the prior to the previous fiscal year have not been changed retrospectively to conform to the presentation for fiscal 2020 because they are not applicable to the New Lease Standard. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”. |
- 11 -
Table of Contents
(3) Condensed Consolidated Statements of Comprehensive Income (Unaudited)
| (millions of yen) | ||||||||
| Year Ended March 31, 2019 | Year Ended March 31, 2020 | |||||||
Net Income : | 327,039 | 306,724 | ||||||
|
|
|
| |||||
Other comprehensive income (loss), net of tax: | ||||||||
Net change of unrealized gains (losses) on investment in securities | 10,215 | (22,456 | ) | |||||
Net change of debt valuation adjustments | 231 | 875 | ||||||
Net change of defined benefit pension plans | (7,346 | ) | 1,529 | |||||
Net change of foreign currency translation adjustments | (11,537 | ) | (31,664 | ) | ||||
Net change of unrealized gains (losses) on derivative instruments | (4,118 | ) | (8,556 | ) | ||||
Total other comprehensive income (loss) | (12,555 | ) | (60,272 | ) | ||||
|
|
|
| |||||
Comprehensive Income | 314,484 | 246,452 | ||||||
|
|
|
| |||||
Comprehensive Income Attributable to the Noncontrolling Interests | 2,784 | 756 | ||||||
|
|
|
| |||||
Comprehensive Income Attributable to the Redeemable Noncontrolling Interests | 730 | 187 | ||||||
|
|
|
| |||||
Comprehensive Income Attributable to ORIX Corporation Shareholders | 310,970 | 245,509 | ||||||
|
|
|
| |||||
- 12 -
Table of Contents
(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, 2018 | 220,961 | 267,291 | 2,315,283 | (45,566 | ) | (75,545 | ) | 2,682,424 | 116,450 | 2,798,874 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Cumulative effect of adopting Accounting Standards Update2014-09 | 405 | 405 | 354 | 759 | ||||||||||||||||||||||||||||
Cumulative effect of adopting Accounting Standards Update2016-01 | 2,899 | (2,899 | ) | 0 | 0 | 0 | ||||||||||||||||||||||||||
Cumulative effect of adopting Accounting Standards Update2016-16 | 3,772 | 3,772 | 0 | 3,772 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at April 1, 2018 | 220,961 | 267,291 | 2,322,359 | (48,465 | ) | (75,545 | ) | 2,686,601 | 116,804 | 2,803,405 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Contribution to subsidiaries | 0 | 7,680 | 7,680 | |||||||||||||||||||||||||||||
Transaction with noncontrolling interests | (10,033 | ) | (103 | ) | (10,136 | ) | (60,347 | ) | (70,483 | ) | ||||||||||||||||||||||
Comprehensive income, net of tax: | ||||||||||||||||||||||||||||||||
Net income | 323,745 | 323,745 | 2,890 | 326,635 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
Net change of unrealized gains (losses) on investment in securities | 10,174 | 10,174 | 41 | 10,215 | ||||||||||||||||||||||||||||
Net change of debt valuation adjustments | 231 | 231 | 0 | 231 | ||||||||||||||||||||||||||||
Net change of defined benefit pension plans | (7,289 | ) | (7,289 | ) | (57 | ) | (7,346 | ) | ||||||||||||||||||||||||
Net change of foreign currency translation adjustments | (11,775 | ) | (11,775 | ) | (88 | ) | (11,863 | ) | ||||||||||||||||||||||||
Net change of unrealized gains (losses) on derivative instruments | (4,116 | ) | (4,116 | ) | (2 | ) | (4,118 | ) | ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Total other comprehensive income (loss) | (12,775 | ) | (106 | ) | (12,881 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Total comprehensive income | 310,970 | 2,784 | 313,754 | |||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Cash dividends | (88,438 | ) | (88,438 | ) | (10,794 | ) | (99,232 | ) | ||||||||||||||||||||||||
Exercise of stock options | 150 | 75 | 225 | 0 | 225 | |||||||||||||||||||||||||||
Acquisition of treasury stock | (707 | ) | (707 | ) | 0 | (707 | ) | |||||||||||||||||||||||||
Disposal of treasury stock | (233 | ) | 348 | 115 | 0 | 115 | ||||||||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value | (2,131 | ) | (2,131 | ) | 0 | (2,131 | ) | |||||||||||||||||||||||||
Other, net | 525 | 50 | 575 | 0 | 575 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at March 31, 2019 | 221,111 | 257,625 | 2,555,585 | (61,343 | ) | (75,904 | ) | 2,897,074 | 56,127 | 2,953,201 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Contribution to subsidiaries | 0 | 17,047 | 17,047 | |||||||||||||||||||||||||||||
Transaction with noncontrolling interests | 241 | 2 | 243 | 1,340 | 1,583 | |||||||||||||||||||||||||||
Comprehensive income, net of tax: | ||||||||||||||||||||||||||||||||
Net income | 302,700 | 302,700 | 3,640 | 306,340 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
Net change of unrealized gains (losses) on investment in securities | (22,390 | ) | (22,390 | ) | (66 | ) | (22,456 | ) | ||||||||||||||||||||||||
Net change of debt valuation adjustments | 875 | 875 | 0 | 875 | ||||||||||||||||||||||||||||
Net change of defined benefit pension plans | 1,527 | 1,527 | 2 | 1,529 | ||||||||||||||||||||||||||||
Net change of foreign currency translation adjustments | (28,917 | ) | (28,917 | ) | (2,550 | ) | (31,467 | ) | ||||||||||||||||||||||||
Net change of unrealized gains (losses) on derivative instruments | (8,286 | ) | (8,286 | ) | (270 | ) | (8,556 | ) | ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Total other comprehensive income (loss) | (57,191 | ) | (2,884 | ) | (60,075 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Total comprehensive income | 245,509 | 756 | 246,265 | |||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||
Cash dividends | (103,824 | ) | (103,824 | ) | (3,043 | ) | (106,867 | ) | ||||||||||||||||||||||||
Acquisition of treasury stock | (45,720 | ) | (45,720 | ) | 0 | (45,720 | ) | |||||||||||||||||||||||||
Disposal of treasury stock | (334 | ) | 554 | 220 | 0 | 220 | ||||||||||||||||||||||||||
Other, net | 106 | 106 | 0 | 106 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Balance at March 31, 2020 | 221,111 | 257,638 | 2,754,461 | (118,532 | ) | (121,070 | ) | 2,993,608 | 72,227 | 3,065,835 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
| Note: | Changes in the redeemable noncontrolling interests are not included in the table. |
- 13 -
Table of Contents
(5) Condensed Consolidated Statements of Cash Flows (Unaudited)
| (millions of yen) | ||||||||
| Year ended March 31, 2019 | Year ended March 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | 327,039 | 306,724 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 295,589 | 304,204 | ||||||
Principal payments received under net investment in leases | 0 | 474,110 | ||||||
Provision for doubtful receivables and probable loan losses | 22,525 | 24,425 | ||||||
Equity in net income of affiliates (excluding interest on loans) | (29,674 | ) | (65,764 | ) | ||||
Gains on sales of subsidiaries and affiliates and liquidation losses, net | (33,314 | ) | (74,001 | ) | ||||
Bargain purchase gain | 0 | (955 | ) | |||||
Gains on sales of securities other than trading | (10,182 | ) | (18,886 | ) | ||||
Gains on sales of operating lease assets | (62,883 | ) | (51,072 | ) | ||||
Write-downs of long-lived assets | 2,418 | 3,043 | ||||||
Write-downs of securities | 1,382 | 11,969 | ||||||
Decrease in trading securities | 95,370 | 63,681 | ||||||
Decrease in inventories | 6,852 | 11,938 | ||||||
Decrease (Increase) in trade notes, accounts and other receivable | (5,576 | ) | 12,348 | |||||
Decrease (Increase) in trade notes, accounts and other payable | 10,990 | (3,853 | ) | |||||
Increase in policy liabilities and policy account balances | 10,109 | 70,120 | ||||||
Other, net | (42,967 | ) | (25,565 | ) | ||||
|
|
|
| |||||
Net cash provided by operating activities | 587,678 | 1,042,466 | ||||||
|
|
|
| |||||
Cash Flows from Investing Activities: | ||||||||
Purchases of lease equipment | (998,073 | ) | (948,445 | ) | ||||
Principal payments received under direct financing leases | 469,262 | 0 | ||||||
Installment loans made to customers | (1,460,336 | ) | (1,527,000 | ) | ||||
Principal collected on installment loans | 1,239,385 | 1,134,142 | ||||||
Proceeds from sales of operating lease assets | 429,295 | 339,504 | ||||||
Investment in affiliates, net | (278,027 | ) | (44,140 | ) | ||||
Proceeds from sales of investment in affiliates | 56,423 | 79,950 | ||||||
Purchases ofavailable-for-sale debt securities | (556,213 | ) | (711,973 | ) | ||||
Proceeds from sales ofavailable-for-sale debt securities | 221,824 | 249,427 | ||||||
Proceeds from redemption ofavailable-for-sale debt securities | 73,156 | 82,754 | ||||||
Purchases of equity securities other than trading | (66,959 | ) | (53,616 | ) | ||||
Proceeds from sales of equity securities other than trading | 83,261 | 34,145 | ||||||
Purchases of property under facility operations | (62,221 | ) | (44,466 | ) | ||||
Acquisitions of subsidiaries, net of cash acquired | (119,105 | ) | (134,894 | ) | ||||
Sales of subsidiaries, net of cash disposed | 56,584 | 91,835 | ||||||
Other, net | 37,793 | (17,709 | ) | |||||
|
|
|
| |||||
Net cash used in investing activities | (873,951 | ) | (1,470,486 | ) | ||||
|
|
|
| |||||
Cash Flows from Financing Activities: | ||||||||
Net increase (decrease) in debt with maturities of three months or less | (50,881 | ) | 16,182 | |||||
Proceeds from debt with maturities longer than three months | 1,123,923 | 924,779 | ||||||
Repayment of debt with maturities longer than three months | (932,676 | ) | (832,881 | ) | ||||
Net increase in deposits due to customers | 169,830 | 304,182 | ||||||
Cash dividends paid to ORIX Corporation shareholders | (88,438 | ) | (103,824 | ) | ||||
Acquisition of treasury stock | (707 | ) | (45,720 | ) | ||||
Contribution from noncontrolling interests | 22,760 | 23,994 | ||||||
Purchases of shares of subsidiaries from noncontrolling interests | (86,165 | ) | (4,501 | ) | ||||
Net increase in call money | 20,000 | 10,000 | ||||||
Other, net | (10,999 | ) | (3,508 | ) | ||||
|
|
|
| |||||
Net cash provided by financing activities | 166,647 | 288,703 | ||||||
|
|
|
| |||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (1,911 | ) | (8,979 | ) | ||||
|
|
|
| |||||
Net decrease in Cash, Cash Equivalents and Restricted Cash | (121,537 | ) | (148,296 | ) | ||||
|
|
|
| |||||
Cash, Cash Equivalents and Restricted Cash at Beginning of Year | 1,405,117 | 1,283,580 | ||||||
Cash, Cash Equivalents and Restricted Cash at End of Year | 1,283,580 | 1,135,284 | ||||||
|
|
|
| |||||
| Note: | The New Lease Standard has been adopted since April 1, 2019, and the amounts of investment in direct financing leases have been reclassified to net investment in leases. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”. |
- 14 -
Table of Contents
(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, 2019 | Year ended March 31, 2020 | March 31, 2019 | March 31, 2020 | |||||||||||||||||||||
| Segment Revenues | Segment Profits | Segment Revenues | Segment Profits | Segment Assets | Segment Assets | |||||||||||||||||||
Corporate Financial Services | 95,212 | 25,482 | 97,007 | 14,611 | 959,725 | 948,268 | ||||||||||||||||||
Maintenance Leasing | 288,211 | 38,841 | 336,438 | 33,724 | 873,775 | 889,615 | ||||||||||||||||||
Real Estate | 529,064 | 89,247 | 466,639 | 76,857 | 720,221 | 749,694 | ||||||||||||||||||
Investment and Operation | 615,151 | 38,170 | 451,197 | 55,715 | 733,612 | 847,082 | ||||||||||||||||||
Retail | 428,904 | 84,211 | 454,751 | 80,387 | 3,571,437 | 4,183,894 | ||||||||||||||||||
Overseas Business | 490,730 | 125,444 | 486,328 | 156,433 | 3,138,928 | 3,287,445 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Segment Total | 2,447,272 | 401,395 | 2,292,360 | 417,727 | 9,997,698 | 10,905,998 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Difference between Segment Total and Consolidated Amounts | (12,408 | ) | (5,665 | ) | (12,031 | ) | (5,166 | ) | 2,177,219 | 2,161,530 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Consolidated Amounts | 2,434,864 | 395,730 | 2,280,329 | 412,561 | 12,174,917 | 13,067,528 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
| 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: | The Company and its subsidiaries adopted the New Lease Standard on April 1, 2019. The impact of the adoption has resulted in gross up of ROU assets related to operating leases of land, office and equipment, where the Company is the lessee, as segment assets in all of our segments except for Retail segment. In addition, segment revenues and segment expenses mainly in Corporate Financial Service segment and Maintenance Leasing segment increased as a result of a gross up of revenues and expenses of certain lessor costs. For further information, see “(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements—Significant Accounting Policies—(Adoption of New Accounting Standards)”. |
| 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. |
- 15 -
Table of Contents
(8) Per Share Data (Unaudited)
| Year ended March 31, 2019 | Year ended March 31, 2020 | |||||||
| (millions of yen) | ||||||||
Net Income Attributable to ORIX Corporation Shareholders | 323,745 | 302,700 | ||||||
|
|
|
| |||||
| (thousands of shares) | ||||||||
Weighted-average shares | 1,280,020 | 1,275,166 | ||||||
Effect of Dilutive Securities - | ||||||||
Stock compensation | 1,107 | 1,153 | ||||||
|
|
|
| |||||
Weighted-average shares for diluted EPS computation | 1,281,127 | 1,276,319 | ||||||
|
|
|
| |||||
| (yen) | ||||||||
Earnings per share for net income attributable to ORIX Corporation shareholders | ||||||||
Basic | 252.92 | 237.38 | ||||||
Diluted | 252.70 | 237.17 | ||||||
| (yen) | ||||||||
Shareholders’ equity per share | 2,263.41 | 2,386.35 | ||||||
| Note: | In fiscal 2019 and 2020, there was no stock compensation which was antidilutive. |
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(9) Changes in Significant Basis of Preparation of Consolidated Financial Statements
Significant Accounting Policies
(Adoption of New Accounting Standards)
In February 2016, the New Lease Standard was issued, and related amendments were issued thereafter. These updates require a lessee to recognize most leases on the balance sheet. Lessor accounting remains substantially similar to current U.S. GAAP but with some changes. These updates require an entity to disclose more information about leases than under the current disclosure requirements. The Company and its subsidiaries adopted these updates, including Accounting Standards Update2019-01, on April 1, 2019 and used the beginning of the fiscal year of adoption as the date of initial adoption. Consequently, financial information of comparative periods has not been updated and the disclosures required under the New Lease Standard are not provided for periods before April 1, 2019.
The New Lease Standard provides a number of optional practical expedients in transition. The Company and its subsidiaries have elected the “package of practical expedients”, which permits the Company and its subsidiaries to not reassess under the New Lease Standard the prior conclusions about lease identification, lease classification and initial direct costs. The Company and its subsidiaries have elected other New Lease Standard’s available transitional practical expedients. The New Lease Standard also provides practical expedients for an entity’s ongoing accounting. The Company and its subsidiaries have elected the short-term lease recognition exemption mainly for vehicle and office equipment leases. Consequently, for those leases that meet the requirements, the Company and its subsidiaries have not recognized ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company and its subsidiaries also have elected the practical expedient to not separate lease andnon-lease components for part of leases as lessors.
The impact of the adoption of these updates has resulted in a gross up of ROU assets and corresponding lease liabilities principally for operating leases, such as land leases and office and equipment leases where it is the lessee. The effect of the adoption of these updates on the Company and its subsidiaries’ financial position at the adoption date were increases in ROU assets of ¥134,345 million in investment in operating leases, ¥77,989 million in property under facility operations, and ¥75,805 million in office facilities and lease liabilities of ¥284,867 million in other liabilities in the consolidated balance sheet as of April 1, 2019. ROU assets in investment in operating leases, property under facility operations and office facilities were ¥121,553 million, ¥73,226 million and ¥75,381 million, respectively, and lease liabilities in other liabilities were ¥266,790 million as of March 31, 2020. The impact of the adoption of these updates has resulted in a gross up of revenues and expenses of certain lessor costs, such as property taxes and insurance costs. The effect of the adoption of these updates on the Company and its subsidiaries’ results of operation was an increase in finance revenues by ¥19,953 million, an increase in revenues from operating leases by ¥24,157 million, an increase in costs of operating leases by ¥24,159 million and an increase in other (income) and expense by ¥19,952 million in the consolidated statement of income for the fiscal year. In the consolidated statements of cash flows, cash receipts from lessor’s finance leases have been reclassified from principal payments received under direct financing leases of cash flows from investing activities to principal payments received under net investment in leases of cash flows from operating activities.
- 17 -
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(10) Notes to Consolidated Financial Statements
(Subsequent Events)
The share repurchase based on the resolution at the Board of Directors meeting held on October 28, 2019 was completed. The details of share repurchase subsequent to the balance sheet date are as follows.
• Class of shares repurchased | Common shares | |
• Total number of shares repurchased | 8,224,900 shares | |
• Total value of shares repurchased | ¥10,088,218,300 | |
• Repurchase period | April 1, 2020 – May 8, 2020 | |
• 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 May 8, 2020 are as follows.
• Class of shares repurchased | Common shares | |
• Total number of shares repurchased | 34,061,300 shares | |
• Total value of shares repurchased | ¥55,807,590,700 | |
• Repurchase period | November 1, 2019 – May 8, 2020 | |
• Method of share repurchase | Market purchases based on the discretionary dealing contract regarding repurchase of own shares |
In addition, regarding the cancellation of own shares based on the resolution at the Board of Directors meeting held on October 28, 2019, the number of shares to be cancelled has been determined. The details of cancellation of own shares subsequent to the balance sheet date are as follows.
• Class of shares to be cancelled | Common shares | |
• Number of shares to be cancelled | 10,674,148 shares | |
• Scheduled cancellation date | May 29, 2020 |
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Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2020 and Interim Dividend Forecast for the Fiscal Year Ending March 31, 2021
TOKYO, Japan—May 21, 2020—ORIX Corporation (“ORIX”) announced the details relating to expected dividend for the fiscal year ended March 31, 2020. The Interim dividend forecast for the fiscal year ending March 31, 2021 (hereinafter, the “current fiscal year”) is also included in this announcement as below.
Dividend Detail for the Fiscal Year Ended March 31, 2020
Amount Decided | Previous Dividend | Dividend Paid for the | ||||||||
Record Date | March 31, 2020 | March 31, 2020 | March 31, 2019 | |||||||
Dividend Per Share (Annual) | 41.00 yen (76.00 yen) | 41.00 yen (76.00 yen) | 46.00 yen (76.00 yen) | |||||||
Total Dividend Amount (Annual) | 51,493 million yen (96,356 million yen) | — | 58,962 million yen (97,415 million yen) | |||||||
Effective Date | June 18, 2020 | — | June 3, 2019 | |||||||
Source of Dividend | Retained earnings | — | Retained earnings |
Basic Profit Distribution Policy
ORIX aims to increase shareholder value by utilizing profits earned from business activities that were secured primarily as retained earnings, to strengthen its business foundation and make investments for future growth. At the same time, ORIX strives to make stable and sustainable distribution of dividends at the level in line with its business performance. In addition, with regards to the decision of whether to buy back shares, ORIX aims to act with flexibility and swiftness while considering various factors such as the adequate level of retained earnings, the soundness of its financial condition and external factors such as changes in the business environment, share price and its trend and target performance indicators.
Based on this fundamental policy, the annual dividend for the fiscal year ended March 31, 2020 has been decided at 76.00 yen per share (interim dividend paid was 35.00 yen per share andyear-end dividend has been decided at 41.00 yen per share) as well as 76.00 yen per share in the fiscal year ended March 31, 2019. The dividend payout ratio for the fiscal year was 32.0%, up 2% from the previous fiscal year.
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Interim Dividend Forecast for the Fiscal Year Ending March 31, 2021
Although the earnings forecasts for the current fiscal year have not been determined due to the impact of theCOVID-19 on the global economy, ORIX forecasts the interim dividend at 35.00 yen per share, the same as the previous fiscal year as ORIX focuses on a stable and sustainable distribution of dividends to shareholders. The dividend payout ratio for the current fiscal year only is targeted at 50%. The annual dividend for the current fiscal year has not been determined.
| Dividend Per Share | ||||||
| Interim | Fiscal Year End | Annual | ||||
Dividend Forecast | 35.00 yen | — | — | |||
Contact Information:
ORIX Corporation
Corporate Planning Department
Tel:+81-3-3435-3121
About ORIX:
ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.
Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 37 countries and regions across the world.
Going forward, ORIX intends to utilize its strengths and expertise, which generate new value, to establish an independent ORIX business model that continues to evolve perpetually. In this way, ORIX will engage in business activities that instill vitality in its companies and workforce, and thereby contribute to society. For more details, please visit our website: https://www.orix.co.jp/grp/en/
(As of March 31, 2020)
Caution Concerning Forward-Looking Statements:
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 that 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 Form20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2019 – March 31, 2020.”
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Announcement Regarding Candidates for Member of the Board of Directors and Member Composition of the Three Committees of ORIX Corporation
TOKYO, Japan—May 21, 2020—ORIX Corporation (TSE: 8591; NYSE: IX) made public an announcement that it decided the candidates for Member of the Board of Directors. The nominations are scheduled to be finalized at the 57th Annual General Meeting of Shareholders of the Company on June 26, 2020.
The Company announced that it decided the composition of the Audit, Nominating and Compensation Committees. The nominations are scheduled to be finalized at the Board of Directors meeting after the 57th Annual General Meeting of Shareholders of the Company on June 26, 2020. Candidates for the 12 Member of the Board of Directors positions (including 6 Outside Directors) are as follows:
| Makoto Inoue | Ryuji Yasuda (Outside Director) | |
| Shuji Irie | Heizo Takenaka (Outside Director) | |
| Shoji Taniguchi | Michael Cusumano (Outside Director) | |
| Satoru Matsuzaki | Sakie Akiyama (Outside Director) | |
| Stan Koyanagi | Hiroshi Watanabe (Outside Director, newly nominated) | |
| Yoshiteru Suzuki (newly nominated) | Aiko Sekine (Outside Director, newly nominated) |
Details on Candidates for New Member of the Board of Directors
Yoshiteru Suzuki(Born January 15, 1963)
Apr.1985 | Joined Orient Leasing Co., Ltd. (currently ORIX Corporation) | |
Jul.1999 | Partner, KPMG LLP | |
Jun.2002 | Joined Cerberus Capital Management L.P. | |
Jan.2010 | Representative Director and President, Cerberus Japan K.K. | |
Oct.2015 | Rejoined ORIX Corporation | |
Jan.2018 | Executive Officer | |
Deputy President, ORIX USA Corporation (currently ORIX Corporation USA) | ||
Jan.2019 | Managing Executive Officer | |
Sep.2019 | President and Chief Executive Officer, ORIX Corporation USA (present position) | |
Jan.2020 | Senior Managing Executive Officer (present position) |
Basis for candidacy for appointment as a Member of the Board of Directors
Mr. Yoshiteru Suzuki is a candidate for new Member of the Board of Directors. He has wide-ranging experience and knowledge incorporate management through his past experiences, including Representative Director and President, Cerberus Japan K.K. Moreover, at the Company, he has a wealth of experience and advanced knowledge relating to the diversified business activities of the ORIX Group through his business execution experience in the business field of the United States of America. The Nominating Committee has appointed him as a new candidate for Member of the Board of Directors because it has determined that he can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., gained from inside and outside the company.
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Details on Candidates for New Member of the Board of Directors (Outside Director)
Hiroshi Watanabe (Born June 26, 1949)
Apr.1972 | Joined the Ministry of Finance | |
Jan.2003 | Director-General, International Bureau, Ministry of Finance | |
Jul.2004 | Vice Minister of Finance for International Affairs, Ministry of Finance | |
Oct.2007 | Special Advisor, Japan Center for International Finance | |
Apr.2008 | Professor, Graduate School of Commerce and Management / Faculty of Commerce and Management at Hitotsubashi University | |
Oct.2008 | Deputy Governor, Japan Finance Corporation | |
Apr.2012 | Deputy Governor, Japan Bank for International Cooperation | |
Dec.2013 | Governor, Japan Bank for International Cooperation | |
Oct.2016 | President, Institute for International Monetary Affairs (present position) | |
Jun.2017 | Outside Director, Mitsubishi Materials Corporation (present position) |
Basis for candidacy for appointment a Member of the Board of Directors
Mr. Hiroshi Watanabe is a candidate for new Member of the Board of Directors (Outside Director). He served successively as in key positions at Ministry of Finance Japan and Governor of Japan Bank for International Cooperation, and currently serves as President of Institute for International Monetary Affairs. He has a wealth of knowledge and experience as a finance and economic expert both in Japan and overseas, wide-ranging experience and knowledge of corporate management.
The Nominating Committee has appointed him as a candidate for new Member of the Board of Directors (Outside Director) because it has determined he can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Aiko Sekine (Born May 13, 1958)
Apr.1981 | Joined Citibank, N.A., Tokyo Branch | |
Oct.1985 | Joined Aoyama Audit Corporation | |
Mar.1989 | Certified as Public Accountant, Japan | |
Jul.2001 | Partner of Chuo Aoyama Audit Corporation | |
Sep.2006 | Partner of Aarata Audit Corporation (currently PricewaterhouseCoopers Aarata LLC) | |
Jul.2007 | Executive Board Member of Japanese Institute of Certified Public Accountants | |
Jan.2008 | Board Member of International Ethics Standards Board for Accountants, International Federation of Accountants | |
Jul.2010 | Deputy President of Japanese Institute of Certified Public Accountants | |
Jul.2016 | Chairman and President of Japanese Institute of Certified Public Accountants | |
Jan.2019 | Member of the Nominating Committee, International Federation of Accountants | |
Jul.2019 | Advisor of Japanese Institute of Certified Public Accountants (present position) | |
Jun.2020 | Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited (scheduled) | |
Outside Audit & Supervisory Board Member , IHI Corporation (scheduled) |
Basis for candidacy for appointment asa Member of the Board of Directors
Ms. Aiko Sekine is a candidate for new Member of the Board of Directors (Outside Director). She served on government and institutional finance and accounting councils both in Japan and overseas, and served as Partner of Aarata Audit Corporation and Chairman and President of Japanese Institute of Certified Public Accountants. She has extensive knowledge as a professional accountant.
The Nominating Committee has appointed her as a candidate for new Member of the Board of Directors (Outside Director) because it has determined she can be expected to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.
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Details on Candidates for Member of the Board of Directors (Outside Director)
Ryuji Yasuda (Born April 28, 1946)
Jun.1991 | Director, McKinsey & Company | |
Jun.1996 | Chairman, A. T. Kearney, Asia | |
Jun.2003 | ChairmanJ-Will Partners, Co., Ltd. | |
Apr.2004 | Professor, Graduate School of International Corporate Strategy at Hitotsubashi University | |
Jun.2009 | Outside Director, Yakult Honsha Co., Ltd. (present position) | |
Jun.2013 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) | |
Jun.2015 | Outside Director, Benesse Holdings, Inc. (present position) | |
Mar.2017 | Adjunct Professor, Graduate School of International Corporate Strategy at Hitotsubashi University | |
Apr.2018 | Adjunct Professor, Graduate School of Business Administration, Hitotsubashi University Department of International Corporate Strategy (present position) | |
Outside Director, Kansai Mirai Financial Group, Inc. (present position) | ||
Mar.2020 | President, Tokyo Woman’s Christian University (present position) |
Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)
Mr. Ryuji Yasuda is a candidate for Member of the Board of Directors (Outside Director). He served successively as Director of McKinsey & Company and Chairman of A.T. Kearney, Asia, and currently serves as an adjunct professor at Graduate School of Business Administration, Hitotsubashi University Department of International Corporate Strategy. He has a specialized knowledge on corporate strategy acquired through a wide range of past experience.
As Chairperson of the Compensation Committee, he has actively expressed his opinions and made proposals during deliberations between the Member of the Board of Directors and Executive Officer’s compensation system and compensation levels in order to enhance their role as medium- and long-term incentives, from an expertise in corporate strategy based on his wide-ranging experience and knowledge.
The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Heizo Takenaka(Born March 3, 1951)
Apr.1990 | Assistant Professor, Faculty of Policy Management at Keio University | |
Apr.1996 | Professor, Faculty of Policy Management at Keio University | |
Apr.2001 | Minister of State for Economic and Fiscal Policy | |
Sep.2002 | Minister of State for Financial Services and for Economic and Fiscal Policy | |
Jul.2004 | Elected to House of Councillors | |
Sep.2004 | Minister of State for Economic and Fiscal Policy and Communications and Privatization of Postal Services | |
Oct.2005 | Minister for Internal Affairs and Communications and Privatization of Postal Services | |
Dec.2006 | Director, Academyhills (present position) | |
Aug.2009 | Chairman and Director, PASONA Group Inc. (present position) | |
Apr.2010 | Professor, Faculty of Policy Management at Keio University | |
Jun.2015 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) | |
Apr.2016 | Professor, Faculty of Regional Development Studies at Toyo University (currently Faculty of Global and Regional Studies at Toyo University) (present position) Director, Center for Global Innovation Studies at Toyo University (present position) | |
Jun.2016 | Board of Directors (Outside Director), SBI Holdings, Inc. (present position) |
Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)
Mr. Heizo Takenaka is a candidate for Member of the Board of Directors (Outside Director). He served successively as Minister of State for Economic and Fiscal Policy, Minister of State for Financial Services, Minister of State for Communications and Privatization of Postal Services and Minister for Internal Affairs, and currently serves as Professor at Faculty of Global and Regional Studies at Toyo University. He has a deep understanding of the environment and events of business management and economics and financial policies both in Japan and overseas.
He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Audit Committee, pointing to important matters regarding company management, using his expertise in economics and financial policies.
The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
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MichaelCusumano(Born September 5, 1954)
Jul.1986 | Assistant Professor, Sloan School of Management at Massachusetts Institute of Technology | |
Jul.1996 | Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology (present position) | |
Jul.2007 | Professor, Faculty of Engineering Systems, School of Engineering at Massachusetts Institute of Technology | |
Apr.2016 | Special Vice President and Dean, Tokyo University of Science | |
Apr.2019 | Member of the Board of Directors (Outside Director), Ferratum Plc (present position) | |
Jun.2019 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) | |
Apr.2020 | Senior Specially Appointed Professor, Tokyo University of Science (present position) |
Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)
Mr. Michael Cusumano is a candidate for Member of the Board of Directors (Outside Director). He currently serves as Professor, Faculty of Management, Sloan School of Management at Massachusetts Institute of Technology, and as a global authority has a deep understanding of business strategy and technology management.
He has actively expressed his opinions and made proposals during deliberations at Board of Directors Meeting and Compensation Committee, pointing to important matters regarding company management, using his expertise in business strategy and technology management.
The Nominating Committee has appointed him as a candidate for Member of the Board of Directors (Outside Director) because it has determined he can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of his knowledge and experience, etc., from an independent and objective standpoint.
Sakie Akiyama(Born December 1, 1962)
Apr.1987 | Joined Arthur Andersen & Co. | |
Apr.1994 | Founded Saki Corporation Representative Director and Chief Executive Officer, Saki Corporation | |
Oct.2018 | Founder, Saki Corporation (present position) | |
Jun.2019 | Member of the Board of Directors (Outside Director), ORIX Corporation (present position) | |
Member of the Board of Directors (Outside Director), Sony Corporation (present position) | ||
Board of Directors (Outside Director), JAPAN POST HOLDINGS Co., Ltd. (present position) | ||
Jun.2020 | Member of the Board (Outside Director), Mitsubishi Corporation (scheduled) |
Basis for candidacy for appointment as a Member of the Board of Directors (Outside Director)
Ms. Sakie Akiyama is a candidate for Member of the Board of Directors (Outside Director). She founded Saki Corporation and served as a Representative Director and Chief Executive Officer of Saki Corporation. She haswide-ranging experience and knowledge of corporate management.
She has actively expressed her opinions and made proposals during deliberations at Board of Directors Meeting and Nominating Committee pointing to important matters regarding company management, using her expertise in corporate management.
The Nominating Committee has appointed her as a candidate for Member of the Board of Directors (Outside Director) because it has determined she can be expected to continue to fulfil a substantial role, including highly effective supervision of the Company’s management by utilizing a wealth of her knowledge and experience, etc., from an independent and objective standpoint.
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Nominating Committee
4 Members (Outside Directors: 3)
Chairperson: Sakie Akiyama
Members: Ryuji Yasuda, Hiroshi Watanabe and Makoto Inoue
Audit Committee
3 Members (Outside Directors: 3)
Chairperson: Aiko Sekine
Members: Heizo Takenaka and Hiroshi Watanabe
Compensation Committee
3 Members (Outside Directors: 3)
Chairperson: Ryuji Yasuda
Members: Michael Cusumano and Aiko Sekine
Contact Information:
ORIX Corporation
Corporate Planning Department
Tel:+81-3-3435-3121
About ORIX:
ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.
Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 37 countries and regions across the world.
Going forward, ORIX intends to utilize its strengths and expertise, which generate new value, to establish an independent ORIX business model that continues to evolve perpetually. In this way, ORIX will engage in business activities that instill vitality in its companies and workforce, and thereby contribute to society. For more details, please visit our website: https://www.orix.co.jp/grp/en/
(As of March 31, 2020)
Caution Concerning Forward Looking Statements:
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 that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2019 – March 31, 2020.”
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Announcement Regarding Management Changes
Tokyo, Japan—May 21, 2020—ORIX Corporation (“ORIX”) today made public an announcement regarding management changes.
| ∎ | Management Changes (Effective as of June 26, 2020) |
New Position | Present Position | Name | ||
Member of the Board of Directors, Senior Managing Executive Officer President and Chief Executive Officer, ORIX Corporation USA | Senior Managing Executive Officer President and Chief Executive Officer, ORIX Corporation USA | Yoshiteru Suzuki | ||
Member of the Board of Directors (Outside Director) | (Newly nominated) | Hiroshi Watanabe | ||
Member of the Board of Directors (Outside Director) | (Newly nominated) | Aiko Sekine | ||
| Retire* | Member of the Board of Directors, Senior Managing Executive Officer Responsible for Energy and Eco Services Business Headquarters | Yuichi Nishigori | ||
| Retire | Member of the Board of Directors (Outside Director) | Eiko Tsujiyama | ||
| Retire | Member of the Board of Directors (Outside Director) | Nobuaki Usui | ||
| * | Mr. Nishigori will be appointed President of ORIX Bank Corporation on June 26, 2020. |
Contact Information:
ORIX Corporation
Corporate Planning Department
Tel:+81-3-3435-3121
About ORIX:
ORIX Corporation (TSE: 8591; NYSE: IX) is a financial services group which provides innovative products and services to its customers by constantly pursuing new businesses.
Established in 1964, from its start in the leasing business, ORIX has advanced into neighboring fields and at present has expanded into lending, investment, life insurance, banking, asset management, automobile related, real estate and environment and energy related businesses. Since entering Hong Kong in 1971, ORIX has spread its businesses globally by establishing locations in 37 countries and regions across the world.
Going forward, ORIX intends to utilize its strengths and expertise, which generate new value, to establish an independent ORIX business model that continues to evolve perpetually. In this way, ORIX will engage in business activities that instill vitality in its companies and workforce, and thereby contribute to society. For more details, please visit our website: https://www.orix.co.jp/grp/en/
(As of March 31, 2020)
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Caution Concerning Forward Looking Statements:
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 that differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under “Risk Factors” in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission and under “(4) Risk Factors” of the “1. Summary of Consolidated Financial Results” of the “Consolidated Financial Results April 1, 2019 – March 31, 2020.”