Amended Report of Foreign Issuer (6-k/a)
February 20 2018 - 6:33AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K/A
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2018.
Commission File Number:
001-14856
ORIX Corporation
(Translation of Registrants Name into English)
World Trade
Center Bldg.,
2-4-1
Hamamatsu-cho,
Minato-ku,
Tokyo, JAPAN
(Address of
Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.)
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as
permitted by Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check
mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
TABLE OF CONTENTS
2
EXPLANATORY NOTE
ORIX Corporation amends its report on Form
6-K
furnished to the SEC on
February 13, 2018 solely to file a corrected version of Note 22 Segment Information. This amendment does not affect any other parts of Form
6-K
filed on February 13, 2018.
3
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.
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ORIX Corporation
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Date: February 20, 2018
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By
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/s/ Kazuo Kojima
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Kazuo Kojima
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Director
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Deputy President and Chief Financial Officer
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ORIX Corporation
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4
Financial information about the operating segments reported below is that which is available by segment and evaluated regularly
by the management in deciding how to allocate resources and in assessing performance.
An overview of operations for each
of the six segments follows below.
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Corporate Financial Services
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:
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Loan, leasing and fee business
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Maintenance Leasing
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:
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Automobile leasing and rentals,
car-sharing,
and test and measurement instruments and
IT-related
equipment rentals and leasing
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Real Estate
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:
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Real estate development and rental, facility operation, REIT asset management, and real estate investment and advisory services
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Investment and Operation
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:
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Environment and energy, principal investment, loan servicing (asset recovery), and concession
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Retail
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:
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Life insurance, banking and card loan
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Overseas Business
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:
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Leasing, loan, bond investment, asset management and aircraft and ship-related operations
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Financial information of the segments for the nine months ended December 31, 2016 is as
follows:
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Millions of yen
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Corporate
Financial
Services
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Maintenance
Leasing
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Real Estate
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Investment
and
Operation
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Retail
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Overseas
Business
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Total
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Segment revenues
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¥
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75,546
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¥
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202,657
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¥
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153,243
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¥
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870,404
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¥
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274,708
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¥
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351,733
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¥
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1,928,291
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Segment profits
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26,314
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28,642
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49,721
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68,783
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60,055
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95,600
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329,115
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Financial information of the segments for the nine months ended December 31, 2017 is as
follows:
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Millions of yen
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Corporate
Financial
Services
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Maintenance
Leasing
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Real Estate
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Investment
and
Operation
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Retail
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Overseas
Business
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Total
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Segment revenues
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¥
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86,091
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¥
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207,085
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¥
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138,632
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¥
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1,073,655
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¥
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336,381
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¥
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358,340
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¥
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2,200,184
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Segment profits
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37,551
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31,085
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52,084
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62,648
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63,274
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109,576
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356,218
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Financial information of the segments for the three months ended December 31, 2016 is as
follows:
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Millions of yen
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Corporate
Financial
Services
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Maintenance
Leasing
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Real Estate
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Investment
and
Operation
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Retail
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Overseas
Business
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Total
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Segment revenues
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¥
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23,551
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¥
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67,837
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¥
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49,159
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¥
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331,362
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¥
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123,613
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¥
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111,090
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¥
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706,612
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Segment profits
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6,440
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8,987
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14,274
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16,742
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24,548
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44,090
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115,081
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Financial information of the segments for the three months ended December 31, 2017 is as
follows:
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Millions of yen
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Corporate
Financial
Services
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Maintenance
Leasing
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Real Estate
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Investment
and
Operation
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Retail
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Overseas
Business
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Total
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Segment revenues
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¥
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32,108
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¥
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70,037
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¥
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42,877
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¥
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299,234
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¥
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116,876
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¥
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119,699
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¥
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680,831
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Segment profits
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15,502
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10,647
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8,093
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23,721
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20,324
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28,179
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106,466
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5
Segment assets information as of March 31, 2017 and December 31, 2017
is as follows:
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Millions of yen
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Corporate
Financial
Services
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Maintenance
Leasing
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Real Estate
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Investment
and
Operation
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Retail
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Overseas
Business
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Total
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March 31, 2017
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¥
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1,032,152
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¥
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752,513
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¥
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657,701
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¥
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768,675
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¥
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3,291,631
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¥
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2,454,200
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¥
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8,956,872
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December 31, 2017
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966,914
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780,548
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605,767
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870,257
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3,212,749
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2,756,502
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9,192,737
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The accounting policies of the segments are almost the same as those described in Note 2
Significant Accounting and Reporting Policies except for the treatment of income tax expenses, net income attributable to the noncontrolling interests, net income attributable to the redeemable noncontrolling interests, and the
consolidation of certain variable interest entities (VIEs). Income taxes are not included in segment profits or losses because the management evaluates segments performance on a
pre-tax
basis.
Additionally, net income attributable to noncontrolling interests and redeemable noncontrolling interests are not included in segment profits or losses because the management evaluates segments performance based on profits or losses
(per-tax)
attributable to ORIX Corporation Shareholders. Net income attributable to the noncontrolling interests, net income attributable to the redeemable noncontrolling interests, which are recognized net of tax
in the accompanying consolidated statements of income, are adjusted to profit or loss before income tax, when calculating segment profits or losses. Most of selling, general and administrative expenses, including compensation costs that are directly
related to the revenue generating activities of each segment, have been accumulated by and charged to each segment. Gains and losses that management does not consider for evaluating the performance of the segments, such as write-downs of certain
securities, write-downs of certain long-lived assets and certain foreign exchange gains or losses (included in other (income) and expense, net) are excluded from the segment profits or losses, and are regarded as corporate items.
Assets attributed to each segment are investment in direct financing leases, installment loans, investment in operating
leases, investment in securities, property under facility operations, investment in affiliates, inventories, advances for investment in operating leases (included in other assets), advances for investment in property under facility operations
(included in other assets) and goodwill and other intangible assets recognized as a result of business combination (included in other assets) and servicing assets (included in other assets). This has resulted in the depreciation of office facilities
being included in each segments profit or loss while the carrying amounts of corresponding assets are not allocated to each segments assets. However, the effect resulting from this allocation is not significant.
For those VIEs that are used for securitization and are consolidated, for which the VIEs assets can be used only to
settle related obligations of those VIEs and the creditors (or beneficial interest holders) do not have recourse to other assets of the Company or its subsidiaries, segment assets are measured based on the amount of the Company and its
subsidiaries net investments in the VIEs, which is different from the amount of total assets of the VIEs, and accordingly, segment revenues are also measured at a net amount representing the revenues earned on the net investments in the VIEs.
Certain gains or losses related to assets and liabilities of consolidated VIEs, which are not ultimately attributable to
the Company and its subsidiaries, are excluded from segment profits.
6
The reconciliation of segment totals to consolidated financial statement amounts
is as follows:
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Millions of yen
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Nine months ended
December 31, 2016
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Nine months ended
December 31, 2017
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Segment revenues:
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Total revenues for segments
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¥
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1,928,291
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¥
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2,200,184
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Revenues related to corporate assets
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8,251
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8,136
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Revenues related to assets of certain VIEs
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3,327
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2,282
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Revenues from inter-segment transactions
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(14,100
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)
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(15,720
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)
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Total consolidated revenues
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¥
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1,925,769
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¥
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2,194,882
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Segment profits:
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Total profits for segments
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¥
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329,115
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¥
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356,218
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Corporate gains (losses)
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(1,812
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)
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(1,357
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)
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Gains (losses) related to assets or liabilities of certain VIEs
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27
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(29
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)
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Net income attributable to the noncontrolling interests and net income attributable to the
redeemable noncontrolling interests
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6,766
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5,656
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Total consolidated income before income taxes
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¥
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334,096
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¥
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360,488
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Millions of yen
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Three months ended
December 31, 2016
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Three months ended
December 31, 2017
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Segment revenues:
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Total revenues for segments
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¥
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706,612
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¥
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680,831
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Revenues related to corporate assets
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1,284
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1,187
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Revenues related to assets of certain VIEs
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1,096
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444
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Revenues from inter-segment transactions
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(4,348
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)
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(5,376
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)
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Total consolidated revenues
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¥
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704,644
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¥
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677,086
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Segment profits:
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Total profits for segments
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¥
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115,081
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¥
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106,466
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Corporate gains (losses)
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(2,119
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)
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(788
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)
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Gains (losses) related to assets or liabilities of certain VIEs
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(78
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)
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(27
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)
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Net income attributable to the noncontrolling interests and net income attributable to the
redeemable noncontrolling interests
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1,977
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2,225
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Total consolidated income before income taxes
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¥
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114,861
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¥
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107,876
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Millions of yen
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March 31, 2017
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December 31, 2017
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Segment assets:
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Total assets for segments
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¥
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8,956,872
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¥
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9,192,737
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Cash and cash equivalents, restricted cash
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1,133,212
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1,323,554
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Allowance for doubtful receivables on direct financing leases and probable loan losses
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(59,227
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)
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(55,713
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Trade notes, accounts and other receivable
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283,427
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308,128
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Other corporate assets
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672,562
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682,724
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Assets of certain VIEs
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245,049
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100,488
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Total consolidated assets
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¥
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11,231,895
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¥
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11,551,918
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7
The following information represents geographical revenues and income before
income taxes, which are attributed to geographic areas, based on the country location of the Company and its subsidiaries.
For the
nine months ended December 31, 2016
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Millions of yen
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Japan
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The Americas *1
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Other *2*3
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Total
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Total Revenues
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¥
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1,555,622
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¥
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116,680
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¥
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253,467
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¥
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1,925,769
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Income before Income Taxes
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|
239,166
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|
35,626
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|
59,304
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334,096
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|
For the nine months ended December 31, 2017
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Millions of yen
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Japan
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The Americas *1
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Other *2*3
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Total
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Total Revenues
|
|
¥
|
1,822,281
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|
|
¥
|
83,738
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|
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¥
|
288,863
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|
|
¥
|
2,194,882
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Income before Income Taxes
|
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|
247,489
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|
|
|
37,778
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|
|
|
75,221
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|
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|
360,488
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|
|
For the three months ended December 31, 2016
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|
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Millions of yen
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Japan
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|
The Americas *1
|
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Other *2*3
|
|
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Total
|
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Total Revenues
|
|
¥
|
588,151
|
|
|
¥
|
29,382
|
|
|
¥
|
87,111
|
|
|
¥
|
704,644
|
|
Income before Income Taxes
|
|
|
72,695
|
|
|
|
19,594
|
|
|
|
22,572
|
|
|
|
114,861
|
|
|
For the three months ended December 31, 2017
|
|
|
|
|
|
Millions of yen
|
|
|
|
Japan
|
|
|
The Americas *1
|
|
|
Other *2*3
|
|
|
Total
|
|
Total Revenues
|
|
¥
|
551,557
|
|
|
¥
|
26,192
|
|
|
¥
|
99,337
|
|
|
¥
|
677,086
|
|
Income before Income Taxes
|
|
|
78,497
|
|
|
|
10,885
|
|
|
|
18,494
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|
|
|
107,876
|
|
*1
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Mainly the United States
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*2
|
Mainly Asia, Europe, Australasia and Middle East
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*3
|
ORIX Corporation Europe N.V. (hereinafter, ORIX Europe), one of the Companys subsidiaries
domiciled in the Netherlands, which has changed its name from Robeco Groep N.V. on January 1, 2018, is a holding company owning asset management companies. Due to its customer base spread across the world, total revenues and income before
income taxes of the company are included in Other. Based on its legal entity location, the revenues of ORIX Europe were ¥71,914 million in the Americas and ¥56,102 million in Other for the nine months ended
December 31, 2016, and ¥76,330 million in the Americas and ¥65,204 million in Other for the nine months ended December 31, 2017, and ¥24,730 million in the Americas and ¥19,235 million in Other for the
three months ended December 31, 2016, and ¥25,897 million in the Americas and ¥24,884 million in Other for the three months ended December 31, 2017.
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