0001193125-15-374534.txt : 20151112 0001193125-15-374534.hdr.sgml : 20151112 20151112062652 ACCESSION NUMBER: 0001193125-15-374534 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151112 FILED AS OF DATE: 20151112 DATE AS OF CHANGE: 20151112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIX CORP CENTRAL INDEX KEY: 0001070304 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14856 FILM NUMBER: 151221284 BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER BLDG. STREET 2: 2-4-1 HAMAMATSU-CHO, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105 6135 BUSINESS PHONE: 81334353000 MAIL ADDRESS: STREET 1: WORLD TRADE CENTER BLDG. STREET 2: 2-4-1 HAMAMATSU-CHO, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105 6135 6-K 1 d49218d6k.htm FORM 6-K Form 6-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE Act of 1934

For the month of November 2015.

Commission File Number: 001-14856

 

 

ORIX Corporation

(Translation of Registrant’s Name into English)

 

 

World Trade Center Bldg., 2-4-1 Hamamatsu-cho, Minato-ku,

Tokyo, JAPAN

(Address of Principal Executive Offices)

 

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F  x        Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 


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Table of Document(s) Submitted

 

1.    

  

This is an English translation of ORIX Corporation’s quarterly financial report (shihanki houkokusho) as filed with the Kanto Financial Bureau in Japan on November 12, 2015, which includes unaudited consolidated financial information prepared in accordance with generally accepted accounting principles in the United States for the three and six months ended September 30, 2014 and 2015.

  


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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: November 12, 2015

 

By

 

/s/ Kazuo Kojima

   

Kazuo Kojima

   

Director

   

Deputy President and Chief Financial Officer

   

ORIX Corporation


Table of Contents

CONSOLIDATED FINANCIAL INFORMATION

Notes to Translation

 

1.

The following is an English translation of ORIX Corporation’s quarterly financial report (shihanki houkokusho) as filed with the Kanto Financial Bureau in Japan on November 12, 2015, which includes unaudited consolidated financial information prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for the three and six months ended September 30, 2014 and 2015.

 

2.

Significant differences between U.S. GAAP and generally accepted accounting principles in Japan (“Japanese GAAP”) are stated in Note 1 “Overview of Accounting Principles Utilized” of the notes to Consolidated Financial Statements.

In preparing its consolidated financial information, ORIX Corporation (the “Company”) and its subsidiaries have complied with U.S. GAAP.

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.

This document contains non-GAAP financial measures, including adjusted long-term debt, adjusted total assets and adjusted ORIX Corporation shareholders’ equity, as well as other measures and ratios calculated on the basis thereof. These non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable financial measures included in our consolidated financial statements presented in accordance with U.S. GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP measures are included in this document.

The Company believes that it will be considered a “passive foreign investment company” for U.S. Federal income tax purposes in the year to which these consolidated financial results relate and for the foreseeable future by reason of the composition of its assets and the nature of its income. A U.S. holder of the shares or ADSs of the Company is therefore 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.

 

– 1 –


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1.

Information on the Company and its Subsidiaries

(1) Consolidated Financial Highlights

 

     Millions of yen
(except for per share amounts and ratios)
 
     Six months
ended
September 30,
2014
    Six months
ended
September 30,
2015
    Fiscal year
ended
March 31,
2015
 

Total revenues

   ¥ 955,635      ¥ 1,170,194      ¥ 2,174,283   

Income before income taxes and discontinued operations

     201,133        250,745        344,017   

Net income attributable to ORIX Corporation shareholders

     141,299        161,298        234,948   

Comprehensive Income attributable to ORIX Corporation shareholders

     149,928        141,697        265,187   

ORIX Corporation shareholders’ equity

     2,036,333        2,249,232        2,152,198   

Total assets

     11,209,476        11,080,559        11,443,628   

Earnings per share for net income attributable to ORIX Corporation shareholders

      

Basic (yen)

     107.88        123.23        179.47   

Diluted (yen)

     107.72        123.11        179.21   

ORIX Corporation shareholders’ equity ratio (%)

     18.2        20.3        18.8   

Cash flows from operating activities

     99,406        218,586        257,611   

Cash flows from investing activities

     (105,954     (68,205     (467,801

Cash flows from financing activities

     17,390        (26,861     213,432   

Cash and cash equivalents at end of period

     832,285        949,121        827,518   
     Millions of yen
(except for per share amounts)
       
     Three months
ended
September 30,
2014
    Three months
ended
September 30,
2015
       

Total revenues

   ¥ 530,300      ¥ 564,070     

Net income attributable to ORIX Corporation shareholders

     75,353        79,788     

Earnings per share for net income attributable to ORIX Corporation shareholders

      

Basic (yen)

     57.53        60.95     

 

Notes:  

1.

 

Certain line items presented in the condensed consolidated statements of income have been reclassified starting from the three months ended December 31, 2014.

 

2.

 

Prior-year amounts have been adjusted retrospectively to eliminate a lag period that previously existed between DAIKYO INCORPORATED (hereinafter, “DAIKYO”) and the Company in fiscal 2015.

 

3.

 

Consumption tax is excluded from the stated amount of total revenues.

(2) Overview of Activities

During the six months ended September 30, 2015, no significant changes were made in the Company and its subsidiaries’ operations. Additionally, there were no changes of principal subsidiaries and affiliates.

2. Risk Factors

Investing in the Company’s securities involves risks. You should carefully consider the information described herein as well as the risks described under “Risk Factors” in our Form 20-F for the fiscal year ended March 31, 2015 and the other information in that annual report, including, but not limited to, the Company’s consolidated financial statements and related notes and “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” The Company’s business activities, financial condition and results of operations and the trading prices of the Company’s securities could be adversely affected by any of those factors or other factors.

3. Material Contracts

Not applicable.

 

– 2 –


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4. Analysis of Financial Results and Condition

The following discussion provides management’s explanation of factors and events that have significantly affected the Company’s financial condition and results of operations. Also included is management’s assessment of factors and trends that could have a material effect on the Company’s financial condition and results of operations in the future. However, please be advised that financial conditions and results of operations in the future may also be affected by factors other than those discussed herein. These factors and trends regarding the future were assessed as of the issue date of this quarterly financial report (shihanki houkokusho).

(1) Qualitative Information Regarding Consolidated Financial Results

Economic Environment

Concerns over declines of economic activities in emerging and developing countries and improved short-term economic outlook among developed countries create uneven economic landscapes. Japanese economy continues to show gradual recovery although there are some indicators of weak performance.

Financial Highlights

Financial Results for the Six Months Ended September 30, 2015

Total revenues

   ¥1,170,194 million (Up 22% year on year)

Total expenses

   ¥987,714 million (Up 20% year on year)

Income before income taxes and discontinued operations

   ¥250,745 million (Up 25% year on year)

Net income attributable to ORIX Corporation Shareholders

   ¥161,298 million (Up 14% year on year)

Earnings per share for net income attributable to ORIX Corporation Shareholders

  

(Basic)

   ¥123.23 (Up 14% year on year)

(Diluted)

   ¥123.11 (Up 14% year on year)

ROE (Annualized) *1

   14.7% (14.3% during the same period in the previous fiscal year)

ROA (Annualized) *2

   2.86% (2.79% during the same period in the previous fiscal year)

 

*1

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

*2

ROA is the ratio of Net Income Attributable to ORIX Corporation Shareholders for the period to average Total Assets.

Total revenues for the six months ended September 30, 2015 increased 22% to ¥1,170,194 million compared to ¥955,635 million during the same period of the previous fiscal year. Sales of goods and real estate increased primarily due to revenue generated by subsidiaries acquired during the previous fiscal year. In addition, services income increased due to, among other things, revenue generated by the asset management business of Robeco Groep N.V. (hereinafter, “Robeco”), as well as expansion of environment and energy-related business and other fee-related businesses. Meanwhile, with the deterioration of market environment since the latter half of August 2015, life insurance premiums and related investment income decreased due to a significant decrease in investment income from variable annuity and variable life insurance contracts held by Hartford Life Insurance K.K. (hereinafter, “HLIKK”), which was merged into ORIX Life Insurance Corporation on July 1, 2015.

Total expenses increased 20% to ¥987,714 million compared to ¥820,666 million during the same period of the previous fiscal year. Services expense and costs of goods and real estate sold each increased in line with the aforementioned revenue increases. Selling, general and administrative expenses also increased due in part to an increase in the number of consolidated subsidiaries. On the other hand, life insurance costs decreased due to reversal of liability reserve in line with the aforementioned decrease in investment income from variable annuity and variable life insurance contracts.

Gains on sales of subsidiaries and affiliates and liquidation losses, net increased compared to the same period of the previous fiscal year due primarily to the recognition of a gain on sale of partial shares of Houlihan Lokey, Inc. (hereinafter, “HL”), in connection with its initial public offering in the United States, which became an equity method affiliate.

As a result of the foregoing, income before income taxes and discontinued operations for the six months ended September 30, 2015 increased 25% to ¥250,745 million compared to ¥201,133 million during the same period of the previous fiscal year, and net income attributable to ORIX Corporation shareholders increased 14% to ¥161,298 million compared to ¥141,299 million during the same period of the previous fiscal year.

 

– 3 –


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Segment Information

Total revenues and profits by segment for the six months ended September 30, 2014 and 2015 are as follows:

 

     Millions of yen  
     Six months ended
September 30, 2014
    Six months ended
September 30, 2015
     Change
(revenues)
    Change
(profits)
 
     Segment
Revenues
    Segment
Profits
    Segment
Revenues
    Segment
Profits
     Amount     Percent
(%)
    Amount     Percent
(%)
 

Corporate Financial Services

   ¥ 40,822      ¥ 12,646      ¥ 52,712      ¥ 21,564       ¥ 11,890        29      ¥ 8,918        71   

Maintenance Leasing

     131,671        21,509        135,924        23,117         4,253        3        1,608        7   

Real Estate

     94,381        15,751        109,047        33,717         14,666        16        17,966        114   

Investment and Operation

     257,668        14,503        493,525        36,450         235,857        92        21,947        151   

Retail

     182,050        77,045        102,401        32,062         (79,649     (44     (44,983     (58

Overseas Business

     253,254        61,533        277,843        97,881         24,589        10        36,348        59   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

     959,846        202,987        1,171,452        244,791         211,606        22        41,804        21   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Difference between Segment Total and Consolidated Amounts

     (4,211     (1,854     (1,258     5,954         2,953        —          7,808        —     
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total Consolidated Amounts

   ¥ 955,635      ¥ 201,133      ¥ 1,170,194      ¥ 250,745       ¥ 214,559        22      ¥ 49,612        25   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total assets by segment as of March 31, 2015 and September 30, 2015 are as follows:

 

     Millions of yen  
     March 31, 2015      September 30, 2015      Change  
     Segment
Assets
     Composition
ratio (%)
     Segment
Assets
     Composition
ratio (%)
     Amount     Percent
(%)
 

Corporate Financial Services

   ¥ 1,132,468         9.9       ¥ 1,068,522         9.6       ¥ (63,946     (6

Maintenance Leasing

     662,851         5.8         699,346         6.3         36,495        6   

Real Estate

     835,386         7.3         753,892         6.8         (81,494     (10

Investment and Operation

     660,014         5.8         598,957         5.4         (61,057     (9

Retail

     3,700,635         32.3         3,473,196         31.3         (227,439     (6

Overseas Business

     2,178,895         19.0         2,172,123         19.7         (6,772     (0
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

     9,170,249         80.1         8,766,036         79.1         (404,213     (4
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Difference between Segment Total and Consolidated Amounts

     2,273,379         19.9         2,314,523         20.9         41,144        2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total Consolidated Amounts

   ¥ 11,443,628         100.0       ¥ 11,080,559         100.0       ¥ (363,069     (3
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total segment profits for the six months ended September 30, 2015 increased 21% to ¥244,791 million compared to ¥202,987 million during the same period of the previous fiscal year. While profits from Retail segment decreased compared to the same period of the previous fiscal year, Overseas Business, Investment and Operation, Real Estate, and Corporate Financial Services segments contributed the most to the increase in total segment profits, and Maintenance Leasing segment continued to display strong performance.

In addition, during the three months ended March 31, 2015, the closing date of the accounting period of DAIKYO, which is included in Investment and Operation segment, has been changed in order to eliminate a lag period that previously existed between DAIKYO and the Company. Based on this change, the financial statements for the same period of the previous fiscal year have been adjusted retrospectively.

Segment information for the six months ended September 30, 2015 is as follows:

 

– 4 –


Table of Contents

Corporate Financial Services Segment: Lending, leasing and fee business

The Japanese economy continues to show steady improvement due to an increase in capital investment in line with improved corporate earnings and a steady growth led by consumer spending despite some indicators of weak performance. Competition in the lending business continues to intensify as financial institutions increase their lending in response to increased demand for corporate funding.

Segment revenues increased 29% to ¥52,712 million compared to ¥40,822 million during the same period of the previous fiscal year due to increases in sales of goods and services income resulting primarily from revenue generated by Yayoi Co., Ltd. (hereinafter, “Yayoi”), which we acquired on December 22, 2014, and robust fee business generated from domestic small and medium-sized enterprise customers. In addition, recognition of gains on sales of investment securities increased, offsetting a decrease in finance revenues in line with the decreased average investment in direct financing leases and installment loan balances.

While segment expenses increased compared to the same period of the previous fiscal year due primarily to an increase in selling, general and administrative expenses following the consolidation of Yayoi, segment profits increased 71% to ¥21,564 million compared to ¥12,646 million during the same period of the previous fiscal year.

Segment assets decreased 6% to ¥1,068,522 million compared to the end of the previous fiscal year due primarily to decreases in investment in direct financing leases, installment loans, and investment in securities.

 

     Six months
ended
September 30,
2014
     Six months
ended
September 30,
2015
    Change  
          Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

         

Finance revenues

   ¥ 18,109       ¥ 16,845      ¥ (1,264     (7

Operating leases

     12,167         12,357        190        2   

Services income

     9,213         17,400        8,187        89   

Gains on investment securities and dividends, and other

     1,333         6,110        4,777        358   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Revenues

     40,822         52,712        11,890        29   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Expenses:

         

Interest expense

     4,311         3,685        (626     (15

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     513         (847     (1,360     —     

Other than the above

     23,548         28,677        5,129        22   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Expenses

     28,372         31,515        3,143        11   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Operating Income

     12,450         21,197        8,747        70   
  

 

 

    

 

 

   

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     196         367        171        87   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Profits

   ¥ 12,646       ¥ 21,564      ¥ 8,918        71   
  

 

 

    

 

 

   

 

 

   

 

 

 
     As of
March 31,
2015
     As of
September 30,
2015
    Change  
          Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 461,704       ¥ 423,892      ¥ (37,812     (8

Installment loans

     461,277         435,182        (26,095     (6

Investment in operating leases

     30,329         33,279        2,950        10   

Investment in securities

     45,415         39,385        (6,030     (13

Property under facility operations

     5,930         9,324        3,394        57   

Inventories

     55         46        (9     (16

Advances for investment in operating leases

     202         56        (146     (72

Investment in affiliates

     20,875         21,849        974        5   

Advances for property under facility operations

     772         589        (183     (24

Goodwill and other intangible assets acquired in business combinations

     105,909         104,920        (989     (1
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Assets

   ¥ 1,132,468       ¥ 1,068,522      ¥ (63,946     (6
  

 

 

    

 

 

   

 

 

   

 

 

 

 

– 5 –


Table of Contents

Maintenance Leasing Segment: Automobile leasing and rentals, car sharing, and test and measurement instruments and IT-related equipment rentals and leasing

In line with an increase in capital investment resulted from improved corporate earnings, revenue has been growing by providing high value added services targeting demands in capital investment and cost reduction. Japanese automobile leasing industry has been experiencing the same level of the number of new auto leases as the same period of the previous fiscal year.

Segment revenues increased 3% to ¥135,924 million from ¥131,671 million during the same period of the previous fiscal year due primarily to increases in operating leases revenues and finance revenues resulting from the steady expansion of assets in the auto-business and in services income derived from value-added services such as maintenance.

While segment expenses increased due primarily to increases in the costs of operating leases, service expenses, and selling, general, and administrative expenses, which were in line with revenue growth, segment profits increased 7% to ¥23,117 million compared to ¥21,509 million during the same period of the previous fiscal year.

Segment assets increased 6% to ¥699,346 million compared to the end of the previous fiscal year due primarily to a steady increase in leasing asset mainly in the auto-business.

 

     Six months
ended
September 30,
2014
    Six months
ended
September 30,
2015
    Change  
         Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

        

Finance revenues

   ¥ 5,144      ¥ 6,253      ¥ 1,109        22   

Operating leases

     93,937        94,426        489        1   

Services income

     30,645        33,184        2,539        8   

Sales of goods and real estate, and other

     1,945        2,061        116        6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Segment Revenues

     131,671        135,924        4,253        3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Expenses:

        

Interest expense

     1,908        1,750        (158     (8

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     54        (89     (143     —     

Other than the above

     108,169        111,172        3,003        3   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Segment Expenses

     110,131        112,833        2,702        2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Operating Income

     21,540        23,091        1,551        7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     (31     26        57        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment Profits

   ¥ 21,509      ¥ 23,117      ¥ 1,608        7   
  

 

 

   

 

 

   

 

 

   

 

 

 
     As of
March 31,
2015
    As of
September 30,
2015
    Change  
         Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 184,907      ¥ 213,833      ¥ 28,926        16   

Investment in operating leases

     473,035        480,472        7,437        2   

Investment in securities

     1,130        1,112        (18     (2

Property under facility operations

     576        622        46        8   

Inventories

     463        533        70        15   

Advances for investment in operating leases

     241        233        (8     (3

Investment in affiliates

     2,074        2,116        42        2   

Goodwill and other intangible assets acquired in business combinations

     425        425        —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Segment Assets

   ¥ 662,851      ¥ 699,346      ¥ 36,495        6   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

– 6 –


Table of Contents

Real Estate Segment: Real estate development, rental and financing; facility operation; REIT asset management; and real estate investment and advisory services

Office rents and vacancy rate in the Japanese office building market continue to show signs of improvement led by Tokyo. J-REIT and foreign investors remain active in property acquisitions, and we are seeing rising sales prices and increasing sales of large-scale real estate. Furthermore, due to increasing numbers of tourists from abroad, we are also seeing increases in the occupancy rate and average daily rate of hotels and Japanese inns.

Segment revenues increased 16% to ¥109,047 million compared to ¥94,381 million during the same period of the previous fiscal year due primarily to an increase in gains on sales of real estate under operating leases, which are included in operating leases revenues. An increase in services income from the facility operation business also contributed to segment revenues.

Segment expenses decreased compared to the same period of the previous fiscal year due primarily to a decrease in write-downs of long-lived assets in addition to decreases in interest expense and costs of operating leases in line with decreased assets.

As a result of the foregoing, segment profits increased 114% to ¥33,717 million compared to ¥15,751 million during the same period of the previous fiscal year.

Segment assets decreased 10% to ¥753,892 million compared to the end of the previous fiscal year due primarily to a decrease in investment in operating leases, which resulted from sales of rental properties, and a decrease in installment loans and investment in securities.

 

     Six months
ended
September 30,
2014
     Six months
ended
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

          

Finance revenues

   ¥ 2,249       ¥ 5,491       ¥ 3,242        144   

Operating leases

     34,405         36,736         2,331        7   

Services income

     52,571         57,482         4,911        9   

Sales of goods and real estate, and other

     5,156         9,338         4,182        81   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Revenues

     94,381         109,047         14,666        16   
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Expenses:

          

Interest expense

     3,826         2,603         (1,223     (32

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     5,701         817         (4,884     (86

Other than the above

     72,687         73,157         470        1   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Expenses

     82,214         76,577         (5,637     (7
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Operating Income

     12,167         32,470         20,303        167   
  

 

 

    

 

 

    

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     3,584         1,247         (2,337     (65
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Profits

   ¥ 15,751       ¥ 33,717       ¥ 17,966        114   
  

 

 

    

 

 

    

 

 

   

 

 

 
     As of
March 31,
2015
     As of
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 22,277       ¥ 18,978       ¥ (3,299     (15

Installment loans

     22,811         12,378         (10,433     (46

Investment in operating leases

     423,825         378,881         (44,944     (11

Investment in securities

     21,718         9,517         (12,201     (56

Property under facility operations

     172,207         180,764         8,557        5   

Inventories

     12,484         4,594         (7,890     (63

Advances for investment in operating leases

     44,666         36,949         (7,717     (17

Investment in affiliates

     91,275         92,326         1,051        1   

Advances for property under facility operations

     12,055         7,527         (4,528     (38

Goodwill and other intangible assets acquired in business combinations

     12,068         11,978         (90     (1
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Assets

   ¥ 835,386       ¥ 753,892       ¥ (81,494     (10
  

 

 

    

 

 

    

 

 

   

 

 

 

 

– 7 –


Table of Contents

Investment and Operation Segment: Environment and energy-related business, principal investment and loan servicing (asset recovery)

In the Japanese environment and energy-related business, even though the government is reassessing the renewable energy purchase program, the significance of renewable energy in the mid-to-long term is on the rise with investment targets expanding beyond solar power generation projects to include wind and geothermal power generation projects. In addition, the capital markets environment has continued to support domestic initial public offerings.

Segment revenues increased 92% to ¥493,525 million compared to ¥257,668 million during the same period of the previous fiscal year due primarily to significant increases in sales of goods and real estate contributed by subsidiaries acquired during the previous fiscal year, an increase in number of condominiums sold by DAIKYO and an increase in amount of services income from environment and energy-related business.

Segment expenses also increased compared to the same period of the previous fiscal year due to an increase in expenses in connection with acquired subsidiaries, including DAIKYO, and the environment and energy-related business, each of which increased in line with segment revenues expansion.

In addition, due to the recognition of gains on sales of shares of subsidiaries, segment profits increased 151% to ¥36,450 million compared to ¥14,503 million during the same period of the previous fiscal year.

Segment assets decreased 9% to ¥598,957 million compared to the end of the previous fiscal year primarily due to decreases in investment in securities and goodwill and other intangible assets.

 

     Six months
ended
September 30,
2014
     Six months
ended
September 30,
2015
    Change  
          Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

         

Finance revenues

   ¥ 8,302       ¥ 6,507      ¥ (1,795     (22

Gains on investment securities and dividends

     4,596         9,705        5,109        111   

Sales of goods and real estate

     119,055         338,282        219,227        184   

Services income

     121,394         134,056        12,662        10   

Operating leases, and other

     4,321         4,975        654        15   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Revenues

     257,668         493,525        235,857        92   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Expenses:

         

Interest expense

     1,732         1,792        60        3   

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     840         (644     (1,484     —     

Other than the above

     243,073         464,672        221,599        91   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Expenses

     245,645         465,820        220,175        90   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Operating Income

     12,023         27,705        15,682        130   
  

 

 

    

 

 

   

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     2,480         8,745        6,265        253   
  

 

 

    

 

 

   

 

 

   

 

 

 

Segment Profits

   ¥ 14,503       ¥ 36,450      ¥ 21,947        151   
  

 

 

    

 

 

   

 

 

   

 

 

 
     As of
March 31,
2015
     As of
September 30,
2015
    Change  
          Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 15,092       ¥ 16,133      ¥ 1,041        7   

Installment loans

     93,196         86,546        (6,650     (7

Investment in operating leases

     23,388         23,224        (164     (1

Investment in securities

     112,896         80,123        (32,773     (29

Property under facility operations

     90,895         82,882        (8,013     (9

Inventories

     116,549         107,289        (9,260     (8

Advances for investment in operating leases

     16         649        633        —     

Investment in affiliates

     51,108         54,613        3,505        7   

Advances for property under facility operations

     30,861         45,528        14,667        48   

Goodwill and other intangible assets acquired in business combinations

     126,013         101,970        (24,043     (19
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Segment Assets

   ¥ 660,014       ¥ 598,957      ¥ (61,057     (9
  

 

 

    

 

 

   

 

 

   

 

 

 

 

– 8 –


Table of Contents

Retail Segment: Life insurance, banking and card loan business

Although the life insurance business is being affected by macroeconomic factors such as domestic population decline, we are seeing increasing numbers of companies developing new products in response to the rising demand for medical insurance. In the consumer finance sector, banks are increasing their assets to further secure new revenue streams and the competition in the lending business continues to intensify.

Segment revenues decreased 44% to ¥102,401 million compared to ¥182,050 million during the same period of the previous fiscal year due to recognition of a gain on sale of shares of Monex Group Inc. in the three months ended June 30, 2014 and a significant decrease in investment income from variable annuity and variable life insurance contracts held by HLIKK as a result of deterioration in market environment since the latter half of August 2015.

Segment expenses decreased compared to the same period of the previous fiscal year due primarily to a reversal of liability reserve for the aforementioned decrease in investment income of HLIKK.

In addition, due primarily to the recognition of a bargain purchase gain resulted from the acquisition of HLIKK during the same period of the previous fiscal year, segment profits decreased 58% to ¥32,062 million compared to ¥77,045 million during the same period of the previous fiscal year.

Segment assets decreased 6% to ¥3,473,196 million compared to the end of the previous fiscal year due to a large decrease in investment in securities held by HLIKK, offsetting an increase in installment loans in line with an increase in assets in the banking business.

 

     Six months
ended
September 30,
2014
     Six months
ended
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

          

Finance revenues

   ¥ 26,002       ¥ 27,172       ¥ 1,170        4   

Life insurance premiums and related investment income

     138,020         71,171         (66,849     (48

Services income and other

     18,028         4,058         (13,970     (77
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Revenues

     182,050         102,401         (79,649     (44
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Expenses:

          

Interest expense

     2,915         2,369         (546     (19

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     1,339         3,508         2,169        162   

Other than the above

     137,130         65,257         (71,873     (52
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Expenses

     141,384         71,134         (70,250     (50
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Operating Income

     40,666         31,267         (9,399     (23
  

 

 

    

 

 

    

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     36,379         795         (35,584     (98
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Profits

   ¥ 77,045       ¥ 32,062       ¥ (44,983     (58
  

 

 

    

 

 

    

 

 

   

 

 

 
     As of
March 31,
2015
     As of
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 2,740       ¥ 1,869       ¥ (871     (32

Installment loans

     1,376,710         1,425,107         48,397        4   

Investment in operating leases

     50,587         49,680         (907     (2

Investment in securities

     2,246,912         1,974,387         (272,525     (12

Investment in affiliates

     3,785         3,069         (716     (19

Goodwill and other intangible assets acquired in business combinations

     19,901         19,084         (817     (4
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Assets

   ¥ 3,700,635       ¥ 3,473,196       ¥ (227,439     (6
  

 

 

    

 

 

    

 

 

   

 

 

 

 

– 9 –


Table of Contents

Overseas Business Segment: Leasing, lending, investment in bonds, investment banking, asset management and ship- and aircraft-related operations

Concerns over declines of economic activities in emerging and developing countries and improved short-term economic outlook among developed countries create uneven economic landscapes.

Segment revenues increased 10% to ¥277,843 million compared to ¥253,254 million during the same period of the previous fiscal year due primarily to increases in finance revenues in the Americas, gains on sales of investment securities and operating leases revenues in Asia, and asset management revenue of Robeco despite a decrease resulted from deconsolidation of HL.

Segment expenses increased compared to the same period of the previous fiscal year due primarily to increases in the costs of operating leases and selling, general and administrative expense of Robeco, each of which increased in line with revenues growth.

In addition, segment profits increased 59% to ¥97,881 million compared to ¥61,533 million in the same period of the previous fiscal year due primarily to the recognition of a gain on sale of partial shares of HL in connection with its initial public offering in the United States.

Segment assets were flat at ¥2,172,123 million compared to the end of the previous fiscal year due to an increase in investment in operating leases by aircraft-related operations, offsetting a decrease in installment loans in the Americas and impact of fluctuations in foreign exchange rates.

 

     Six months
ended
September 30,
2014
     Six months
ended
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Segment Revenues:

          

Finance revenues

   ¥ 29,210       ¥ 36,212       ¥ 7,002        24   

Gains on investment securities and dividends

     9,792         15,670         5,878        60   

Operating leases

     38,766         43,994         5,228        13   

Services income

     141,730         137,987         (3,743     (3

Sales of goods and real estate, and other

     33,756         43,980         10,224        30   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Revenues

     253,254         277,843         24,589        10   
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Expenses:

          

Interest expense

     14,771         15,718         947        6   

Provision for doubtful receivables and probable loan losses and write-downs of long-lived assets and securities

     2,477         4,866         2,389        96   

Other than the above

     190,812         206,882         16,070        8   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Expenses

     208,060         227,466         19,406        9   
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Operating Income

     45,194         50,377         5,183        11   
  

 

 

    

 

 

    

 

 

   

 

 

 

Equity in Net income (Loss) of Affiliates, and others

     16,339         47,504         31,165        191   
  

 

 

    

 

 

    

 

 

   

 

 

 

Segment Profits

   ¥ 61,533       ¥ 97,881       ¥ 36,348        59   
  

 

 

    

 

 

    

 

 

   

 

 

 
     As of
March 31,
2015
     As of
September 30,
2015
     Change  
           Amount     Percent (%)  
     (Millions of yen, except percentage data)  

Investment in direct financing leases

   ¥ 386,567       ¥ 349,393       ¥ (37,174     (10

Installment loans

     344,108         308,041         (36,067     (10

Investment in operating leases

     278,665         342,076         63,411        23   

Investment in securities

     404,322         390,251         (14,071     (3

Property under facility operations

     26,867         25,719         (1,148     (4

Inventories

     35,925         37,273         1,348        4   

Advances for investment in operating leases

     4,434         6,140         1,706        38   

Investment in affiliates

     209,027         294,221         85,194        41   

Goodwill and other intangible assets acquired in business combinations

     488,980         419,009         (69,971     (14
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Segment Assets

   ¥ 2,178,895       ¥ 2,172,123       ¥ (6,772     (0
  

 

 

    

 

 

    

 

 

   

 

 

 

 

– 10 –


Table of Contents

(2) Financial Condition

 

     As of
March 31,
2015
    As of
September 30,
2015
    Change  
         Amount     Percent
(%)
 
     (Millions of yen except per share, ratios and percentages)  

Total assets

   ¥ 11,443,628      ¥ 11,080,559      ¥ (363,069     (3

(Segment assets)

     9,170,249        8,766,036        (404,213     (4

Total liabilities

     9,058,656        8,641,780        (416,876     (5

(Short- and long-term debt)

     4,417,730        4,371,247        (46,483     (1

(Deposits)

     1,287,380        1,332,687        45,307        4   

ORIX Corporation shareholders’ equity

     2,152,198        2,249,232        97,034        5   

ORIX Corporation shareholders’ equity per share (yen)*1

     1,644.60        1,717.95        73.35        4   

ORIX Corporation shareholders’ equity ratio*2

     18.8     20.3     —          —     

Adjusted ORIX Corporation shareholders’ equity ratio*3

     19.3     21.0     —          —     

D/E ratio (Debt-to-equity ratio) (Short-and long-term debt (excluding deposits) / ORIX Corporation shareholders’ equity)

     2.1     1.9     —          —     

Adjusted D/E ratio*3

     1.9     1.8     —          —     

 

*1

ORIX Corporation shareholders’ equity per share is calculated using total ORIX Corporation shareholders’ equity.

*2

ORIX Corporation shareholders’ equity ratio is the ratio as of the period end of ORIX Corporation shareholders’ equity to total assets.

*3

Adjusted ORIX Corporation shareholders’ equity ratio and Adjusted D/E ratio are non-GAAP financial measures presented on an adjusted basis which excludes the effect of consolidating certain variable interest entities (VIEs) on our assets or liabilities and reverses the cumulative effect on our retained earnings of such consolidation, which resulted from applying the accounting standards for the consolidation of VIEs under ASU 2009-16 and ASU 2009-17, effective April 1, 2010. For a discussion of these and other non-GAAP financial measures, including a quantitative reconciliation to the most directly comparable GAAP financial measures, please see “5. Non-GAAP Financial Measures.”

Total assets decreased 3% to ¥11,080,559 million compared to ¥11,443,628 million at the end of the previous fiscal year. Investment in operating leases increased due primarily to purchases of aircraft in Overseas Business segment. Meanwhile, investment in securities decreased due primarily to surrender of variable annuity and variable life insurance contracts held by HLIKK and a decrease in investment income from these contracts as a result of deterioration in the market environment. Segment assets decreased 4% to ¥8,766,036 million compared to the end of the previous fiscal year.

We manage our balance of interest-bearing liabilities at an appropriate level taking into account the condition of assets and our liquidity on-hand as well as the domestic and overseas financial environments. As a result, long- and short-term debt decreased and deposits increased compared to the end of the previous fiscal year. In addition, policy liabilities and policy account balances decreased due to the surrender of variable annuity and variable life insurance contracts held by HLIKK and a reversal of liability reserve in line with the decrease in investment income as mentioned above.

Shareholders’ equity increased 5% to ¥2,249,232 million compared to the end of the previous fiscal year primarily due to an increase in retained earnings.

 

– 11 –


Table of Contents

(3) Liquidity and Capital Resources

We require capital resources for working capital and investment and lending in our businesses. We accordingly prioritize funding stability, maintaining adequate liquidity, and reducing capital costs. We formulate and execute on funding policies that are resilient to sudden deterioration in financial markets, and then conduct funding activities in accordance with actual transitions in our assets and changes in financial markets. In preparing our management plan, we project funding activities to maintain a balanced capital structure in light of projected cash flows, asset liquidity and our own liquidity situation. In implementation, we adjust our funding plan based on changes in the external funding environment and our funding needs in light of our business activities, and endeavor to maintain flexibility in our funding activities.

We have endeavored to diversify our funding sources, promote longer liability maturities, stagger interest and principal repayment dates, and otherwise maintain sufficient liquidity and reinforce our funding stability.

Our funding was comprised of borrowings from financial institutions, direct fund procurement from capital markets, and deposits. ORIX Group’s total funding including that from short- and long-term debt and deposits on a consolidated basis was ¥5,703,934 million as of September 30, 2015.

Borrowings were procured from a diverse range of financial institutions including major banks, regional banks, foreign banks and life and casualty insurance companies. The number of financial institutions from which we procured borrowings exceeded 200 as of September 30, 2015. Procurement from the capital markets was composed of bonds, medium-term notes, commercial paper, payables under securitized leases, loan receivables and other assets (including asset backed securities). ORIX Group accepts deposits for funding purposes, with the majority of deposits attributable to ORIX Bank Corporation.

In an effort to promote longer liability maturities and diversify our funding sources, during the six months ended September 30, 2015, we issued ¥35,000 million of five-year domestic straight bonds to individual investors in Japan, and also US$300 million, Thai baht 2,000 million and Korean won 90,000 million of straight bonds outside Japan. We intend to continue to strengthen our financial condition, while maintaining an appropriate funding mix.

Short-term and long-term debt and deposits

(a) Short-term debt

 

     Millions of yen  
     March 31, 2015      September 30, 2015  

Borrowings from financial institutions

   ¥ 195,164       ¥ 240,476   

Commercial paper

     89,621         70,074   
  

 

 

    

 

 

 

Total short-term debt

   ¥    284,785       ¥    310,550   
  

 

 

    

 

 

 

Short-term debt as of September 30, 2015 was ¥310,550 million, which accounted for 7% of the total amount of short and long-term debt (excluding deposits) as compared to 6% as of March 31, 2015.

While the amount of short-term debt as of September 30, 2015 was ¥310,550 million, the sum of cash and cash equivalents and the unused amount of committed credit facilities as of September 30, 2015 was ¥1,345,611 million.

(b) Long-term debt

 

     Millions of yen  
     March 31, 2015      September 30, 2015  

Borrowings from financial institutions

   ¥ 2,687,434       ¥ 2,634,856   

Bonds

     1,118,766         1,026,688   

Medium-term notes

     35,110         61,830   

Payables under securitized lease, loan receivables and other assets

     291,635         337,323   
  

 

 

    

 

 

 

Total long-term debt

   ¥ 4,132,945       ¥ 4,060,697   
  

 

 

    

 

 

 

 

– 12 –


Table of Contents

The balance of long-term debt as of September 30, 2015 was ¥4,060,697 million, which accounted for 93% of the total amount of short and long-term debt (excluding deposits) as compared to 94% as of March 31, 2015. On an adjusted basis, our ratio of long-term debt to total debt (excluding deposits) was 92% as of September 30, 2015 as compared to 93% as of March 31, 2015. This ratio is a non-GAAP financial measure presented on an adjusted basis that excludes payables under securitized leases, loan receivables and other assets. For a discussion of this and other non-GAAP financial measures including reconciliations to the most directly comparable financial measures presented in accordance with GAAP, see “5. Non-GAAP Financial Measures.”

(c) Deposits

 

     Millions of yen  
     March 31, 2015      September 30, 2015  

Deposits

   ¥ 1,287,380       ¥ 1,332,687   

Apart from the short-term and long-term debt noted above, ORIX Bank Corporation and ORIX Asia Limited accept deposits. These deposit-taking subsidiaries are regulated institutions, and loans from these subsidiaries to ORIX Group entities are subject to maximum regulatory limits.

(4) Summary of Cash Flows

Cash and cash equivalents as of September 30, 2015 increased by ¥121,603 million to ¥949,121 million compared to March 31, 2015.

Cash flows provided by operating activities were ¥218,586 million in the six months ended September 30, 2015, up from ¥99,406 million during the same period of the previous fiscal year, primarily resulting from an increase in net income, and a decrease in trading securities, but partially offset by a net decrease in policy liabilities and policy account balances of HLIKK compared to the same period of the previous fiscal year.

Cash flows used in investing activities were ¥68,205 million in the six months ended September 30, 2015, down from ¥105,954 million during the same period of the previous fiscal year. This change was primarily due to an increase in proceeds from sales of available-for-sale securities and an increase in principal payments received under direct financing leases, but partially offset by an increase in purchases of lease equipment compared to the same period of the previous fiscal year.

Cash flows used in financing activities were ¥26,861 million in the six months ended September 30, 2015 compared to the inflow of ¥17,390 million during the same period of the previous fiscal year. This change was primarily due to a net decrease in debt with maturities of three months or less compared to a net increase during the same period of the previous fiscal year and an increase in repayment of debt with maturities longer than three months, but partially offset by an increase proceeds from debt with maturities longer than three months.

(5) Challenges to be addressed

There were no significant changes for the six months ended September 30, 2015.

(6) Research and Development Activity

There were no significant changes in research and development activity for the six months ended September 30, 2015.

(7) Major facilities

There were no significant changes in major facilities for the six months ended September 30, 2015.

 

– 13 –


Table of Contents
5.

Non-GAAP Financial Measures

Section 4 “Analysis of Financial Results and Condition” contains certain financial measures presented on a basis not in accordance with U.S. GAAP (commonly referred to as non-GAAP financial measures), including adjusted long-term debt, adjusted ORIX Corporation shareholders’ equity and adjusted total assets, as well as other measures or ratios calculated based on those measures, presented on an adjusted basis, which excludes payables under securitized leases, loan receivables and other assets and reverses the cumulative effect on retained earnings of applying the accounting standards for the consolidation of VIEs under ASU 2009-16 and ASU 2009-17, effective April 1, 2010.

Our management believes these non-GAAP financial measures provide investors with additional meaningful comparisons between our financial condition as of September 30, 2015, as compared to prior periods. Effective April 1, 2010, we adopted ASU 2009-16 and ASU 2009-17, which changed the circumstances under which we are required to consolidate certain VIEs. Our adoption of these accounting standards caused a significant increase in our consolidated assets and liabilities and a decrease in our retained earnings without affecting the net cash flow and economic effects of our investments in such consolidated VIEs. Accordingly, our management believes that providing certain financial measures that exclude the impact of consolidating certain VIEs on our assets and liabilities as a supplement to financial information calculated in accordance with U.S. GAAP enhances understanding of the overall picture of our current financial position and enables investors to evaluate our historical financial and business trends without the large balance sheet fluctuation caused by our adoption of these accounting standards.

We provide these non-GAAP financial measures as supplemental information to our consolidated financial statements prepared in accordance with U.S. GAAP, and they should not be considered in isolation or as substitutes for the most directly comparable U.S. GAAP measures.

The tables set forth below provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures presented in accordance with U.S. GAAP as reflected in our consolidated financial statements for the periods provided.

 

          2015  
          As of March 31,     As of September 30,  
          (Millions of yen, except percentage data)  

Total assets

   (a)    ¥ 11,443,628      ¥ 11,080,559   

Deduct: Payables under securitized leases, loan receivables and other assets*

        291,635        337,323   

Adjusted total assets

   (b)      11,151,993        10,743,236   

Short-term debt

   (c)      284,785        310,550   

Long-term debt

   (d)      4,132,945        4,060,697   

Deduct: Payables under securitized leases, loan receivables and other assets*

        291,635        337,323   

Adjusted long-term debt

   (e)      3,841,310        3,723,374   

Long- and short-term debt (excluding deposits)

   (f)=(c)+(d)      4,417,730        4,371,247   

Adjusted short- and long-term debt (excluding deposits)

   (g)=(c)+(e)      4,126,095        4,033,924   

ORIX Corporation shareholders’ equity

   (h)      2,152,198        2,249,232   

Deduct: The cumulative effect on retained earnings of applying the accounting standards for the consolidation of VIEs under ASU 2009-16 and ASU 2009-17,effective April 1, 2010

        (3,060     (2,802

Adjusted ORIX Corporation shareholders’ equity

   (i)      2,155,258        2,252,034   

ORIX Corporation shareholders’ equity ratio

   (h)/(a)      18.8     20.3

Adjusted ORIX Corporation shareholders’ equity ratio

   (i)/(b)      19.3     21.0

D/E ratio

   (f)/(h)      2.1     1.9

Adjusted D/E ratio

   (g)/(i)      1.9     1.8

Long-term debt ratio

   (d)/(f)      94     93

Adjusted long-term debt ratio

   (e)/(g)      93     92

 

*

These deductions represent amounts recorded as liabilities and included in long-term debt on the consolidated balance sheets.

 

– 14 –


Table of Contents
6.

Company Stock Information

(The following disclosure is provided for ORIX Corporation on a stand-alone basis and has been prepared based on Japanese GAAP.)

(1) Issued Shares, Common Stock and Additional Paid-in Capital

The number of issued shares, the amount of common stock and additional paid-in capital for the three months ended September 30, 2015 is as follows:

 

In thousands   Millions of yen
Number of issued shares   Common stock   Additional paid-in capital

Increase, net

    September 30, 2015   Increase, net     September 30, 2015   Increase, net     September 30, 2015
  2      1,324,049   ¥ 2      ¥220,458   ¥ 2      ¥247,637

(2) List of Major Shareholders

The following is a list of major shareholders based on our share registry as of September 30, 2015:

 

Name

  Number of
shares held

(in thousands)
    Percentage
of total
shares issued
 

Address

   

Japan Trustee Services Bank, Ltd. (Trust Account)

1-8-11, Harumi, Chuo-ku, Tokyo

    94,387        7.12

The Master Trust Bank of Japan, Ltd. (Trust Account)

2-11-3, Hamamatsu-cho, Minato-ku, Tokyo

    73,667        5.56   

JP MORGAN CHASE BANK 380055

270 PARK AVENUE, NEW YORK, NY 10017, UNITED STATES OF AMERICA

    73,094        5.52   

THE CHASE MANHATTAN BANK 385036

360 N. CRESCENT DRIVE BEVERLY HILLS, CA 90210 U.S.A.

    37,097        2.80   

Japan Trustee Services Bank, Ltd. (Trust Account 9)

1-8-11, Harumi, Chuo-ku, Tokyo

    36,125        2.72   

THE BANK OF NEW YORK MELLON SA/NV 10

RUE MONTOYERSTRAAT 46, 1000 BRUSSELS, BELGIUM

    30,583        2.30   

STATE STREET BANK AND TRUST COMPANY

ONE LINCOLN STREET, BOSTON MA USA 02111

    30,162        2.27   

STATE STREET BANK AND TRUST COMPANY 505225

P.O. BOX 351 BOSTON MASSACHUSETTS 02101 U.S.A.

    22,760        1.71   

CITIBANK, N.A.-NY, AS DEPOSITARY BANK FOR DEPOSITARY SHARE HOLDERS

388 GREENWICH STREET NEW YORK, NY 10013 USA

    22,350        1.68   

STATE STREET BANK WEST CLIENT—TREATY 505234

1776 HERITAGE DRIVE, NORTH QUINCY, MA 02171, U.S.A.

    19,816        1.49   
 

 

 

   

 

 

 
    440,046        33.23
 

 

 

   

 

 

 

 

Notes:

 

(a)

The number of shares held in relation to a trust business may not be all inclusive and therefore is reported with reference to the names listed as shareholders.

 

7.

Directors and Executive Officers

Between the filing date of Form 20-F for the fiscal year ended March 31, 2015 and September 30, 2015, there were no changes of directors and executive officers.

 

– 15 –


Table of Contents
8.

Financial Information

(1) Condensed Consolidated Balance Sheets (Unaudited)

 

     Millions of yen  

Assets

   March 31,
2015
    September 30,
2015
 

Cash and Cash Equivalents

   ¥ 827,518      ¥ 949,121   

Restricted Cash

     85,561        86,506   

Investment in Direct Financing Leases

     1,216,454        1,174,772   

Installment Loans

     2,478,054        2,491,670   

(The amounts of ¥15,361 million as of March 31, 2015 and ¥15,794 million as of September 30, 2015 are measured at fair value by electing the fair value option under ASC 825.)

    

Allowance for Doubtful Receivables on Direct Financing Leases and Probable Loan Losses

     (72,326     (66,810

Investment in Operating Leases

     1,296,220        1,322,202   

Investment in Securities

     2,846,257        2,443,733   

(The amounts of ¥16,891 million as of March 31, 2015 and ¥20,623 million as of September 30, 2015 are measured at fair value by electing the fair value option under ASC 825.)

    

Property under Facility Operations

     278,100        281,170   

Investment in Affiliates

     378,087        468,208   

Trade Notes, Accounts and Other Receivable

     348,404        262,017   

Inventories

     165,540        149,825   

Office Facilities

     131,556        131,622   

Other Assets

     1,464,203        1,386,523   

(The amounts of ¥36,038 million as of March 31, 2015 and ¥42,825 million as of September 30, 2015 are measured at fair value by electing the fair value option under ASC 825.)

    
  

 

 

   

 

 

 

Total Assets

   ¥ 11,443,628      ¥ 11,080,559   
  

 

 

   

 

 

 

 

Note: The assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of those VIEs are below:

 

     Millions of yen  
     March 31,
2015
     September 30,
2015
 

Cash and Cash Equivalents

   ¥ 5,242       ¥ 4,807   

Investment in Direct Financing Leases (Net of Allowance for Doubtful Receivables on Direct Financing Leases and Probable Loan Losses)

     153,951         161,112   

Installment Loans (Net of Allowance for Doubtful Receivables on Direct Financing Leases and Probable Loan Losses)

     171,163         221,627   

Investment in Operating Leases

     252,234         232,680   

Property under Facility Operations

     39,153         49,832   

Investment in Affiliates

     11,905         12,429   

Other

     93,983         97,309   
  

 

 

    

 

 

 
   ¥ 727,631       ¥ 779,796   
  

 

 

    

 

 

 

 

– 16 –


Table of Contents
     Millions of yen  

Liabilities and Equity

   March 31,
2015
    September 30,
2015
 

Liabilities:

    

Short-Term Debt

   ¥ 284,785      ¥ 310,550   

Deposits

     1,287,380        1,332,687   

Trade Notes, Accounts and Other Payable

     335,936        267,946   

Policy Liabilities and Policy Account Balances

     2,073,650        1,789,642   

(The amounts of ¥1,254,483 million as of March 31, 2015 and ¥934,909 million as of September 30, 2015 are measured at fair value by electing the fair value option under ASC 825.)

    

Current and Deferred Income Taxes

     345,514        364,198   

Long-Term Debt

     4,132,945        4,060,697   

Other Liabilities

     598,446        516,060   
  

 

 

   

 

 

 

Total Liabilities

     9,058,656        8,641,780   
  

 

 

   

 

 

 

Redeemable Noncontrolling Interests

     66,901        18,512   
  

 

 

   

 

 

 

Commitments and Contingent Liabilities

    

Equity:

    

Common Stock

     220,056        220,458   

Additional Paid-in Capital

     255,595        255,615   

Retained Earnings

     1,672,585        1,788,470   

Accumulated Other Comprehensive Income

     30,373        10,772   

Treasury Stock, at Cost

     (26,411     (26,083
  

 

 

   

 

 

 

ORIX Corporation Shareholders’ Equity

     2,152,198        2,249,232   
  

 

 

   

 

 

 

Noncontrolling Interests

     165,873        171,035   
  

 

 

   

 

 

 

Total Equity

     2,318,071        2,420,267   
  

 

 

   

 

 

 

Total Liabilities and Equity

   ¥ 11,443,628      ¥ 11,080,559   
  

 

 

   

 

 

 

 

Note:

  

The liabilities of consolidated VIEs for which creditors (or beneficial interest holders) do not have recourse to the general credit of the Company and its subsidiaries are below:

 

     Millions of yen  
     March 31,
2015
     September 30,
2015
 

Trade Notes, Accounts and Other Payable

   ¥ 2,100       ¥ 1,992   

Long-Term Debt

     454,216         501,899   

Other

     7,792         7,833   
  

 

 

    

 

 

 
   ¥      464,108       ¥      511,724   
  

 

 

    

 

 

 

 

– 17 –


Table of Contents

(2) Condensed Consolidated Statements of Income (Unaudited)

 

     Millions of yen  
     Six months  ended
September 30, 2014
    Six months  ended
September 30, 2015
 

Revenues:

    

Finance revenues

   ¥ 91,183      ¥ 101,244   

Gains on investment securities and dividends

     31,322        31,317   

Operating leases

     181,894        191,330   

Life insurance premiums and related investment income

     137,939        70,492   

Sales of goods and real estate

     158,176        395,426   

Services income

     355,121        380,385   
  

 

 

   

 

 

 

Total revenues

     955,635        1,170,194   
  

 

 

   

 

 

 

Expenses:

    

Interest expense

     36,725        35,858   

Costs of operating leases

     117,771        122,440   

Life insurance costs

     108,597        31,800   

Costs of goods and real estate sold

     141,402        351,461   

Services expense

     206,479        217,880   

Other (income) and expense, net

     2,007        4,555   

Selling, general and administrative expenses

     197,074        216,344   

Provision for doubtful receivables and probable loan losses

     1,975        2,948   

Write-downs of long-lived assets

     6,882        946   

Write-downs of securities

     1,754        3,482   
  

 

 

   

 

 

 

Total expenses

     820,666        987,714   
  

 

 

   

 

 

 

Operating Income

     134,969        182,480   

Equity in Net Income of Affiliates

     10,225        11,856   

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

     19,857        56,409   

Bargain Purchase Gain

     36,082        0   
  

 

 

   

 

 

 

Income before Income Taxes and Discontinued Operations

     201,133        250,745   

Provision for Income Taxes

     55,014        82,636   
  

 

 

   

 

 

 

Income from Continuing Operations

     146,119        168,109   

Discontinued Operations:

    

Income from discontinued operations, net

     463        0   

Provision for income taxes

     (166     0   
  

 

 

   

 

 

 

Discontinued operations, net of applicable tax effect

     297        0   
  

 

 

   

 

 

 

Net Income

     146,416        168,109   
  

 

 

   

 

 

 

Net Income Attributable to the Noncontrolling Interests

     3,089        5,546   
  

 

 

   

 

 

 

Net Income Attributable to the Redeemable Noncontrolling Interests

     2,028        1,265   
  

 

 

   

 

 

 

Net Income Attributable to ORIX Corporation Shareholders

   ¥ 141,299      ¥ 161,298   
  

 

 

   

 

 

 

 

Note

 

1.

  

Certain line items presented in the condensed consolidated statements of income have been reclassified starting from the three months ended December 31, 2014. For further information, see Note 2 “Significant Accounting and Reporting Policies (ai) Reclassifications.”

 

2.

  

Prior-year amounts have been adjusted for the retrospective elimination of a lag period that previously existed between DAIKYO and ORIX in fiscal 2015. For further information, see Note 1 “Significant Accounting and Reporting Policies (ah) Elimination of a lag period.”

 

3.

  

Pursuant to ASC 205-20 (“Presentation of Financial Statements—Discontinued Operations”), the results of operations which meet the criteria for discontinued operations are reported as a separate component of income, and those related amounts that had been previously reported are reclassified.

 

– 18 –


Table of Contents
     Millions of yen  
     Six months  ended
September 30, 2014
     Six months  ended
September 30, 2015
 

Income attributable to ORIX Corporation shareholders:

     

Income from continuing operations

   ¥ 141,002       ¥ 161,298   

Discontinued operations

     297         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 141,299       ¥ 161,298   
     Yen  
     Six months  ended
September 30, 2014
     Six months  ended
September 30, 2015
 

Amounts per Share of Common Stock for Income attributable to ORIX Corporation shareholders:

     

Basic:

     

Income from continuing operations

   ¥ 107.65       ¥ 123.23   

Discontinued operations

     0.23         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 107.88       ¥ 123.23   

Diluted:

     

Income from continuing operations

   ¥ 107.49       ¥ 123.11   

Discontinued operations

     0.23         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 107.72       ¥ 123.11   

 

– 19 –


Table of Contents
     Millions of yen  
     Three months  ended
September 30, 2014
    Three months  ended
September 30, 2015
 

Revenues:

    

Finance revenues

   ¥ 45,073      ¥ 51,617   

Gains on investment securities and dividends

     7,400        8,384   

Operating leases

     90,164        95,901   

Life insurance premiums and related investment income

     97,511        2,178   

Sales of goods and real estate

     105,099        218,850   

Services income

     185,053        187,140   
  

 

 

   

 

 

 

Total revenues

     530,300        564,070   
  

 

 

   

 

 

 

Expenses:

    

Interest expense

     18,001        17,835   

Costs of operating leases

     59,900        62,432   

Life insurance costs

     81,311        (11,256

Costs of goods and real estate sold

     93,967        196,680   

Services expense

     107,249        111,667   

Other (income) and expense, net

     3,973        6,796   

Selling, general and administrative expenses

     103,809        101,974   

Provision for doubtful receivables and probable loan losses

     1,732        2,337   

Write-downs of long-lived assets

     4,144        124   

Write-downs of securities

     1,654        1,533   
  

 

 

   

 

 

 

Total expenses

     475,740        490,122   
  

 

 

   

 

 

 

Operating Income

     54,560        73,948   

Equity in Net Income of Affiliates

     5,984        5,690   

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

     9        47,191   

Bargain Purchase Gain

     36,082        0   
  

 

 

   

 

 

 

Income before Income Taxes and Discontinued Operations

     96,635        126,829   

Provision for Income Taxes

     18,482        43,479   
  

 

 

   

 

 

 

Income from Continuing Operations

     78,153        83,350   

Discontinued Operations:

    

Income from discontinued operations, net

     362        0   

Provision for income taxes

     (130     0   
  

 

 

   

 

 

 

Discontinued operations, net of applicable tax effect

     232        0   
  

 

 

   

 

 

 

Net Income

     78,385        83,350   
  

 

 

   

 

 

 

Net Income Attributable to the Noncontrolling Interests

     1,991        3,358   
  

 

 

   

 

 

 

Net Income Attributable to the Redeemable Noncontrolling Interests

     1,041        204   
  

 

 

   

 

 

 

Net Income Attributable to ORIX Corporation Shareholders

   ¥ 75,353      ¥ 79,788   
  

 

 

   

 

 

 

 

Note

 

1.

 

Certain line items presented in the condensed consolidated statements of income have been reclassified starting from the three months ended December 31, 2014. For further information, see Note 2 “Significant Accounting and Reporting Policies (ai) Reclassifications.”

 

2.

 

Prior-year amounts have been adjusted for the retrospective elimination of a lag period that previously existed between DAIKYO and ORIX in fiscal 2015. For further information, see Note 1 “Significant Accounting and Reporting Policies (ah) Elimination of a lag period.”

 

3.

 

Pursuant to ASC 205-20 (“Presentation of Financial Statements—Discontinued Operations”), the results of operations which meet the criteria for discontinued operations are reported as a separate component of income, and those related amounts that had been previously reported are reclassified.

 

– 20 –


Table of Contents
     Millions of yen  
     Three months  ended
September 30, 2014
     Three months  ended
September 30, 2015
 

Income attributable to ORIX Corporation shareholders:

     

Income from continuing operations

   ¥ 75,121       ¥ 79,788   

Discontinued operations

     232         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 75,353       ¥ 79,788   
     Yen  
     Three months  ended
September 30, 2014
     Three months  ended
September 30, 2015
 

Amounts per Share of Common Stock for Income attributable to ORIX Corporation shareholders:

     

Basic:

     

Income from continuing operations

   ¥ 57.35       ¥ 60.95   

Discontinued operations

     0.18         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 57.53       ¥ 60.95   

Diluted:

     

Income from continuing operations

   ¥ 57.27       ¥ 60.89   

Discontinued operations

     0.18         0   
  

 

 

    

 

 

 

Net income attributable to ORIX Corporation shareholders

   ¥ 57.45       ¥ 60.89   

 

– 21 –


Table of Contents

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

 

     Millions of yen  
     Six months ended
September 30, 2014
    Six months ended
September 30, 2015
 

Net Income

   ¥ 146,416      ¥ 168,109   
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

    

Net change of unrealized losses on investment in securities

     (2,770     (13,814

Net change of defined benefit pension plans

     234        (461

Net change of foreign currency translation adjustments

     15,224        (3,140

Net change of unrealized gains (losses) on derivative instruments

     (62     12   
  

 

 

   

 

 

 

Total other comprehensive income (loss)

     12,626        (17,403
  

 

 

   

 

 

 

Comprehensive Income

     159,042        150,706   
  

 

 

   

 

 

 

Comprehensive Income Attributable to the Noncontrolling Interests

     3,662        6,586   
  

 

 

   

 

 

 

Comprehensive Income Attributable to the Redeemable Noncontrolling Interests

     5,452        2,423   
  

 

 

   

 

 

 

Comprehensive Income Attributable to ORIX Corporation Shareholders

   ¥ 149,928      ¥ 141,697   
  

 

 

   

 

 

 
     Millions of yen  
     Three months  ended
September 30, 2014
    Three months  ended
September 30, 2015
 

Net Income

   ¥ 78,385      ¥ 83,350   
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

    

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

     3,305        (6,533

Net change of defined benefit pension plans

     (30     439   

Net change of foreign currency translation adjustments

     26,281        (14,136

Net change of unrealized gains (losses) on derivative instruments

     220        (105
  

 

 

   

 

 

 

Total other comprehensive income (loss)

     29,776        (20,335
  

 

 

   

 

 

 

Comprehensive Income

     108,161        63,015   
  

 

 

   

 

 

 

Comprehensive Income Attributable to the Noncontrolling Interests

     4,553        3,072   
  

 

 

   

 

 

 

Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests

     5,270        (63
  

 

 

   

 

 

 

Comprehensive Income Attributable to ORIX Corporation Shareholders

   ¥ 98,338      ¥ 60,006   
  

 

 

   

 

 

 

 

– 22 –


Table of Contents

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

Six months ended September 30, 2014

 

    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
 

Beginning Balance

  ¥ 219,546      ¥ 255,449      ¥ 1,468,172      ¥ 38      ¥ (23,859   ¥ 1,919,346      ¥ 177,019      ¥ 2,096,365   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution to subsidiaries

              0        23,747        23,747   

Transaction with noncontrolling interests

      37              37        (13,672     (13,635

Comprehensive income, net of tax:

               

Net income

        141,299            141,299        3,089        144,388   

Other comprehensive income (loss)

               

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

          (3,342       (3,342     572        (2,770

Net change of defined benefit pension plans

          102          102        132        234   

Net change of foreign currency translation adjustments

          11,889          11,889        (89     11,800   

Net change of unrealized losses on derivative instruments

          (20       (20     (42     (62
           

 

 

   

 

 

   

 

 

 

Total other comprehensive income

              8,629        573        9,202   
           

 

 

   

 

 

   

 

 

 

Total comprehensive income

              149,928        3,662        153,590   
           

 

 

   

 

 

   

 

 

 

Cash dividends

        (30,117         (30,117     (1,992     (32,109

Exercise of stock options

    505        491              996        0        996   

Acquisition of treasury stock

            (3,423     (3,423     0        (3,423

Other, net

      (152     (282         (434     0        (434
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance

  ¥ 220,051      ¥ 255,825      ¥ 1,579,072      ¥ 8,667      ¥ (27,282   ¥ 2,036,333      ¥ 188,764      ¥ 2,225,097   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Six months ended September 30, 2015

 

    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
 

Beginning Balance

  ¥ 220,056      ¥ 255,595      ¥ 1,672,585      ¥ 30,373      ¥ (26,411   ¥ 2,152,198      ¥ 165,873      ¥ 2,318,071   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution to subsidiaries

              0        4,405        4,405   

Transaction with noncontrolling interests

      (242           (242     (2,353     (2,595

Comprehensive income, net of tax:

               

Net income

        161,298            161,298        5,546        166,844   

Other comprehensive income (loss)

               

Net change of unrealized losses on investment in securities

          (13,800       (13,800     (14     (13,814

Net change of defined benefit pension plans

          (456       (456     (5     (461

Net change of foreign currency translation adjustments

          (5,355       (5,355     1,057        (4,298

Net change of unrealized gains on derivative instruments

          10          10        2        12   
           

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

              (19,601     1,040        (18,561
           

 

 

   

 

 

   

 

 

 

Total comprehensive income

              141,697        6,586        148,283   
           

 

 

   

 

 

   

 

 

 

Cash dividends

        (47,188         (47,188     (3,476     (50,664

Exercise of stock options

    402        399              801        0        801   

Acquisition of treasury stock

            (1     (1     0        (1

Disposition of treasury stock

      (185     (31       329        113        0        113   

Other, net

      48        1,806            1,854        0        1,854   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance

  ¥ 220,458      ¥ 255,615      ¥ 1,788,470      ¥ 10,772      ¥ (26,083   ¥ 2,249,232      ¥ 171,035      ¥ 2,420,267   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Changes in the redeemable noncontrolling interests are not included in this table. For further information, see Note 10 “Redeemable Noncontrolling Interests.”

 

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Table of Contents

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

 

     Millions of yen  
     Six months  ended
September 30, 2014
    Six months  ended
September 30, 2015
 

Cash Flows from Operating Activities:

    

Net income

   ¥ 146,416      ¥ 168,109   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     110,768        120,721   

Provision for doubtful receivables and probable loan losses

     1,975        2,948   

Equity in net income of affiliates (excluding interest on loans)

     (10,105     (11,625

Gains on sales of subsidiaries and affiliates and liquidation losses, net

     (19,857     (56,409

Bargain Purchase Gain

     (36,082     0   

Gains on sales of available-for-sale securities

     (19,160     (27,525

Gains on sales of operating lease assets

     (19,009     (24,403

Write-downs of long-lived assets

     6,882        946   

Write-downs of securities

     1,754        3,482   

Decrease (Increase) in restricted cash

     (9,543     632   

Decrease in trading securities

     168,438        327,205   

Decrease (increase) in inventories

     (7,569     12,775   

Decrease in trade notes, accounts and other receivable

     2,838        6,613   

Decrease in trade notes, accounts and other payable

     (41,386     (49,491

Decrease in policy liabilities and policy account balances

     (171,037     (284,008

Other, net

     (5,917     28,616   
  

 

 

   

 

 

 

Net cash provided by operating activities

     99,406        218,586   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of lease equipment

     (418,894     (473,809

Principal payments received under direct financing leases

     231,315        259,650   

Installment loans made to customers

     (564,920     (533,751

Principal collected on installment loans

     506,356        497,453   

Proceeds from sales of operating lease assets

     132,229        128,423   

Investment in affiliates, net

     (29,147     (12,826

Proceeds from sales of investment in affiliates

     7,320        11,287   

Purchases of available-for-sale securities

     (563,592     (536,860

Proceeds from sales of available-for-sale securities

     326,113        376,635   

Proceeds from redemption of available-for-sale securities

     244,019        212,519   

Purchases of held-to-maturity securities

     (230     (253

Purchases of other securities

     (18,048     (12,109

Proceeds from sales of other securities

     23,577        24,265   

Purchases of property under facility operations

     (27,465     (40,953

Acquisitions of subsidiaries, net of cash acquired

     (19,603     (1,725

Sales of subsidiaries, net of cash disposed

     47,600        38,648   

Other, net

     17,416        (4,799
  

 

 

   

 

 

 

Net cash used in investing activities

     (105,954     (68,205
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Net increase (decrease) in debt with maturities of three months or less

     37,338        (33,305

Proceeds from debt with maturities longer than three months

     618,404        688,531   

Repayment of debt with maturities longer than three months

     (626,710     (704,304

Net increase in deposits due to customers

     11,735        45,314   

Cash dividends paid to ORIX Corporation shareholders

     (30,117     (47,188

Contribution from noncontrolling interests

     1,697        5,467   

Cash dividends paid to redeemable noncontrolling interests

     (1,597     (11,272

Net increase in call money

     10,000        32,500   

Other, net

     (3,360     (2,604
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     17,390        (26,861
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     3,404        (1,917
  

 

 

   

 

 

 

Net increase in Cash and Cash Equivalents

     14,246        121,603   
  

 

 

   

 

 

 

Cash and Cash Equivalents at Beginning of Period

     818,039        827,518   
  

 

 

   

 

 

 

Cash and Cash Equivalents at End of Period

   ¥ 832,285      ¥
949,121
  
  

 

 

   

 

 

 

 

Note:

  

Certain line items presented in the condensed consolidated statements of cash flows have been changed starting from the three months ended December 31, 2014. For further information, see Note 2 “Significant Accounting and Reporting Policies (ai) Reclassifications.”

 

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Table of Contents

Notes to Consolidated Financial Statements

 

1.

Overview of Accounting Principles Utilized

In preparing the accompanying consolidated financial statements, ORIX Corporation (the “Company”) and its subsidiaries have complied with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except for the accounting for stock splits (see Note 2 (n)).

These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our March 31, 2015 consolidated financial statements on Form 20-F.

Since the Company listed on the New York Stock Exchange in September 1998, the Company has filed the annual report (Form 20-F) including the consolidated financial statements with the Securities and Exchange Commission.

Significant differences between U.S. GAAP and generally accepted accounting principles in Japan (“Japanese GAAP”) are as follows:

(a) Initial direct costs

Under U.S. GAAP, certain initial direct costs to originate leases or loans are being deferred and amortized as yield adjustments over the life of related direct financing leases or loans by using interest method.

Under Japanese GAAP, those initial direct costs are recognized as expenses when they are incurred.

(b) Operating leases

Under U.S. GAAP, revenues from operating leases are recognized on a straight-line basis over the contract terms. Also operating lease assets are depreciated over their estimated useful lives mainly on a straight-line basis.

Japanese GAAP allows for operating lease assets to be depreciated using mainly either a declining-balance basis or a straight-line basis.

(c) Accounting for life insurance operations

Based on ASC 944 (“Financial Services—Insurance”), certain costs related directly to the successful acquisition of new (or renewal of) insurance contracts, or deferred policy acquisition costs, are being deferred and amortized over the respective policy periods in proportion to anticipated premium revenue.

Under Japanese GAAP, such costs are recorded as expenses currently in earnings in each accounting period.

In addition, under U.S. GAAP, although policy liabilities for future policy benefits are established using the net level premium method, based on actuarial estimates of the amount of future policyholder benefits, under Japanese GAAP, these are calculated by the methodology which relevant authorities accept.

(d) Accounting for goodwill and other intangible assets in business combination

Under U.S. GAAP, goodwill and intangible assets that have indefinite useful lives are not amortized, but assessed at least annually for impairment. Additionally, if events or changes in circumstances indicate that the asset might be impaired, the Company and its subsidiaries test for impairment when such events or changes occur.

Under Japanese GAAP, goodwill is amortized over an appropriate period up to 20 years.

(e) Accounting for contingent consideration in business combination

Under U.S. GAAP, contingent consideration issued in a business combination that is classified as a liability is recognized at fair value at the acquisition date and subsequently remeasured to fair value, with changes in fair value recognized in earnings until the contingency is resolved.

 

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Table of Contents

Under Japanese GAAP, contingent consideration is recognized as additional acquisition cost and goodwill is additionally recognized when it becomes most probable to deliver and its fair value becomes reasonably determinable.

(f) Accounting for pension plans

Under U.S. GAAP, the Company and its subsidiaries apply ASC 715 (“Compensation—Retirement Benefits”) and record pension costs based on the amounts determined using actuarial methods. The net actuarial gain (loss) is amortized using a corridor test.

Under Japanese GAAP, the net actuarial gain (loss) is fully amortized over a certain term within the average remaining service period of employees.

(g) Reporting on discontinued operations

Under U.S. GAAP, in accordance with ASC 205-20 (“Presentation of Financial Statements—Discontinued Operations”), the financial results of discontinued operations and disposal gain or loss, net of applicable income tax effects, are presented as a separate line item from continuing operations in the consolidated statements of income. Results of these discontinued operations from prior periods are reclassified as income from discontinued operations in each prior period presented in the accompanying consolidated statements of income and consolidated statements of cash flows.

Under Japanese GAAP, there are no rules on reporting discontinued operations and the amounts are not presented separately from continuing operations.

(h) Sale of the parent’s ownership interest in subsidiaries

Under U.S. GAAP, in a transaction that results in the loss of control, the gain or loss recognized in income includes the realized gain or loss related to the portion of ownership interest sold and the gain or loss on the remeasurement to fair value of the interest retained.

Under Japanese GAAP, in a transaction that results in the loss of control, only the realized gain or loss related to the portion of ownership interest sold is recognized in income and the gain or loss on the remeasurement to fair value of the interest retained is not recognized.

(i) Classification in consolidated statements of cash flows

Classification in the statements of cash flows under U.S. GAAP is based on ASC 230 (“Statement of Cash Flows”), which differs from Japanese GAAP. As significant differences, purchase of lease equipment and principal payments received under direct financing leases, proceeds from sales of operating lease assets, installment loans made to customers and principal collected on installment loans (excluding issues and collections of loans held for sale) are included in “Cash Flows from Investing Activities” under U.S. GAAP while they are classified as “Cash Flows from Operating Activities” under Japanese GAAP.

(j) Securitization of financial assets

Under U.S. GAAP, an enterprise is required to perform analysis to determine whether or not to consolidate special-purpose entities (“SPEs”) for securitization under the VIE’s consolidation rules. As a result of the analysis, if it is determined that the enterprise transferred financial assets in a securitization transaction to an SPE that needs to be consolidated, the transaction is not accounted for as a sale but accounted for as a secured borrowing.

Under Japanese GAAP, an SPE that meets certain conditions may be considered not to be a subsidiary of the transferor. Therefore, if an enterprise transfers financial assets to this type of SPE in a securitization transaction, the transferee SPE is not required to be consolidated, and the enterprise accounts for the transaction as a sale and recognizes a gain or loss on the sale into earnings when control over the transferred assets is surrendered.

(k) Fair value option

Under U.S. GAAP, an entity is permitted to elect at specified election dates to measure eligible financial assets and liabilities at their fair value and to report subsequent changes in the fair value in earnings.

Under Japanese GAAP, there is no accounting standard for fair value option.

 

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Table of Contents
2. Significant Accounting and Reporting Policies

(a) Principles of consolidation

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. Investments in affiliates, where the Company has the ability to exercise significant influence by way of 20% – 50% ownership or other means, are accounted for by using the equity method. Where the Company holds majority voting interests but noncontrolling shareholders have substantive participating rights to decisions that occur as part of the ordinary course of their business, the equity method is applied pursuant to ASC 810-10-25-2 to 14 (“Consolidation—The Effect of Noncontrolling Rights on Consolidation”). In addition, the consolidated financial statements also include variable interest entities to which the Company and its subsidiaries are primary beneficiaries pursuant to ASC 810 (“Consolidation”).

A lag period of up to three months is used on a consistent basis for recognizing the results of certain subsidiaries and affiliates.

All significant intercompany accounts and transactions have been eliminated in consolidation.

(b) Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company has identified ten areas where it believes assumptions and estimates are particularly critical to the financial statements. The Company makes estimates and assumptions to the selection of valuation techniques and determination of assumptions used in fair value measurements (see Note 3), the determination and periodic reassessment of the unguaranteed residual value for direct financing leases and operating leases (see (d)), the determination and reassessment of insurance policy liabilities and deferred policy acquisition costs (see (e)), the determination of the allowance for doubtful receivables on direct financing leases and probable loan losses (see (f)), the recognition and measurement of impairment of long-lived assets (see (g)), the recognition and measurement of impairment of investment in securities (see (h)), the determination of the valuation allowance for deferred tax assets and the evaluation of tax positions (see (i)), the assessment and measurement of effectiveness in hedging relationship using derivative financial instruments (see (k)), the determination of benefit obligation and net periodic pension cost (see (l)) and the recognition and measurement of impairment of goodwill and intangible assets that have indefinite useful lives (see (w)).

(c) Foreign currencies translation

The Company and its subsidiaries maintain their accounting records in their functional currency. Transactions in foreign currencies are recorded in the entity’s functional currency based on the prevailing exchange rates on the transaction date.

The financial statements of overseas subsidiaries and affiliates are translated into Japanese yen by applying the exchange rates in effect at the end of each fiscal period to all assets and liabilities. Income and expenses are translated at the average rates of exchange prevailing during the fiscal period. The currencies in which the operations of the overseas subsidiaries and affiliates are conducted are regarded as the functional currencies of these companies. Foreign currency translation adjustments reflected in accumulated other comprehensive income (loss) arise from the translation of foreign currency financial statements into Japanese yen.

(d) Recognition of revenues

Revenues are recognized when persuasive evidence of an arrangement exists, the service has been rendered or the goods have been delivered to the customer, the transaction price is fixed or determinable and collectability is reasonably assured.

In addition to the aforementioned general policy, the policies as specifically described hereinafter are applied for each of the major revenue items.

 

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Table of Contents

Finance Revenues—Finance revenues mainly include revenues for direct financing leases and installment loans. The policies applied to direct financing leases and installment loans are described hereinafter.

(1) Revenues from direct financing leases

Direct financing leases consist of full-payout leases for various equipment types, including office equipment, industrial machinery and transportation equipment. In providing leasing services, the Company and its subsidiaries execute supplemental services, such as paying insurance and handling taxes on leased assets on behalf of lessees. The excess of aggregate lease rentals plus the estimated unguaranteed residual value over the cost of the leased equipment constitutes the unearned lease income to be taken into income over the lease term by using the interest method. The estimated residual values represent estimated proceeds from the disposition of equipment at the time the lease is terminated. Estimates of unguaranteed residual values are based on market values of used equipment, estimates of when and how much equipment will become obsolete, and actual recovery being experienced for similar used equipment. Initial direct costs are being deferred and amortized as a yield adjustment over the life of the related lease by using interest method. The unamortized balance of initial direct costs is reflected as a component of investment in direct financing leases.

(2) Revenues from installment loans

Interest income on installment loans is recognized on an accrual basis. Certain direct loan origination costs, net of origination fees, are being deferred and amortized over the contractual term of the loan as an adjustment of the related loan’s yield using the interest method.

Interest payments received on impaired loans other than purchased loans are recorded as interest income unless the collection of the remaining investment is doubtful at which time payments received are recorded as reductions of principal. For purchased loans, although the acquired assets may remain loans in legal form, collections on these loans often do not reflect the normal historical experience of collecting delinquent accounts, and the need to tailor individual collateral-realization strategies often makes it difficult to reliably estimate the amount, timing, or nature of collections. Accordingly, the Company and its subsidiaries use the cost recovery method of income recognition for such purchased loans regardless of whether impairment is recognized or not.

(3) Non-accrual policy

In common with all classes, past-due financing receivables are receivables for which principal or interest is past-due 30 days or more. Loans whose terms have been modified are not classified as past-due financing receivables if the principals and interests are not past-due 30 days or more in accordance with the modified terms. The Company and its subsidiaries suspend accruing revenues on past-due installment loans and direct financing leases when principal or interest is past-due 90 days or more, or earlier, if management determines that their collections are doubtful based on factors such as individual debtors’ creditworthiness, historical loss experience, current delinquencies and delinquency trends. Accrued but uncollected interest is reclassified to investment in direct financing leases or installment loans in the accompanying consolidated balance sheets and becomes subject to the allowance for doubtful receivables and probable loan loss process. Cash repayments received on non-accrual loans are applied first against past due interest and then any surpluses are applied to principal in view of the conditions of the contract and obligors. The Company and its subsidiaries return non-accrual loans and lease receivables to accrual status when it becomes probable that the Company and its subsidiaries will be able to collect all amounts due according to the contractual terms of these loans and receivables, as evidenced by continual payments from the debtors. The period of such continual payments before returning to accrual status varies depending on factors that we consider are relevant in assessing the debtor’s creditworthiness, such as the debtor’s business characteristics and financial conditions as well as relevant economic conditions and trends.

Gains on investment securities and dividendsGains on investment securities are recorded on a trade date basis. Dividends are recorded when right to receive dividends is established.

 

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Table of Contents

Operating leasesRevenues from operating leases are recognized on a straight-line basis over the contract terms. Investment in operating leases is recorded at cost less accumulated depreciation, which was ¥506,801 million and ¥512,596 million as of March 31, 2015 and September 30, 2015, respectively. Operating lease assets are depreciated over their estimated useful lives mainly on a straight-line basis. Depreciation expenses are included in costs of operating leases. Gains or losses arising from dispositions of operating lease assets are included in operating lease revenues.

Estimates of residual values are based on market values of used equipment, estimates of when and how much equipment will become obsolete and actual recovery being experienced for similar used equipment.

Sales of goods and real estate

(1) Sales of goods

The Company and its subsidiaries sell to their customers various types of goods, including precious metals and jewels, and aftermarket parts and accessories for vehicles. Revenues from such sales of goods are recognized when persuasive evidence of an arrangement exists, delivery has occurred, and collectability is reasonably assured. Delivery is considered to have occurred when the customer has taken title to the goods and assumed the risks and rewards of ownership. Revenues are recognized net of estimated sales returns and incentives.

(2) Real estate sales

Revenues from the sales of real estate are recognized when a contract is in place, a closing has taken place, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property and the Company and its subsidiaries do not have a substantial continuing involvement in the property.

Services incomeRevenues are recognized when persuasive evidence of an arrangement exists, the service has been rendered to the customer, the transaction price is fixed or determinable and collectability is reasonably assured. The policies applied to asset management, servicing and automobile maintenance services are described hereinafter.

(1) Revenues from asset management and servicing

The Company and its subsidiaries provide to our customers investment management services for investments in financial assets, and asset management as well as maintenance and administrative services for investments in real estate properties. The Company and its subsidiaries also perform servicing on behalf of our customers. The Company and its subsidiaries receive fees for those services from our customers.

Revenues from asset management and servicing primarily include management fees, servicing fees, and performance fees. Management and servicing fees are recognized when transactions occur or services are rendered and the amounts are fixed or determinable and collectability of which is reasonably assured. Management fees are calculated based on the predetermined percentages of the market value of the assets under management or net assets of the investment funds in accordance with contracts. Certain subsidiaries recognize revenues from performance fees when earned based on the performance of the asset under management while other subsidiaries recognize revenues from performance fees on an accrual basis over the period in which services are performed. Performance fees are calculated based on the predetermined percentages on the performance of the assets under management in accordance with the contracts.

(2) Revenues from automobile maintenance services

The Company and its subsidiaries provide automobile maintenance services to lessees. Where under terms of the lease or related maintenance agreements the Company and its subsidiaries bear the favorable or unfavorable variability of cost, revenues and expenses are recorded on a gross basis. For those arrangements in which the Company and its subsidiaries do not have substantial risks and rewards of ownership, but instead serve as an agent in collecting from lessees and remitting payments to third parties, the Company and its subsidiaries record revenues net of third-party services costs. Revenues from automobile maintenance services are recognized over the contract period in proportion to the estimated service costs to be incurred.

 

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Table of Contents

(e) Insurance and reinsurance transactions

Premium income from life insurance policies, net of premiums on reinsurance ceded, is recognized as earned premiums when due.

Life insurance benefits are recorded as expenses when they are incurred. Policy liabilities and policy account balances for future policy benefits are measured using the net level premium method, based on actuarial estimates of the amount of future policyholder benefits. The policies are characterized as long-duration policies and mainly consist of whole life, term life, endowments, medical insurance and individual annuity insurance contracts. For policies other than individual annuity insurance contracts, computation of policy liabilities necessarily includes assumptions about mortality, morbidity, lapse rates, future yields on related investments and other factors applicable at the time the policies are written. A certain subsidiary continually evaluates the potential for changes in the estimates and assumptions applied in determining policy liabilities, both positive and negative and uses the results of these evaluations both to adjust recorded liabilities and to adjust underwriting criteria and product offerings.

The insurance contracts sold by a certain subsidiary consist of variable annuity, variable life and fixed annuity insurance contracts. The subsidiary manages investment assets on behalf of variable annuity and variable life policyholders, which consist of equity securities and are included in investments in securities in the consolidated balance sheets. These investment assets are measured at fair value with realized and unrealized gains or losses recognized in life insurance premiums and related investment income in the consolidated statements of income. The subsidiary elected the fair value option for the entire variable annuity and variable life insurance contracts in accordance with ASC 825 (“Financial Instruments”) and changes in the fair value are recognized in life insurance costs.

The subsidiary provides minimum guarantees to variable annuity and variable life policyholders where it is exposed to the risk of compensating losses incurred by the policyholders to the extent required by the contracts. To avoid the risk, a portion of the minimum guarantee risk related to variable annuity and variable life insurance contracts is ceded to the reinsurance companies and the remaining risk is economically hedged by entering into derivative contracts (See Note 19 “Derivative financial instruments and hedging”). The reinsurance contracts do not relieve the subsidiary from the obligation as the primary obligor to compensate certain losses incurred by the policyholders, and the default of the reinsurance companies may impose additional losses on the subsidiary. Certain subsidiaries have elected the fair value option under ASC 825 (“Financial Instruments”) for certain reinsurance contracts relating to variable annuity and variable life insurance contracts, which is included in other assets in the consolidated balance sheets.

Policy liabilities and policy account balances for fixed annuity insurance contracts are measured based on the accumulation of account deposits plus interest based on expected rate and fair value adjustments relating to the acquisition of a subsidiary, less withdrawals, expenses and other charges. The credited interest is recorded in life insurance costs in the consolidated statements of income.

ASC 944 (“Financial Services—Insurance”) requires insurance companies to defer certain costs related directly to the successful acquisition of new or renewal insurance contracts, or deferred policy acquisition costs, and amortize them over the respective policy periods in proportion to anticipated premium revenue. These deferred policy acquisition costs consist primarily of first-year commissions, except for recurring policy maintenance costs and certain variable costs and expenses for underwriting policies.

(f) Allowance for doubtful receivables on direct financing leases and probable loan losses

The allowance for doubtful receivables on direct financing leases and probable loan losses is maintained at a level which, in the judgment of management, is appropriate to provide for probable losses inherent in lease and loan portfolios. The allowance is increased by provision charged to income and is decreased by charge-offs, net of recoveries.

 

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Developing the allowance for doubtful receivables on direct financing leases and probable loan losses is subject to numerous estimates and judgments. In evaluating the appropriateness of the allowance, management considers various factors, including the business characteristics and financial conditions of the obligors, current economic conditions and trends, prior charge-off experience, current delinquencies and delinquency trends, future cash flows expected to be received from the direct financing leases and loans and value of underlying collateral and guarantees. Impaired loans are individually evaluated for a valuation allowance based on the present value of expected future cash flows, the loan’s observable market price or the fair value of the collateral securing the loans if the loans are collateral-dependent. For non-impaired loans, including loans that are not individually evaluated for impairment, and direct financing leases, the Company and its subsidiaries evaluate prior charge-off experience segmented by the debtors’ industries and the purpose of the loans, and then develop the allowance for doubtful receivables on direct financing leases and probable loan losses considering the prior charge-off experience and current economic conditions.

The Company and its subsidiaries charge off doubtful receivables when the likelihood of any future collection is believed to be minimal considering debtors’ creditworthiness and the liquidation status of collateral.

(g) Impairment of long-lived assets

The Company and its subsidiaries have followed ASC 360 (“Property, Plant, and Equipment”). Under ASC 360, long-lived assets to be held and used in operations, including tangible assets and intangible assets being amortized, consisting primarily of office buildings, condominiums, golf courses and other properties under facility operations, shall be tested for recoverability whenever events or changes in circumstances indicate that the assets might be impaired. When the undiscounted future cash flows estimated to be generated by those assets are less than the carrying amount of those assets, the net carrying amount of assets not recoverable is reduced to fair value if lower than the carrying amount. The Company and its subsidiaries determine the fair value using appraisals prepared by independent third party appraisers or our own staff of qualified appraisers based on recent transactions involving sales of similar assets or other valuation techniques such as discounted cash flows methodologies using future cash flows estimated to be generated from operation of the existing assets or completion of development projects, as appropriate.

(h) Investment in securities

Trading securities are reported at fair value with unrealized gains and losses included in income.

Available-for-sale securities are reported at fair value, and unrealized gains or losses are recorded in accumulated other comprehensive income (loss), net of applicable income taxes, except investments which are recorded at fair value with unrealized gains and losses included in income by electing the fair value option under ASC 825 (“Financial Instruments”).

Held-to-maturity securities are recorded at amortized cost.

Other securities are recorded at cost or carrying value that reflects equity income and loss based on the Company’s share, except investments which are recorded at fair value with unrealized gains and losses included in income by electing the fair value option under ASC 825 (“Financial Instruments”).

For available-for-sale securities, the Company and its subsidiaries generally recognize losses related to equity securities for which the fair value has been significantly below the acquisition cost (or current carrying value if an adjustment has been made in the past) for more than six months. Also, the Company and its subsidiaries charge against income losses related to equity securities in situations where, even though the fair value has not remained significantly below the carrying value for six months, the decline in the fair value of an equity security is based on the issuer’s specific economic conditions and not just general declines in the related market and where it is considered unlikely that the fair value of the equity security will recover within six months.

 

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For debt securities, where the fair value is less than the amortized cost, the Company and its subsidiaries consider whether those securities are other-than-temporarily impaired using all available information about their collectability. The Company and its subsidiaries do not consider a debt security to be other-than-temporarily impaired if (1) the Company and its subsidiaries do not intend to sell the debt security, (2) it is not more likely than not that the Company and its subsidiaries will be required to sell the debt security before recovery of its amortized cost basis and (3) the present value of estimated cash flows will fully cover the amortized cost of the security. On the other hand, the Company and its subsidiaries consider a debt security to be other-than-temporarily impaired if any of the above mentioned three conditions are not met. When the Company and its subsidiaries deem a debt security to be other-than-temporarily impaired, the Company and its subsidiaries recognize the entire difference between the amortized cost and the fair value of the debt securities in earnings if the Company and its subsidiaries intend to sell the debt security or it is more likely than not that the Company and its subsidiary will be required to sell the debt security before recovery of its amortized cost basis less any current-period credit loss. However, if the Company and its subsidiaries do not intend to sell the debt security and it is not more likely than not that the Company and its subsidiaries will be required to sell the debt security before recovery of its amortized cost basis less any current-period credit loss, the Company and its subsidiaries separate the difference between the amortized cost and the fair value of the debt securities into the credit loss component and the non-credit loss component. The credit loss component is recognized in earnings, and the non-credit loss component is recognized in other comprehensive income (loss), net of applicable income taxes.

For other securities, when the Company and its subsidiaries determine the decline in value is other than temporary, the Company and its subsidiaries reduce the carrying value of the security to the fair value and charge against income losses related to these other securities in situations.

(i) Income taxes

The Company, in general, determines its provision for income taxes for quarterly periods by applying the current estimate of the effective tax rate for the full fiscal year to the actual year-to-date income before income taxes and discontinued operations. The estimated effective tax rate is determined by dividing the estimated provision for income taxes for the full fiscal year by the estimated income before income taxes and discontinued operations for the full fiscal year.

At the fiscal year end, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if, based on the weight of available evidence, it is “more likely than not” that some portion or all of the deferred tax asset will not be realized.

The effective income tax rates including discontinued operations for the six months ended September 30, 2014 and 2015 were 27.4% and 33.0%, respectively. These rates are 19.2% and 34.3% for the three months ended September 30, 2014 and 2015, respectively. For the six months ended September 30, 2014, the Company and its subsidiaries in Japan were subject to a National Corporate tax of approximately 26%, an Inhabitant tax of approximately 5% and a deductible Enterprise tax of approximately 8%, which in the aggregate result in a statutory income tax rate of approximately 35.9%. For the six months ended September 30, 2015, as a result of the tax reforms as discussed in the following paragraph, the National Corporation tax was reduced from approximately 26% to approximately 24% and accordingly, the statutory income tax rate was reduced to approximately 33.5%. The effective income tax rate is different from the statutory tax rate primarily because of certain non-deductible expenses for tax purposes, non-taxable income for tax purposes, the effect of lower income tax rates on foreign subsidiaries and a life insurance subsidiary in Japan, a change in valuation allowance and the bargain purchase gain.

 

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On March 31, 2015, the 2015 tax reform bill was passed by the National Diet of Japan. From a fiscal years beginning on April 1, 2015, the national tax rate and the local business tax rate were reduced, and as a result, the combined statutory income tax rate for the fiscal year beginning on April 1, 2015 was reduced from approximately 35.9% to approximately 33.5%, and the combined statutory income tax rate for a fiscal years beginning on April 1, 2016 will be further reduced to approximately 32.9%. In addition, tax loss carry-forward rules were amended, and the deductible amount of tax losses carried forward for the fiscal years beginning on April 1, 2015 and April 1, 2016 became limited to 65% of taxable income for the year, compared to 80% for the previous fiscal year. From the fiscal years beginning on April 1, 2017, the deductible limit of tax losses carried forward will be further reduced to 50% of taxable income for the year, while from fiscal years beginning on April 1, 2017, the tax loss carry-forward period will be extended from nine years to ten years.

The Company and its subsidiaries recognize the financial statement effects of a tax position taken or expected to be taken in a tax return when it is more likely than not, based on the technical merits, that the position will be sustained upon tax examination, including resolution of any related appeals or litigation processes, and measure the tax position that meets the recognition threshold at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the taxing authority. The Company and its subsidiaries present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability. The Company and its subsidiaries classify penalties and interest expense related to income taxes as part of provision for income taxes in the condensed consolidated statements of income.

The Company and certain subsidiaries have elected to file a consolidated tax return for National Corporation tax purposes.

(j) Securitized assets

The Company and its subsidiaries have securitized and sold to investors various financial assets such as lease receivables and loan receivables. In the securitization process, the assets to be securitized are sold to trusts or SPEs that issue asset-backed beneficial interests and securities to the investors.

In accordance with ASC 860 (“Transfers and Servicing”) and ASC 810 (“Consolidation”), trusts or SPEs used in securitization transactions are consolidated if the Company and its subsidiaries are the primary beneficiary of the trusts or SPEs, and the transfers of the financial assets to those consolidated trusts and SPEs are not accounted for as sales. Assets held by consolidated trusts or consolidated SPEs continue to be accounted for as lease receivables or loan receivables, as they were before the transfer, and asset-backed beneficial interests and securities issued to the investors are accounted for as debt. When the Company and its subsidiaries have transferred financial assets to a transferee that is not subject to consolidation, the Company and its subsidiaries account for the transfer as a sale if control over the transferred assets is surrendered.

A certain subsidiary originates and sells loans into the secondary market, while retaining the obligation to service those loans. In addition, it undertakes obligations to service loans originated by others. The subsidiary recognizes servicing assets if it expects the benefit of servicing to more than adequately compensate it for performing the servicing or recognizes servicing liabilities if it expects the benefit of servicing to less than adequately compensate it. These servicing assets and liabilities are initially recognized at fair value and subsequently accounted for using the amortization method whereby the assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss. On a quarterly basis, servicing assets and liabilities are evaluated for impairment or increased obligations. The fair value of servicing assets and liabilities is estimated using an internal valuation model, or by obtaining an opinion of value from an independent third-party vendor. Both methods are based on calculating the present value of estimated future net servicing cash flows, taking into consideration discount rates, prepayments and servicing costs. The internal valuation model is validated at least semiannually through third-party valuations.

(k) Derivative financial instruments

The Company and its subsidiaries apply ASC 815 (“Derivatives and Hedging”), and all derivatives held by the Company and its subsidiaries are recognized on the consolidated balance sheets at fair value. The accounting treatment of subsequent changes in the fair value depends on their use, and whether they qualify as effective “hedges” for accounting purposes. Derivatives that are not hedges must be adjusted to fair value through the consolidated statements of income. If a derivative is a hedge, then depending on its nature, changes in its fair value will be either offset against change in the fair value of hedged assets or liabilities through the consolidated statements of income, or recorded in other comprehensive income (loss).

 

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If a derivative is held as a hedge of the variability of fair value related to a recognized asset or liability or an unrecognized firm commitment (“fair value” hedge), changes in the fair value of the derivative are recorded in earnings along with the changes in the fair value of the hedged item.

If a derivative is held as a hedge of the variability of cash flows related to a forecasted transaction or a recognized asset or liability (“cash flow” hedge), changes in the fair value of the derivative are recorded in other comprehensive income (loss) to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item.

If a derivative is held as a hedge of a foreign-currency fair-value or cash-flow hedge (“foreign currency” hedge), changes in the fair value of the derivative are recorded in either earnings or other comprehensive income (loss), depending on whether the hedged transaction is a fair-value hedge or a cash-flow hedge. However, if a derivative is used as a hedge of a net investment in a foreign operation, changes in its fair value, to the extent effective as a hedge, are recorded in the foreign currency translation adjustments account within other comprehensive income (loss).

Changes in the fair value of derivatives that are held for trading purposes or held for the purpose of economic hedges, and the ineffective portion of changes in fair value of derivatives that qualify as a hedge, are recorded in earnings.

For all hedging relationships that are designated and qualify as hedging, at inception the Company and its subsidiaries formally document the details of the hedging relationship and the hedged activity. The Company and its subsidiaries also formally assess, both at the hedge’s inception and on an ongoing basis, the effectiveness of the hedge relationship. The Company and its subsidiaries cease hedge accounting prospectively when the derivative no longer qualifies for hedge accounting.

(l) Pension plans

The Company and certain subsidiaries have contributory and non-contributory pension plans covering substantially all of their employees. The Company and its subsidiaries apply ASC 715 (“Compensation—Retirement Benefits”), and the costs of pension plans are accrued based on amounts determined using actuarial methods, with assumptions of discount rate, rate of increase in compensation level, expected long-term rate of return on plan assets and others.

The Company and its subsidiaries also recognize the funded status of pension plans, measured as the difference between the fair value of plan assets and the benefit obligation, on the consolidated balance sheets. Changes in that funded status are recognized in the year in which the changes occur through other comprehensive income (loss), net of applicable income taxes.

(m) Stock-based compensation

The Company and its subsidiaries apply ASC 718 (“Compensation—Stock Compensation”). ASC 718 requires, with limited exception, that the cost of employee services received in exchange for an award of equity instruments be measured based on the grant-date fair value. The costs are recognized over the requisite employee service period.

(n) Stock splits

Stock splits implemented prior to October 1, 2001 had been accounted for by transferring an amount equivalent to the par value of the shares from additional paid-in capital to common stock as required by the Japanese Commercial Code (the “Code”) before amendment. However, no such reclassification was made for stock splits when common stock already included a portion of the proceeds from shares issued at a price in excess of par value. This method of accounting was in conformity with accounting principles generally accepted in Japan.

As a result of a revision to the Code before amendment effective on October 1, 2001 and the Companies Act implemented on May 1, 2006, the above-mentioned method of accounting required by the Code became unnecessary.

In the United States, stock splits in comparable circumstances are considered to be stock dividends and are accounted for by transferring from retained earnings to common stock and additional paid-in capital amounts equal to the fair market value of the shares issued. Common stock is increased by the par value of the shares and additional paid-in capital is increased by the excess of the market value over par value of the shares issued. Had such stock splits made prior to October 1, 2001 been accounted for in this manner, additional paid-in capital as of September 30, 2015 would have increased by approximately ¥24,674 million, with a corresponding decrease in retained earnings. Total ORIX Corporation shareholders’ equity would remain unchanged. Stock split on May 19, 2000 was excluded from the above amounts because the stock split was not considered to be a stock dividend under U.S. GAAP.

 

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(o) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits placed with banks and short-term highly liquid investments with original maturities of three months or less.

(p) Restricted cash

Restricted cash consists of trust accounts under securitization programs and real estate, deposits related to servicing agreements, deposits collected on the underlying assets and applied to non-recourse loans and others.

(q) Installment loans

Certain loans, for which the Company and its subsidiaries have the intent and ability to sell to outside parties in the foreseeable future, are considered held for sale and are carried at the lower of cost or fair value determined on an individual basis, except loans held for sale for which the fair value option under ASC 825 (“Financial Instruments”) was elected. A subsidiary elected the fair value option under ASC 825 on its loans held for sale originated on or after October 1, 2011. The subsidiary enters into forward sale agreements to offset the change in the fair value of loans held for sale, and the election of the fair value option allows the subsidiary to recognize both the change in the fair value of the loans and the change in the fair value of the forward sale agreements due to changes in interest rates in the same accounting period.

Loans held for sale are included in installment loans, and the outstanding balances of these loans as of March 31, 2015 and September 30, 2015 were ¥15,613 million and ¥18,507 million, respectively. There were ¥15,361 million and ¥15,794 million of loans held for sale as of March 31, 2015 and September 30, 2015, respectively, measured at fair value by electing the fair value option.

(r) Property under facility operations

Property under facility operations consist primarily of operating facilities (including golf courses, hotels and training facilities and senior housings) and environmental assets (including mega solar), which are stated at cost less accumulated depreciation, and depreciation is calculated mainly on a straight-line basis over the estimated useful lives of the assets. Accumulated depreciation was ¥60,999 million and ¥61,965 million as of March 31, 2015 and September 30, 2015, respectively.

(s) Trade notes, accounts and other receivable

Trade notes, accounts and other receivable primarily include accounts receivables in relation to sales of assets to be leased, inventories and other assets and payment made on behalf of lessees for property tax, maintenance fees and insurance premiums in relation to direct financing lease contracts.

(t) Inventories

Inventories consist primarily of residential condominiums under development, completed residential condominiums (including those waiting to be delivered to buyers under the contract for sale), and merchandise for sale. Residential condominiums under development are carried at cost less any impairment losses, and completed residential condominiums and merchandises for sale are stated at the lower of cost or fair value less cost to sell. The cost of inventories that are unique and not interchangeable is determined on the specific identification method and the cost of other inventories is principally determined on the first-in first-out (FIFO) method. As of March 31, 2015, and September 30, 2015, residential condominiums under development were ¥97,320 million and ¥81,933 million, respectively, and completed residential condominiums and merchandises for sale were ¥68,220 million and ¥67,892 million, respectively.

The company and its subsidiaries recorded ¥3,065 million and ¥29 million of write-downs principally on residential condominiums under development for the six months ended September 30, 2014 and 2015, respectively, resulting from an increase in development costs and/or a decrease in expected sales price. The amounts of such write-downs for the three months ended September 30, 2014 and 2015 were ¥3,063 million and ¥27 million respectively. These write-downs were principally recorded in costs of goods and real estate sold and included in the Real Estate segment and the Investment and Operation segment.

(u) Office facilities

Office facilities are stated at cost less accumulated depreciation. Depreciation is calculated on a declining-balance basis or straight-line basis over the estimated useful lives of the assets. Accumulated depreciation was ¥44,443 million and ¥42,919 million as of March 31, 2015 and September 30, 2015, respectively.

 

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(v) Other assets

Other assets consist primarily of the excess of purchase prices over the net assets acquired in acquisitions (goodwill) and other intangible assets (see (w)), reinsurance recoverables in relation to reinsurance contracts (see (e)), deferred insurance policy acquisition costs which are amortized over the contract periods (see (e)), leasehold deposits, advance payments made in relation to purchases of assets to be leased and construction of real estate for operating lease, prepaid benefit cost, derivative assets and deferred tax assets.

(w) Goodwill and other intangible assets

The Company and its subsidiaries have followed ASC 805 (“Business Combinations”) and ASC 350 (“Intangibles”).

ASC 805 requires that all business combinations be accounted for using the acquisition method. It also requires that intangible assets acquired in a business combination be recognized apart from goodwill if the intangible assets meet one of two criteria—either the contractual-legal criterion or the separability criterion. Goodwill is measured as an excess of the aggregate of consideration transferred and the fair value of noncontrolling interests over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed in the business combination measured at fair value. The Company and its subsidiaries would recognize a bargain purchase gain when the amount of recognized net assets exceeds the sum of consideration transferred and the fair value of noncontrolling interests. In a business combination achieved in stages, the Company and its subsidiaries remeasure their previously held equity interest at their acquisition-date fair value and recognize the resulting gain or loss, if any, in earnings.

ASC 350 establishes how intangible assets (other than those acquired in a business combination) should be accounted for upon acquisition. It also addresses how goodwill and other intangible assets should be accounted for subsequent to their acquisition. Goodwill and intangible assets that have indefinite useful lives are not amortized but tested at least annually for impairment. Additionally, if events or changes in circumstances indicate that the asset might be impaired, the Company and its subsidiaries test for impairment when such events or changes occur.

The Company and its subsidiaries may perform a qualitative assessment to determine whether to calculate the fair value of a reporting unit under the first step of the two-step goodwill impairment test. If, after assessing the totality of events or circumstances, it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company and/or subsidiaries do not perform the two-step impairment test. However, if the Company and/or subsidiaries conclude otherwise, the Company and/or subsidiaries perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit falls below its carrying amount, then the Company and/or subsidiaries perform the second step of the goodwill impairment test by comparing implied the fair value of goodwill with its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The Company and its subsidiaries test the goodwill either at the operating segment level or one level below the operating segments. The Company and its subsidiaries perform the qualitative assessment for some goodwill but bypass the qualitative assessment and proceed directly to the first step of the two-step impairment test for other goodwill.

The Company and its subsidiaries may perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company and/or subsidiaries conclude that it is not more likely than not that the indefinite-lived asset is impaired, then the Company and/or subsidiaries do not perform the quantitative impairment test. However, if the Company and/or subsidiaries conclude otherwise, the Company and/or subsidiaries calculate the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company and its subsidiaries perform the qualitative assessment for some indefinite-lived intangible assets but bypass the qualitative assessment and perform the quantitative assessment for other indefinite-lived intangible assets.

Intangible assets with finite lives are amortized over their useful lives and tested for impairment in accordance with ASC 360 (“Property, Plant, and Equipment”).

The amount of goodwill was ¥372,615 million and ¥313,416 million as of March 31, 2015 and September 30, 2015, respectively.

The amount of other intangible assets was ¥425,012 million and ¥387,404 million as of March 31, 2015 and September 30, 2015, respectively.

 

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(x) Trade notes, accounts and other payable

Trade notes, accounts and other payable include primarily accounts payable in relation to purchase of assets to be leased and other assets and deposits received mainly for withholding income tax.

(y) Other Liabilities

Other liabilities include primarily interest, bonus accrued expense and accrued benefit liability, advances received from lessees in relation to lease contracts, deposit received from real estate transaction and derivative liabilities.

(z) Capitalization of interest costs

The Company and its subsidiaries capitalized interest costs related to specific long-term development projects.

(aa) Advertising

The costs of advertising are expensed as incurred.

(ab) Discontinued operations

In April 2014, Accounting Standards Update 2014-08 (“Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”—ASC 205 (“Presentation of Financial Statements”) and ASC 360 (“Property, Plant, and Equipment”)) was issued. This Update requires an entity to report a disposal or a classification as held for sale of a component of an entity or a group of components of an entity in discontinued operations if it represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The Company and its subsidiaries early adopted this Update on April 1, 2014. In accordance with this Update, the Company and its subsidiaries report a disposal of a component or a group of components of the Company and its subsidiaries in discontinued operations if the disposal represents a strategic shift which has (or will have) a major effect on the Company and its subsidiaries’ operations and financial results when the component or group of components is disposed by sale or classified as held for sale on or after April 1, 2014.

Accounting Standards Update 2014-08 does not apply to a disposal or a classification as held for sale of a component or a group of components of the Company and its subsidiaries which have previously been reported in the financial statements. Accordingly, during the six months ended September 30, 2014 and the three months ended September 30, 2014, the Company and its subsidiaries continue to report gains on sales and the results of operations of subsidiaries and business units, which were classified as held for sale at March 31, 2014, as income from discontinued operations in the accompanying condensed consolidated statements of income in accordance with ASC 205-20 prior to the early adoption of the update.

(ac) Earnings per share

Basic earnings per share is computed by dividing income attributable to ORIX Corporation shareholders from continuing operations and net income attributable to ORIX Corporation shareholders by the weighted average number of shares of outstanding common stock in each period and diluted earnings per share, which reflects the potential dilution that could occur if securities or other contracts issuing common stock were exercised or converted into common stock.

(ad) Additional acquisition and partial sale of the parent’s ownership interest in subsidiaries

Additional acquisition of the parent’s ownership interest in subsidiaries and partial sale of such interest where the parent continues to retain control of that subsidiary are accounted for as equity transactions. On the other hand, in a transaction that results in the loss of control, the gain or loss recognized in income includes the realized gain or loss related to the portion of ownership interest sold and the gain or loss on the remeasurement to fair value of the interest retained.

(ae) Redeemable noncontrolling interests

Noncontrolling interests in a certain subsidiary are redeemable preferred shares which are subject to call and put rights upon certain shareholder events. As redemption of the noncontrolling interest is not solely in the control of the subsidiary, it is recorded between liabilities and equity on the consolidated balance sheets at its estimated redemption value in accordance with provisions including EITF Topic No. D-98 (ASC 480-10-s99-3A) (“Classification and Measurement of Redeemable Securities”).

 

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(af) Issuance of stock by an affiliate

When an affiliate issues stock to unrelated third parties, the Company and its subsidiaries’ ownership interest in the affiliate decreases. In the event that the price per share is more or less than the Company and its subsidiaries’ average carrying amount per share, the Company and its subsidiaries adjust the carrying amount of its investment in the affiliate and recognize gain or loss in the consolidated statements of income in the year in which the change in ownership interest occurs.

(ag) New accounting pronouncements

In January 2014, Accounting Standards Update 2014-04 (“Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure”—ASC 310-40 (“Receivables—Troubled Debt Restructurings by Creditors”)) was issued. This Update clarifies when a creditor is considered to have received physical possession resulting from an in substance repossession or foreclosure of residential real estate property collateralizing a consumer mortgage loan. Additionally, this Update requires an entity to disclose the amount of foreclosed residential real estate property and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2014. The amendments should be applied on either a prospective basis or a modified retrospective basis. Early adoption is permitted. The Company and its subsidiaries adopted this Update on April 1, 2015. The adoption had no material effect on the Company and its subsidiaries’ results of operations or financial position.

In May 2014, Accounting Standards Update 2014-09 (“Revenue from Contracts with Customers”—ASC 606 (“Revenue from Contracts with Customers”)) was issued. The core principle of this Update is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five-step model to determine when to recognize revenue, and in what amount. The five steps to apply the model are:

 

   

Identify the contract(s) with a customer

 

   

Identify the performance obligations in the contract

 

   

Determine the transaction price

 

   

Allocate the transaction price to the performance obligations in the contract

 

   

Recognize revenue when (or as) the entity satisfies a performance obligation

This Update requires an entity to disclose more information about contracts with customers than under the current disclosure requirements. The Update is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. Early adoption is permitted only for the fiscal year beginning after December 15, 2016, and interim periods within the fiscal year. An entity should apply the amendments in this Update using either a retrospective method or a cumulative-effect method. The entity using the retrospective method may elect some optional expedients to simplify a full retrospective basis. The entity using the cumulative-effect method would recognize the cumulative effect of initially applying this Update as an adjustment to the opening balance of retained earnings or net assets at the date of initial application. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In June 2014, Accounting Standards Update 2014-11 (“Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures”—ASC 860 (“Transfers and Servicing”)) was issued. This Update requires an entity to account for repurchase-to-maturity transactions as secured borrowings. This Update eliminates the guidance on repurchase financing transactions in ASC 860-10-40-42 through 40-47 and requires the transferor and transferee to symmetrically account for the initial transfer of the financial asset as a sale (provided that derecognition conditions are met) and purchase, respectively. Additionally, this Update requires new disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers accounted for as secured borrowings. The Company and its subsidiaries adopted this Update for accounting on January 1, 2015, and for new disclosure on April 1, 2015. The adoption had no effect on the Company and its subsidiaries’ results of operations or financial position.

In June 2014, Accounting Standards Update 2014-12 (“Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”—ASC 718 (“Compensation—Stock Compensation”)) was issued. This Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. The amendments in this Update should be applied on either a prospective basis or a modified retrospective basis. Early adoption is permitted. The adoption is not expected to have a material effect on the Company and its subsidiaries’ results of operations or financial position.

 

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In August 2014, Accounting Standards Update 2014-13 (“Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity”—ASC 810 (“Consolidation”)) was issued. This Update permits the parent of the consolidated collateralized financing entity (“CFE”) within the scope of this Update to measure the CFE’s financial assets and liabilities based on either the fair value of the financial assets or financial liabilities, whichever has the more observable inputs. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is permitted as of the beginning of a fiscal year. An entity should apply the amendments in this Update using either a modified retrospective approach or a full retrospective approach. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In August 2014, Accounting Standards Update 2014-14 (“Classification of Certain Government -Guaranteed Mortgage Loans Upon Foreclosure”—ASC 310-40 (“Receivables—Troubled Debt Restructurings by Creditors”)) was issued. This Update requires creditors to classify certain foreclosed government guaranteed mortgage loans as a receivable from the guarantor that is measured at the amount expected to be recovered under the guarantee, without treating the guarantee as a separate unit of account. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2014. An entity should apply the amendments in this Update using either a prospective transition method or a modified retrospective transition method. The transition method must be consistent with that applied by the entity for Accounting Standards Update 2014-04 (“Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure”—ASC 310-40 (“Receivables—Troubled Debt Restructurings by Creditors”)). Early adoption is permitted only if the entity has already adopted Accounting Standards Update 2014-04. The Company and its subsidiaries adopted this Update on April 1, 2015. The adoption had no effect on the Company and its subsidiaries’ results of operations or financial position.

In August 2014, Accounting Standards Update 2014-15 (“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”—ASC 205-40 (“Presentation of Financial Statements—Going Concern”)) was issued. This Update requires an entity to perform a going concern assessment by evaluating their ability to meet obligations for a look-forward period of one year from the financial statement issuance date (or date the financial statements are available to be issued). Disclosures are required if it is probable an entity will be unable to meet its obligations within the look-forward period. Incremental substantial doubt disclosure is required if the probability is not mitigated by management’s plans. This Update is effective for the first fiscal years ending after December 15, 2016 and interim periods thereafter. Early adoption is permitted. The Update only relates to certain disclosure requirements and the adoption will have no effect on the Company and its subsidiaries’ results of operations or financial position.

In November 2014, Accounting Standards Update 2014-16 (“Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity”—ASC 815 (“Derivatives and Hedging”)) was issued. This Update requires an issuer or an investor of hybrid financial instruments issued in the form of a share to determine whether the nature of the host contract is more akin to debt or to equity by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The amendments in this Update should be applied on a modified retrospective basis to all existing hybrid financial instruments in the form of a share as of the beginning of the fiscal year of adoption. Retrospective application is permitted to all relevant prior periods. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In January 2015, Accounting Standards Update 2015-01 (“Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”—ASC 225-20 (“Income Statement—Extraordinary and Unusual Items”)) was issued. This Update eliminates the concept of extraordinary items from U.S. GAAP, but does not change the current presentation and disclosure requirements for material events or transactions that are unusual in nature or infrequent in occurrence. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. The amendments in this Update should be applied on either a prospective basis or a retrospective basis. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. Generally, the effect of adopting this Update on the Company and its subsidiaries’ results of operations will depend on future transactions.

 

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In February 2015, Accounting Standards Update 2015-02 (“Amendments to the Consolidation Analysis”—ASC 810 (“Consolidation”)) was issued. This Update requires an entity to change the way to evaluate whether reporting entities should consolidate limited partnerships and similar legal entities, fees paid to a decision maker or service provider are variable interest in a VIE, and variable interests in a VIE held by related parties of the reporting entity require the reporting entity to consolidate the VIE. Additionally, the amendments in this Update rescind the indefinite deferral of FASB Statement No.167 (“Amendments to FASB Interpretation No.46(R)”), included in Accounting Standards Update 2010-10 (ASC 810 (“Consolidation”)) for certain investment companies and similar entities. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. A reporting entity is permitted to apply the amendments in this Update using either a modified retrospective approach or a full retrospective approach. Early adoption is permitted. If an entity adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In April 2015, Accounting Standards Update 2015-03 (“Simplifying the Presentation of Debt Issuance Costs”—ASC 835-30 (“Interest—Imputation of Interest”)) was issued. This Update requires that debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, similar to the presentation of debt discounts or premiums. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015. Retrospective application is required to all relevant prior periods. Early adoption is permitted for financial statements that have not been previously issued. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In July 2015, Accounting Standards Update 2015-11 (“Simplifying the Measurement of Inventory”—ASC 330 (“Inventory”)) was issued. This Update applies to all inventory except for which is measured using last-in, first-out (LIFO) or the retail inventory method, and requires an entity to measure inventory at the lower of cost and net realizable value. Additionally, this Update defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This Update is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2016. The amendments in this Update should be applied on a prospective basis. Early adoption is permitted. The Company and its subsidiaries are currently evaluating the effect that the adoption of this Update will have on the Company and its subsidiaries’ results of operations or financial position.

In September 2015, Accounting Standards Update 2015-16 (“Simplifying the Accounting for Measurement-Period Adjustments”—ASC 805 (“Business Combinations”)) was issued. This Update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This Update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update. Early application is permitted for financial statements that have not yet been issued. Generally, the effect of adopting this Update on the Company and its subsidiaries’ results of operations and financial position will depend on future transactions.

(ah) Elimination of lag period

Since its acquisition on February 27, 2014, the Company had been consolidating DAIKYO on a lag basis. In order to reflect DAIKYO’s financial position and results of operations and cash flows in the Company’s consolidated financial statements in a concurrent manner, the Company eliminated the lag period and has aligned the fiscal year end of DAIKYO with the Company’s fiscal year end of March 31 during the year ended March 31, 2015.

Because the elimination of a lag period represents a change in accounting principle, the Company retrospectively adjusted the prior year’s consolidated financial statements for the effects of the lag accounting.

The segment information in the Note 23 (“Segment Information”) has been restated giving effect to these changes to conform to DAIKYO’s fiscal year end of March 31, 2015.

 

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(ai) Reclassifications

Certain line items presented in the condensed consolidated balance sheets, the condensed consolidated statements of income and the condensed consolidated statements of cash flows have been changed starting from the three months ended December 31, 2014. These changes aim to reflect fairly the changing revenues structure of the Company and its subsidiaries on the consolidated financial statements, which has resulted from continued diversification in our business activities and also an increase in the number of consolidated subsidiaries acquired in recent years. Corresponding to these changes, the presented amounts in the condensed consolidated statements of income and the condensed consolidated statements of cash flows for the previous fiscal year have also been reclassified retrospectively as follows to conform to the presentation for the six and three months ended September 30, 2015.

(Condensed Consolidated Statements of Income)

 

   

“Direct financing leases” and “Interest on loans and investment securities” have been presented as “Finance revenues.” Certain finance-related revenues previously included in “Other operating revenues” in the amount of ¥1,603 million and ¥649 million for the six and three months ended September 30, 2014 have been included in “Finance revenues.”

 

   

“Brokerage commissions and net gains on investment securities” has been changed to “Gains on investment securities and dividends.”

 

   

“Gains (losses) on sales of real estate under operating leases” has been reclassified and combined into “Operating leases.”

 

   

“Real estate sales” and “Sales of goods” have been reclassified and combined into “Sales of goods and real estate.” “Costs of real estate sales” and “Costs of goods sold” have been reclassified and combined into “Costs of goods and real estate sold.”

 

   

“Revenues from asset management and servicing” and part of the service-related revenues in the amount of ¥263,167 million and ¥137,318 million for the six and three months ended September 30, 2014 previously classified under “Other operating revenues” have been reclassified into “Services income.” “Expenses from asset management and servicing” and part of service-related expenses in the amount of ¥181,423 million and ¥94,502 million for the six and three months ended September 30, 2014 previously classified under “Other operating expenses” have been reclassified into “Services expense.”

 

   

“Foreign currency transaction loss (gain), net” and revenues and expenses other than service-related previously classified under “Other operating revenues” in the amount of ¥(2,860) million and ¥106 million for the six and three months ended September 30, 2014 and “Other operating expenses” in the amount of ¥3,379 million and ¥3,079 million for the six and three months ended September 30, 2014, as well as part of expenses previously classified under “Selling, general and administrative expenses” in the amount of ¥61 million and ¥(121) million for the six and three months ended September 30, 2014, have been reclassified and combined into “Other (income) and expense, net.”

(Condensed Consolidated Statements of Cash flows)

 

   

“Gains on sales of real estate under operating lease” and “Gains on sales of operating lease assets other than real estate” have been combined and presented as “Gains on sales of operating lease assets” in cash flows from operating activities.

 

   

“Decrease in trade notes, accounts and other receivable” previously included in “Decrease (Increase) in other receivables” has separately been presented. A part of assets in the amount of ¥(27,403) million for the six months ended September 30, 2014 previously included in “Decrease (Increase) in other receivables” has been reclassified into “Other, net” in cash flows from operating activities.

 

   

“Decrease in trade notes, accounts and other payable” previously included in “Decrease in trade notes, accounts payable and other liabilities” has separately been presented. A part of liabilities in the amount of ¥3,634 million for the six months ended September 30, 2014 previously included in “Decrease in trade notes, accounts payable and other liabilities” has been reclassified into “Other, net” in cash flows from operating activities.

 

   

“Decrease in accrued expenses” has been reclassified into “Other, net” in cash flows from operating activities.

 

   

“Purchases of other operating assets” has been changed to “Purchases of property under facility operations.” A part of assets in the amount of ¥(1,646) million for the six months ended September 30, 2014 previously included in “Purchases of other operating assets” has been reclassified into “Other, net” in cash flows from investing activities.

 

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The following table provides information about “Finance revenues” for the six and three months ended September 30, 2014 and 2015:

 

     Millions of yen  
     Six months
ended  September 30,
2014
     Six months
ended  September 30,
2015
 

Direct financing leases

   ¥ 29,825       ¥ 35,032   

Interest on loans

     54,451         58,293   

Interest on investment securities

     5,304         6,002   

Other

     1,603         1,917   
  

 

 

    

 

 

 

Finance revenues

   ¥   91,183       ¥ 101,244   
  

 

 

    

 

 

 

 

     Millions of yen  
     Three months
ended September 30,
2014
     Three months
ended September 30,
2015
 

Direct financing leases

   ¥ 14,591       ¥ 19,329   

Interest on loans

     27,097         28,314   

Interest on investment securities

     2,736         3,043   

Other

     649         931   
  

 

 

    

 

 

 

Finance revenues

   ¥   45,073       ¥   51,617   
  

 

 

    

 

 

 

The following table provides information about Gains on sales of real estate under operating leases included in “Operating leases” for the six and three months ended September 30, 2014 and 2015:

 

     Millions of yen  
     Six months
ended  September 30,
2014
     Six months
ended  September 30,
2015
 

Gains on sales of real estate under operating leases

   ¥     9,123       ¥   14,694   

 

     Millions of yen  
     Three months
ended September 30,
2014
     Three months
ended September 30,
2015
 

Gains on sales of real estate under operating leases

   ¥     2,821       ¥     6,386   

The following table provides information about “Sales of goods and real estate” and “Costs of goods and real estate sold” for the six and three months ended September 30, 2014 and 2015:

 

     Millions of yen  
     Six months
ended  September 30,
2014
     Six months
ended  September 30,
2015
 

Sales of goods

   ¥ 119,682       ¥ 323,625   

Real estate sales

     38,494         71,801   
  

 

 

    

 

 

 

Sales of goods and real estate

   ¥ 158,176       ¥ 395,426   
  

 

 

    

 

 

 

Costs of goods sold

   ¥ 102,257       ¥ 290,343   

Costs of real estate sales

     39,145         61,118   
  

 

 

    

 

 

 

Costs of goods and real estate sold

   ¥ 141,402       ¥ 351,461   
  

 

 

    

 

 

 

 

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     Millions of yen  
     Three months
ended September 30,
2014
     Three months
ended September 30,
2015
 

Sales of goods

   ¥ 78,373       ¥ 177,865   

Real estate sales

     26,726         40,985