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ORIX CORP Annual Report 2012

Mar 31, 2012

30155_rns_2012-03-31_15366cef-65cc-4fd7-ab7c-c7c882859bf9.pdf

Annual Report

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of March 31, 2011 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income For the Years Ended March 31, 2010, 2011 and 2012 . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income For the Years Ended March 31, 2010, 2011
and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Equity For the Years Ended March 31, 2010, 2011 and 2012 . . .
Consolidated Statements of Cash Flows For the Years Ended March 31, 2010, 2011 and 2012 . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule II.—Valuation and Qualifying Accounts and Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
F-2
F-4
F-6
F-8
F-9
F-12
F-13
F-131

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of ORIX Corporation:

We have audited the accompanying consolidated balance sheets of ORIX Corporation (a Japanese corporation) and its subsidiaries as of March 31, 2011 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2012, expressed in Japanese yen. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ORIX Corporation and its subsidiaries as of March 31, 2011 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 (ag) to the consolidated financial statements, ORIX Corporation changed its method of accounting for transfers of financial assets and consolidation of variable interest entities in the year ended March 31, 2011.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ORIX Corporation’s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 27, 2012 expressed an unqualified opinion on the effectiveness of ORIX Corporation’s internal control over financial reporting.

The accompanying consolidated financial statements as of and for the year ended March 31, 2012 have been translated into United States dollars solely for the convenience of the reader. We have audited the translation, and, in our opinion, the consolidated financial statements, expressed in Japanese yen, have been translated into United States dollars on the basis set forth in Note 1 (ab) to the consolidated financial statements.

KPMG AZSA LLC Tokyo, Japan June 27, 2012

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of ORIX Corporation:

We have audited ORIX Corporation’s (a Japanese corporation) internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting, included in Item 15 “Controls and Procedures” of the accompanying Form 20-F. Our responsibility is to express an opinion on ORIX Corporation’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, ORIX Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ORIX Corporation and its subsidiaries as of March 31, 2011 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2012, expressed in Japanese yen, and our report dated June 27, 2012 expressed an unqualified opinion on those consolidated financial statements.

KPMG AZSA LLC Tokyo, Japan June 27, 2012

F-3

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2011 AND 2012

ORIX Corporation and Subsidiaries

ASSETS
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Direct Financing Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(The amount of ¥19,397 million ($236 million) of installment loans
as of March 31, 2012 is measured at fair value by electing the fair
value option under FASB Accounting Standards Codification
825-10.)
Allowance for Doubtful Receivables on Direct Financing Leases and
Probable Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Operating Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Office Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 786,892
123,295
24,070
900,886
2,769,898
(136,588)
1,309,998
1,147,390
224,092
331,717
188,108
79,654
39,547
123,338
442,577
¥8,354,874
Millions of
U.S. dollars
2011
¥ 732,127
118,065
5,148
830,853
2,983,164
(154,150)
1,270,295
1,175,381
235,430
373,376
182,013
108,410
44,551
102,403
574,516
¥8,581,582
2012
$ 9,574
1,500
293
10,961
33,701
(1,662)
15,939
13,960
2,726
4,036
2,289
969
481
1,501
5,385
$101,653

(Note)

Accounting Standards Update 2009-17 (ASC 810-10 (“Consolidation”)) has been adopted since April 1, 2010. Pursuant to ASU 2009-17, the assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of those VIEs are below:

Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Direct Financing Leases (Net of Allowance for Doubtful
Receivables on Direct Financing Leases and Probable Loan Losses) . .
Installment Loans (Net of Allowance for Doubtful Receivables on Direct
Financing Leases and Probable Loan Losses) . . . . . . . . . . . . . . . . . . . . .
Investment in Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥
11,836
232,575
709,863
269,267
50,059
13,899
91,240
¥1,378,739
Millions of
U.S. dollars
2011
¥
14,267
242,309
830,689
195,221
51,883
17,441
121,811
¥1,473,621
2012
$ 144
2,830
8,637
3,276
609
169
1,110
$16,775

F-4

CONSOLIDATED BALANCE SHEETS—(Continued) AS OF MARCH 31, 2011 AND 2012

ORIX Corporation and Subsidiaries

LIABILITIES AND EQUITY
Liabilities:
Short-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade Notes, Accounts Payable and Other Liabilities . . . . . . . . . . . . . . . .
Accrued Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Taxes:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingent Liabilities
Equity:
Common stock:
Authorized 259,000,000 shares
Issued 110,245,846 shares in 2011 and 110,254,422 shares in
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . .
Treasury stock, at cost:
2,747,344 shares in 2011 and 2,732,701 shares in 2012 . . . . . . .
ORIX Corporation Shareholders’ Equity . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 457,973
1,103,514
290,465
110,057
404,586
7,849
97,353
142,092
4,267,480
6,881,369
37,633
144,026
179,223
1,217,851
(96,056)
(48,907)
1,396,137
39,735
1,435,872
¥8,354,874
Millions of
U.S. dollars
2011
¥ 478,633
1,065,175
304,354
118,359
398,265
21,983
160,518
128,097
4,531,268
7,206,652
33,902
143,995
179,137
1,141,559
(96,180)
(49,170)
1,319,341
21,687
1,341,028
¥8,581,582
2012
$ 5,572
13,426
3,534
1,339
4,923
96
1,184
1,729
51,922
83,725
458
1,752
2,181
14,818
(1,169)
(595)
16,987
483
17,470
$101,653

(Note)

Accounting Standards Update 2009-17 (ASC 810-10 (“Consolidation”)) has been adopted since April 1, 2010. Pursuant to ASU 2009-17, 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:

Short-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade Notes, Accounts Payable and Other Liabilities . . . . . . . . . . . . . . . .
Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥
1,233
8,120
8,333
1,039,927
5,829
¥1,063,442
Millions of
U.S. dollars
2011
¥
1,847
9,803
6,884
1,160,042
6,674
¥1,185,250
2012
$ 15
99
101
12,653
71
$12,939

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-5

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Revenues:
Direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest on loans and investment securities . . . . . . . . . . . . . . . . . . .
Brokerage commissions and net gains on investment securities . .
Life insurance premiums and related investment income . . . . . . . .
Real estate sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of real estate under operating leases . . . . . . . . . . . .
Other operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Life insurance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of real estate sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . .
Provision for doubtful receivables and probable loan losses . . . . .
Write-downs of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-downs of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency transaction loss (gain), net . . . . . . . . . . . . . . . . .
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Net Income of Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses,
net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before Income Taxes and Discontinued Operations . . . . . . . . .
Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued Operations:*1
Income from discontinued operations, net . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations, net of applicable tax effect . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (loss) Attributable to the Noncontrolling Interests . . . . . . .
Net Income Attributable to the Redeemable Noncontrolling
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income Attributable to ORIX Corporation . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥ 50,934
297,422
147,888
26,911
128,307
61,029
2,215
258,178
972,884
110,868
189,333
95,353
59,534
150,071
191,873
19,215
15,167
16,470
(195)
847,689
125,195
1,972
3,317
130,484
44,631
85,853
1,279
1,410
2,689
88,542
(332)
2,724
¥ 86,150
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥ 49,893
272,390
135,165
23,352
115,438
40,669
6,841
246,804
890,552
81,444
189,574
92,292
46,757
135,755
211,479
71,525
6,977
23,632
943
860,378
30,174
8,364
17,519
56,057
21,090
34,967
12,989
(7,019)
5,970
40,937
704
2,476
¥ 37,757
2011
¥ 51,211
280,913
169,932
21,119
118,315
54,741
5,103
245,544
946,878
122,765
186,740
91,426
58,930
142,241
199,044
31,103
17,400
21,747
186
871,582
75,296
16,806
1,199
93,301
26,143
67,158
12,220
(6,771)
5,449
72,607
2,373
2,959
¥ 67,275
2012
$ 620
3,619
1,799
327
1,561
743
27
3,141
11,837
1,349
2,304
1,160
724
1,826
2,334
234
185
200
(2)
10,314
1,523
24
41
1,588
543
1,045
15
17
32
1,077
(4)
33
$ 1,048
  1. Pursuant to FASB Accounting Standards Codification 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.

F-6

CONSOLIDATED STATEMENTS OF INCOME—(Continued) FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Income attributable to ORIX Corporation:
Income from continuing operations . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to ORIX Corporation . . . . . . . .
Amounts per Share of Common Stock for Income attributable to
ORIX Corporation:
Basic:
Income from continuing operations . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to ORIX Corporation . . . . . . . .
Diluted:
Income from continuing operations . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to ORIX Corporation . . . . . . . .
Cash Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥84,055
2,095
¥86,150
2012
¥781.84
19.49
¥801.33
¥654.47
15.87
¥670.34
80.00
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥31,475
6,282
¥37,757
2011
¥61,787
5,488
¥67,275
Yen
2012
$1,023
25
$1,048
U.S. dollars
2010
¥308.87
61.65
¥370.52
¥265.10
50.81
¥315.91
70.00
2011
¥574.83
51.05
¥625.88
¥486.19
41.56
¥527.75
75.00
2012
$9.51
0.24
$9.75
$7.96
0.20
$8.16
0.97

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-7

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change of defined benefit pension plans . . . . . . . . . . .
Net change of foreign currency translation adjustments . . .
Net change of unrealized gains (losses) on derivative
instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . .
Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income (Loss) Attributable to the Noncontrolling
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income (Loss) Attributable to the Redeemable
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income (Loss) Attributable to ORIX Corporation . .
Millions ofyen Millions ofyen 2012
¥88,542
5,121
(3,247)
(1,392)
(1,170)
(688)
87,854
(849)
2,409
¥86,294
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥40,937
13,499
7,125
(8,462)
(1,460)
10,702
51,639
(306)
876
¥51,069
2011
¥ 72,607
7,663
(2,006)
(21,186)
(782)
(16,311)
56,296
1,734
606
¥ 53,956
2012
$1,077
62
(40)
(16)
(14)
(8)
1,069
(10)
29
$1,050

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-8

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Balance at March 31, 2009 . . . . . . . . .
Cumulative effect of applying
accounting for “Contracts in entity’s
own equity” . . . . . . . . . . . . . . . . . . . .
Balance at April 1, 2009 . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . .
Contribution to subsidiaries . . . . . . . . . .
Transaction with noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income (loss), net of
tax:
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income
(loss)
Net change of unrealized
gains (losses) on
investment in
securities . . . . . . . . . .
Net change of defined
benefit pension
plans . . . . . . . . . . . . . .
Net change of foreign
currency translation
adjustments . . . . . . . .
Net change of unrealized
gains (losses) on
derivative
instruments . . . . . . . . .
Total other comprehensive
income (loss) . . . . . . . . . . .
Total comprehensive income (loss) . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . .
Conversion of convertible bond . . . . . . .
Exercise of stock options . . . . . . . . . . . .
Compensation cost of stock options . . .
Acquisition of treasury stock . . . . . . . . .
Disposal of treasury stock . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . .
Balance at March 31, 2010 . . . . . . . . .
Cumulative effect of applying new
accounting standards for the
consolidation of variable interest
entities . . . . . . . . . . . . . . . . . . . . . . . .
Balance at April 1, 2010 . . . . . . . . . . .
Millio Millio ns of yen
ORIX Corporation Shar eholders’ Equity Total ORIX
Corporation
Shareholders’
Equity
Noncontrolling
Interests
Total
Equity
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
¥102,216 ¥136,313 ¥1,071,919 ¥(92,384)
(92,384)
(387)
13,497
7,129
(5,860)
(1,454)
(79,459)
(3,406)
(82,865)
¥1,167,530
1,758
1,169,288
83,024
0
(419)
37,757
13,497
7,129
(5,860)
(1,454)
13,312
51,069
(6,261)
14
77
611
(3)
291
993
1,298,684
(25,901)
1,272,783
¥18,067
0
18,067
0
2,473
60
704
2
(4)
(1,002)
(6)
(1,010)
(306)
(2,517)
0
0
0
0
0
0
17,777
4,233
22,010
¥1,185,597
1,758 1,758
102,216 136,313 1,073,677 1,187,355

41,677











7

39



41,347
(32)
7
38
611
377
83,024
2,473
(359)
38,461
13,499
7,125
(6,862)
(1,460)
12,302
50,763
(8,778)
14
77
611
(3)
291
993
143,939 178,661 1,316,461
(21,668)
143,939 178,661 1,294,793

F-9

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

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
Contribution to subsidiaries . . . . . . . . . . . . . . .
0
3,864
3,864
Transaction with noncontrolling interests . . . . .
200
4
204
(2,450)
(2,246)
Comprehensive income (loss), net of tax:
Net income . . . . . . . . . . . . . . . . . . . . . . . .
67,275
67,275
2,373
69,648
Other comprehensive income (loss)
Net change of unrealized gains
(losses) on investment in
securities . . . . . . . . . . . . . . . .
7,605
7,605
58
7,663
Net change of defined benefit
pension plans . . . . . . . . . . . .
(2,006)
(2,006)
0
(2,006)
Net change of foreign currency
translation adjustments . . . . .
(18,118)
(18,118)
(715)
(18,833)
Net change of unrealized gains
(losses) on derivative
instruments . . . . . . . . . . . . . .
(800)
(800)
18
(782)
Total other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . .
(13,319)
(639)
(13,958)
Total comprehensive income (loss) . . . . . . . . .
53,956
1,734
55,690
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . .
(8,061)
(8,061)
(3,471)
(11,532)
Conversion of convertible bond . . . . . . . . . . . .
7
7
14
0
14
Exercise of stock options . . . . . . . . . . . . . . . . .
49
49
98
0
98
Compensation cost of stock options . . . . . . . . .
142
142
0
142
Acquisition of treasury stock . . . . . . . . . . . . . .
(70)
(70)
0
(70)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
61
136
275
0
275
Balance at March 31, 2011 . . . . . . . . . . . . . . . 143,995 179,137 1,141,559
(96,180)
(49,170) 1,319,341
21,687
1,341,028
Contribution to subsidiaries . . . . . . . . . . . . . . .
0
21,503
21,503
Transaction with noncontrolling interests . . . . .
52
(20)
32
(502)
(470)
Comprehensive income (loss), net of tax:
Net income . . . . . . . . . . . . . . . . . . . . . . . .
86,150
86,150
(332)
85,818
Other comprehensive income (loss)
Net change of unrealized gains
(losses) on investment in
securities . . . . . . . . . . . . . . . .
4,642
4,642
479
5,121
Net change of defined benefit
pension plans . . . . . . . . . . . .
(3,245)
(3,245)
(2)
(3,247)
Net change of foreign currency
translation adjustments . . . . .
(98)
(98)
(979)
(1,077)
Net change of unrealized gains
(losses) on derivative
instruments . . . . . . . . . . . . . .
(1,155)
(1,155)
(15)
(1,170)
Total other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . .
144
(517)
(373)
Total comprehensive income (loss) . . . . . . . . .
86,294
(849)
85,445
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . .
(8,599)
(8,599)
(2,104)
(10,703)
Conversion of convertible bond . . . . . . . . . . . .
3
3
6
0
6
Exercise of stock options . . . . . . . . . . . . . . . . .
28
27
55
0
55
Acquisition of treasury stock . . . . . . . . . . . . . .
(1)
(1)
0
(1)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
(1,259)
264
(991)
0
(991)
Balance at March 31, 2012 . . . . . . . . . . . . . . .¥144,026 ¥179,223 ¥1,217,851
¥(96,056)
¥(48,907) ¥1,396,137
¥39,735
¥1,435,872
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
Contribution to subsidiaries . . . . . . . . . . . . . . .
0
3,864
3,864
Transaction with noncontrolling interests . . . . .
200
4
204
(2,450)
(2,246)
Comprehensive income (loss), net of tax:
Net income . . . . . . . . . . . . . . . . . . . . . . . .
67,275
67,275
2,373
69,648
Other comprehensive income (loss)
Net change of unrealized gains
(losses) on investment in
securities . . . . . . . . . . . . . . . .
7,605
7,605
58
7,663
Net change of defined benefit
pension plans . . . . . . . . . . . .
(2,006)
(2,006)
0
(2,006)
Net change of foreign currency
translation adjustments . . . . .
(18,118)
(18,118)
(715)
(18,833)
Net change of unrealized gains
(losses) on derivative
instruments . . . . . . . . . . . . . .
(800)
(800)
18
(782)
Total other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . .
(13,319)
(639)
(13,958)
Total comprehensive income (loss) . . . . . . . . .
53,956
1,734
55,690
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . .
(8,061)
(8,061)
(3,471)
(11,532)
Conversion of convertible bond . . . . . . . . . . . .
7
7
14
0
14
Exercise of stock options . . . . . . . . . . . . . . . . .
49
49
98
0
98
Compensation cost of stock options . . . . . . . . .
142
142
0
142
Acquisition of treasury stock . . . . . . . . . . . . . .
(70)
(70)
0
(70)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
61
136
275
0
275
Balance at March 31, 2011 . . . . . . . . . . . . . . . 143,995 179,137 1,141,559
(96,180)
(49,170) 1,319,341
21,687
1,341,028
Contribution to subsidiaries . . . . . . . . . . . . . . .
0
21,503
21,503
Transaction with noncontrolling interests . . . . .
52
(20)
32
(502)
(470)
Comprehensive income (loss), net of tax:
Net income . . . . . . . . . . . . . . . . . . . . . . . .
86,150
86,150
(332)
85,818
Other comprehensive income (loss)
Net change of unrealized gains
(losses) on investment in
securities . . . . . . . . . . . . . . . .
4,642
4,642
479
5,121
Net change of defined benefit
pension plans . . . . . . . . . . . .
(3,245)
(3,245)
(2)
(3,247)
Net change of foreign currency
translation adjustments . . . . .
(98)
(98)
(979)
(1,077)
Net change of unrealized gains
(losses) on derivative
instruments . . . . . . . . . . . . . .
(1,155)
(1,155)
(15)
(1,170)
Total other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . .
144
(517)
(373)
Total comprehensive income (loss) . . . . . . . . .
86,294
(849)
85,445
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . .
(8,599)
(8,599)
(2,104)
(10,703)
Conversion of convertible bond . . . . . . . . . . . .
3
3
6
0
6
Exercise of stock options . . . . . . . . . . . . . . . . .
28
27
55
0
55
Acquisition of treasury stock . . . . . . . . . . . . . .
(1)
(1)
0
(1)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
(1,259)
264
(991)
0
(991)
Balance at March 31, 2012 . . . . . . . . . . . . . . .¥144,026 ¥179,223 ¥1,217,851
¥(96,056)
¥(48,907) ¥1,396,137
¥39,735
¥1,435,872
Millions of yen Millions of yen Millions of yen
ORIX Corporation Shareholders’ Equity Total ORIX
Corporation
Shareholders’
Equity
Noncontrolling
Interests
Total
Equity
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
4
7,605
(2,006)
(18,118)
(800)
(96,180)
(20)
4,642
(3,245)
(98)
(1,155)
¥(96,056)
0
204
67,275
7,605
(2,006)
(18,118)
(800)
(13,319)
53,956
(8,061)
14
98
142
(70)
(70)
136
275
(49,170) 1,319,341
0
32
86,150
4,642
(3,245)
(98)
(1,155)
144
86,294
(8,599)
6
55
(1)
(1)
264
(991)
¥(48,907) ¥1,396,137
3,864
(2,450)
2,373
58
0
(715)
18
(639)
1,734
(3,471)
0
0
0
0
0
21,687
21,503
(502)
(332)
479
(2)
(979)
(15)
(517)
(849)
(2,104)
0
0
0
0
¥39,735
3,864
(2,246)
69,648
7,663
(2,006)
(18,833)
(782)
(13,958)
55,690
(11,532)
14
98
142
(70)
275
1,341,028
21,503
(470)
85,818
5,121
(3,247)
(1,077)
(1,170)
(373)
85,445
(10,703)
6
55
(1)
(991)
¥1,435,872
  1. Changes in the redeemable noncontrolling interests are not included in the table. For further information, see Note 18 (“Redeemable Noncontrolling Interests”).

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-10

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued) FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Balance at March 31, 2011 . . . . . . . .
Contribution to subsidiaries . . . . . . . . .
Transaction with noncontrolling
interests . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income (loss), net of
tax:
Net income . . . . . . . . . . . . . . . . . .
Other comprehensive income
(loss)
Net change of
unrealized gains
(losses) on
investment in
securities . . . . . . . . . .
Net change of defined
benefit pension
plans . . . . . . . . . . . . .
Net change of foreign
currency translation
adjustments . . . . . . . .
Net change of
unrealized gains
(losses) on derivative
instruments . . . . . . . .
Total other comprehensive
income (loss) . . . . . . . . . .
Total comprehensive income (loss) . . . .
Cash dividends . . . . . . . . . . . . . . . . . . .
Conversion of convertible bond . . . . . .
Exercise of stock options . . . . . . . . . . .
Acquisition of treasury stock . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . .
Balance at March 31, 2012 . . . . . . . .
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
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












$1,752
0
0
$1,752
$2,180
1
0
0
0
$2,181
$13,889
1,048
(105)
(14)
$14,818
$(1,170)
(0)
56
(40)
(1)
(14)
$(1,169)
$(598)
(0)
3
$(595)
$16,053
0
1
1,048
56
(40)
(1)
(14)
1
1,049
(105)
0
0
(0)
(11)
$16,987
$263
262
(6)
(4)
6
(0)
(12)
(0)
(6)
(10)
(26)
0
0
0
0
$483
$16,316
262
(5)
1,044
62
(40)
(13)
(14)
(5)
1,039
(131)
0
0
(0)
(11)
$17,470
  1. Changes in the redeemable noncontrolling interests are not included in the table. For further information, see Note 18 (“Redeemable Noncontrolling Interests”).

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-11

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2010, 2011 AND 2012

ORIX Corporation and Subsidiaries

Cash Flows from Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful receivables and probable loan losses . . . . . . . . . . . . . .
Increase (Decrease) in policy liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in net income of affiliates (excluding interest on loans) . . . . . . . . . . . .
Gains on sales of subsidiaries and affiliates and liquidation losses, net . . . . . .
Gains on sales of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . .
Gains on sales of real estate under operating leases . . . . . . . . . . . . . . . . . . . . .
Gains on sales of operating lease assets other than real estate . . . . . . . . . . . . .
Write-downs of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-downs of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease (increase) in other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (Decrease) in trade notes, accounts payable and other liabilities . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Investing Activities:
Purchases of lease equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments received under direct financing leases . . . . . . . . . . . . . . . . . . . .
Net proceeds from securitization of lease receivables, loan receivables and
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans made to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal collected on installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of investment in affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from redemption of available-for-sale securities . . . . . . . . . . . . . . . . . . . .
Purchases of held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of other operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions of subsidiaries, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales of subsidiaries, net of cash disposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flows from Financing Activities:
Net decrease in debt with maturities of three months or less . . . . . . . . . . . . . . . . . .
Proceeds from debt with maturities longer than three months . . . . . . . . . . . . . . . . .
Repayment of debt with maturities longer than three months . . . . . . . . . . . . . . . . .
Net increase in deposits due to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid to ORIX Corporation shareholders . . . . . . . . . . . . . . . . . . . . .
Contribution from noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid to redeemable noncontrolling interests . . . . . . . . . . . . . . . . . .
Net decrease in call money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Exchange Rate Changes on Cash and Cash Equivalents . . . . . . . . . . . . . . . . . .
Net Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents at Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents at End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Millions ofyen Millions of
U.S. dollars
Millions of
U.S. dollars
2010 2011 2012 2012
¥
40,937
164,821
71,525
(32,927)
(28,749)
(6,496)
(17,519)
(6,907)
(6,841)
(7,552)
6,977
23,632
4,520
(29,725)
39,061
(518)
(35,011)
30,083
¥
72,607
166,484
31,103
(11,692)
(18,790)
(14,337)
(1,199)
(4,867)
(5,103)
(9,968)
17,400
21,747
(6,659)
(28,372)
27,596
16,006
(22,042)
(17,534)
$ 1,077
2,047
234
77
194
(11)
(41)
(109)
(27)
(179)
185
200
(63)
671
328
(96)
277
(712)
4,052
(7,337)
4,241
0
(9,023)
11,176
2,119
217
35
(7,968)
3,399
4,403
(2)
(543)
302
(210)
(113)
92
(280)
508
(727)
18,106
(21,682)
490
1
(105)
246
(13)
(122)
(69)
(3,875)
(19)
666
8,908
$ 9,574
209,311 212,380
(389,413)
352,316
28,305
(589,814)
937,895
162,988
(28,256)
12,532
(456,364)
181,033
162,292
(43,748)
(19,656)
26,034
(4,898)
(10,218)
123,613
(11,853)
(561,919)
384,288
0
(719,190)
1,130,718
159,369
36,945
4,622
(742,816)
340,634
310,594
0
(48,538)
25,614
(14,219)
(46,554)
12,685
(20,635)
432,788 251,598
(121,399)
1,083,310
(1,678,649)
185,076
83,101
(6,261)
0
0
(13,400)
1,298
(72,584)
1,488,199
(1,918,774)
166,012
98
(8,061)
0
(6,008)
(8,000)
(4,472)
(466,924) (363,590)
3,943 (7,348)
179,118 93,040
459,969 639,087
¥
639,087
¥
732,127

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORIX Corporation and Subsidiaries

1. Significant Accounting and Reporting Policies

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”), modified for the accounting for stock splits (see (o)). Significant accounting and reporting policies are summarized as follows:

(a) Basis of presenting financial statements

The Company and its subsidiaries in Japan maintain their books in conformity with Japanese accounting practices, which differ in certain respects from U.S. GAAP.

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and, therefore, reflect certain adjustments to the books and records of the Company and its subsidiaries. The principal adjustments relate to initial direct costs to originate leases and loans, use of the straight-line method of depreciation for operating lease equipment, deferral of life insurance policy acquisition costs, calculation of insurance policy liabilities, accounting for goodwill and intangible assets resulting from business combinations, accounting for pension plans, accounting for changes in a parent’s ownership interest in its subsidiary, accounting for securitization of financial assets, reflection of the income tax effect on such adjustments and reclassification of discontinued operations, and the presentation of the noncontrolling interests.

(b) 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 FASB Accounting Standards Codification (“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 810-10 (“Consolidation—Variable Interest Entities”).

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

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

(c) Use of estimates

The preparation of the 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. These are the selection of valuation techniques and determination of assumptions used in fair value measurements (see Note 2), the determination and periodic reassessment of the unguaranteed residual value for direct financing leases and operating leases (see (e)), the determination and reassessment of insurance policy liabilities and deferred policy acquisition costs (see (f)), the determination of the allowance for doubtful receivables on direct financing leases

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

and probable loan losses (see (g)), the determination of impairment of long-lived assets (see (h)), the determination of impairment of investment in securities (see (i)), the determination of the valuation allowance for deferred tax assets and the evaluation of tax positions (see (j)), assessment and measurement of effectiveness in hedging relationship using derivative financial instruments (see (l)), the determination of benefit obligation and net periodic pension cost (see (m)) and the determination of impairment of goodwill and intangible assets not subject to amortization (see (w)).

(d) 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 year to all assets and liabilities. Income and expenses are translated at the average rates of exchange prevailing during the fiscal year. 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.

(e) 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 collectibility 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.

Leases —The Company and its subsidiaries lease various assets to customers under direct financing or operating lease arrangements. Classification of a lease arrangement into either a direct financing lease or an operating lease is dependent upon the specific conditions of the arrangement. Revenue recognition policies applied for direct financing leases and operating leases are specifically described in sections following this paragraph. 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. In some cases, automobile maintenance services are also provided 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 taken into income over the contract period in proportion to the estimated service costs to be incurred and are recorded in other operating revenues in the accompanying consolidated statements of income.

(1) Recognition of revenues for direct financing leases

Direct financing leases consist of full-payout leases for various equipment types, including office equipment, industrial machinery and transportation equipment. The excess of aggregate lease rentals plus the estimated unguaranteed residual value over the cost of the leased equipment constitutes the unearned lease

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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 current 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 related lease by using the interest method. The unamortized balance of initial direct costs is reflected as a component of investment in direct financing leases.

(2) Recognition of revenues for operating leases

Revenues 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 and is depreciated over their estimated useful lives mainly on a straight-line basis. Estimated average useful lives of principal operating lease assets classified as transportation equipment is 7 years, measuring and information-related equipment is 4 years, real estate is 33 years and other is 7 years. Depreciation expenses are included in costs of operating leases. Gains or losses arising from dispositions of operating lease assets, except real estate under operating leases, are included in operating lease revenues. With respect to some sales of real estate under operating leases such as commercial buildings, the Company or its subsidiaries may retain an interest in some cash flows of the real estate in the form of management or operation of the real estate. Where the Company or its subsidiaries have significant continuing involvement in the operations from the real estate under operating leases which have been disposed of, the gains or losses arising from such disposition are separately disclosed as gains on sales of real estate under operating leases, whereas if the Company or its subsidiaries have no significant continuing involvement in the operations from such disposed real estate, the gains or losses are reported as income from discontinued operations, net.

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

Installment loan s —Interest income on installment loans is recognized on an accrual basis. Certain direct loan origination costs, offset by loan 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.

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.

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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 to accrual status non-accrual loans and lease receivables when it becomes certain 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.

Brokerage commissions and net gains on investment securitie s —Brokerage commissions and net gains on investment securities are recorded on a trade date basis.

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.

(f) Insurance premiums and expenses

Premium income from life insurance policies is recognized as earned premiums when due.

Life insurance benefits are recorded as expenses when they are incurred. 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. The policies are characterized as long-duration policies and mainly consist of whole life, term life, endowments, and medical insurance. 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. The Company’s life insurance 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.

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

(g) 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.

Developing the allowance for doubtful receivables on direct financing leases and probable loan losses is subject to numerous estimates and judgments. In evaluating the adequacy 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

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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.

(h) Impairment of long-lived assets

The Company and its subsidiaries have followed ASC 360-10 (“Property, Plant, and Equipment— Impairment or Disposal of Long-Lived Assets”). Under ASC 360-10, long-lived assets to be held and used in operations, including tangible assets and intangible assets being amortized, consisting primarily of office building, condominiums, golf courses and other operating assets, 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.

(i) 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.

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.

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.

For debt securities, in the case of the fair value being below the amortized cost, the Company and its subsidiaries consider whether those securities are other-than-temporarily impaired using all available information about the collectibility. The Company and its subsidiaries do not consider that an other-than-temporary impairment for a debt security has occurred 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

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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 that an other-than-temporary impairment has occurred if (1) the Company and its subsidiaries intend to sell the debt security, (2) it is 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 or (3) the present value of estimated cash flows will not fully cover the amortized cost of the security. For the debt security for which an other-than-temporary impairment is considered to have occurred, the Company and its subsidiaries recognize the entire difference between the amortized cost and the fair value 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. On the other hand, 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 currentperiod 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, the Company and its subsidiaries reduce the carrying value of other security to the fair value and charge against income losses related to other securities in situations where it is considered that the decline in the value of other security is other than temporary.

(j) Income taxes

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 Company and its subsidiaries have followed ASC 740 (“Income Taxes”). According to ASC 740, 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% likely of being realized upon settlement with the taxing authority. The Company and its subsidiaries classify penalties and interest expense related to income taxes as part of provision for income taxes in the consolidated statements of income.

Effective for the fiscal year ended March 31, 2012, the Company and certain consolidated subsidiaries have elected to file a consolidated tax return.

(k) Securitized assets

The Company and its subsidiaries have securitized and sold to investors certain lease receivables, loan receivables and investment in securities. In the securitization process, the assets to be securitized (“the assets”) are sold to trusts and special-purpose entities that issue asset-backed beneficial interests and securities to the investors.

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Until the end of the fiscal year 2010 (March 31, 2010), certain trusts and special-purpose entities that met the conditions of qualifying special-purpose entities (“QSPEs”) were not consolidated under the previous consolidation guidance for variable interest entities (“VIEs”) and the Company and its subsidiaries had accounted for those securitization transactions in which the financial assets were transferred to QSPEs as a sale when control over the transferred assets was surrendered. When the Company and its subsidiaries sold the assets in a securitization transaction, the carrying value of the assets was allocated to the portion sold and the portion that continued to be held, based on relative fair values. The Company and its subsidiaries recognized gains or losses for the difference between the net proceeds received and the allocated carrying value of the assets sold. Any gain or loss from a securitization transaction was recorded as revenue of direct financing leases, interest on loans and investment securities, or brokerage commissions and net gains on investment securities. Interests that continued to be held included senior interests, subordinated interests and cash reserve account. Interests that continued to be held were initially recorded at the allocated carrying value of the assets based on their respective fair values and were periodically reviewed for impairment. For an interest that continued to be held for which the fair value was less than the amortized cost basis amounts, we estimated the present value of cash flows expected to be collected from the interest and compared it with the amortized cost basis of the interest to determine whether a credit loss existed. If, based on current information and events, we determined a credit loss existed for that interest, an other-than-temporary impairment was considered to have occurred. We wrote down that interest to fair value with the credit loss component of the impairment recognized in earnings and the noncredit component recorded in other comprehensive income (loss), unless we intended to sell that interest or more likely than not would be required to sell that interest before recovery of its amortized cost basis less any current-period credit loss, in which case the entire impairment loss would be charged to earnings. Fair values of interests that continued to be held were estimated by determining the present value of future expected cash flows based on management’s estimates of key assumptions, including expected credit loss rate, discount rate and prepayment rate.

From April 1, 2010, the Company and its subsidiaries have adopted Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)), which removed the exemption from consolidation previously given to QSPEs and any SPEs for securitizing financial assets have become subject to the consolidation rule for VIEs. As a result, trusts or SPEs used in securitization transactions including those that were previously considered to be QSPEs of which the Company and its subsidiaries are the primary beneficiary have been consolidated, 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 direct financing lease receivables, loan receivable and investment securities, as they were before the transfer, and asset-backed beneficial interests and securities issued to the investors are accounted for as debt. In case the Company and its subsidiaries have transferred financial assets to a transferee which is not subject to consolidation, the Company and its subsidiaries account for the transfer as a sale when 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.

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(l) 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 their 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).

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 a derivative, which is not held as a hedge, such as those held for trading use, or the ineffective portion of the change in fair value of a derivative that qualifies as a hedge, are recorded in earnings.

For all hedging relationships, at inception the Company and its subsidiaries formally document the details of the hedging relationship and 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.

(m) 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 under the 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 sheet. 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.

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(n) 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.

(o) 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 has become 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 March 31, 2012 would have increased by approximately ¥24,674 million ($300 million), with a corresponding decrease in retained earnings. Total ORIX Corporation shareholders’ equity would remain unchanged. A 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.

(p) 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.

(q) Restricted cash

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

(r) Other operating assets

Other operating assets consist primarily of operating facilities (including golf courses, hotels and training facilities and senior housing), 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. Depreciation expenses in fiscal 2010, 2011 and 2012 are ¥6,164 million, ¥6,857 million and ¥6,606 million ($80 million), respectively. Accumulated depreciation was ¥34,739 million and ¥37,765 million ($459 million) as of March 31, 2011 and 2012, respectively. Estimated useful lives range up to 50 years for buildings, up to 60 years for land improvement and up to 22 years for others.

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(s) Other receivables

Other receivables include primarily payments made on behalf of lessees for property tax, maintenance fees and insurance premiums in relation to direct financing lease contracts, accounts receivables in relation to sales of assets to be leased, residential condominiums and other assets, and derivative assets.

(t) Inventories

Inventories consist primarily of advance and/or progress payments for development of residential condominiums for sale and completed residential condominiums (including completed residential condominiums waiting to be delivered to buyers under the contracts for sale). Advance and/or progress payments for development of residential condominiums for sale are carried at cost less any impairment losses and finished goods (including completed residential condominiums) are stated at the lower of cost or market. As of March 31, 2011 and 2012, advance and/or progress payments were ¥96,197 million and ¥69,816 million ($849 million), respectively, and finished goods were ¥12,213 million and ¥9,838 million ($120 million), respectively.

Certain subsidiaries recorded ¥7,115 million, ¥9,844 million and ¥4,039 million ($49 million) of writedowns principally for advance and/or progress payments for development of residential condominiums for sale for fiscal 2010, 2011 and 2012, resulting from an increase in development costs and/or a decrease in expected sales price. These write-downs were recorded in costs of real estate sales and included in the Real Estate segment.

(u) Office facilities

Office facilities are stated at cost less accumulated depreciation. Depreciation is calculated on a decliningbalance basis or straight-line basis over the estimated useful lives of the assets. Depreciation expenses in fiscal 2010, 2011 and 2012 are ¥3,120 million, ¥2,857 million and ¥3,228 million ($39 million), respectively. Accumulated depreciation was ¥39,057 million and ¥39,492 million ($480 million) as of March 31, 2011 and 2012, respectively. Estimated useful lives range up to 62 years for buildings and fixtures and up to 20 years for machinery and equipment.

(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)), deferred insurance policy acquisition costs which are amortized over the contract periods, leasehold deposits, advance payments made in relation to purchases of assets to be leased and to construction of real estate for operating lease, 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—Goodwill and Other”). ASC 805 requires that all business combinations be accounted for using the acquisition method. ASC 805 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.

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. Both 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, we test for impairment when such events or changes occur. The

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Company and its subsidiaries adopted Accounting Standards Update 2011-08 (“Testing Goodwill for Impairment”—ASC 350 (“Intangibles—Goodwill and Other”)) from the fiscal year ended March 31, 2012. According to ASU 2011-08, the Company and its subsidiaries perform a qualitative assessment before determining 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 the fair value of goodwill with its carrying amount. If the carrying amount of goodwill exceeds its 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.

Intangible assets with finite lives are amortized over their useful lives and tested for impairment in accordance with ASC 360-10 (“Property, Plant, and Equipment—Impairment or Disposal of Long-Lived Assets”).

(x) Trade notes, accounts payable and other liabilities

Trade notes, accounts payable and other liabilities include accounts payables, guarantee liabilities, and derivative liabilities.

(y) Capitalization of interest costs

The Company and its subsidiaries capitalized interest costs of ¥2,810 million, ¥3,646 million and ¥2,395 million ($29 million) in fiscal 2010, 2011 and 2012, respectively, related to specific long-term development projects.

(z) Advertising

The costs of advertising are expensed as incurred. The total amounts charged to advertising expense in fiscal 2010, 2011 and 2012 are ¥6,870 million, ¥6,165 million and ¥5,888 million ($72 million), respectively.

(aa) Discontinued operations

The Company and its subsidiaries have followed ASC 205-20 (“Presentation of Financial Statements— Discontinued Operations”). Under ASC 205-20, the scope of discontinued operations includes the operating results of any component of an entity with its own identifiable operations and cash flow and in which operations the Company and its subsidiaries will not have significant continuing involvement. Included in reported discontinued operations are the operating results of operations for the subsidiaries, the business units and certain properties sold or to be disposed of by sale without significant continuing involvements, which results of operations for prior periods presented have also been reclassified as discontinued operations in the accompanying consolidated statements of income.

(ab) Financial statements presentation in U.S. dollars

The translations of the Japanese yen amounts into U.S. dollars are included solely for the convenience of the readers, using the prevailing exchange rate at March 31, 2012, which was ¥82.19 to $1.00. The convenience translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(ac) Earnings per share

Basic earnings per share is computed by dividing income attributable to ORIX Corporation from continuing operations and net income attributable to ORIX Corporation by the weighted average number of shares of common stock outstanding in each period and diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Earnings per share is adjusted for any stock splits and stock dividends retroactively.

Furthermore, the Company and its subsidiaries apply ASC 260-10-45-43 to 44 (“Earnings Per Share— Contingently Convertible Instruments”) to Liquid Yield Option Notes™.

(ad) Partial sale and additional acquisition of the parent’s ownership interest in subsidiaries

A partial sale and an additional acquisition of the parent’s ownership interest in subsidiaries 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 interest in certain subsidiaries 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”).

(af) Issuance of stock by an affiliate

When an affiliate issues stocks 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 June 2009, FASB Statement No. 166 (“Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140”), which was codified by Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)), was issued. This Update removes the concept of a qualifying special-purpose entity and removes the exception from applying ASC 810-10 (“Consolidation-Variable Interest Entities”) to variable interest entities that are qualifying special-purpose entities. This Update also modifies the financial-components approach used in ASC 860 and limits the circumstances in which a transferor derecognizes a portion or component of a financial asset.

Furthermore, in June 2009, FASB Statement No. 167 (“Amendment of FASB Interpretation No. 46(R)” (“FIN 46(R)”)), which was codified by Accounting Standards Update 2009-17 (ASC 810 (“Consolidation”)), was issued. This Update requires an enterprise to perform qualitative analysis to identify the primary beneficiary. An enterprise that has both of the following characteristics is considered to be the primary beneficiary who shall consolidate a variable interest entity:

  • The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

  • The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

Additionally, this Update requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.

These Updates are effective as of the beginning of the fiscal year that begins after November 15, 2009, for interim periods within that fiscal year, and for fiscal years and interim periods thereafter. The Company and its subsidiaries adopted these Updates on April 1, 2010. The effects of adopting these Updates on the Company and its subsidiaries’ financial conditions at the initial adoption date was an increase of ¥1,147 billion on total assets, an increase of ¥1,169 billion on total liabilities and a decrease of ¥22 billion on retained earnings, net of tax, respectively, in the consolidated balance sheets.

In January 2010, Accounting Standards Update 2010-06 (“Improving Disclosures about Fair Value Measurements”—ASC 820 (“Fair Value Measurements and Disclosures”)) was issued. This Update improves existing disclosures and adds new disclosures. The Company and its subsidiaries adopted certain disclosure requirements in the roll forward of activity in Level 3 fair value measurements on April 1, 2011. The Company and its subsidiaries already adopted the other disclosure requirements in the period ended March 31, 2010. The adoption did not have a material effect on the Company and its subsidiaries’ results of operation or financial position.

In July 2010, Accounting Standards Update 2010-20 (“Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”—ASC 310 (“Receivables”)) was issued. This Update enhances disclosures about the credit quality of financing receivables and the allowance for credit losses, by requiring an entity to provide disaggregated information by portfolio segment or class of financing receivables, credit quality indicators, past due information, and information about modifications of its financing receivables, and other information. This Update requires the disclosures as of the end of a reporting period, and the disclosures about activity that occurs during a reporting period. The Company and its subsidiaries adopted the period-end disclosure requirements for the period ended December 31, 2010, and the activity disclosure requirements for the period beginning on April 1, 2011, respectively. This Update only relates to certain disclosure requirements and its adoption had no effect on the Company and its subsidiaries’ results of operations or financial position. In April 2011, Accounting Standards Update 2011-02 (“A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring”—ASC 310 (“Receivables”)) was issued. This Update clarifies the guidance on a creditor’s evaluation of whether a restructuring constitutes a troubled debt restructuring. Additionally, this Update requires entities to disclose certain information about troubled debt restructuring, which was deferred by the adoption of Accounting Standards Update 2011-01 (“Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No.2010-20”—ASC 310 (“Receivables”)). The Company and its subsidiaries adopted this Update on July 1, 2011 and applied the amendments in this Update retrospectively to restructurings that occurred on or after April 1, 2011. The adoption did not have a material effect on the Company and its subsidiaries’ results of operations or financial position.

In October 2010, Accounting Standards Update 2010-26 (“Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts”—ASC 944 (“Financial Services—Insurance”)) was issued. This Update modifies the current definition of the types of costs relating to the acquisition of new and renewal insurance contracts that can be deferred as deferred policy acquisition costs, and specifies that only certain costs related directly to the successful acquisition of new or renewal insurance contracts should be deferred. In accordance with the amendment in this Update, the advertising cost which does not meet certain capitalization criteria, and the cost relating to unsuccessful contract acquisition should be charged to expense as incurred. The Update is

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011 and should be applied prospectively. Retrospective application to all prior periods presented upon the date of adoption is permitted. Upon initial adoption of this Update on April 1, 2012, the Company intends to retrospectively apply the Update to prior periods financial statements and estimates that the effect of the retrospective adoption on the financial position at the initial adoption date would be a decrease of approximately ¥22 billion in other assets and a decrease of approximately ¥15.4 billion in retained earnings, net of tax, in the consolidated balance sheets.

In December 2010, Accounting Standards Update 2010-28 (“When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”—ASC 350 (“Goodwill and Other”)) was issued. This Update modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For these reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. Any resulting goodwill impairment should be recorded as a cumulative effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the Update should be included in earnings. The Company and its subsidiaries adopted this Update on April 1, 2011. The adoption did not have a material effect on the Company and its subsidiaries’ results of operations or financial position.

In December 2010, Accounting Standards Update 2010-29 (“Disclosure of Supplementary Pro Forma Information for Business Combinations”—ASC 805 (“Business Combinations”)) was issued. This Update specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The Company and its subsidiaries adopted this Update on April 1, 2011. This Update only relates to certain disclosure requirements and its adoption had no effect on the Company and its subsidiaries’ results of operations or financial position.

In May 2011, Accounting Standards Update 2011-04 (“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”—ASC 820 (“Fair Value Measurement”)) was issued. This Update is intended to result in a consistent definition of fair value and common requirements for measuring fair value and for disclosures about fair value between U.S. GAAP and IFRSs. Consequently, this Update changes some fair value measurement principles and enhances the disclosure requirements. The Company and its subsidiaries adopted this Update on January 1, 2012.The adoption did not have a significant effect on the Company and its subsidiaries’ results of operations or financial position.

In June 2011, Accounting Standards Update 2011-05 (“Presentation of Comprehensive Income”—ASC 220 (“Comprehensive Income”)) was issued. Under this Update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The Update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Update does not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects. The Update does not affect how earnings per share is calculated or presented. In December 2011, Accounting Standards Update 2011-12 (Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No.2011-05) was issued. This Update defers the effective date for certain amendments in Accounting Standards Update 2011-05 which require an entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

to net income. These Updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. Early adoption is permitted. These Updates only relate to certain disclosure requirements and their adoption will have no effect on the Company and its subsidiaries’ results of operations or financial position.

In September 2011, Accounting Standards Update 2011-08 (“Testing Goodwill for Impairment”—ASC 350 (“Intangibles—Goodwill and Other”)) was issued. This Update permits an entity to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount including goodwill before performing the two-step goodwill impairment test. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. The Company and its subsidiaries adopted this Update in the period ended March 31, 2012.The adoption of this Update did not have a significant effect on the Company and its subsidiaries’ results of operations or financial position.

In December 2011, Accounting Standards Update 2011-10 (“Derecognition of in Substance Real Estate—a Scope Clarification”—ASC 360 (“Property, Plant, and Equipment”)) was issued. This Update is intended to resolve the diversity in practice and clarifies that when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s non-recourse debt, the reporting entity should apply the guidance in ASC 360-20 (“Property, Plant, and Equipment—Real Estate Sales”) to determine whether it should derecognize the in substance real estate. The Update is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early application is permitted. Generally, the effect of adopting this Update on the Company and its subsidiaries’ results of operations or financial position will depend on future transactions.

In December 2011, Accounting Standards Update 2011-11 (“Disclosures about Offsetting Assets and Liabilities”—ASC 210 (“Balance Sheet”)) was issued. This Update requires all entities that have financial instruments and derivative instruments that are either offset in the balance sheet or subject to an enforceable master netting arrangement or similar agreement to disclose information about offsetting and related arrangements. The Update is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The Update only relates to certain disclosure requirements and its adoption will have no effect on the Company and its subsidiaries’ results of operations or financial position.

(ah) Reclassifications

Certain amounts in fiscal 2010 and 2011 consolidated financial statements have been reclassified to conform to fiscal 2012 presentation.

2. Fair Value Measurements

The Company and its subsidiaries apply ASC 820-10 (“Fair Value Measurement”). This Codification Section defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

This Codification Section classifies and prioritizes inputs used in valuation techniques to measure fair value into the following three levels:

Level 1—Inputs of quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3—Unobservable inputs for the assets or liabilities.

This Codification Section differentiates between those assets and liabilities required to be carried at fair value at every reporting period (recurring) and those assets and liabilities that are only required to be adjusted to fair value under certain circumstances (nonrecurring). The Company and its subsidiaries measure mainly loans held for sale, trading securities, available-for-sale securities, certain investment funds and derivatives at fair value on a recurring basis.

The following table presents recorded amounts of major financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2011 and March 31, 2012:

Financial Assets:
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . .
Japanese and foreign government bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese prefectural and foreign municipal bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . .
CMBS and RMBS in the U.S., and other asset-
backed securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held/written . . . . . . . . . . . . . . . .
Financial Liabilities:
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held/written . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011 March 31, 2011
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥ 71,991
883,410
169,345
34,968
292,032
222,314
87,874
5,506
71,371
10,023
10,023
22,985
2,070
3,467
2,633
14,766
49
¥988,409
¥ 42,076
1,320
2,071
4,968
33,481
236
¥ 42,076
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥
763
74,914
19,995
0
0
0
0
0
54,919
0
0
1,306
0
0
1,306
0
0
¥76,983
Significant
Other
Observable
Inputs
(Level 2)
¥ 71,228
492,820
149,350
34,968
289,459
0
2,591
0
16,452
10,023
10,023
18,497
2,070
333
1,327
14,766
1
¥592,568
Significant
Unobservable
Inputs
(Level 3)
¥
0
315,676
0
0
2,573
222,314
85,283
5,506
0
0
0
3,182
0
3,134
0
0
48
¥318,858
¥
236
0
0
0
0
236
¥
236
¥ 42,076
1,320
2,071
4,968
33,481
236
¥ 42,076
¥
977
0
0
977
0
0
¥
977
¥ 40,863
1,320
2,071
3,991
33,481
0
¥ 40,863

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Financial Assets:
Loans held for sale* . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . .
Japanese and foreign government bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese prefectural and foreign municipal bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . .
CMBS and RMBS in the U.S., and other asset-
backed securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held . . . . . . . . . . . . . . . . . . . . . .
Financial Liabilities:
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥ 19,397
12,817
886,487
220,915
57,359
280,222
139,152
95,328
8,410
85,101
5,178
5,178
17,212
4,624
5,924
1,027
5,540
97
¥941,091
¥ 16,659
1,277
4,430
5,497
5,432
23
¥ 16,659
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥
0
384
173,056
105,353
33
0
0
0
0
67,670
0
0
649
0
0
649
0
0
¥174,089
¥
412
0
0
412
0
0
¥
412
Significant
Other
Observable
Inputs
(Level 2)
¥ 19,397
12,433
469,776
115,562
57,326
277,310
0
2,147
0
17,431
5,178
5,178
11,270
4,624
631
378
5,540
97
¥518,054
¥ 16,247
1,277
4,430
5,085
5,432
23
¥ 16,247
Significant
Unobservable
Inputs
(Level 3)
¥
0
0
243,655
0
0
2,912
139,152
93,181
8,410
0
0
0
5,293
0
5,293
0
0
0
¥248,948
¥
0
0
0
0
0
0
¥
0

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Financial Assets:
Loans held for sale* . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . .
Japanese and foreign government bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese prefectural and foreign municipal bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . .
CMBS and RMBS in the U.S., and other asset-
backed securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held . . . . . . . . . . . . . . . . . . . . . .
Financial Liabilities:
Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements . . . . . . . . . . . . . . . . .
Options held/written, caps held and other . . . . . . . .
Futures, foreign exchange contracts . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . .
Credit derivatives held . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of U.S. dollars
Total
Carrying
Value in
Consolidated
Balance Sheets
$ 236
156
10,786
2,688
698
3,410
1,693
1,160
102
1,035
63
63
209
56
72
13
67
1
$11,450
$ 202
15
54
67
66
0
$ 202
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
$ 0
5
2,105
1,282
0
0
0
0
0
823
0
0
8
0
0
8
0
0
$2,118
$ 5
0
0
5
0
0
$ 5
Significant
Other
Observable
Inputs
(Level 2)
$ 236
151
5,716
1,406
698
3,374
0
26
0
212
63
63
137
56
8
5
67
1
$6,303
$ 197
15
54
62
66
0
$ 197
Significant
Unobservable
Inputs
(Level 3)
$ 0
0
2,965
0
0
36
1,693
1,134
102
0
0
0
64
0
64
0
0
0
$3,029
$ 0
0
0
0
0
0
$ 0
  • A subsidiary elected the fair value option under ASC 825-10 (“Financial Instruments—Fair Value Option”) on the loans held for sale originated on and after October 1, 2011. These loans are multi-family and seniors housing loans and are sold to Federal National Mortgage Association (“Fannie Mae”) or institutional investors. Included in other operating revenues in the consolidated statements of income are gains from the change in the fair value of the loans of ¥1,024 million ($12 million), for the fiscal year ended March 31, 2012. No gains or losses were recognized in earnings during the fiscal year ended March 31, 2012 attributable to changes in instrument-specific credit risk. The amounts of aggregate unpaid principal balance and aggregate fair value at March 31, 2012, are ¥18,326 million ($223 million) and ¥19,397 million ($236 million), respectively, and the aggregate fair value exceeds the amount of aggregate unpaid principal balance by ¥1,071 million ($13 million). There are no loans that are 90 days or more past due, in non-accrual status, or both.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Changes in economic conditions or valuation methodologies may require the transfer of assets and liabilities from one fair value level to another. In such instances, the Company and its subsidiaries recognize the transfer at the beginning of quarter during which the transfers occur. The Company and its subsidiaries evaluate the significance of transfers between levels based upon size of the transfer relative to total assets, total liabilities or total earnings. For the year ended March 31, 2011 and for the nine months ended December 31, 2011, there were no significant transfers between Level 1 and Level 2. For the three months ended March 31, 2012, there were no transfers between Level 1 and Level 2.

The following table presents the reconciliation of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during fiscal year 2010, 2011 and 2012:

Trading securities . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . .
Corporate debt securities . . . . .
Specified bonds issued by
SPEs in Japan . . . . . . . . . . . .
CMBS and RMBS in the U.S.,
and other asset-backed
securities . . . . . . . . . . . . . . .
Other debt securities . . . . . . . .
Investment in affiliates . . . . . . . . . . .
Derivative assets and liabilities
(net) . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, caps
held . . . . . . . . . . . . . . . . . . . .
Credit derivatives
held/written . . . . . . . . . . . . .
2010 2010 2010 2010
Millions ofyen
Balance at
April 1,
2009
Gains or losses
(realized/unrealized)
Purchase,
sales, and
settlements
(net)
Transfers
in and/
or out of
Level 3
(net)*3
Balance at
March 31,
2010
Change in
unrealized
gains or losses
included in
earnings for
assets and
liabilities still
held at
March 31,
2010*1
Included in
earnings *1
Included in
other
comprehensive
income*2
Total
¥
166
447,859
10,176
300,765
131,490
5,428
6,954
668
438
230
¥
0
(9,394)
(1,302)
(989)
(7,103)
0
(6,954)
(175)
(438)
263
¥ (170)
(519)
492
(1,910)
845
54
0
0
0
0
¥
0
855
855
0
0
0
0
0
0
0
¥
53
401,804
6,841
246,305
143,176
5,482
0
493
0
493
¥
0
(8,691)
(801)
(515)
(7,375)
0
0
(175)
(438)
263

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

2011

Millions ofyen
Balance at
April 1,
2010
Gains or losses
(realized/ unrealized)
Purchase,
sales, and
settlements
(net)
Included
in
earnings*1
Included in
other
comprehensive
income*2
Total
Trading securities . . . . . . . . . . . . . . . . . ¥
53
¥
(26)
¥
(2)
¥
(28) ¥
(25)
Available-for-sale securities . . . . . . . . .
401,804
(6,242)
(3,248)
(9,490)
(33,102)
Corporate debt securities . . . . . . .
6,841
(34)
(83)
(117)
(2,094)
Specified bonds issued by SPEs in
Japan . . . . . . . . . . . . . . . . . . . . .
246,305
(5,195)
351
(4,844)
(27,076)
CMBS and RMBS in the U.S.,
and other asset-backed
securities . . . . . . . . . . . . . . . . . .
143,176
(1,013)
(3,540)
(4,553)
(3,932)
Other debt securities . . . . . . . . . . .
5,482
0
24
24
0
Derivative assets and liabilities (net) . .
493
(206)
0
(206)
0
Options held/written, caps held
and other . . . . . . . . . . . . . . . . . .
0
475
0
475
0
Credit derivatives held/written . . .
493
(681)
0
(681)
0
2012
Millions ofyen
Balance
at
April 1,
2011
Gains or losses
(realized/ unrealized)
Purchases
Sales
Settlements
Included in
earnings*1
Included in
other
comprehensive
Income*2
Total
Available-for-sale
securities . . . . . . . ¥315,676
¥(1,262)
¥ 1,443
¥ 181 ¥63,980 ¥(18,054) ¥(118,596)
Corporate debt
securities . . .
2,573
(18)
108
90
2,549
(431)
(2,337)
Specified bonds
issued by
SPEs in
Japan . . . . . . 222,314
(3,066)
2,178
(888)
6,668
(9,625)
(79,317)
CMBS and
RMBS in the
U.S., and
other asset-
backed
securities . . .
85,283
1,822
(1,056)
766
49,072
(7,998)
(33,942)
Other debt
securities . . .
5,506
0
213
213
5,691
0
(3,000)
Derivative assets and
liabilities (net) . . .
2,946
2,159
0
2,159
0
0
188
Options held/
written, caps
held and
other . . . . . .
3,134
2,159
0
2,159
0
0
0
Credit
derivatives
held/written .
(188)
0
0
0
0
0
188
Millions ofyen
Balance at
April 1,
2010
Gains or losses
(realized/ unrealized)
Purchase,
sales, and
settlements
(net)
Included
in
earnings*1
Included in
other
comprehensive
income*2
Total
Trading securities . . . . . . . . . . . . . . . . . ¥
53
¥
(26)
¥
(2)
¥
(28) ¥
(25)
Available-for-sale securities . . . . . . . . .
401,804
(6,242)
(3,248)
(9,490)
(33,102)
Corporate debt securities . . . . . . .
6,841
(34)
(83)
(117)
(2,094)
Specified bonds issued by SPEs in
Japan . . . . . . . . . . . . . . . . . . . . .
246,305
(5,195)
351
(4,844)
(27,076)
CMBS and RMBS in the U.S.,
and other asset-backed
securities . . . . . . . . . . . . . . . . . .
143,176
(1,013)
(3,540)
(4,553)
(3,932)
Other debt securities . . . . . . . . . . .
5,482
0
24
24
0
Derivative assets and liabilities (net) . .
493
(206)
0
(206)
0
Options held/written, caps held
and other . . . . . . . . . . . . . . . . . .
0
475
0
475
0
Credit derivatives held/written . . .
493
(681)
0
(681)
0
2012
Millions ofyen
Balance
at
April 1,
2011
Gains or losses
(realized/ unrealized)
Purchases
Sales
Settlements
Included in
earnings*1
Included in
other
comprehensive
Income*2
Total
Available-for-sale
securities . . . . . . . ¥315,676
¥(1,262)
¥ 1,443
¥ 181 ¥63,980 ¥(18,054) ¥(118,596)
Corporate debt
securities . . .
2,573
(18)
108
90
2,549
(431)
(2,337)
Specified bonds
issued by
SPEs in
Japan . . . . . . 222,314
(3,066)
2,178
(888)
6,668
(9,625)
(79,317)
CMBS and
RMBS in the
U.S., and
other asset-
backed
securities . . .
85,283
1,822
(1,056)
766
49,072
(7,998)
(33,942)
Other debt
securities . . .
5,506
0
213
213
5,691
0
(3,000)
Derivative assets and
liabilities (net) . . .
2,946
2,159
0
2,159
0
0
188
Options held/
written, caps
held and
other . . . . . .
3,134
2,159
0
2,159
0
0
0
Credit
derivatives
held/written .
(188)
0
0
0
0
0
188
Millions ofyen
Balance at
April 1,
2010
Gains or losses
(realized/ unrealized)
Purchase,
sales, and
settlements
(net)
Included
in
earnings*1
Included in
other
comprehensive
income*2
Total
Trading securities . . . . . . . . . . . . . . . . . ¥
53
¥
(26)
¥
(2)
¥
(28) ¥
(25)
Available-for-sale securities . . . . . . . . .
401,804
(6,242)
(3,248)
(9,490)
(33,102)
Corporate debt securities . . . . . . .
6,841
(34)
(83)
(117)
(2,094)
Specified bonds issued by SPEs in
Japan . . . . . . . . . . . . . . . . . . . . .
246,305
(5,195)
351
(4,844)
(27,076)
CMBS and RMBS in the U.S.,
and other asset-backed
securities . . . . . . . . . . . . . . . . . .
143,176
(1,013)
(3,540)
(4,553)
(3,932)
Other debt securities . . . . . . . . . . .
5,482
0
24
24
0
Derivative assets and liabilities (net) . .
493
(206)
0
(206)
0
Options held/written, caps held
and other . . . . . . . . . . . . . . . . . .
0
475
0
475
0
Credit derivatives held/written . . .
493
(681)
0
(681)
0
2012
Millions ofyen
Balance
at
April 1,
2011
Gains or losses
(realized/ unrealized)
Purchases
Sales
Settlements
Included in
earnings*1
Included in
other
comprehensive
Income*2
Total
Available-for-sale
securities . . . . . . . ¥315,676
¥(1,262)
¥ 1,443
¥ 181 ¥63,980 ¥(18,054) ¥(118,596)
Corporate debt
securities . . .
2,573
(18)
108
90
2,549
(431)
(2,337)
Specified bonds
issued by
SPEs in
Japan . . . . . . 222,314
(3,066)
2,178
(888)
6,668
(9,625)
(79,317)
CMBS and
RMBS in the
U.S., and
other asset-
backed
securities . . .
85,283
1,822
(1,056)
766
49,072
(7,998)
(33,942)
Other debt
securities . . .
5,506
0
213
213
5,691
0
(3,000)
Derivative assets and
liabilities (net) . . .
2,946
2,159
0
2,159
0
0
188
Options held/
written, caps
held and
other . . . . . .
3,134
2,159
0
2,159
0
0
0
Credit
derivatives
held/written .
(188)
0
0
0
0
0
188
Millions ofyen Millions ofyen Millions ofyen Millions ofyen
Balance at
April 1,
2010
Gains or losses
(realized/ unrealized)
Purchase,
sales, and
settlements
(net)
Transfers
in and/
or out of
Level 3
(net)*3
Balance at
March 31,
2011
Change in
unrealized
gains or losses
included in
earnings for
assets and
liabilities still
held at
March 31,
2011*1
Included
in
earnings*1
Included in
other
comprehensive
income*2
Total
¥
53
401,804
6,841
246,305
143,176
5,482
493
0
493
¥
(26)
(6,242)
(34)
(5,195)
(1,013)
0
(206)
475
(681)
¥
(2)
¥
(28) ¥
(25)
(3,248)
(9,490)
(33,102)
(83)
(117)
(2,094)
351
(4,844)
(27,076)
(3,540)
(4,553)
(3,932)
24
24
0
0
(206)
0
0
475
0
0
(681)
0
2012
¥
0
(43,536)
(2,057)
7,929
(49,408)
0
2,659
2,659
0
¥
0
315,676
2,573
222,314
85,283
5,506
2,946
3,134
(188)
¥
0
(5,848)
(72)
(5,275)
(501)
0
(206)
475
(681)
Millions ofyen
Balance
at
April 1,
2011
Gains or losses
(realized/ unrealized)
Transfers
in and/
or out of
Level 3
(net)*3
Balance at
March 31,
2012
Change in
unrealized
gains or losses
included in
earnings for
assets and
liabilities still
held at
March 31,
2012*1
¥468
468
0
0
0
0
0
0
¥243,655
2,912
139,152
93,181
8,410
5,293
5,293
0
¥(2,429)
(35)
(3,397)
1,003
0
2,159
2,159
0

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Available-for-sale
securities . . . . . . . . . .
Corporate debt
securities . . . . . .
Specified bonds
issued by SPEs
in Japan . . . . . . .
CMBS and RMBS
in the U.S., and
other asset-
backed
securities . . . . . .
Other debt
securities . . . . . .
Derivative assets and
liabilities (net) . . . . . .
Options held/
written, caps
held and
other . . . . . . . . .
Credit derivatives
held/written . . . .
2012 2012
Millions of U.S. dollars
Balance
at
April 1,
2011
Gains or losses
(realized/ unrealized)
Purchases Sales Settlements Transfers
in and/
or out of
Level 3
(net)*3
Balance at
March 31,
2012
Change in
unrealized
gains or losses
included in
earnings for
assets and
liabilities still
held at
March 31,
2012*1
Included in
earnings*1
Included
in
other
compre-
hensive
income*2
Total
$3,841
31
2,705
1,038
67
36
38
(2)
$(15)
(0)
(37)
22
0
26
26
0
$ 17
1
26
(13)
3
0
0
0
$ 2
1
(11)
9
3
26
26
0
$778
31
81
597
69
0
0
0
$(220)
(5)
(118)
(97)
0
0
0
0
$(1,442)
(28)
(964)
(413)
(37)
2
0
2
$6
6
0
0
0
0
0
0
$2,965
36
1,693
1,134
102
64
64
0
$(30)
(0)
(41)
11
0
26
26
0
  • *1 Principally, gains and losses from trading securities are included in “brokerage commissions and net gains (losses) on investment securities”; available-for-sale securities are included in “write-downs of securities” or “life insurance premiums and related investment income”; investment in affiliates are included in “equity in net income (loss) of affiliates” and derivative assets and liabilities (net) are included in “other operating revenues /expenses,” respectively. Also, for available-for-sale securities, amortization of interest recognized in interest on loans and investment securities are included in these columns.

  • *2 Unrealized gains and losses from available-for-sale securities are included in “Net change of unrealized gains (losses) on investment in securities.”

  • *3 The amount reported in “Transfers in and/or out of Level 3 (net)” is the fair value at the beginning of quarter during which the transfers occur.

From April 1, 2010, the Company and its subsidiaries adopted Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)), and Accounting Standards Update 2009-17 (ASC 810 (“Consolidation”)). As a result, there was an increase of ¥9,225 million in the Level 3 specified bonds issued by SPEs in Japan because these bonds are held by variable interest entities that have become subject to consolidation. On the other hand, there were decreases of ¥49,408 million in the Level 3 CMBS and RMBS in the United States and other asset-backed securities, and decreases of ¥1,296 million in the Level 3 specified bonds issued by SPEs in Japan, respectively, that are held by the Company and its subsidiaries, because these securities were issued by newly consolidated variable interest entities and accordingly have been eliminated in consolidation for the fiscal year ended March 31, 2011.

In fiscal 2012, ¥468 million of Corporate debt securities was transferred from Level 2 to Level 3 due to a certain market becoming inactive. There was no transfer from Level 3 in fiscal 2012.

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table presents recorded amounts of major assets measured at fair value on a nonrecurring basis as of March 31, 2011 and March 31, 2012. These assets are measured at fair value on a nonrecurring basis mainly to recognize impairment:

Assets:
Unlisted securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate collateral-dependent loans (net of
allowance for probable loan losses) . . . . . . . . . . . . .
Investment in operating leases and other operating
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land and buildings undeveloped or under
construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain investment in affiliates . . . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥
3,776
11,439
110,329
26,813
30,595
2,090
¥185,042
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥
0
0
0
0
0
236
¥
236
Significant
Other
Observable
Inputs
(Level 2)
¥
0
11,439
0
0
0
0
¥11,439
Significant
Unobservable
Inputs
(Level 3)
¥
3,776
0
110,329
26,813
30,595
1,854
¥173,367
Assets:
Unlisted securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate collateral-dependent loans (net of
allowance for probable loan losses) . . . . . . . . . . . . .
Investment in operating leases and other operating
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land and buildings undeveloped or under
construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain investment in affiliates . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥
9,715
73,319
16,159
20,445
15,660
¥135,298
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥
0
0
0
0
10,775
¥10,775
Significant
Other
Observable
Inputs
(Level 2)
¥0
0
0
0
0
¥0
Significant
Unobservable
Inputs
(Level 3)
¥
9,715
73,319
16,159
20,445
4,885
¥124,523

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Assets:
Unlisted securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate collateral-dependent loans (net of allowance
for probable loan losses) . . . . . . . . . . . . . . . . . . . . . . .
Investment in operating leases and other operating
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land and buildings undeveloped or under
construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain investment in affiliates . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of U.S. dollars
Total
Carrying
Value in
Consolidated
Balance Sheets
$ 118
892
196
249
191
$1,646
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
$ 0
0
0
0
131
$131
Significant
Other
Observable
Inputs
(Level 2)
$0
0
0
0
0
$0
Significant
Unobservable
Inputs
(Level 3)
$ 118
892
196
249
60
$1,515

The following is a description of the valuation process and the main valuation methodologies used for assets and liabilities measured at fair value.

Valuation process

The Company and its subsidiaries determine fair value of Level 3 assets and liabilities by using valuation techniques such as internally developed models or using third-party pricing information. Internally developed models include the discounted cash flow methodologies and direct capitalization methodologies. To measure the fair value of the assets and liabilities, the Company and its subsidiaries select the valuation technique which best reflects the nature, characteristics and risks of each asset and liability. The appropriateness of valuation methods and unobservable inputs is verified when measuring fair values of the assets and liabilities by using internally developed models. The Company and its subsidiaries also use third-party pricing information to measure the fair value of certain assets and liabilities. In that case, the Company and its subsidiaries verify the appropriateness of the prices by monitoring available information about the assets and liabilities such as current conditions of the assets or liabilities as well as surrounding market information. When these prices are determined to be able to reflect the nature, characteristics and risks of assets and liabilities reasonably, the Company and its subsidiaries use these prices as fair value of the assets and liabilities.

Loans held for sale

Certain loans, 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. The loans held for sale in the United States are classified as Level 2, because the Company and its subsidiaries measure their fair value based on a market approach using inputs other than quoted prices that are observable for the assets such as treasury rate, swap rate and market spread.

Real estate collateral-dependent loans

The valuation allowance for large balance non-homogeneous loans is individually evaluated 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. According to ASC 820-10 (“Fair Value Measurement”), measurement for impaired loans determined using a present value technique is not considered a fair value

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

measurement. However, measurement for impaired loans determined using the loan’s observable market price or the fair value of the collateral securing the collateral-dependent loans are fair value measurements and are subject to the disclosure requirements for nonrecurring fair value measurements.

The Company and its subsidiaries determine the fair value of the real estate collateral of real estate collateral-dependent loans 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. We generally obtain a new appraisal once a fiscal year. In addition, we periodically monitor circumstances of the real estate collateral and then obtain a new appraisal in situations involving a significant change in economic and/or physical conditions, which may materially affect the fair value of the collateral. Real estate collateral-dependent loans whose fair values are estimated using appraisals of the underlying collateral based on these valuation techniques are classified as Level 3 because such appraisals involve unobservable inputs. These unobservable inputs contain discount rates and cap rates as well as future cash flows estimated to be generated from real estate collateral. An increase (decrease) in the discount rate or cap rate and a decrease (increase) in the estimated future cash flows would result in a decrease (increase) in the fair value of real estate collateral-dependent loans.

Investment in operating leases and other operating assets and Land and buildings undeveloped or under construction

Investment in operating leases measured at fair value is mostly real estate. The Company and its subsidiaries determine the fair value of Investment in operating leases and other operating assets and Land and buildings undeveloped or under construction using appraisals prepared by independent third party appraisers or the Company’s own staff of qualified appraisers based on recent transactions involving sales of similar assets or other valuation techniques such as discounted cash flow methodologies using future cash flows estimated to be generated from operation of the existing assets or completion of development projects, as appropriate. The Company and its subsidiaries classified the assets as Level 3 because such appraisals involve unobservable inputs. These unobservable inputs contain discount rates as well as future cash flows estimated to be generated from the assets or projects. An increase (decrease) in the discount rate and a decrease (increase) in the estimated future cash flows would result in a decrease (increase) in the fair value of operating leases and other operating assets and Land and buildings undeveloped or under construction.

Trading securities, Available-for-sale securities, Unlisted securities and Investment in affiliates

If active market prices are available, fair value measurement is based on quoted active market prices and, accordingly, these securities are classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1, such as prices for similar assets and accordingly these securities are classified as Level 2. If market prices are not available and there are no observable inputs, then fair value is estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes. Such securities are classified as Level 3, as the valuation models and broker quotes are based on inputs that are unobservable in the market. If fair value is based on broker quotes, the Company and its subsidiaries check the validity of received prices based on comparison to prices of other similar assets and market data such as relevant bench mark indices.

The Company and its subsidiaries classified CMBS and RMBS in the United States, as level 3 due to a certain market being inactive. In determining whether a market is active or inactive, the Company and its subsidiaries evaluate various factors such as the lack of recent transactions, price quotations that are not based on

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

current information or vary substantially over time or among market makers, a significant increase in implied risk premium, a wide bid-ask spread, significant decline in new issuances, little or no public information (e.g. a principal-to-principal market) and other factors. With respect to the CMBS and RMBS in the United States, the Company and its subsidiaries judged that there has been increased overall trading activity from previous years but due to the lack of observable trades for older vintage and below investment grade securities we continue to limit the reliance on independent pricing service vendors and brokers. As a result, the Company and its subsidiaries established internally developed pricing models (Level 3 inputs) using valuation techniques such as discounted cash flow methodologies in order to estimate fair value of these securities and classified them as Level 3. Under the models, the Company and its subsidiaries use anticipated cash flows of the security discounted at a risk-adjusted discount rate that incorporates our estimate of credit risk and liquidity risk that a market participant would consider. The cash flows are estimated based on a number of assumptions such as default rate and prepayment speed, as well as seniority of the security. An increase (decrease) in the discount rate or default rate would result in a decrease (increase) in the fair value of CMBS and RMBS in the United States.

The Company and its subsidiaries classified the specified bonds as Level 3 because the Company and its subsidiaries measure their fair value using unobservable inputs. Since the specified bonds do not trade in an open market, no relevant observable market data is available. Accordingly the Company and its subsidiaries use discounted cash flow methodologies that incorporates significant unobservable inputs to measure their fair value. When evaluating the specified bonds issued by SPEs in Japan, the Company and its subsidiaries estimate the fair value by discounting future cash flows using a discount rate based on market interest rates and a risk premium. The future cash flows for the specified bonds issued by the SPEs in Japan are estimated based on contractual principal and interest repayment schedules on each of the specified bond issued by the SPEs in Japan. Since the discount rate is not observable for the specified bonds, the Company and its subsidiaries use an internally developed model to estimate a risk premium considering the value of the real estate collateral (which also involves unobservable inputs in many cases when using valuation techniques such as discounted cash flow methodologies) and the seniority of the bonds. Under the model, the Company and its subsidiaries consider the loan-to-value ratio and other relevant available information to reflect both the credit risk and the liquidity risk in our own estimate of the risk premium. Generally, the higher the loan-to-value ratio, the larger the risk premium the Company and its subsidiaries estimate under the model. The fair value of the specified bonds issued by SPEs in Japan rises when the fair value of the collateral real estate rises and the discount rate declines. The fair value of the specified bonds issued by SPEs in Japan declines when the fair value of the collateral real estate declines and the discount rate rises.

Investment funds

The fair value is based on the net asset value if the investments meet certain requirements that the investees have all of the attributes specified in ASC 946-10 (“Financial Services—Investment Companies”) and the investees calculate the net asset value. These investments are classified as Level 2, because they are not redeemable at the net asset value per share at the measurement date but they are redeemable at the net asset value per share in the near term after the measurement date.

Derivatives

For exchange-traded derivatives, fair value is based on quoted market prices, and accordingly, classified as Level 1. For non-exchange traded derivatives, fair value is based on commonly used models and discounted cash flow methodologies. If the inputs used for these measurements including yield curves and volatilities, are observable, the Company and its subsidiaries classify it as Level 2. If the inputs are not observable, the Company and its subsidiaries classify it as Level 3. These unobservable inputs contain discount rates. An increase (decrease) in the discount rate would result in a decrease (increase) in the fair value of derivatives.

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Information about Level 3 Fair Value Measurements

The following table provides information about the valuation techniques and significant unobservable inputs used in the valuation of Level 3 assets measured at fair value on a recurring basis as of March 31, 2012.

Financial Assets:
Available-for-sale securities
Corporate debt
securities . . . . . . . . . . .
Specified bonds issued by
SPEs in Japan . . . . . . .
CMBS and RMBS in the
U.S., and other asset-
backed securities . . . . .
Other debt securities
Derivative assets
Options held/written, caps
held and other . . . . . . .
March 31, 2012
Millions of
yen
Fair Value
¥
1,088
1,824
118,624
20,528
63,436
29,745
8,410
5,293
¥248,948
Millions of
U.S.
dollars
Fair Value
$ 14
22
1,443
250
772
362
102
64
$3,029
Valuation Technique(s)
Discounted cash flows
Appraisals/
Broker quotes
Discounted cash flows
Appraisals/
Broker quotes
Discounted cash flows
Appraisals/
Broker quotes
Discounted cash flows
Discounted cash flows
Significant
Unobservable
Inputs
Discount rate

Discount rate

Discount rate
Probability of
default

Discount rate
Discount rate
Range
(Weighted
Average)
2.9% – 7.5%
(4.9%)

1.0% – 13.0%
(4.0%)

2.7% – 44.1%
(11.2%)
0.0% – 6.1%
(0.9%)

12.5%
(12.5%)
10.0% – 15.0%
(12.0%)

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about the valuation techniques and significant unobservable inputs used in the valuation of Level 3 assets measured at fair value on a nonrecurring basis during the three months ended March 31, 2012.

Assets:
Unlisted securities . . . . . . . . . . . . . . . .
Real estate collateral-dependent loans
(net of allowance for probable loan
losses) . . . . . . . . . . . . . . . . . . . . . . .
Investment in operating leases and
other operating assets . . . . . . . . . . .
Land and buildings undeveloped or
under construction . . . . . . . . . . . . . .
Certain investment in affiliates . . . . . .
March 31, 2012 March 31, 2012
Millions of
yen
Millions of
U.S.
dollars
Valuation Technique(s) Significant
Unobservable
Inputs
Range
(Weighted Average)
Fair Value Fair Value
¥
8,814
73,319
11,561
8,638
4,596
$ 107
892
141
105
56
$1,301
Discounted cash
flows
Discounted cash
flows
Direct
capitalization
Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Discount rate
Discount rate
Capitalization
rate
Discount rate
Discount rate
Discount rate
4.2% – 12.5%
(6.5%)
3.3% – 18.9%
(7.9%)
5.2% – 29.0%
(10.9%)
7.0% – 10.0%
(8.2%)
6.0%
(6.0%)
5.0% – 8.0%
(6.5%)
¥106,928

The Company and its subsidiaries generally use discounted cash flow methodologies or similar internally developed models to determine the fair value of Level 3 assets and liabilities. Use of these techniques requires determination of relevant inputs and assumptions, some of which represent significant unobservable inputs as indicated in the preceding table. Accordingly, changes in these unobservable inputs may have a significant impact on the fair value.

Certain of these unobservable inputs will (in isolation) have a directionally consistent impact on the fair value of the asset or liability for a given change in that input. Alternatively, the fair value of the asset or liability may move in an opposite direction for a given change in another input. Where multiple inputs are used within the valuation technique of an asset or liability, a change in one input in a certain direction may be offset by an opposite change in another input having a potentially muted impact to the overall fair value of that particular asset or liability. Additionally, a change in one unobservable input may result in a change to another unobservable input (that is, changes in certain inputs are interrelated to one another), which may counteract or magnify the fair value impact.

For more analysis of the sensitivity of each input, see the description of the valuation process and the main valuation methodologies used for assets and liabilities measured at fair value.

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

3. Acquisitions

During fiscal 2010, the Company and its subsidiaries acquired entities for a total cost of ¥12,142 million, which was paid in cash. In accordance with the finalization of purchase price allocation during fiscal 2011, the amount of goodwill was adjusted from ¥1,786 million to ¥1,740 million, which is not deductible for income tax calculation purposes and the amount of acquired intangible assets other than goodwill recognized in these transactions was adjusted from ¥0 to ¥140 million. Acquisitions were mainly included in the Real Estate segment.

During fiscal 2011, the Company and its subsidiaries acquired entities for a total cost of ¥64,875 million, which was paid in cash. In accordance with the finalization of purchase price allocation during fiscal 2012, the amount of goodwill was adjusted from ¥29,247 million to ¥28,674 million, which is not deductible for income tax calculation purposes and the amount of acquired intangible assets other than goodwill recognized in these transactions was adjusted from ¥0 to ¥998 million. Acquisitions were mainly included in the Overseas Business segment.

During fiscal 2012, the Company and its subsidiaries acquired entities for a total cost of ¥11,964 million ($146 million), which was paid in cash. Goodwill initially recognized in these transactions amounted to ¥4,024 million ($49 million), which is not deductible for income tax calculation purposes. The Company reflected certain preliminary estimates with respect to the value of the underlying net assets of these entities in determining amounts of the goodwill. The amount of the goodwill and intangible assets other than goodwill could possibly be adjusted upon completion of the purchase price allocation. Acquisitions were mainly included in the Corporate Financial Services segment and the Overseas Business segment.

The segment in which goodwill is allocated is disclosed in Note 13 (“Goodwill and Other Intangible Assets”).

4. Cash Flow Information

Cash payments during fiscal 2010, 2011 and 2012 are as follows:

Cash payments:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥85,801
¥121,253
¥116,271
43,927
50,153
49,190
Millions ofyen
2010
2011
2012
¥85,801
¥121,253
¥116,271
43,927
50,153
49,190
Millions of
U.S. dollars
2010
¥85,801
43,927
2011
¥121,253
50,153
2012
$1,415
598

As non-cash investing activities, the Company and its subsidiaries assumed ¥27,688 million, ¥142,906 million and ¥38,437 million ($468 million) of liabilities in connection with acquisitions in fiscal 2010, 2011 and 2012, respectively. Affiliate’s common stocks of ¥26,617 million were exchanged in connection with a sale of subsidiary in 2010. In addition, the Company sold a portion of a subsidiary’s ownership interest and the subsidiary became an equity-method affiliate after the sale during fiscal 2010. As a result, a loan of ¥95,547 million provided to the former subsidiary became a loan to the affiliate, and with the equity investment in the affiliate of ¥25,828 million, the balance of investment in affiliates increased by a total of ¥121,375 million. The sale of the subsidiary’s ownership interest is disclosed in Note 12 “Investment in Affiliates”.

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Moreover, real estate under operating leases of ¥83,018 million, ¥59,783 million and ¥90,398 million ($1,100 million) were transferred from installment loans and investment in securities in fiscal 2010, 2011 and 2012, respectively, as a result of real estate collateral acquired from non-recourse loans.

For VIEs that were consolidated as a result of the application of new accounting standards starting from fiscal 2011, see Notes 11 “Variable Interest Entities”.

5. Investment in Direct Financing Leases

Investment in direct financing leases at March 31, 2011 and 2012 consists of the following:

Minimum lease payments receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated residual value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Initial direct costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned lease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2011
2012
¥ 927,607
¥1,008,720
39,982
34,240
6,736
5,847
(143,472)
(147,921)
¥ 830,853
¥ 900,886
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 927,607
39,982
6,736
(143,472)
¥ 830,853
2012
$12,273
417
71
(1,800)
$10,961

Minimum lease payments receivable are due in periodic installments through fiscal 2035. At March 31, 2012, the amounts due in each of the next five years and thereafter are as follows:

Years ending March 31,

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥ 295,331
241,517
169,191
110,189
58,667
133,825
¥1,008,720
Millions of
U.S. dollars
Millions of
U.S. dollars
$ 3,593
2,938
2,059
1,341
714
1,628
$12,273

Gains and losses from the disposition of direct financing lease assets were not significant for fiscal 2010, 2011 and 2012.

F-41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

6. Investment in Operating Leases

Investment in operating leases at March 31, 2011 and 2012 consists of the following:

Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Measuring and information-related equipment . . . . . . . . . . . . . . . . . . . . .
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued rental receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 624,567
191,313
858,413
18,569
1,692,862
(404,818)
1,288,044
21,954
¥1,309,998
Millions of
U.S. dollars
2011
¥ 624,958
176,304
836,953
19,152
1,657,367
(402,697)
1,254,670
15,625
¥1,270,295
2012
$ 7,599
2,328
10,444
226
20,597
(4,925)
15,672
267
$15,939

Gains and losses from the disposition of real estate under operating leases are disclosed separately as gains on sales of real estate under operating leases or income from discontinued operations, net in the accompanying consolidated statements of income.

For fiscal 2010, 2011 and 2012, gains on sales of operating lease assets other than real estate are ¥7,552 million, ¥9,968 million and ¥14,721 million ($179 million), respectively, and are included in operating lease revenues.

Costs of operating leases include depreciation and various expenses (insurance, property tax and other). Depreciation and various expenses for fiscal 2010, 2011 and 2012 are as follows:

Depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥137,019
52,314
¥189,333
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥137,386
52,188
¥189,574
2011
¥134,791
51,949
¥186,740
2012
$1,667
637
$2,304

The operating lease contracts include non-cancelable lease terms that range up to 25 years. The minimum future rentals on non-cancelable operating leases are as follows:

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥147,965
94,188
63,453
39,878
24,136
43,765
¥413,385
Millions of
U.S. dollars
Millions of
U.S. dollars
$1,800
1,146
772
485
294
533
$5,030

F-42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

7. Installment Loans

The composition of installment loans by domicile and type of borrower at March 31, 2011 and 2012 is as follows:

Borrowers in Japan:
Consumer—
Housing loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate—
Real estate companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial, industrial and other companies . . . . . . . . . . . . . . .
Overseas:
Non-recourse loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 864,764
13,826
878,590
297,562
226,887
503,454
1,027,903
549,326
216,520
765,846
97,559
¥2,769,898
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 823,974
14,317
838,291
345,078
303,640
513,853
1,162,571
648,933
222,034
870,967
111,335
¥2,983,164
2012
$10,522
168
10,690
3,620
2,761
6,125
12,506
6,684
2,634
9,318
1,187
$33,701
  • Purchased loans represent loans with evidence of deterioration of credit quality since origination and for which it is probable at acquisition that collection of all contractually required payments from the debtors is unlikely in accordance with ASC 310-30 (“Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality”).

Generally, installment loans are made under agreements, which require the borrower to provide collateral or guarantors.

At March 31, 2012, the contractual maturities of installment loans except purchased loans for each of the next five years and thereafter are as follows:

Years ending March 31,

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥ 844,162
435,229
282,690
214,919
124,199
771,140
¥2,672,339
Millions of
U.S. dollars
Millions of
U.S. dollars
$10,271
5,295
3,439
2,615
1,511
9,383
$32,514

F-43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Included in interest on loans and investment securities in the consolidated statements of income is interest income on loans of ¥114,729 million, ¥152,242 million and ¥132,719 million ($1,615 million) for fiscal 2010, 2011 and 2012, respectively.

Certain loans, 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 market value determined on an individual basis, except loans held for sale for which the fair value option under ASC 825-10 (“Financial Instruments—Fair Value Option”) was elected. A subsidiary elected the fair value option under ASC 825-10 (“Financial Instruments—Fair Value Option”) 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.

These loans held for sale are included in installment loans and the outstanding balances of these loans as of March 31, 2011 and March 31, 2012 were ¥13,718 million and ¥ 20,145 million ($245 million), respectively. There are ¥19,397 million ($236 million) of loans held for sale as of March 31, 2012, measured at fair value by electing the fair value option.

For loans with evidence of deterioration of credit quality since origination and for which it is probable at acquisition that collection of all contractually required payments from the debtors is unlikely, ASC 310-30 (Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality) requires that the investor recognize the excess of the loan’s cash flows expected at acquisition over the investor’s initial investment as interest income on the level-yield basis over the remaining life of the purchased loan (“accretable yield”). ASC 310-30, however, does not prohibit placing loans on non-accrual status subsequent to acquisition, including use of the cost recovery or cash basis methods of income recognition when it is not appropriate to recognize the accretable yield, such as when the investor does not have sufficient information to reasonably estimate cash flows expected to be collected to compute the accretable yield.

Purchased loans acquired by the Company and its subsidiaries are generally characterized by extended period of non-performance by the borrower and it is difficult to reliably estimate the amount, timing, or nature of collections. Because such loans are commonly collateralized by real estate, the Company and its subsidiaries may pursue various approaches to maximizing the return from the collateral, including arrangement of borrower’s negotiated transaction of such collateral before foreclosure, the renovation, refurbishment or the sale of such loans to third parties. Accordingly, 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. The total carrying amounts of these purchased loans were ¥111,335 million and ¥97,559 million ($1,187 million) as of March 31, 2011 and 2012 and the fair value at the acquisition date of purchased loans acquired during fiscal 2011 and 2012 were ¥7,449 million and ¥11,428 million ($139 million), respectively.

When it is probable that the Company and its subsidiaries will be unable to collect all book value, the Company and its subsidiaries consider purchased loans impaired and a valuation allowance for the excess amount of the book value over the estimated recoverable amount of the loans is provided. For most cases, the recoverable amount is estimated based on the collateral value. Purchased loans for which valuation allowances were provided amounted to ¥36,685 million and ¥34,907 million ($425 million) as of March 31, 2011 and 2012.

F-44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Changes in the allowance for uncollectible accounts relating to the purchased loans for fiscal 2010, 2011 and 2012 are as follows:

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision charged to income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥ 9,520
¥12,421
¥17,455
3,481
5,261
3,188
(609)
(230)
(793)
29
3
(25)
¥12,421
¥17,455
¥19,825
Millions ofyen
2010
2011
2012
¥ 9,520
¥12,421
¥17,455
3,481
5,261
3,188
(609)
(230)
(793)
29
3
(25)
¥12,421
¥17,455
¥19,825
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥ 9,520
3,481
(609)
29
¥12,421
2011
¥12,421
5,261
(230)
3
¥17,455
2012
$212
39
(10)
(0)
$241
  • Other includes foreign currency translation adjustments.

The above-mentioned amounts are included in the allowance for doubtful receivables on direct financing leases and probable loan losses (see Note 8).

8. Credit Quality of Financing Receivables and the Allowance for Credit Losses

Changes in the allowance for doubtful receivables on direct financing leases and probable loan losses for fiscal 2010, 2011 and 2012 are as follows:

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of the application of the new accounting
standards1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beginning balance after the application of the new accounting
standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision charged to income . . . . . . . . . . . . . . . . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥154,150
0
¥154,150
19,215
(38,610)
2,351
(518)
¥136,588
Millions of
U.S. dollars
2012
$1,875
0
$1,875
234
(470)
29
(6)
$1,662
Millions of
U.S. dollars
2012
$1,875
0
$1,875
234
(470)
29
(6)
$1,662
2010
¥158,544
0
¥158,544
71,525
(60,412)
2,615
(14,749)
¥157,523
2011
¥157,523
32,181
¥189,704
31,103
(61,829)
175
(5,003)
¥154,150
2012
$1,875
0
$1,875
234
(470)
29
(6)
$1,662
  • *1 This effect results from our application of the new accounting standards for consolidation of VIEs under ASU 2009-16 and ASU 2009-17, effective April 1, 2010.

  • *2 Other includes foreign currency translation adjustments, amounts reclassified to discontinued operations and decrease in allowance related to sales of subsidiaries.

The Company and its subsidiaries adopted Accounting Standards Update 2010-20 (“Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”—ASC 310 (“Receivables”)). This Update enhances disclosures about the credit quality of financing receivables and the allowance for credit losses, and requires an entity to provide the following information disaggregated by portfolio segment and class of financing receivable.

F-45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Allowance for credit losses—by portfolio segment

Credit quality of financing receivables—by class

  • Impaired loans

  • Credit quality indicators

  • Non-accrual and past-due financing receivables

Information about troubled debt restructurings—by class

A portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. The Company and its subsidiaries classify our portfolio segments by instruments of loans and direct financing leases. Classes of financing receivables are determined based on the initial measurement attribute, risk characteristics of the financing receivables and the method for monitoring and assessing obligors’ credit risk, and are defined as the level of detail necessary for a financial statement user to understand the risks inherent in the financing receivables. Classes of financing receivables generally are a disaggregation of a portfolio segment, and the Company and its subsidiaries disaggregate our portfolio segments into classes by regions, instruments or industries of our debtors.

The following table provides information about the allowance for credit losses as of March 31, 2011 and 2012:

Allowance for Credit Losses:
Ending Balance . . . . . . . . . . . . . . . .
Individually Evaluated for
Impairment . . . . . . . . . . . . . . . . . .
Not Individually Evaluated for
Impairment . . . . . . . . . . . . . . . . . .
Financing receivables:
Ending Balance . . . . . . . . . . . . . . . .
Individually Evaluated for
Impairment . . . . . . . . . . . . . . . . . .
Not Individually Evaluated for
Impairment . . . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011 March 31, 2011 March 31, 2011
Millions ofyen
Loans Purchased
loans *1
¥ 17,455
Direct
financing
leases
¥ 21,201
Total
Consumer
¥ 17,096
Corporate
Non-recourse
loans
Other
¥ 27,426
¥
70,972
Non-recourse
loans
¥ 27,426
¥ 154,150
3,016
14,080
¥840,419
23,123
4,303
¥952,573
55,170
15,802
¥1,065,119
16,014
1,441
¥111,335
0
21,201
¥830,853
97,323
56,827
¥3,800,299
8,312
832,107
73,029
879,544
194,005
871,114
36,685
74,650
0
830,853
312,031
3,488,268

F-46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Allowance for Credit Losses:
Beginning Balance . . . . . . . . . . . . . . . . . . . . .
Provision charged to income . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . .
Other2 . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . .
Individually Evaluated for Impairment . . . . . .
Not Individually Evaluated for Impairment . .
Financing receivables:*
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . .
Individually Evaluated for Impairment . . . . . .
Not Individually Evaluated for Impairment . .
Millions Millions ofyen
Loans Direct
financing
leases
Consumer Purchased
loans*1
Non-recourse
loans
¥ 27,426
6,509
(10,083)
16
(363)
¥ 23,505
20,657
2,848
¥775,465
82,957
692,508
¥17,455
3,188
(793)
0
(25)
¥19,825
17,895
1,930
¥97,559
34,907
62,652
0
16,852
¥900,886
0
900,886

March 31, 2012

March 31, 2012 March 31, 2012 March 31, 2012
Allowance for Credit Losses:
Beginning Balance . . . . . . . . . . . . . . . . . . . . .
Provision charged to income . . . . . . . . . .
Charge-offs . . . . . . . . . . . . . . . . . . . . . . .
Recoveries . . . . . . . . . . . . . . . . . . . . . . . .
Other2 . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . .
Individually Evaluated for Impairment . . . . . .
Not Individually Evaluated for Impairment . .
Financing receivables:*
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . .
Individually Evaluated for Impairment . . . . . .
Not Individually Evaluated for Impairment . .
Millions of U.S. dollars
Loans Direct
financing
leases
Consumer Purchased
loans*1
Non-recourse
loans
$ 334
79
(123)
0
(4)
$ 286
251
35
$ 9,435
1,009
8,426
$ 212
39
(10)
0
(0)
$ 241
218
23
$ 1,187
425
762
0
205
$ 10,961
0
10,961

*1 Purchased loans represent loans with evidence of deterioration of credit quality since origination and for which it is probable at acquisition that collection of all contractually required payments from the debtors is unlikely in accordance with ASC 310-30 (“Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality”).

*2 Other includes foreign currency translation adjustments, amounts reclassified to discontinued operations and decrease in allowance related to sales of subsidiaries.

F-47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

In developing the allowance for credit losses, the Company and its subsidiaries consider, among other things, the following factors:

  • business characteristics and financial conditions of obligors;

  • current economic conditions and trends;

  • prior charge-off experience;

  • current delinquencies and delinquency trends; and

  • value of underlying collateral and guarantees.

The Company and its subsidiaries individually develop the allowance for credit losses for impaired loans. 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 as segmented by debtor’s industry and the purpose of the loans and develop the allowance for credit losses based on such prior charge-off experience as well as current economic conditions.

In common with all portfolio segments, a deterioration of debtors’ condition may increase the risk of delay in payments of principal and interest. For loans to consumer borrowers, the amount of the allowance for credit losses is changed by the variation of individual debtors’ creditworthiness and value of underlying collateral and guarantees. For loans to corporate other borrowers and direct financing leases, the amount of the allowance for credit losses is changed by current economic conditions and trends, the value of underlying collateral and guarantees, and the prior charge-off experience in addition to the debtors’ creditworthiness.

The decline of the value of underlying collateral and guarantees may increase the risk of inability to collect from the loans. Particularly for non-recourse loans for which cash flow from real estate is the source of repayment, their collection depends on the real estate collateral value, which may decline as a result of decrease in liquidity of the real estate market, rise in vacancy rate of rental properties, fall in rents and other factors. These risks may change the amount of the allowance for credit losses. For purchased loans, their collection may decrease due to a decline in the real estate collateral value and debtors’ creditworthiness. Thus, these risks may change the amount of the allowance for credit losses.

In common with all portfolio segments, the Company and its subsidiaries charge off doubtful receivables when the likelihood of any future collection is believed to be minimal based upon an evaluation of the relevant debtors’ creditworthiness and the liquidation status of collateral.

F-48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about the impaired loans as of March 31, 2011 and 2012:

With no related allowance recorded1: . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
With an allowance recorded
2: . . . . . . . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011 March 31, 2011
Millions of Yen
Class
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Loans
Individually
Evaluated for
Impairment
¥
68,282
2,259
0
66,023
9,465
4,579
14,532
17,080
20,367
0
243,749
6,053
0
201,011
11,953
47,032
79,075
12,517
50,434
36,685
¥ 312,031
8,312
0
267,034
21,418
51,611
93,607
29,597
70,801
36,685
Unpaid
Principal
Balance
¥
68,183
2,259
0
65,924
9,443
4,579
14,516
17,031
20,355
0
242,843
6,052
0
200,106
11,895
46,786
78,808
12,486
50,131
36,685
¥ 311,026
8,311
0
266,030
21,338
51,365
93,324
29,517
70,486
36,685
Related
Allowance
¥
0
0
0
0
0
0
0
0
0
0
97,323
3,016
0
78,293
4,421
18,702
30,552
4,114
20,504
16,014
¥97,323
3,016
0
78,293
4,421
18,702
30,552
4,114
20,504
16,014

F-49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

With no related allowance recorded1: . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
With an allowance recorded
2: . . . . . . . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012
Millions of Yen
Class
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Loans
Individually
Evaluated for
Impairment
¥
74,836
1,438
0
73,398
29,471
4,565
8,120
11,893
19,349
0
218,938
7,583
0
176,448
14,677
34,244
65,888
9,867
51,772
34,907
¥ 293,774
9,021
0
249,846
44,148
38,809
74,008
21,760
71,121
34,907
Unpaid
Principal
Balance
¥
74,581
1,421
0
73,160
29,455
4,565
8,102
11,718
19,320
0
217,560
7,566
0
175,087
14,661
34,150
65,412
9,667
51,197
34,907
¥ 292,141
8,987
0
248,247
44,116
38,715
73,514
21,385
70,517
34,907
Related
Allowance
¥
0
0
0
0
0
0
0
0
0
0
91,407
3,002
0
70,510
5,602
15,055
26,108
3,181
20,564
17,895
¥91,407
3,002
0
70,510
5,602
15,055
26,108
3,181
20,564
17,895

F-50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012
Millions of U.S. dollars
Loans
Individually Unpaid
Evaluated for Principal Related
Class Impairment Balance Allowance
With no related allowance recorded*1: . . . . . $ 910 $ 907 $ 0
Consumer borrowers . . . . . . . . . . . . . . . Housing loans 17 17 0
Other 0 0 0
Corporate borrowers . . . . . . . . . . . . . . . 893 890 0
Non-recourse loans . . . . . . . . . . . . Japan 359 358 0
U.S. 55 55 0
Other . . . . . . . . . . . . . . . . . . . . . . . Real estate companies 99 99 0
Entertainment companies 145 143 0
Other 235 235 0
Purchased loans . . . . . . . . . . . . . . . . . . . 0 0 0
With an allowance recorded*2: . . . . . . . . . . . 2,664 2,647 1,112
Consumer borrowers . . . . . . . . . . . . . . . Housing loans 92 92 36
Other 0 0 0
Corporate borrowers . . . . . . . . . . . . . . . 2,147 2,130 858
Non-recourse loans . . . . . . . . . . . . Japan 178 177 68
U.S. 417 416 183
Other . . . . . . . . . . . . . . . . . . . . . . . Real estate companies 802 796 318
Entertainment companies 120 118 39
Other 630 623 250
Purchased loans . . . . . . . . . . . . . . . . . . . 425 425 218
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,574 $ 3,554 $ 1,112
Consumer borrowers . . . . . . . . . . . . . . . Housing loans 109 109 36
Other 0 0 0
Corporate borrowers . . . . . . . . . . . . . . . 3,040 3,020 858
Non-recourse loans . . . . . . . . . . . . Japan 537 535 68
U.S. 472 471 183
Other . . . . . . . . . . . . . . . . . . . . . . . Real estate companies 901 895 318
Entertainment companies 265 261 39
Other 865 858 250
Purchased loans . . . . . . . . . . . . . . . . . . . 425 425 218
  • *1 “With no related allowance recorded” represents impaired loans with no allowance for credit losses as all amounts are considered to be collectible.

  • *2 “With an allowance recorded” represents impaired loans with the allowance for credit losses as all or a part of the amounts are not considered to be collectible.

The Company and its subsidiaries recognize installment loans other than purchased loans and loans to consumer borrowers as impaired loans when principal or interest is past-due 90 days or more, or it is probable that the Company and its subsidiaries will be unable to collect all amounts due according to the contractual terms

F-51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

of the loan agreements due to various debtor conditions, including insolvency filings, suspension of bank transactions, dishonored bills and deterioration of businesses. For non-recourse loans, in addition to these conditions, the Company and its subsidiaries perform an impairment review using financial covenants, acceleration clauses, loan-to-value ratios, and other relevant available information.

For purchased loans, the Company and its subsidiaries recognize them as impaired loans when it is probable that the Company and its subsidiaries will be unable to collect book values of the remaining investment due to factors such as a decline in the real estate collateral value and debtors’ creditworthiness since the acquisition of these loans.

The Company and its subsidiaries consider that loans to consumer borrowers, including housing loans and other, are impaired when terms of these loans are modified in troubled debt restructurings.

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.

In common with all classes, 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-recourse loans, in principle, the estimated collectible amount is determined based on the fair value of the collateral securing the loans as they are collateral-dependent. Further for certain non-recourse loans, the estimated collectible amount is determined based on the present value of expected future cash flows. The fair value of the real estate collateral securing the loans is determined 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. We generally obtain a new appraisal once a fiscal year. In addition, we periodically monitor circumstances of the real estate collateral and then obtain a new appraisal in situations involving a significant change in economic and/or physical conditions which may materially affect its fair value. Non-recourse loans in the U.S. consist mainly of commercial mortgage loans held by the newly consolidated VIEs resulting from the application of new accounting standards in the fiscal year ended March 31, 2011 relating to the consolidation of VIEs (see Note 11 “Variable Interest Entities”). For impaired purchased loans, the Company and its subsidiaries develop the allowance for credit losses based on the difference between the book value and the estimated collectible amount of such loans.

The average recorded investments in impaired loans for fiscal 2010 and 2011 were ¥402,868 million and ¥368,539 million, respectively. The Company and its subsidiaries recognized interest income on impaired loans of ¥7,875 million and ¥4,225 million, and collected in cash interest on impaired loans of ¥4,841 million and ¥3,592 million in fiscal 2010 and 2011, respectively.

F-52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about the average recorded investments in impaired loans and interest income on impaired loans for fiscal 2012:

Consumer borrowers . . . .
Corporate borrowers . . . .
Non-recourse
loans . . . . . . . . . . .
Other . . . . . . . . . . . .
Purchased loans . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
Millions ofyen
Class Average Recorded
Investments in
Impaired Loans*1
Interest Income on
Impaired Loans
Interest on Impaired
Loans Collected in
Cash
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
¥
8,933
0
252,683
30,021
41,399
84,121
25,796
71,346
34,063
¥295,679
¥ 226
0
4,506
367
794
1,243
724
1,378
0
¥4,732
¥ 204
0
3,976
311
695
1,102
711
1,157
0
¥4,180
Consumer borrowers . . . .
Corporate borrowers . . . .
Non-recourse
loans . . . . . . . . . . .
Other . . . . . . . . . . . .
Purchased loans . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
Millions of U.S. dollars
Class Average Recorded
Investments in
Impaired Loans*1
Interest Income on
Impaired Loans
Interest on Impaired
Loans Collected in
Cash
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
$ 109
0
3,074
365
504
1,023
314
868
415
$ 3,598
$ 3
0
55
4
10
15
9
17
0
$ 58
$ 3
0
48
4
8
13
9
14
0
$ 51

*1 Average balances are calculated on the basis of fiscal beginning and quarter-end balances.

F-53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about the credit quality indicators as of March 31, 2011 and 2012:

March 31, 2011

Consumer borrowers . .
Corporate borrowers . .
Non-recourse
loans . . . . . . . . .
Other . . . . . . . . . . .
Purchased loans . . . . . .
Direct financing leases .
Total . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Millions ofyen Millions ofyen Millions ofyen Millions ofyen
Class Performing Non-performing Total
Loans
individually
evaluated for
impairment
90+ days
past-due
loans not
individually
evaluated for
impairment
Subtotal
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Japan
Overseas
¥ 807,194
14,876
1,750,658
282,222
597,322
292,607
115,876
462,631
74,650
624,919
183,147

¥
8,312
0
267,034
21,418
51,611
93,607
29,597
70,801
36,685
0
0
¥312,031
¥ 9,972
65
0
0
0
0
0
0
0
17,908
4,879
¥32,824
¥ 18,284
65
267,034
21,418
51,611
93,607
29,597
70,801
36,685
17,908
4,879
¥ 825,478
14,941
2,017,692
303,640
648,933
386,214
145,473
533,432
111,335
642,827
188,026
¥3,455,444 ¥344,855 ¥3,800,299

March 31, 2012

Millions of yen

Consumer borrowers . .
Corporate borrowers . .
Non-recourse
loans . . . . . . . . .
Other . . . . . . . . . . .
Purchased loans . . . . . .
Direct financing leases .
Total . . . . . . . . . . . . . . . . . . .
Class Performing Non-performing Non-performing Non-performing Non-performing Non-performing Total
Loans
individually
evaluated for
impairment
90+ days
past-due
loans not
individually
evaluated for
impairment
Subtotal
Housing loans
Other
Japan
U.S
Real estate companies
Entertainment companies
Other
Japan
Overseas
¥ 849,303
14,555
1,520,865
181,991
510,517
267,294
115,484
445,579
62,652
658,277
225,168

¥
9,021
0
249,846
44,148
38,809
74,008
21,760
71,121
34,907
0
0
¥293,774
¥ 8,603
1
0
0
0
0
0
0
0
14,406
3,035
¥26,045
¥ 17,624
1
249,846
44,148
38,809
74,008
21,760
71,121
34,907
14,406
3,035
¥ 866,927
14,556
1,770,711
226,139
549,326
341,302
137,244
516,700
97,559
672,683
228,203
¥3,330,820 ¥319,819 ¥3,650,639

F-54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
Consumer borrowers . . . . . .
Corporate borrowers . . . . . .
Non-recourse loans . . . . . . .
Other . . . . . . . . . . . . . . . . . .
Purchased loans . . . . . . . . . .
Direct financing leases . . . .
Total . . . . . . . . . . . . . . . . . . . . . .
Millions of U.S. dollars
Class Performing Non-performing Total
Loans
individually
evaluated for
impairment
90+ days
past-due
loans not
individually
evaluated for
impairment
Subtotal
Housing loans
Other
Japan
U.S
Real estate companies
Entertainment companies
Other
Japan
Overseas
$10,334
177
18,504
2,214
6,212
3,252
1,405
5,421
762
8,009
2,740
$40,526
$ 109
0
3,040
537
472
901
265
865
425
0
0
$3,574
$105
0
0
0
0
0
0
0
0
175
37
$317
$ 215
0
3,040
537
472
901
265
865
425
175
37
$3,891
$10,548
177
21,544
2,751
6,684
4,153
1,670
6,286
1,187
8,184
2,777
$44,417

In common with all classes, the Company and its subsidiaries monitor the credit quality indicators as performing and non-performing assets. The category of non-performing assets includes financing receivables for debtors who have filed for insolvency proceedings, whose bank transactions are suspended, whose bills are dishonored, whose businesses have deteriorated, or whose repayment is past-due 90 days or more, and performing assets include all other financing receivables. Regarding purchased loans, they are classified as non-performing assets when considered impaired, while all the other loans are included in the category of performing assets.

Out of non-performing assets presented above, the Company and its subsidiaries consider smaller balance homogeneous loans, including housing loans which are not restructured and direct financing leases, as 90 days or more past-due financing receivables not individually evaluated for impairment, and consider the others as loans individually evaluated for impairment. After the Company and its subsidiaries have set aside provision for those non-performing assets, the Company and its subsidiaries continue to monitor at least on a quarterly basis the quality of any underlying collateral, the status of management of the debtors and other important factors in order to report to management and develop additional provision as necessary.

F-55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about the non-accrual and past-due financing receivables as of March 31, 2011 and 2012:

Consumer borrowers . . .
Corporate borrowers . . .
Non-recourse
loans . . . . . . . . .
Other . . . . . . . . . . .
Direct financing
leases . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011 March 31, 2011
Millions ofyen
Class Past-Due Financing Receivables Total
Financing
Receivables
Non-Accrual
30-89 Days
Past-Due
90 Days
or More
Past-Due
Total
Past-Due
Housing loans
Other
Japan
U.S.
Real estate companies
Entertainment companies
Other
Japan
Overseas
¥
4,119
0
120,127
5,697
97,114
4,556
3,093
9,667
3,307
2,500
¥ 15,031
65
125,826
9,925
19,747
54,566
5,487
36,101
17,908
4,879
¥ 19,150
65
245,953
15,622
116,861
59,122
8,580
45,768
21,215
7,379
¥ 825,478
14,941
2,017,692
303,640
648,933
386,214
145,473
533,432
642,827
188,026
¥ 15,031
65
125,826
9,925
19,747
54,566
5,487
36,101
17,908
4,879
¥163,709
¥130,053 ¥163,709 ¥293,762 ¥3,688,964
Consumer borrowers . . .
Corporate borrowers . . .
Non-recourse loans . . . .
Other . . . . . . . . . . . . . . .
Direct financing
leases . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012
Millions ofyen
Class Past-Due Financing Receivables Total
Financing
Receivables
Non-Accrual
30-89 Days
Past-Due
90 Days
or More
Past-Due
Total
Past-Due
Housing loans
Other
Japan
U.S
Real estate companies
Entertainment companies
Other
Japan
Overseas
¥ 3,518
33
83,316
10,306
71,042
809
2
1,157
2,724
2,007
¥91,598
¥ 12,942
1
112,537
14,134
14,689
42,831
2,362
38,521
14,406
3,035
¥ 16,460
34
195,853
24,440
85,731
43,640
2,364
39,678
17,130
5,042
¥ 866,927
14,556
1,770,711
226,139
549,326
341,302
137,244
516,700
672,683
228,203
¥ 12,942
1
112,537
14,134
14,689
42,831
2,362
38,521
14,406
3,035
¥142,921
¥142,921 ¥234,519 ¥3,553,080

F-56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Consumer borrowers . . . . .
Corporate borrowers . . . . .
Non-recourse loans . . . . . .
Other . . . . . . . . . . . . . . . . .
Direct financing leases . . . .
Total . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
Millions of U.S. dollars
Class Past-Due Financing Receivables Total
Financing
Receivables
Non-Accrual
30-89 Days
Past-Due
90 Days
or More
Past-Due
$ 157
0
1,369
172
179
521
29
468
175
37
$1,738
Total
Past Due
Housing loans
Other
Japan
U.S
Real estate companies
Entertainment companies
Other
Japan
Overseas
$ 43
0
1,014
125
864
10
0
15
33
24
$1,114
$ 200
0
2,383
297
1,043
531
29
483
208
61
$2,852
$10,548
177
21,544
2,751
6,684
4,153
1,670
6,286
8,184
2,777
$43,230
$ 157
0
1,369
172
179
521
29
468
175
37
$1,738

In common with all classes, the Company and its subsidiaries consider financing receivables as past-due financing receivables when 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. 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 to accrual status non-accrual loans and lease receivables when it becomes certain 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 information about troubled debt restructurings of financing receivables that occurred during the fiscal 2012 is as follows:

Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012 March 31, 2012
Class
Housing loans
Japan
U.S.
Real estate companies
Other
Millions ofyen
Pre-modification
Outstanding
Recorded Investment
¥ 1,867
27,471
943
7,783
6,436
12,309
¥29,338
Post-modification
Outstanding
Recorded Investment
¥ 1,690
26,112
943
7,518
5,636
12,015
¥27,802

F-57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Consumer borrowers . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class
Housing loans
Japan
U.S.
Real estate companies
Other
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
Pre-modification
Outstanding
Recorded Investment
$ 23
334
11
95
78
150
$357
Post-modification
Outstanding
Recorded Investment
$ 21
317
11
91
69
146
$338

A troubled debt restructuring is defined as a restructuring of a financing receivable in which the creditor grants a concession to the debtor for economic or other reasons related to the debtor’s financial difficulties.

The Company and its subsidiaries offer various types of concessions to our debtors to protect as much of our investment as possible in troubled debt restructurings. For the debtors of non-recourse loans, the Company and its subsidiaries offer concessions including an extension of the maturity date at an interest rate lower than the current market rate for a debt with similar risk characteristics. For the debtors of all financing receivables other than non-recourse loans, the Company and its subsidiaries offer concessions such as a reduction of the loan principal, a temporary reduction in the interest payments, or an extension of the maturity date at an interest rate lower than the current market rate for a debt with similar risk characteristics. In addition, the Company and its subsidiaries may acquire collateral assets from the debtors in troubled debt restructurings to satisfy fully or partially the loan principal or past due interest.

In common with all portfolio segments, financing receivables modified in troubled debt restructurings are recognized as impaired and are individually evaluated for a valuation allowance. In most cases, these financing receivables have already been considered impaired and individually evaluated for allowance for credit losses prior to the restructurings. However, as a result of the restructuring, the Company and its subsidiaries may recognize additional provision for the restructured receivables.

The information about financing receivables modified as troubled debt restructurings within the previous 12 months from the current period end and for which there was a payment default during the fiscal 2012 is as follows:

Consumer borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012 March 31, 2012
Class
Housing loans
U.S.
Other
Millions ofyen
Recorded Investment
¥ 392
2,331
409
1,922
¥2,723

F-58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Consumer borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-recourse loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Class
Housing loans
U.S.
Other
Millions of U.S. dollars
Recorded Investment
$ 5
28
5
23
$33

The Company and its subsidiaries consider financing receivables whose terms have been modified in a restructuring as defaulted receivables when principal or interest is past-due 90 days or more in accordance with the modified terms.

In common with all portfolio segments, the Company and its subsidiaries suspend accruing revenues and may recognize additional provision as necessary for the defaulted financing receivables.

9. Investment in Securities

Investment in securities at March 31, 2011 and 2012 consists of the following:

Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥
12,817
886,487
43,830
204,256
¥1,147,390
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥
71,991
883,410
43,695
176,285
¥1,175,381
2012
$ 156
10,786
533
2,485
$13,960

Gains and losses realized from the sale of trading securities and net unrealized holding gains (losses) on trading securities are included in net gains on investment securities. For further information, see Note 22 “Brokerage Commissions and Net Gains on Investment Securities ”.

For fiscal 2010, 2011 and 2012, net unrealized holding gains and losses on trading securities were losses of ¥7,211 million, gains of ¥2,065 million and gains of ¥4,730 million ($58 million), respectively.

During fiscal 2010 and 2011, the Company and its subsidiaries sold available-for-sale securities for aggregate proceeds of ¥181,033 million and ¥340,634 million, respectively, resulting in gross realized gains of ¥7,547 million and ¥5,579 million, respectively, and gross realized losses of ¥640 million and ¥712 million, respectively. During fiscal 2012, the Company and its subsidiaries sold available-for-sale securities for aggregate proceeds of ¥279,367 million ($3,399 million), resulting in gross realized gains of ¥9,882 million ($120 million) and gross realized losses of ¥963 million ($12 million). The cost of the securities sold was based on the average cost of each such security held at the time of the sale.

During fiscal 2010, 2011 and 2012, the Company and its subsidiaries charged losses on securities of ¥23,632 million, ¥21,747 million and ¥16,470 million ($200 million), respectively, to the accompanying consolidated statements of income for declines in market value of securities where the decline was considered as other than temporary.

F-59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Other securities consist mainly of non-marketable equity securities, preferred capital shares carried at cost and investment funds carried at an amount that reflects equity income and loss based on the investor’s share.

The aggregate carrying amount of other securities accounted for under the cost method totaled ¥67,366 million and ¥84,431 million ($1,027 million) at March 31, 2011 and 2012. Investments with an aggregate cost of ¥63,590 million and ¥74,716 million ($909 million) were not evaluated for impairment because the Company and its subsidiaries did not identify any events or changes in circumstances that might have had significant adverse effect on the fair value of those investments and it was not practicable to estimate the fair value of the investments.

The amortized cost basis amounts, gross unrealized holding gains, gross unrealized holding losses and fair values of available-for-sale securities and held-to-maturity securities in each major security type at March 31, 2011 and 2012 are as follows:

March 31, 2011

Available-for-sale:
Japanese and foreign government bond securities . . . . . . . . .
Japanese prefectural and foreign municipal bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . . . . . . . . . .
CMBS and RMBS in the U.S., and other asset-backed
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity:
Japanese government bond securities . . . . . . . . . . . . . . . . . . .
Millions ofyen
Amortized
cost
¥168,818
34,907
292,836
225,393
87,898
5,518
48,415
863,785
43,695
¥907,480
Gross
unrealized
gains
¥
696
153
1,287
46
3,819
0
25,229
31,230
412
¥31,642
Gross
unrealized
losses
¥
(169)
(92)
(2,091)
(3,125)
(3,843)
(12)
(2,273)
(11,605)
0
¥(11,605)
Fair value
¥169,345
34,968
292,032
222,314
87,874
5,506
71,371
883,410
44,107
¥927,517

F-60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

March 31, 2012
Available-for-sale:
Japanese and foreign government bond securities . . . . . . . . .
Japanese prefectural and foreign municipal bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . . . . . . . . . .
CMBS and RMBS in the U.S., and other asset-backed
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity:
Japanese government bond securities and other . . . . . . . . . . .
March 31, 2012
Available-for-sale:
Japanese and foreign government bond securities . . . . . . . . . .
Japanese prefectural and foreign municipal bond securities . . .
Corporate debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . . . . . . . . . . . . . . .
CMBS and RMBS in the U.S., and other asset-backed
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Held-to-maturity:
Japanese government bond securities and other . . . . . . . . . . . .
Millions ofyen
Amortized
cost
¥219,729
56,108
280,540
140,054
95,788
7,961
61,773
861,953
43,830
¥905,783
Amortized
cost
$ 2,674
682
3,414
1,704
1,165
97
752
10,488
533
$11,021
Gross
unrealized
gains
Gross
unrealized
losses
¥ 1,191
¥
(5)
1,358
(107)
2,325
(2,643)
192
(1,094)
3,078
(3,538)
449
0
26,853
(3,525)
35,446
(10,912)
2,819
0
¥38,265
¥(10,912)
Millions of U.S. dollars
Fair value
¥220,915
57,359
280,222
139,152
95,328
8,410
85,101
886,487
46,649
¥933,136
Amortized
cost
$ 2,674
682
3,414
1,704
1,165
97
752
10,488
533
$11,021
Gross
unrealized
gains
$ 14
17
28
2
38
5
327
431
35
$466
Gross
unrealized
losses
Fair
value
$ (0)
(1)
(32)
(13)
(43)
0
(44)
(133)
0
$(133)
$ 2,688
698
3,410
1,693
1,160
102
1,035
10,786
568
$11,354

The unrealized losses of ¥392 million and ¥857 million ($10 million) of debt securities for which an otherthan-temporary impairment related to the credit loss had been recognized in earnings according to ASC 320-10-35-34 (“Investments—Debt and Equity Securities—Recognition of Other-Than-Temporary Impairments”) were included in the gross unrealized losses of CMBS and RMBS in the U.S., and other assetbacked securities (before taxes) at March 31, 2011 and March 31, 2012, respectively. The unrealized losses are other-than-temporary impairment related to the non-credit losses and recorded as accumulated other comprehensive income.

F-61

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following table provides information about available-for-sale securities and held-to-maturity securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2011 and 2012, respectively:

March 31, 2011

Available-for-sale:
Japanese and foreign government
bond securities . . . . . . . . . . . . . . . .
Japanese prefectural and foreign
municipal bond securities . . . . . . . .
Corporate debt securities . . . . . . . . . .
Specified bonds issued by SPEs in
Japan . . . . . . . . . . . . . . . . . . . . . . . .
CMBS and RMBS in the U.S., and
other asset-backed securities . . . . .
Other debt securities . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Less than 12 months
Fair
value
Gross
unrealized
losses
¥ 63,438
¥ (169)
22,444
(92)
184,185
(2,071)
49,180
(2,025)
6,660
(853)
0
0
11,196
(1,470)
¥337,103
¥(6,680)
12 months or more
Fair
value
Gross
unrealized
losses
¥
0
¥
0
0
0
1,980
(20)
49,398
(1,100)
24,288
(2,990)
2,988
(12)
4,891
(803)
¥83,545
¥(4,925)
Total
Fair
value
¥ 63,438
22,444
184,185
49,180
6,660
0
11,196
¥337,103
Fair
value
¥
0
0
1,980
49,398
24,288
2,988
4,891
¥83,545
Fair
value
¥ 63,438
22,444
186,165
98,578
30,948
2,988
16,087
¥420,648
Gross
unrealized
losses
¥
(169)
(92)
(2,091)
(3,125)
(3,843)
(12)
(2,273)
¥(11,605)

March 31, 2012

Available-for-sale:
Japanese and foreign government
bond securities . . . . . . . . . . . . . . . .
Japanese prefectural and foreign
municipal bond securities . . . . . . . .
Corporate debt securities . . . . . . . . . .
Specified bonds issued by SPEs in
Japan . . . . . . . . . . . . . . . . . . . . . . . .
CMBS and RMBS in the U.S., and
other asset-backed securities . . . . .
Equity securities . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Less than 12 months
Fair
value
Gross
unrealized
losses
¥ 74,978
¥
(5)
11,316
(107)
23,568
(208)
32,139
(499)
29,586
(198)
14,097
(2,092)
¥185,684
¥(3,109)
12 months or more
Fair
value
Gross
unrealized
losses
¥
0
¥
0
0
0
24,982
(2,435)
29,826
(595)
11,316
(3,340)
11,239
(1,433)
¥77,363
¥(7,803)
Total
Fair
value
¥ 74,978
11,316
23,568
32,139
29,586
14,097
¥185,684
Fair
value
¥
0
0
24,982
29,826
11,316
11,239
¥77,363
Fair
value
¥ 74,978
11,316
48,550
61,965
40,902
25,336
¥263,047
Gross
unrealized
losses
¥
(5)
(107)
(2,643)
(1,094)
(3,538)
(3,525)
¥(10,912)

F-62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Available-for-sale:
Japanese and foreign government bond
securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Japanese prefectural and foreign municipal
bond securities . . . . . . . . . . . . . . . . . . . . . . .
Corporate debt securities . . . . . . . . . . . . . . . . .
Specified bonds issued by SPEs in Japan . . . .
CMBS and RMBS in the U.S., and other
asset-backed securities . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . .
Millions of U.S. dollars Millions of U.S. dollars
Less than 12 months
Fair
value
Gross
unrealized
losses
$ 912
$ (0)
138
(1)
287
(3)
391
(6)
360
(2)
171
(26)
$2,259
$(38)
12 months or more
Fair
value
Gross
unrealized
losses
$ 0
$ 0
0
0
304
(29)
363
(7)
138
(41)
136
(18)
$941
$(95)
Total
Fair
value
$ 912
138
287
391
360
171
$2,259
Fair
value
$ 0
0
304
363
138
136
$941
Fair
value
$ 912
138
591
754
498
307
$3,200
Gross
unrealized
losses
$ (0)
(1)
(32)
(13)
(43)
(44)
$(133)

Approximately 449 and 225 investment securities were in an unrealized loss position as of March 31, 2011 and 2012, respectively. The gross unrealized losses on these securities are attributable to a number of factors including changes in interest rates, credit spreads and market trends.

For debt securities, in the case of the fair value being below the amortized cost, the Company and its subsidiaries consider whether those securities are other-than-temporarily impaired using all available information about the collectibility. The Company and its subsidiaries consider that an other-than-temporary impairment has occurred if (1) the Company and its subsidiaries intend to sell the debt security; (2) it is 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, or (3) the Company and its subsidiaries do not expect to recover the entire amortized cost of the security (that is, a credit loss exists). In assessing whether a credit loss exists, the Company and its subsidiaries compare the present value of the expected cash flows to the security’s amortized cost basis at the balance sheet date.

Debt securities with unrealized loss position mainly include corporate debt securities in Japan, specified bonds issued by special purpose entities in Japan and CMBS and RMBS.

The unrealized loss associated with corporate debt securities is primarily due to changes in the market interest rate and risk premium. Considering all available information to assess the collectibility of those investments (such as the financial condition of and business prospects for the issuers), the Company and its subsidiaries believe that the Company and its subsidiaries are able to recover the entire amortized cost basis of those investments. Because the Company and its subsidiaries do not intend to sell the investments and it is not more likely than not that the Company and its subsidiaries will be required to sell the investments before recovery of their amortized cost basis, the Company and its subsidiaries do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

The unrealized loss associated with specified bonds is primarily due to changes in the market interest rate and risk premium because of deterioration in the real estate market in Japan and the credit crunch in the capital and financial markets. Considering all available information to assess the collectibility of those investments (such as performance and value of the underlying real estate, and seniority of the bonds), the Company and its

F-63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

subsidiaries believe that the Company and its subsidiaries are able to recover the entire amortized cost basis of those investments. Because the Company and its subsidiaries do not intend to sell the investments and it is not more likely than not that the Company and its subsidiaries will be required to sell the investments before recovery of their amortized cost basis, the Company and its subsidiaries do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

The unrealized loss associated with CMBS and RMBS is primarily caused by changes in credit spreads and interest rates. In order to determine whether a credit loss exists, the Company and its subsidiaries estimate the present value of anticipated cash flows, discounted at the current yield to accrete the security. The cash flows are estimated based on a number of assumptions such as default rate and prepayment speed, as well as seniority of the security. Then, a credit loss is assessed by comparing the present value of the expected cash flows to the security’s amortized cost basis. Based on that assessment, the Company and its subsidiaries expect to recover the entire amortized cost basis. Because the Company and its subsidiaries do not intend to sell the investments and it is not more likely than not that the Company and its subsidiaries will be required to sell the investments before recovery of their amortized cost basis, the Company and its subsidiaries do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

For equity securities with unrealized losses, the Company and its subsidiaries consider various factors to determine whether the decline is other-than-temporary, including the length of time and the extent to which the fair value has been less than the carrying value and the issuer’s specific economic conditions as well as the ability and intent to hold these securities for a period of time sufficient to recover the securities’ carrying amounts. Based on our ongoing monitoring process, the Company and its subsidiaries do not consider these investments to be other-than-temporarily impaired at March 31, 2012.

The total other-than-temporary impairment with an offset for the amount of the total other-than-temporary impairment recognized in other comprehensive income (loss) for fiscal 2010, 2011 and 2012 are as follows:

Total other-than-temporary impairment losses . . . . . . . . . . . . . . . . . .
Portion of loss recognized in other comprehensive income (before
taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net impairment losses recognized in earnings . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥26,055
¥22,210
¥17,100
(2,423)
(463)
(630)
¥23,632
¥21,747
¥16,470
Millions ofyen
2010
2011
2012
¥26,055
¥22,210
¥17,100
(2,423)
(463)
(630)
¥23,632
¥21,747
¥16,470
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥26,055
(2,423)
¥23,632
2011
¥22,210
(463)
¥21,747
2012
$208
(8)
$200

Other-than-temporary impairment losses related to debt securities are recognized mainly on certain specified bonds, which have experienced credit losses due to significant decline in the value of the underlying assets, as well as on certain mortgage-backed and other asset-backed securities, which have experienced credit losses due to a decrease in cash flows attributable to significant default and bankruptcies on the underlying loans. Because the Company and its subsidiaries do not intend to sell these securities and it is not more likely than not that the Company and its subsidiaries will be required to sell these securities before recovery of their amortized cost basis, the Company and its subsidiaries charged only the credit loss component of the total impairment to earnings with the remaining non-credit component recognized in other comprehensive income (loss). The credit loss assessment was made by comparing the securities’ amortized cost basis with the portion of the estimated fair value of the underlying assets available to repay the specified bonds, or with the present value of the expected cash flows from the mortgage-backed and other asset- backed securities, that were estimated based on a number of assumptions such as default rate and prepayment speed, as well as seniority of the security.

F-64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Roll-forwards of the amount related to credit losses on other-than-temporarily impaired debt securities recognized in earnings for fiscal 2010, 2011 and 2012 are as follows:

Beginning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reduction to the beginning balance* . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beginning after reduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Addition during the period:
Credit loss for which an other-than-temporary impairment was
not previously recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss for which an other-than-temporary impairment was
previously recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reduction during the period:
For securities sold or redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to change in intent to sell or requirement to sell . . . . . . . . . . .
Ending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥ 906
¥ 5,016
¥ 9,022
0
(1,810)
0
0
3,206
9,022
3,744
7,292
3,524
366
736
320
0
(307)
(3,530)
0
(1,905)
(1,137)
¥5,016
¥ 9,022
¥ 8,199
Millions ofyen
2010
2011
2012
¥ 906
¥ 5,016
¥ 9,022
0
(1,810)
0
0
3,206
9,022
3,744
7,292
3,524
366
736
320
0
(307)
(3,530)
0
(1,905)
(1,137)
¥5,016
¥ 9,022
¥ 8,199
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥ 906
0
0
3,744
366
0
0
¥5,016
2011
¥ 5,016
(1,810)
3,206
7,292
736
(307)
(1,905)
¥ 9,022
2012
$110
0
110
43
4
(43)
(14)
$100
  • Cumulative effects of adopting Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)), and Accounting Standards Update 2009-17 (ASC 810 (“Consolidation”)) have been deducted from the beginning balance.

The Company and its subsidiaries adopted Accounting Standards Update 2009-12 (“Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)—ASC 820 (“Fair Value Measurements and Disclosures”)”). Under ASC 820, the information about the fund investments the Company and its subsidiaries hold at March 31, 2011 and 2012, respectively are as follows:

March 31, 2011 and 2012

Type of Fund Investment
Hedge Fund* . . . . . . . .
Total . . . . . . . . . . . . . .
2011
(Millions of Yen)
2011
(Millions of Yen)
2012
(Millions of Yen)
2012
(Millions of Yen)
2012
(Millions of
U.S. dollars)
Redemption Frequency
(If Currently Eligible)
Redemption Notice Period
¥10,023
¥10,023
¥5,178
¥5,178
$63
$63
Monthly – Quarterly
5 days – 60 days
  • This category includes several hedge funds that seek profits using investment strategies such as managed futures, global macro and relative value. The fair value of the investments in this category is calculated based on the net asset value of the investees.

F-65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The following is a summary of the contractual maturities of debt securities classified as available-for-sale securities and held-to-maturity securities held at March 31, 2012:

Available-for-sale securities held at March 31, 2012:

Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after five to ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
Fair value
¥292,226
261,582
132,667
114,911
¥801,386
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
Amortized
cost
¥292,242
260,303
134,331
113,304
¥800,180
Amortized
cost
$3,556
3,167
1,634
1,379
$9,736
Fair value
$3,555
3,183
1,614
1,398
$9,750

Held-to-maturity securities held at March 31, 2012:

Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after one to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
Fair value
¥
159
13
46,477
¥46,649
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
Amortized
cost
¥
159
13
43,658
¥43,830
Amortized
cost
$ 2
0
531
$533
Fair value
$ 2
0
566
$568

Securities not due at a single maturity date, such as mortgage-backed securities, are included in the above table based on their final maturities.

Certain borrowers may have the right to call or prepay obligations. This right may cause actual maturities to differ from the contractual maturities summarized above.

Included in interest on loans and investment securities in the consolidated statements of income is interest income on investment securities of ¥20,436 million, ¥17,690 million and ¥15,169 million ($184 million) for fiscal 2010, 2011 and 2012, respectively.

A certain foreign subsidiary acquired debt securities with evidence of deterioration of credit quality at the time of acquisition, and it was not probable those debt securities were able to recover all contractual amounts. In accordance with the provision of ASC 310-30 (Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality), the subsidiary determined the expected future cash flows taking into account historical cash collections for debt securities with similar characteristics as well as expected prepayments and the amount and the timing of undiscounted expected principal, interest and other cash flows for each pool of debt securities. Accretable yield represents the excess of expected future cash flows over carrying value of the debt securities, which is recognized as interest income over the remaining life of the debt securities. For a debt security for which the fair value is less than the amortized cost basis, the subsidiary estimates the present value of cash flows expected to be collected from the security and compares it with the amortized cost basis of the security to determine whether a credit loss exists. If, based on current information and events, the subsidiary determines a credit loss exists for that security, an other-than-temporary impairment is considered to have

F-66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

occurred. The subsidiary writes down that security to fair value with the credit loss component of the impairment recognized in earnings and the noncredit component recorded in other comprehensive income (loss), unless the subsidiary intends to sell that security or more likely than not will be required to sell that security before recovery, in which case the entire impairment loss would be charged to earnings. As of March 31, 2011 and 2012, the carrying amount and the nominal value of debt securities acquired with evidence of deterioration of credit quality were ¥7,393 million and ¥5,906 million ($71 million), and ¥16,719 million and ¥13,125 million ($159 million), and the outstanding balance of accretable yield was ¥5,780 million and ¥4,057 million ($49 million) respectively.

10. Securitization Transactions

The Company and its subsidiaries have securitized various financial assets such as direct financing lease receivables, installment loans (commercial mortgage loans, housing loans and other) and investments in securities.

In the securitization process, these financial assets are transferred to various vehicles (the “SPEs”), such as trusts and special-purpose companies that issue beneficial interests of the securitization trusts and securities backed by the financial assets to investors. The cash flows collected from these assets transferred to the SPEs are then used to repay these asset-backed beneficial interests and securities. As the transferred assets are isolated from the Company and its subsidiaries, the investors and the SPEs have no recourse to other assets of the Company and its subsidiaries in cases where the debtors or the issuers of the transferred financial assets fail to perform under the original terms of those financial assets. The Company and its subsidiaries often retain interests in the SPEs in the form of the beneficial interest of the securitization trusts. Those interests that continue to be held include interests in the transferred assets and are often subordinate to other tranche(s) of the securitization. Those beneficial interests that continue to be held by the Company and its subsidiaries are subject to credit risk, interest rate risk and prepayment risk on the securitized financial assets. With regards to these subordinated interests that the Company and its subsidiaries retain, they first absorb the risk of decline in cash flows in relation to defaults and prepayments of the transferred financial assets, and therefore are exposed to credit and prepayment risks different from those of the senior investments. If there is any excess cash remaining in the SPEs after payment to investors in the securitization of the contractual rate of returns, most of such excess cash is distributed to the Company and its subsidiaries for payments of the subordinated interests.

Until March 31, 2010, the Company and its subsidiaries did not consolidate qualified special-purpose entities (“QSPEs”) meeting certain requirements and the Company and its subsidiaries accounted for the transfer of financial assets to QSPEs as a sale when control over the financial assets was surrendered.

From April 1, 2010, the Company and its subsidiaries apply Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)). This Update removes the concept of a QSPE and removes the exception from applying ASC 810-10 (“Consolidation—Variable Interest Entities”) to variable interest entities that are QSPEs. This Update also modifies the financial-components approach used in former ASC 860 (“Transfers and Servicing”) and limits the circumstances in which a transferor derecognizes a portion or component of a financial asset. As a result, many SPEs for securitization which had not been consolidated because they met QSPE criteria have been consolidated in accordance with Accounting Standards Update 2009-17 (ASC 810 (“Consolidation”)). For further information, see Note 11 “Variable Interest Entities.”

F-67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

During fiscal 2010, certain information with respect to these securitization transactions accounted for as sales is as follows. During fiscal 2011 and 2012, there was no securitization transaction accounted for as a sale.

Direct financing leases:
Balance sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interests that continue to be held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
¥27,974
331
23,207

Regarding securitizations of direct financing lease receivables, for fiscal 2010, revenues from interests that continue to be held of ¥4,744 million, are included in revenues from direct financing leases in the consolidated statements of income. Regarding securitizations of installment loans, revenues from interests that continue to be held of ¥1,630 million for fiscal 2010, are included in interest on loans and investment securities in the consolidated statements of income. Regarding securitizations of investment in securities, revenues from interests that continue to be held of ¥2,378 million for fiscal 2010, are included in interest on loans and investment securities in the consolidated statements of income. Due to the adoption of Accounting Standards Update 2009-16 and 2009-17, almost all vehicles used for securitization have been consolidated. As a result, revenues from interests that continue to be held are not disclosed for fiscal 2011 and 2012 as the amounts have been eliminated in consolidation.

Economic assumptions used in measuring the interests that continue to be held related to securitization transactions completed during fiscal 2010 are as follows. There are no interests that continue to be held related to securitization transactions completed during fiscal 2011 and 2012.

Expected credit loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual prepayment rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010
Direct
financing
leases
%
1.51 – 1.55
2.33 – 4.28
6.24 – 6.59

Certain cash flows received from/paid to SPEs for all securitization activities in fiscal 2010 are summarized as follows:

Proceeds from new securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Servicing fees received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows received on interests that continue to be held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of ineligible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
¥ 28,305
385
29,336
(18,487)

F-68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Quantitative information about delinquencies, impaired loans and components of financial assets sold on securitization and other assets managed together as of March 31, 2011 and 2012, and quantitative information about net credit loss for the fiscal years ended March 31, 2010, 2011 and 2012 are as follows:

Direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets recorded on the balance sheet . . . . . . . . . . . . . . . . . . . . . .
Direct financing leases sold on securitization . . . . . . . . . . . . . . .
Total assets managed together or sold on securitization . . . . . . .
Totalprincipal amount of receivables
Millions ofyen
Millions of dollars
March 31, 2011
March 31, 2012
March 31, 2012
¥ 830,853
¥ 900,886
$10,961
2,983,164
2,769,898
33,701
3,814,017
3,670,784
44,662
12,651
3,969
48
¥3,826,668
¥3,674,753
$44,710
Totalprincipal amount of receivables
Millions ofyen
Millions of dollars
March 31, 2011
March 31, 2012
March 31, 2012
¥ 830,853
¥ 900,886
$10,961
2,983,164
2,769,898
33,701
3,814,017
3,670,784
44,662
12,651
3,969
48
¥3,826,668
¥3,674,753
$44,710
Totalprincipal amount of receivables
Millions ofyen
Millions of dollars
March 31, 2011
March 31, 2012
March 31, 2012
¥ 830,853
¥ 900,886
$10,961
2,983,164
2,769,898
33,701
3,814,017
3,670,784
44,662
12,651
3,969
48
¥3,826,668
¥3,674,753
$44,710
Millions of dollars
March 31, 2012
$10,961
33,701
44,662
48
$44,710
Direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets recorded on the balance sheet . . . . . . . . . . . . . . . . . . . . . .
Direct financing leases sold on securitization . . . . . . . . . . . . . . .
Total assets managed together or sold on securitization . . . . . . .
Principal amount of receivables m
past-due and impaired
Millions ofyen
March 31, 2011
March 31, 2012
¥ 22,787
¥ 17,441
322,068
302,378
344,855
319,819
0
0
¥344,855
¥319,819
ore than 90 days
loans
ore than 90 days
loans
Millions of dollars
March 31, 2012
$ 212
3,679
3,891
0
$3,891
Direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets recorded on the balance sheet . . . . . . . . . . . . . . . . . . . . .
Direct financing leases sold on securitization . . . . . . . . . . . . . . .
Total assets managed together or sold on securitization . . . . . . .
Credit loss Credit loss
Millions ofyen
2010
2011
2012
¥ 8,744
¥ 7,505
¥ 6,783
49,053
54,149
29,476
57,797
61,654
36,259
0
0
0
¥57,797
¥61,654
¥36,259
Millions of dollars
2010
¥ 8,744
49,053
57,797
0
¥57,797
2011
¥ 7,505
54,149
61,654
0
¥61,654
2012
$ 82
359
441
0
$441

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 servicing assets related to those servicing activities are included in other operating assets and the balances of these servicing assets as of March 31, 2011 and March 31, 2012 were ¥11,577 million and ¥11,533 million ($140 million), respectively. During the fiscal year ended March 31, 2012, the servicing assets were increased by ¥2,505 million mainly from loans sold with servicing retained and decreased by ¥2,416 million mainly from amortization and by ¥133 million from the effects of changes in foreign exchange rates. The fair value of the servicing assets as of March 31, 2011 and 2012 were ¥14,093 million and ¥13,826 million ($168 million), respectively.

F-69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

11. Variable Interest Entities

The Company and its subsidiaries use special purpose companies, partnerships and trusts (hereinafter referred to as SPEs) in the ordinary course of business.

These SPEs are not always controlled by voting rights, and there are cases where voting rights do not exist for those SPEs. ASC 810-10 (“Consolidation—Variable Interest Entities”) addresses consolidation by business enterprises of SPEs within the scope of the ASC Section. Generally these SPEs are entities where (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties including the equity holders or (b) as a group the holders of the equity investment at risk do not have (1) the ability to make decisions about an entity’s activities that most significantly impact the entity’s economic performance through voting rights or similar rights, or (2) the obligation to absorb the expected losses of the entity or (3) the right to receive the expected residual returns of the entity. Entities within the scope of the ASC Section are called variable interest entities (“VIEs”).

Until March 31, 2010, in accordance with ASC 810-10 before amendment, the Company and its subsidiaries were required to consolidate a VIE as the primary beneficiary if the Company and its subsidiaries had a variable interest to absorb a majority of the VIE’s expected loss or receive a majority of the VIE’s expected residual returns or meet both of these conditions by using quantitative analysis.

Also, until March 31, 2010, if SPEs met the criteria for qualifying special-purpose entity (“QSPE”) status in accordance with ASC 860 (“Transfer and Servicing”) and ASC 810-10 before amendment, the Company and its subsidiaries excluded the QSPE from the scope of consolidation.

In June 2009, FASB Statement No. 166 (“Accounting for Transfers of Financial Assets—an amendment of FASB Statement No.140”), which was codified by Accounting Standards Update 2009-16 (ASC 860 (“Transfers and Servicing”)) and FASB Statement No. 167 (“Amendment of FASB Interpretation No.46(R)”), which was codified by Accounting Standards Update 2009-17 (ASC 810 (“Consolidation”)), were issued. These Updates remove the concept of a QSPE and remove the exception from applying ASC 810-10 to variable interest entities that are QSPEs and require the Company and its subsidiaries to perform a qualitative analysis to identify the primary beneficiary of all variable interest entities, including QSPEs. The Company and its subsidiaries adopted these Updates on April 1, 2010. The effect of adopting these Updates on our financial conditions at the initial adoption date was an increase of ¥1,147 billion on total assets, and an increase of ¥1,169 billion on total liabilities, respectively, in the consolidated balance sheets. These are mainly included in (f) VIEs for securitizing financial assets such as direct financing lease receivable and loan receivable, and (g) VIEs for securitization of commercial mortgage loans originated by third parties.

According to these Updates, effective from April 1, 2010, the Company and its subsidiaries are required to perform a qualitative analysis to identify the primary beneficiary of variable interest entities. An enterprise that has both of the following characteristics is considered to be the primary beneficiary who shall consolidate a variable interest entity:

  • The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance

  • The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity

F-70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

All facts and circumstances are taken into consideration when determining whether the Company and its subsidiaries have variable interests that would deem it the primary beneficiary and therefore require consolidation of the VIE. The Company and its subsidiaries make ongoing reassessment of whether they are the primary beneficiaries of a variable interest entity.

The following are the items that the Company and its subsidiaries are considering in a qualitative assessment.

  • Which activities most significantly impact the economic performance of the VIE and who has the power to direct such activities

  • Characteristics of the Company and its subsidiaries’ variable interest or interests and other involvements (including involvement of related parties and de facto agents)

  • Involvement of other variable interest holders

  • The entity’s purpose and design, including the risks that the entity was designed to create and pass through to its variable interest holders

The Company and its subsidiaries generally consider the following types of involvement to be significant, when determining the primary beneficiary.

  • designing the structuring of a transaction

  • providing an equity investment and debt financing

  • being the investment manager, asset manager or servicer and receiving variable fees

  • providing liquidity and other financial support

The Company and its subsidiaries do not have the power to direct activities of the VIEs that most significantly impact the VIEs’ economic performance, if that power is shared among multiple unrelated parties. In that case, the Company and its subsidiaries do not consolidate such VIEs.

F-71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Information about VIEs for the Company and its subsidiaries are as follows:

  1. Consolidated VIEs

March 31, 2011

Types of VIEs:
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . .
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . .
(c)
VIEs for acquisition of real estate for the Company
and its subsidiaries’ real estate-related business . . . .
(d)
VIEs for corporate rehabilitation support business . .
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . .
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . .
(g)
VIEs for securitization of commercial mortgage
loans originated by third parties . . . . . . . . . . . . . . . . .
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Total
assets(1)
¥
5,222
16,051
343,394
15,988
83,694
505,421
669,375
154,176
¥1,793,321
Total
liabilities(1)
¥
3,846
4,493
120,908
142
13,675
352,034
671,349
66,529
¥1,232,976
Assets which
are pledged as
collateral(2)
¥
5,222
5,660
226,319
0
33,169
505,421
660,237
139,260
¥1,575,288
Commitments(3)
¥
0
0
1,076
0
1,491
0
0
4,140
¥6,707

March 31, 2012

Types of VIEs:
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . .
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . .
(c)
VIEs for acquisition of real estate for the Company
and its subsidiaries’ real estate-related business . . . .
(d)
VIEs for corporate rehabilitation support business . .
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . .
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . .
(g)
VIEs for securitization of commercial mortgage
loans originated by third parties . . . . . . . . . . . . . . . . .
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Total
assets(1)
¥
5,094
49,781
341,421
14,302
61,713
465,376
569,272
145,958
¥1,652,917
Total
liabilities(1)
¥
3,719
28,848
124,227
205
7,050
303,784
575,712
62,640
¥1,106,185
Assets which
are pledged as
collateral(2)
¥
5,094
35,486
245,994
0
18,365
465,376
569,263
128,950
¥1,468,528
Commitments(3)
¥
0
0
0
0
15
0
0
5,687
¥5,702

F-72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Millions of U.S. dollars
Types of VIEs:
Total
assets(1)
Total
liabilities(1)
Assets which
are pledged as
collateral(2)
Commitments(3)
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . .
$ 62
$ 45
$ 62
$ 0
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . .
606
351
432
0
(c)
VIEs for acquisition of real estate for the Company
and its subsidiaries’ real estate-related business . . . .
4,154
1,511
2,993
0
(d)
VIEs for corporate rehabilitation support business . .
174
2
0
0
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . .
751
86
223
1
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . .
5,662
3,696
5,662
0
(g)
VIEs for securitization of commercial mortgage
loans originated by third parties . . . . . . . . . . . . . . . . .
6,926
7,005
6,926
0
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,776
763
1,569
68
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$20,111
$13,459
$17,867
$69
Note: (1)
The assets of most VIEs are used only to repay the liabilities of the VIEs, and the creditors of the
liabilities of the VIEs have no recourse to other assets of the Company and its subsidiaries.
(2)
The assets are pledged as collateral by VIE for financing of the VIE.
(3)
This item represents remaining balance of commitments that could require the Company and its
subsidiaries to provide investments or loans to the VIE.
2.
Non-consolidated VIEs
March 31, 2011
Millions of yen
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
Commitments(3)
Carrying amount of the
variable interests in the VIEs
held by the Company and
its subsidiaries
Types of VIEs:
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . . . .
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . . . .
(c)
VIEs for acquisition of real estate for the Company and
its subsidiaries’ real estate-related business . . . . . . . . .
(d)
VIEs for corporate rehabilitation support business . . . .
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . . . .
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . . . .
(g)
VIEs for securitization of commercial mortgage loans
by third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets
¥
66,710
1,090,147
0
0
1,143,069
0
2,535,037
83,811
¥4,918,774
Specified
bonds and
non-recourse
loans
¥
1,073
174,380
0
0
0
0
4,000
697
¥180,150
Investments
¥
6,979
52,850
0
0
22,349
0
25,493
3,132
¥110,803
Maximum
exposure to
loss(4)
¥
8,052
260,935
0
0
37,287
0
31,478
3,829
¥341,581

F-73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Types of VIEs:
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . . . .
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . . . .
(c)
VIEs for acquisition of real estate for the Company and
its subsidiaries’ real estate-related business . . . . . . . . .
(d)
VIEs for corporate rehabilitation support business . . . .
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . . . .
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . . . .
(g)
VIEs for securitization of commercial mortgage loans
originated by third parties . . . . . . . . . . . . . . . . . . . . . . .
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Total assets
¥
53,300
958,965
0
0
1,290,243
0
2,277,844
42,283
¥4,622,635
Carrying amount of the
variable interests in the VIEs
held by the Company and
its subsidiaries
Specified
bonds and
non-recourse
loans
Investments
¥
8,542
¥
4,326
125,746
59,144
0
0
0
0
0
24,371
0
0
0
43,792
4,380
3,304
¥138,668
¥134,937
Maximum
exposure to
loss(4)
Specified
bonds and
non-recourse
loans
¥
8,542
125,746
0
0
0
0
0
4,380
¥138,668
¥ 12,868
224,707
0
0
37,960
0
44,427
7,684
¥327,646

March 31, 2012

Types of VIEs:
(a)
VIEs for liquidating customer assets . . . . . . . . . . . . . . .
(b)
VIEs for acquisition of real estate and real estate
development projects for customers . . . . . . . . . . . . . . .
(c)
VIEs for acquisition of real estate for the Company and
its subsidiaries’ real estate-related business . . . . . . . . .
(d)
VIEs for corporate rehabilitation support business . . . .
(e)
VIEs for investment in securities . . . . . . . . . . . . . . . . . .
(f)
VIEs for securitizing financial assets such as direct
financing lease receivable and loan receivable . . . . . . .
(g)
VIEs for securitization of commercial mortgage loans
originated by third parties . . . . . . . . . . . . . . . . . . . . . . .
(h)
Other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions of U.S. dollars Millions of U.S. dollars
Total assets
$ 648
11,668
0
0
15,698
0
27,714
515
$56,243
Carrying amount of the
variable interests in the VIEs
held by the Company and
its subsidiaries
Specified
bonds and
non-recourse
loans
Investments
$ 104
$ 53
1,530
720
0
0
0
0
0
297
0
0
0
533
53
39
$1,687
$1,642
Maximum
exposure to
loss(4)
Specified
bonds and
non-recourse
loans
$ 104
1,530
0
0
0
0
0
53
$1,687
$ 157
2,734
0
0
462
0
541
92
$3,986

Note: (4) Maximum exposure to loss includes remaining balance of commitments that could require the Company and its subsidiaries to provide investments or loans to the VIE.

F-74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(a) VIEs for liquidating customer assets

The Company and its subsidiaries may use VIEs in structuring financing for customers to liquidate specific customer assets. The VIEs are typically used to provide a structure that is bankruptcy remote with respect to the customer and the use of VIE structure is requested by such customer. Such VIEs typically acquire assets to be liquidated from the customer, borrow non-recourse loans from financial institutions and have an equity investment made by the customer. By using cash flows from the liquidated assets, these VIEs repay the loan and pay dividends to equity investors if sufficient funds exist.

The Company and its subsidiaries provide non-recourse loans to such VIEs and occasionally make investments in them. The Company and its subsidiaries have consolidated some of those VIEs because the Company or its subsidiary effectively controls the VIEs by acting as the asset manager of the VIEs. In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in investment in operating leases and liabilities of the consolidated VIEs are mainly included in long-term debt, respectively.

With respect to the variable interests of non-consolidated VIEs, which the Company and its subsidiaries have, non-recourse loans are included in installment loans, and investments are mainly included in other operating assets in the consolidated balance sheets.

(b) VIEs for acquisition of real estate and real estate development projects for customers

Customers and the Company and its subsidiaries are involved with VIEs formed to acquire real estate and/or develop real estate projects. In each case, a customer establishes and makes an equity investment in a VIE that is designed to be bankruptcy remote from the customer. The VIEs acquire real estate and/or develop real estate projects.

The Company and its subsidiaries provide non-recourse loans to such VIEs and hold specified bonds issued by them and/or make investments in them. The Company and its subsidiaries have consolidated some of those VIEs because the Company or its subsidiary effectively controls the VIEs by acting as the asset manager of the VIEs. In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in cash and cash equivalents, investment in operating leases and other operating assets and liabilities of those consolidated VIEs are mainly included in long-term debt, respectively.

With respect to the variable interests of non-consolidated VIEs, which the Company and its subsidiaries have, specified bonds are included in investment in securities, non-recourse loans are included in installment loans, and investments are mainly included in other operating assets and investment in securities in the consolidated balance sheets. The Company and its subsidiaries have commitment agreements by which the Company and its subsidiaries might be required to provide additional investment in certain non-consolidated VIEs, as long as the agreed-upon terms are met. Under these agreements, the Company and its subsidiaries are committed to invest in these VIEs with the other investors based on their respective ownership percentages.

The Company and its subsidiaries concluded that the VIEs are not consolidated because the power to direct these VIEs is held by unrelated parties. In some cases, the Company and its subsidiaries concluded that the VIEs are not consolidated because the power to direct these VIEs is shared among multiple unrelated parties.

(c) VIEs for acquisition of real estate for the Company and its subsidiaries’ real estate-related business

The Company and its subsidiaries establish VIEs and acquire real estate to borrow non-recourse loans from financial institutions and simplify the administration activities necessary for the real estate. The Company and its

F-75

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

subsidiaries have consolidated such VIEs even though the Company and its subsidiaries may not have voting rights if substantially all of such VIEs’ subordinated interests are issued to the Company and its subsidiaries, and therefore the VIEs are controlled by and for the benefit of the Company and its subsidiaries.

The Company and its subsidiaries contributed additional funding to certain non-consolidated VIEs to support their repayment, since those VIEs had difficulty repaying debt and accounts payable. The amount of those additional fundings for the years ended March 31, 2011 and 2012 were ¥14,613 million and ¥497 million ($6 million), respectively. As a result, the Company and its subsidiaries performed the reassessment and consolidated those VIEs.

In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in investment in operating leases, office facilities, cash and cash equivalents and other assets, and liabilities of those consolidated VIEs are mainly included in long-term debt, respectively.

(d) VIEs for corporate rehabilitation support business

Financial institutions, the Company and its subsidiary are involved with VIEs established for the corporate rehabilitation support business. VIEs receive the funds from investors including the financial institutions, the Company and the subsidiary, and purchase loan receivables due from borrowers which have financial problems, but that are deemed to have the potential to recover in the future. The servicing operations for the VIEs are conducted by the subsidiary.

The Company and its subsidiary consolidated such VIEs since the Company and the subsidiary have the majority of the investment share of such VIEs, and have the power to direct the activities of the VIEs that most significantly impact the entities’ economic performance through the servicing operations.

In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in installment loans and liabilities of those consolidated VIEs are mainly included in trade notes, accounts payable and other liabilities, respectively.

(e) VIEs for investment in securities

The Company and its subsidiaries have interests in VIEs that are investment funds and mainly invest in equity and debt securities. Such VIEs are managed mainly by fund management companies that are independent of the Company and its subsidiaries.

The Company consolidated certain such VIEs since the Company has the majority of the investment share of them, and has the power to direct the activities of those VIEs that most significantly impact the entities’ economic performance through involvement with the design of the VIEs and/or other means.

In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in investment in securities, other receivables, investment in affiliates, cash and cash equivalents and liabilities of those consolidated VIEs are mainly included in short-term debt and long-term debt, respectively. The Company has commitment agreements by which the Company might be required to make additional investment in certain such consolidated VIEs.

Variable interests of non-consolidated VIEs, which the Company and its subsidiaries have, are included in investment in securities. The Company has commitment agreement by which the Company might be required to make additional investment in certain such non-consolidated VIEs.

F-76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(f) VIEs for securitizing financial assets such as direct financing lease receivable and loan receivable

The Company and its subsidiaries use VIEs to securitize financial assets such as direct financing leases receivable and loans receivable. In the securitization process, these financial assets are transferred to SPEs, and the SPEs issue beneficial interests or securities backed by the transferred financial assets to investors. After the securitization, the Company and its subsidiaries continue to hold a subordinated part of the securities, and take a role as a servicer.

The Company and its subsidiaries consolidated such VIEs since the Company and its subsidiaries have the power to direct the activities that most significantly impact the entity’s economic performance by designing the securitization scheme and conducting servicing activities, and have a responsibility to absorb losses of the VIEs that could potentially be significant to the entities by retaining the subordinated part of the securities.

In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in investment in direct financing leases and installment loans and liabilities of those consolidated VIEs are mainly included in long-term debt, respectively.

(g) VIEs for securitization of commercial mortgage loans originated by third parties

The Company and its subsidiaries invest in CMBS originated by third parties. In some cases of such securitization, the Company’s subsidiaries hold the subordinated portion of CMBS and the subsidiaries take a role as a special-servicer of the securitization transaction. As the special servicer, the Company’s subsidiaries have rights to dispose of real estate collateral related to the securitized commercial mortgage loans.

The subsidiaries consolidate certain of these VIEs when the subsidiaries have the power to direct the activities of the VIEs that most significantly impact the entities’ economic performance through the role as special-servicer including the right to dispose of the collateral, and have a responsibility to absorb losses of the VIEs that could potentially be significant to the entities by holding the subordinated part of the securities.

In the consolidated balance sheets, assets of the consolidated VIEs are mainly included in installment loans and investment in securities and liabilities of those consolidated VIEs are mainly included in long-term debt, respectively.

Variable interests of non-consolidated VIEs are included in investment in securities.

(h) Other VIEs

The Company and its subsidiaries are involved with other types of VIEs for various purposes. Consolidated and non-consolidated VIEs of this category are mainly kumiai structures. In addition, a subsidiary has consolidated a VIE which is not included in the categories (a) through (g) above, because the subsidiary holds the subordinated portion of the VIE and the VIE is effectively controlled by the subsidiary. The Company has commitment agreement by which the Company might be required to make additional investment in such consolidated VIEs.

In Japan, certain subsidiaries provide investment products to their customers that employ a contractual mechanism known as a kumiai, which in part result in the subsidiaries forming a type of SPE. As a means to finance the purchase of aircraft or other large-ticket items to be leased to third parties, the Company and its subsidiaries arrange and market kumiai products to investors, who invest a portion of the funds necessary into the kumiai structure. The remainder of the purchase funds is borrowed by the kumiai structure in the form of a

F-77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

non-recourse loan from one or more financial institutions. The kumiai investors (and any lenders to the kumiai structure) retain all of the economic risks and rewards in connection with purchasing and leasing activities of the kumiai structure, and all related gains or losses are recorded on the financial statements of investors in the kumiai. The Company and its subsidiaries are responsible for the arrangement and marketing of these products, and may act as servicer or administrator in kumiai transactions. The fee income for the arrangement and administration of these transactions is recognized in the consolidated statements of income.

In some cases, the Company and its subsidiaries make investments to the kumiai or its related SPE and these VIEs are consolidated because the Company and its subsidiaries have a responsibility to absorb any significant potential loss through the investments and have the power to direct the activities that most significantly impact their economic performance. In other cases, the Company and its subsidiaries are not considered to be the primary beneficiary of the VIEs or kumiais because the Company and its subsidiaries did not make significant investments or guarantee or otherwise have any significant financial commitments or exposure with respect to the kumiai or its related SPE.

The Company and its subsidiaries may use VIEs to finance. The Company and its subsidiaries transfer their own held assets to SPEs, which borrow non-recourse loan from financial institutions and effectively pledge such assets as collateral. The Company guarantees the performance of obligation of the SPEs. The Company and its subsidiaries continually hold subordinated interests in the SPEs and perform administrative work of such assets. The Company and its subsidiaries consolidate such SPEs because the Company and its subsidiaries have a right to direct the activities of them that most significantly impact their economic performance by setting up the scheme and performing administrative work of the assets and have the obligation to absorb losses expected of them by holding the subordinated interests.

Assets of the consolidated SPEs are mainly included in investment in operating leases and other assets and liabilities are mainly included in long- term debt in the consolidated balance sheets, respectively.

12. Investment in Affiliates

Investment in affiliates at March 31, 2011 and 2012 consists of the following:

Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥296,228
35,489
¥331,717
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥311,556
61,820
¥373,376
2012
$3,604
432
$4,036

Certain affiliates are listed on stock exchanges. The aggregate investment in and quoted market value of those affiliates amounted to ¥53,851 million and ¥ 54,237 million, respectively, as of March 31, 2011 and ¥48,569 million ($591 million) and ¥58,213 million ($708 million), respectively, as of March 31, 2012.

In fiscal 2010, 2011 and 2012, the Company and its subsidiaries received dividends from affiliates of ¥1,702 million, ¥2,875 million and ¥8,653 million ($105 million), respectively.

The balance of excess of cost over the underlying equity at acquisition dates of investment in affiliates amounted to ¥32,187 million and ¥16,884 million ($205 million) as of March 31, 2011 and 2012, respectively.

F-78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

ORIX JREIT Inc. (“ORIX JREIT”), an equity method affiliate, entered into an asset management agreement with one of the Company’s subsidiaries and paid management fees of ¥1,572 million, ¥1,555 million and ¥1,691 million ($21 million) for fiscal 2010, 2011 and 2012, respectively.

In fiscal 2010 through 2012, certain subsidiaries sold to ORIX JREIT, office buildings and condominiums mainly under operating leases. As a result of the sales, the subsidiaries recognized gains of ¥3,564 million and ¥3,905 million in earnings as gains on sales of real estate under operating leases for fiscal 2010 and 2011, respectively. As for fiscal 2012, the subsidiaries recognized gains of ¥989 million ($12 million) in earnings as gains on sales of real estate under operating leases, and gains of ¥1,995 million ($24 million) as life insurance premiums and related investment income. The related intercompany profits have been eliminated based on the Company’s proportionate share.

During fiscal 2010, a loss of ¥6,954 million was recorded in equity in net income (loss) of affiliates in the consolidated statements of income, for a change in fair value of an investment that is measured at fair value by the election of fair value option under ASC 825-10 (“Financial Instruments—Fair Value Option”). In addition, the Company and its subsidiaries sold the investment and recognized a loss of ¥2,724 million in gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net, in the consolidated statements of income for the fiscal 2010.

During fiscal 2010, the Company transferred its 51% share ownership in ORIX Credit, a domestic subsidiary that operates a card loan business, to Sumitomo Mitsui Banking Corporation (“SMBC”), and ORIX Credit became an affiliate accounted for by the equity method with an investment of 49%. The sales of the portion of ownership interest transferred resulted in a gain of ¥3,571 million and the remeasurement to fair value of the interest retained resulted in a gain of ¥3,430 million, both of which were included in earnings as gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net for fiscal 2010. The Company used a dividend discount model and other models to measure fair value of the interest retained. A part of the Company’s loan to ORIX Credit was repaid as a result of the alliance with SMBC and the aggregate amount of the proceed from the sale of the equity interest and the repayment of the loan is included in sales of subsidiaries, net of cash disposed in the accompanying consolidated statement of cash flows . As of March 31, 2010, the investment in ORIX Credit amounted to ¥123,590 million, ¥96,680 million of which consisted of loans.

During fiscal 2010, ORIX Securities, a domestic subsidiary that operates securities business, made a share swap with Monex Group, Inc. (“Monex Group”) to become a wholly owned subsidiary of Monex Group. The Company acquired 22% share ownership of Monex Group and Monex Group became an affiliate accounted for by the equity method. As a result of the swap, a gain of ¥9,337 million was recognized in earnings as gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net.

During fiscal 2010, DAIKYO issued 99,950,000 shares to the public and a third party at ¥182 per share, amounting to ¥18,216 million. As a result, the ownership interest of the Company in DAIKYO decreased from 41% to 31%. Because the issuance price per share issued by DAIKYO was more than the average carrying amount per share of the Company, the Company was required to adjust the carrying amount of its investments in DAIKYO by ¥3,789 million and recognized the gain in earnings as gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net.

During fiscal 2010, Fuji Fire issued 156,976,000 shares to a third party at ¥86 per share, amounting to ¥13,500 million. As a result, the ownership interest of the Company in Fuji Fire decreased from 20% to 15%. Because the issuance price per share issued by Fuji Fire was less than the average carrying amount per share of the Company, the Company was required to adjust the carrying amount of its investment in Fuji Fire by

F-79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

¥1,839 million and recognized the loss in earnings as gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net. As a result of the decrease of share of ownership, Fuji Fire became a non affiliate accounted for as available-for–sale equity securities.

During fiscal 2011, Monex Group issued 140,000 shares to a third party at ¥22,765 per share, amounting to ¥3,187 million. Besides, Monex Group issued 65,685 shares for the purpose of the acquisition of Boom Group. As a result of these issuances, the ownership interest of the Company in Monex Group decreased from 22% to 21%. Because the issuance price per share issued by Monex Group was less than the average carrying amount per share of the Company, the Company was required to adjust the carrying amount of its investment by ¥710 million and recognized the loss in earnings as gains (losses) on sales of subsidiaries and affiliates and liquidation losses, net.

During fiscal 2012, Monex Group acquired its shares from the market and canceled its own shares. As a result, the ownership interest of the Company in Monex Group increased from 21% to 22%. Additionally the Company recognized ¥12,713 million ($155 million) of impairment losses because it was judged that the downward stock price movement of the Monex Group was other than temporary.

Companies comprising a significant portion of investment in affiliates were DAIKYO (31% of equity share), ORIX Credit (49% of equity share) and Monex Group (22% of equity share) as of March 31, 2010, DAIKYO (31% of equity share), ORIX Credit (49% of equity share) and Monex Group (21% of equity share) as of March 31, 2011 and DAIKYO (31% of equity share), ORIX Credit (49% of equity share) and Monex Group (22% of equity share) as of March 31, 2012.

Combined and condensed information relating to the affiliates for fiscal 2010, 2011 and 2012 are as follows (some operation data for entities reflect only the period since the Company and its subsidiaries made the investment and on a lag basis):

Operations:
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial position:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥ 945,635
74,223
51,940
¥4,561,537
3,508,038
1,053,499
Millions of
U.S. dollars
2010
¥1,093,173
139,067
89,368
¥3,983,524
2,968,953
1,014,571
2011
¥ 850,947
108,175
92,763
¥4,237,580
3,174,222
1,063,358
2012
$11,505
903
632
$55,500
42,682
12,818

The Company and its subsidiaries had no significant transactions with these companies except as described above.

For information regarding ORIX Credit, see Note 33 of “Subsequent Events.”

F-80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

13. Goodwill and Other Intangible Assets

Changes in goodwill by reportable segment for fiscal 2010, 2011 and 2012 are as follows:

In fiscal 2012, in line with a change of management classification, the Company changed certain segment classifications. Due to the changes, the reclassified figures are shown for fiscal 2010, 2011 and 2012.

Balance at March 31, 2009
Goodwill . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . .
Acquired . . . . . . . . . . . . . . . . . . .
Impairment . . . . . . . . . . . . . . . . .
Other (net) . . . . . . . . . . . . . . . . .
Balance at March 31, 2010
Goodwill . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . .
Acquired . . . . . . . . . . . . . . . . . . .
Impairment . . . . . . . . . . . . . . . . .
Other (net)
. . . . . . . . . . . . . . . . .
Balance at March 31, 2011
Goodwill . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . .
Acquired . . . . . . . . . . . . . . . . . . .
Impairment . . . . . . . . . . . . . . . . .
Other (net)* . . . . . . . . . . . . . . . . .
Balance at March 31, 2012
Goodwill . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Total
¥80,834
(3,590)
77,244
1,786
(2,688)
(5,268)
76,484
(5,410)
71,074
29,247
(173)
(5,358)
97,397
(2,607)
94,790
4,024
0
(3,003)
96,107
(296)
¥95,811
Corporate
Financial
Services
¥1,029
(617)
412
173
(295)
0
1,202
(912)
290
0
(173)
0
547
(430)
117
380
0
0
754
(257)
¥497
Maintenance
Leasing
¥282
0
282
0
0
0
282
0
282
0
0
0
282
0
282
0
0
0
282
0
¥282
Real Estate
¥19,230
0
19,230
1,473
0
(2,167)
18,536
0
18,536
148
0
363
19,047
0
19,047
44
0
(28)
19,063
0
¥19,063
Investment
and
Operation
¥8,969
(2,973)
5,996
140
(2,393)
(912)
7,329
(4,498)
2,831
0
0
(1,334)
3,674
(2,177)
1,497
14
0
(1,238)
312
(39)
¥273
Retail
¥4,452
0
4,452
0
0
0
4,452
0
4,452
0
0
0
4,452
0
4,452
0
0
0
4,452
0
¥4,452
Overseas
¥46,872
0
46,872
0
0
(2,189)
44,683
0
44,683
29,099
0
(4,387)
69,395
0
69,395
3,586
0
(1,737)
71,244
0
¥71,244

F-81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Balance at March 31, 2011
Goodwill . . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . . .
Acquired . . . . . . . . . . . . . . . . . . . .
Impairment . . . . . . . . . . . . . . . . . .
Other (net)* . . . . . . . . . . . . . . . . . .
Balance at March 31, 2012
Goodwill . . . . . . . . . . . . . . . .
Accumulated impairment
losses . . . . . . . . . . . . . . . . .
Millions of U.S. dollars Millions of U.S. dollars
Corporate
Financial
Services
$ 7
(6)
1
5
0
0
9
(3)
$ 6
Maintenance
Leasing
$3
0
3
0
0
0
3
0
$3
Real Estate
$232
0
232
0
0
(0)
232
0
$232
Investment
and
Operation
$ 44
(26)
18
0
0
(15)
3
(0)
$ 3
Retail
$54
0
54
0
0
0
54
0
$54
Overseas
$845
0
845
44
0
(21)
868
0
$868
Total
$1,185
(32)
1,153
49
0
(36)
1,169
(3)
$1,166
  • Other includes foreign currency translation adjustments and certain other reclassifications.

Other intangible assets at March 31, 2011 and 2012 consist of the following:

Intangible assets not subject to amortization:
Trade name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization:
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 18,062
521
18,583
69,261
13,533
82,794
(49,017)
33,777
¥ 52,360
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 18,175
463
18,638
58,654
15,601
74,255
(43,737)
30,518
¥ 49,156
2012
$ 220
6
226
843
164
1,007
(596)
411
$ 637

The aggregate amortization expenses for intangible assets are ¥8,203 million, ¥7,244 million and ¥7,066 million ($86 million) in fiscal 2010, 2011 and 2012, respectively.

The estimated amortization expenses for each of five succeeding fiscal years are ¥7,053 million ($86 million) in fiscal 2013, ¥6,054 million ($74 million) in fiscal 2014, ¥4,775 million ($58 million) in fiscal 2015, ¥4,062 million ($49 million) in fiscal 2016 and ¥1,983 million ($24 million) in fiscal 2017, respectively.

As a result of the impairment test, the Company and its subsidiaries have recognized no impairment losses on intangible assets from fiscal 2010 through fiscal 2012.

F-82

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

14. Short-Term and Long-Term Debt

Short-term debt consists of notes payable to banks, bank overdrafts, commercial paper and notes.

The composition of short-term debt and the weighted average contract interest rate on short-term debt at March 31, 2011 and 2012 are as follows:

March 31, 2011

Short-term debt in Japan, mainly from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term debt outside Japan, mainly from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥194,728
103,107
180,798
¥478,633
Weighted
average rate
1.3%
3.1
0.2
1.3

March 31, 2012

Short-term debt in Japan, mainly from banks . . . . . . . . . . . . . . . . . . . . . .
Short-term debt outside Japan, mainly from banks . . . . . . . . . . . . . . . . . .
Commercial paper in Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial paper outside Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes outside Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥168,012
107,568
176,415
4,023
1,955
¥457,973
Millions of
U.S. dollars
$2,044
1,309
2,146
49
24
$5,572
Weighted
average rate
0.7%
4.2
0.2
4.0
5.3
1.4

The composition of long-term debt, the weighted average contract interest rate on long-term debt and the repayment due dates at March 31, 2011 and 2012 are as follows:

March 31, 2011

Banks:
Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance companies and others:
Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured convertible bonds with stock acquisition rights . . . . . . . . . .
Unsecured bond with stock acquisition rights . . . . . . . . . . . . . . . . . . . . .
Unsecured notes under medium-term note program . . . . . . . . . . . . . . . .
Payables under securitized lease receivables . . . . . . . . . . . . . . . . . . . . .
Payables under securitized loan receivables and investment in
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due
(Fiscal Year)
2012~2025
2012~2026
2012~2018
2012~2028
2012~2021
2014
2023
2012~2018
2012~2016
2012~2039
Millions ofyen
¥ 240,904
1,263,844
325,006
233,345
1,177,582
149,974
34,233
88,190
170,820
847,370
¥4,531,268
Weighted
average rate
2.8%
1.3
1.8
1.1
1.9
1.0
0.0
1.9
1.5
4.3
2.1

F-83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Banks:
Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance companies and others:
Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured convertible bonds with stock acquisition
rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured bond with stock acquisition rights . . . . . . . . . . .
Unsecured notes under medium-term note program . . . . . .
Payables under securitized lease receivables . . . . . . . . . . . .
Payables under securitized loan receivables and
investment in securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Due
(Fiscal Year)
2013~2025
2013~2027
2013~2020
2013~2028
2013~2021
2014
2023
2013~2018
2013~2018
2013~2039
Millions ofyen
¥ 248,452
1,223,127
289,871
240,277
1,144,539
149,968
35,630
60,911
172,917
701,788
¥4,267,480
Millions of
U.S. dollars
$ 3,023
14,881
3,527
2,923
13,925
1,825
434
741
2,104
8,539
$51,922
Weighted
average rate
2.7%
1.3
1.8
1.1
2.1
1.0
0.0
2.0
1.1
4.5
2.1

The repayment schedule for the next five years and thereafter for long-term debt at March 31, 2012 is as follows:

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥1,149,478
1,158,887
533,415
599,510
497,025
329,165
¥4,267,480
Millions of
U.S. dollars
$13,986
14,100
6,490
7,294
6,047
4,005
$51,922
Millions of
U.S. dollars
$13,986
14,100
6,490
7,294
6,047
4,005
$51,922
$13,986
14,100
6,490
7,294
6,047
4,005
$51,922

For borrowings from banks, insurance companies and other financial institutions, and for bonds, interest payments are usually paid semi-annually and principal repayments are made upon maturity of the loan contracts or bonds. For medium-term notes, interest payments are mainly made semi-annually and principal is repaid upon maturity of the notes.

For unsecured convertible bond with stock acquisition rights, the Company issued series three unsecured convertible bond with stock acquisition rights of ¥150,000 million in December 2008. As of March 31, 2012, the bond had stock acquisition rights that were convertible into 21,916,494 shares of common stock at a conversion price of ¥6,842.70 ($83.25) per share. The conversion price shall be adjusted mainly in a situation where the Company issues new shares at less than the current market price of the shares.

For unsecured bond with stock acquisition rights, the Company issued Liquid Yield Option Notes[TM] of $400 million, net of unamortized discount of $622 million, in June 2002. As of March 31, 2012, the bond had stock acquisition rights that were convertible into 2,493,309 shares of common stock at a conversion price of $115.12 per share. The stock acquisition rights may be exercised (1) if the closing price at Tokyo Stock Exchange for the

F-84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

shares for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the previous quarter is more than specified conversion trigger price which will be accreted from $126.63 for the quarter including the date of issuance to $320.72 for the quarter including the date of the bond maturity, (2) during any period in which the issuer rating or the long-term senior debt credit rating assigned to the Company is below a specified level, (3) if the bond is called for redemption or (4) if specified corporate transactions have occurred. The conversion price shall be adjusted mainly in a situation where the Company issues new shares at less than the current market price of the shares.

During fiscal 2010, 2011 and 2012, the Company and certain subsidiaries recognized net amortization expenses of bond premiums and discounts, and deferred issuance costs of bonds and medium-term notes in the amount of ¥4,022 million, ¥3,996 million and ¥3,999 million ($49 million), respectively.

Total committed credit lines for the Company and its subsidiaries were ¥464,432 million and ¥463,969 million ($5,645 million) at March 31, 2011 and 2012, respectively, and, of these lines, ¥410,447 million and ¥427,435 million ($5,201 million) were available at March 31, 2011 and 2012, respectively. Of the available committed credit lines, ¥107,010 million and ¥210,139 million ($2,557 million) were long-term committed credit lines at March 31, 2011 and 2012, respectively.

Some of the debt and commitment contracts contain covenant clauses, and some of these include financial restrictions, such as maintenance of certain ORIX Corporation shareholders’ equity ratios, as well as maintenance of specified credit ratings. As of March 31, 2012, the Company and its subsidiaries were in compliance with such objective covenant requirements.

The agreements related to debt payable to banks provide that the banks under certain circumstances may request additional security for loans and have the right to offset cash deposited against any short-term or longterm debt that becomes due and, in case of default and certain other specified events, against all other debt payable to the banks.

Other than the assets of the consolidated variable interest entities pledged as collateral for financing described in Note 11 (“Variable Interest Entities”), the Company and certain subsidiaries provide the following assets as collateral for the short-term and long-term debt payables to financial institutions as of March 31, 2012:

Minimum lease payments, loans and investment in operating leases . . . . . . . . . . . . . . .
Investment in securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥102,256
82,602
9,672
2,122
¥196,652
Millions of
U.S. dollars
Millions of
U.S. dollars
$1,244
1,005
118
26
$2,393

As of March 31, 2012, investment in securities of ¥27,641 million ($336 million) was pledged for primarily collateral deposits.

Under loan agreements relating to short-term and long-term debt from commercial banks and certain insurance companies, the Company and certain subsidiaries are required to provide collateral against these debts at any time if requested by the lenders. The Company and the subsidiaries did not receive any such requests from the lenders as of March 31, 2012.

F-85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

15. Deposits

Deposits at March 31, 2011 and 2012 consist of the following:

Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 894,169
209,345
¥1,103,514
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 921,352
143,823
¥1,065,175
2012
$10,879
2,547
$13,426

The balances of time deposits and certificates of deposit issued in amounts of ¥10 million ($122 thousand) or more were ¥581,761 million and ¥588,550 million ($7,161 million) at March 31, 2011 and 2012, respectively.

The maturity schedule of time deposits at March 31, 2012 is as follows:

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥517,647
120,256
129,918
66,772
59,576
¥894,169
Millions of
U.S. dollars
Millions of
U.S. dollars
$ 6,298
1,463
1,581
812
725
$10,879

16. Income Taxes

Income before income taxes and discontinued operations, and the provision for income taxes in fiscal 2010, 2011 and 2012 are as follows:

Income before income taxes and discontinued operations:
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes:
Current—
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred—
Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥ 14,785
¥ 38,569
¥ 74,291
41,272
54,732
56,193
¥ 56,057
¥ 93,301
¥130,484
¥ 32,286
¥ 26,566
¥ 12,302
17,553
18,367
16,423
49,839
44,933
28,725
(23,322)
(15,137)
17,766
(5,427)
(3,653)
(1,860)
(28,749)
(18,790)
15,906
¥ 21,090
¥ 26,143
¥ 44,631
Millions ofyen
2010
2011
2012
¥ 14,785
¥ 38,569
¥ 74,291
41,272
54,732
56,193
¥ 56,057
¥ 93,301
¥130,484
¥ 32,286
¥ 26,566
¥ 12,302
17,553
18,367
16,423
49,839
44,933
28,725
(23,322)
(15,137)
17,766
(5,427)
(3,653)
(1,860)
(28,749)
(18,790)
15,906
¥ 21,090
¥ 26,143
¥ 44,631
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥ 14,785
41,272
¥ 56,057
¥ 32,286
17,553
49,839
(23,322)
(5,427)
(28,749)
¥ 21,090
2011
¥ 38,569
54,732
¥ 93,301
¥ 26,566
18,367
44,933
(15,137)
(3,653)
(18,790)
¥ 26,143
2012
$ 904
684
$1,588
$ 149
200
349
216
(22)
194
$ 543

F-86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

In fiscal 2010, 2011 and 2012, the Company and its subsidiaries in Japan are subject to a National Corporate tax of 30%, an Inhabitant tax of approximately 6% and a deductible Enterprise tax of approximately 8%, which in the aggregate result in a statutory income tax rate of 40.9%.

Reconciliation of the differences between the tax provision computed at the statutory rate and the consolidated provision for income taxes in fiscal 2010, 2011 and 2012 are as follows:

Income before income taxes and discontinued operations . . . . . . . . .
Tax provision computed at statutory rate . . . . . . . . . . . . . . . . . . . . . .
Increases (reductions) in taxes due to:
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible expenses for tax purposes . . . . . . . . . . . . . . . . .
Non-taxable income for tax purposes . . . . . . . . . . . . . . . . . . . . .
Effect of lower tax rates on foreign subsidiaries and a domestic
life insurance subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of the new Japanese tax law . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥56,057
¥93,301
¥130,484
Millions ofyen
2010
2011
2012
¥56,057
¥93,301
¥130,484
Millions ofyen
2010
2011
2012
¥56,057
¥93,301
¥130,484
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥56,057
2011
¥93,301
2012
$1,588
$ 649
50
16
(35)
(85)
(100)
48
$ 543
¥22,927
1,165
1,638
(635)
(3,699)
0
(306)
¥21,090
¥38,160
(5,647)
1,024
(2,697)
(4,335)
0
(362)
¥26,143
¥ 53,368
4,071
1,336
(2,852)
(6,994)
(8,195)
3,897
¥ 44,631

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, a change in valuation allowance, the effect of lower income tax rates on foreign subsidiaries and a domestic life insurance subsidiary and the effect of the tax reforms as discussed in the following paragraph.

On November 30, 2011, the bill for reconstruction funding after the March 11, 2011 Great East Japan Earthquake and the bill for the 2011 tax reform were approved by the National Diet of Japan. From fiscal years beginning on or after April 1, 2012, the Japanese corporation tax rate will be reduced, and as a result, the statutory income tax rate for fiscal years beginning between April 1, 2012 and March 31, 2015 will be reduced to approximately 38.3%. The rate for fiscal years beginning after April 1, 2015 will be reduced to approximately 35.9%. In addition, the tax loss carry-forward rules have been amended. The carry-forward period will be extended to 9 years, compared to 7 years under the pre-amendment rules. Further, the deductible amount will be limited to 80% of taxable income for the year, while total amount of taxable income for the year was available for the deduction under the pre-amendment rules. The amendment to the carry-forward period will be applicable for tax losses incurred in fiscal years ending on or after April 1, 2008 and the amendment to the deductible amount will be applicable for fiscal years beginning on or after April 1, 2012. Increase and decrease of the deferred tax assets and liabilities due to these tax reforms resulted in a decrease of provision for income taxes by ¥7,661 million ($93 million) in the accompanying consolidated statements of income.

F-87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Total income taxes recognized in fiscal 2010, 2011 and 2012 are as follows:

Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes on discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
Income taxes on other comprehensive income (loss):
Net unrealized gains (losses) on investment in securities . . . . . .
Defined benefit pension plans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .
Net unrealized gains (losses) on derivative instruments . . . . . . .
Total income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥21,090
¥26,143
¥44,631
7,019
6,771
(1,410)
7,816
3,403
1,357
4,925
(1,427)
(1,774)
4,722
(214)
335
(1,066)
(338)
(648)
¥44,506
¥34,338
¥42,491
Millions ofyen
2010
2011
2012
¥21,090
¥26,143
¥44,631
7,019
6,771
(1,410)
7,816
3,403
1,357
4,925
(1,427)
(1,774)
4,722
(214)
335
(1,066)
(338)
(648)
¥44,506
¥34,338
¥42,491
Millions of
U.S. dollars
2012
$543
(17)
17
(22)
4
(8)
$517
Millions of
U.S. dollars
2012
$543
(17)
17
(22)
4
(8)
$517
2010
¥21,090
7,019
7,816
4,925
4,722
(1,066)
¥44,506
2011
¥26,143
6,771
3,403
(1,427)
(214)
(338)
¥34,338
2012
$543
(17)
17
(22)
4
(8)
$517

The tax effects of temporary differences giving rise to the deferred tax assets and liabilities at March 31, 2011 and 2012 are as follows:

Assets:
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful receivables on direct financing leases and
probable loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Investment in direct financing leases . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred insurance policy acquisition costs . . . . . . . . . . . . . . . . . . . . . . .
Policy liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Undistributed earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥ 41,288
50,016
5,325
3,928
7,294
22,970
40,449
171,270
(24,138)
147,132
12,535
63,372
31,723
22,159
19,792
8,860
60,271
218,712
¥ 71,580
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 47,623
69,917
6,672
2,638
11,865
24,747
30,521
193,983
(26,794)
167,189
16,462
64,992
29,233
21,123
23,892
11,992
68,950
236,644
¥ 69,455
2012
$ 502
609
65
48
89
279
492
2,084
(294)
1,790
152
771
386
270
241
108
733
2,661
$ 871

The valuation allowance is mainly recognized for deferred tax assets of consolidated subsidiaries with net operating loss carryforwards for tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

F-88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

the periods in which those temporary differences become deductible and tax loss carryforwards are utilizable. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company and its subsidiaries will realize the benefits of these deductible temporary differences and tax loss carryforwards, net of the existing valuation allowances at March 31, 2012. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The net changes in the total valuation allowance were decreases of ¥1,789 million in fiscal 2010 and decreases of ¥16,052 million in fiscal 2011, and decreases of ¥2,656 million ($32 million) in fiscal 2012, respectively.

The Company and certain subsidiaries have net operating loss carryforwards of ¥170,866 million ($2,079 million) at March 31, 2012, which expire as follows:

Year ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥ 11,076
4,572
6,816
28,915
26,589
92,898
¥170,866
Millions of
U.S. dollars
Millions of
U.S. dollars
$ 135
56
83
352
323
1,130
$2,079

Net deferred tax assets and liabilities at March 31, 2011 and 2012 are reflected in the accompanying consolidated balance sheets under the following captions:

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes: Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2011
2012
¥ 91,063
¥25,773
160,518
97,353
¥ 69,455
¥71,580
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥ 91,063
160,518
¥ 69,455
2012
$ 313
1,184
$ 871

The Company and its subsidiaries adopted ASC 740 (“Income Taxes”). The unrecognized tax benefits as of March 31, 2011 and March 31, 2012 were not material. The Company and its subsidiaries believe that it is not reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of March 31, 2012.

The total amounts of penalties and interest expense related to income taxes recognized in the consolidated balance sheets as of March 31, 2011 and March 31, 2012, and in the consolidated statements of income for the years ended March 31, 2010, 2011 and 2012 were not material.

The Company and its subsidiaries file tax returns in Japan and certain foreign tax jurisdictions. The Company is no longer subject to ordinary tax examination for the tax years prior to fiscal 2011, and its major domestic subsidiaries are no longer subject to ordinary tax examination for the tax years prior to fiscal 2009, respectively.

Subsidiaries in the United States remain subject to a tax examination for the tax years after fiscal 2003.

F-89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

17. Pension Plans

The Company and certain subsidiaries have contributory and non-contributory pension plans covering substantially all of their employees. Those contributory funded pension plans include defined benefit pension plans and defined contribution pension plans. Under the plans, employees are entitled to lump-sum payments at the time of termination of their employment or pension payments. Defined benefit pension plans consist of a plan of which the amounts of such payments are determined on the basis of length of service and remuneration at the time of termination and a cash balance plan.

The Company and its subsidiaries’ funding policy is to contribute annually the amounts actuarially determined. Assets of the plans are invested primarily in interest-bearing securities and marketable equity securities.

The funded status of the defined benefit pension plans, a substantial portion of which consists of domestic pension plans, as of March 31, 2011 and 2012 is as follows:

Change in benefit obligation:
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency exchange rate change . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency exchange rate change . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . .
The funded status of the plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount recognized in the consolidated balance sheets consists of:
Prepaid benefit cost included in prepaid expenses . . . . . . . . . . . . . . . . . . . .
Accrued benefit liability included in accrued expenses . . . . . . . . . . . . . . . .
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥58,589
3,049
1,339
3,170
(35)
(2,195)
0
(198)
63,719
85,396
108
2,542
(2,090)
(11)
0
85,945
¥22,226
¥24,459
(2,233)
¥22,226
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥56,390
3,104
1,355
1,147
(415)
(2,423)
(231)
(338)
58,589
85,967
(449)
2,556
(2,362)
(277)
(39)
85,396
¥26,807
¥29,125
(2,318)
¥26,807
2012
$ 713
37
16
39
(0)
(27)
0
(2)
776
1,039
1
31
(25)
(0)
0
1,046
$ 270
$ 298
(28)
$ 270

F-90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Amount recognized in accumulated other comprehensive income (loss), pre-tax, at March 31, 2011 and 2012 consisted of:

Net prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total recognized in accumulated other comprehensive income (loss),
pre-tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2012
¥
7,697
(31,120)
(325)
¥(23,748)
Millions of
U.S. dollars
Millions of
U.S. dollars
2011
¥
8,910
(27,257)
(382)
¥(18,729)
2012
$ 94
(379)
(4)
¥(289)

The estimated portions of the net prior service credit, net actuarial loss and net transition obligation above that will be recognized as a component of net pension cost in 2013 are ¥1,166 million ($14 million), ¥1,496 million ($18 million) and ¥56 million ($1 million), respectively.

The accumulated benefit obligations for all defined benefit pension plans were ¥52,701 million and ¥56,766 million ($691 million), respectively, at March 31, 2011 and 2012.

The aggregate projected benefit obligations, aggregate accumulated benefit obligations and aggregate fair values of plan assets for the plans with the accumulated benefit obligations in excess of plan assets were ¥4,631 million, ¥4,384 million and ¥2,375 million, respectively, at March 31, 2011 and ¥5,210 million ($63 million), ¥4,898 million ($60 million) and ¥3,019 million ($37 million), respectively, at March 31, 2012.

Net pension cost of the plans for fiscal 2010, 2011 and 2012 consists of the following:

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥ 3,255
¥ 3,104
¥ 3,049
1,265
1,355
1,339
(1,747)
(2,025)
(2,019)
(3)
(4)
56
2,098
1,036
1,218
(1,209)
(1,193)
(1,193)
3
0
0
¥ 3,662
¥ 2,273
¥ 2,450
Millions ofyen
2010
2011
2012
¥ 3,255
¥ 3,104
¥ 3,049
1,265
1,355
1,339
(1,747)
(2,025)
(2,019)
(3)
(4)
56
2,098
1,036
1,218
(1,209)
(1,193)
(1,193)
3
0
0
¥ 3,662
¥ 2,273
¥ 2,450
Millions of
U.S. dollars
2010
¥ 3,255
1,265
(1,747)
(3)
2,098
(1,209)
3
¥ 3,662
2011
¥ 3,104
1,355
(2,025)
(4)
1,036
(1,193)
0
¥ 2,273
2012
$ 37
16
(25)
1
15
(14)
0
$ 30

F-91

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for fiscal 2010, 2011 and 2012 are summarized as follows:

Current year actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit due to amendments . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan curtailments and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency exchange rate change . . . . . . . . . . . . . . . . . . . . . . . .
Total recognized in other comprehensive income (loss), pre-tax . . . . .
Millions ofyen
2010
2011
2012
¥11,275
¥(3,446) ¥(5,144)
2,098
1,036
1,218
(183)
8
7
(1,209)
(1,193)
(1,193)
(3)
(4)
56
3
0
18
69
166
19
¥12,050
¥(3,433) ¥(5,019)
Millions ofyen
2010
2011
2012
¥11,275
¥(3,446) ¥(5,144)
2,098
1,036
1,218
(183)
8
7
(1,209)
(1,193)
(1,193)
(3)
(4)
56
3
0
18
69
166
19
¥12,050
¥(3,433) ¥(5,019)
Millions of
U.S. dollars
2010
¥11,275
2,098
(183)
(1,209)
(3)
3
69
¥12,050
2011
¥(3,446)
1,036
8
(1,193)
(4)
0
166
¥(3,433)
2012
$(63)
15
0
(14)
1
0
0
$(61)

The Company and certain subsidiaries use March 31 as a measurement date for all of our material plans.

Significant assumptions of domestic and overseas pension plans used to determine these amounts are as follows:

Domestic
Weighted-average assumptions used to determine benefit obligations at
March 31:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of increase in compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average assumptions used to determine net periodic pension cost for
years ended March 31:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of increase in compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . .
Overseas
Weighted-average assumptions used to determine benefit obligations at
March 31:
Discount rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of increase in compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average assumptions used to determine net periodic pension cost for
years ended March 31:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of increase in compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . .
2010
2.1%
5.9%
1.9%
5.8%
2.2%
2010
6.0%
0.8%
7.1%
0.6%
8.1%
2011
2.1%
6.1%
2.1%
5.9%
2.2%
2011
5.5%
0.8%
6.0%
0.8%
8.1%
2012
1.8%
6.1%
2.1%
6.1%
2.2%
2012
4.5%
0.7%
5.5%
0.8%
7.2%

The Company and certain subsidiaries determine the expected long-term rate of return on plan assets annually based on the composition of the pension asset portfolios and the expected long-term rate of return on these portfolios. The expected long-term rate of return is designed to approximate the long-term rate of return actually earned on the plans’ assets over time to ensure that funds are available to meet the pension obligations that result from the services provided by employees. The Company and certain subsidiaries use a number of factors to determine the expected rate of return, including actual historical returns on the asset classes of the plans’ portfolios and independent projections of returns of the various asset classes.

F-92

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The Company and certain subsidiaries’ investment policies are designed to ensure adequate plan assets are available to provide future payments of pension benefits to eligible participants. The Company and certain subsidiaries formulate a policy portfolio appropriate to produce the expected long-term rate of return on plan assets, and ensure that plan assets are allocated under this policy portfolio. The Company and certain subsidiaries periodically have an external consulting firm monitor the results of actual return and revise the policy portfolio if necessary.

The three levels of input used to measure fair value are described in Note 2.

The fair value of pension plan assets at March 31, 2011 and 2012, by asset category, are as follows:

Equity securities:
Japan
Japanese companies1 . . . . . . . . . . . . . . . . .
Pooled funds
2 . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan . . . . . . . . . . . . . . . . . . . . . . . . .
Pooled funds3 . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Japan
Pooled funds
4 . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan
Asset backed securities . . . . . . . . . . . . . . . .
Pooled funds5 . . . . . . . . . . . . . . . . . . . . . . .
Alternative investments:
Pooled funds
6 . . . . . . . . . . . . . . . . . . . . . . .
Other assets:
Life insurance company general
accounts7 . . . . . . . . . . . . . . . . . . . . . . . .
Others
8 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2011 March 31, 2011
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥ 1,016
18,690
11,864
25,468
1,076
7,655
11,633
5,386
2,608
¥85,396
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥1,016
0
0
0
0
0
0
0
0
¥1,016
Significant
Other
Observable
Inputs
(Level 2)
¥
0
18,690
11,864
25,468
1,076
7,655
6,685
5,386
2,608
¥79,432
Significant
Unobservable
Inputs
(Level 3)
¥
0
0
0
0
0
0
4,948
0
0
¥4,948

*1 Equity securities of Japanese companies in which the Company and certain subsidiaries invest as pension plan assets include units of ORIX JREIT Inc. in the amounts of ¥34 million at March 31, 2011.

*2 These funds invest in listing shares.

*3 These funds invest in listing shares.

*4 These funds invest approximately 70% in Japanese government bonds, approximately 10% in Japanese municipal bonds, and approximately 20% in Japanese corporate bonds.

*5 These funds invest mainly in foreign government bonds.

*6 These funds invest in hedge funds as alternative investments.

*7 Life insurance company general accounts are accounts with guaranteed capital and minimum interest rate, in which life insurance companies manage funds on several contracts.

*8 Others include mainly short-term instruments.

F-93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

At March 31, 2011, our policy for the portfolio of plans consisted of four major components: approximately 40% was invested in equity securities, approximately 40% was invested in debt securities, approximately 10% was invested in alternative investments and approximately 10% was invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.

Equity securities:
Japan
Pooled funds1 . . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan
Pooled funds
2 . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Japan
Pooled funds3 . . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . .
Pooled funds
4 . . . . . . . . . . . . . . . . . . . . . . . .
Other assets:
Life insurance company general accounts5 . . . . .
Others
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of yen
Total
Carrying
Value in
Consolidated
Balance Sheets
¥ 9,360
11,826
25,182
2,791
12,894
17,280
6,612
¥85,945
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
¥
0
0
0
0
0
0
0
¥
0
Significant
Other
Observable
Inputs
(Level 2)
¥ 9,360
11,826
25,182
2,791
12,894
17,280
6,612
¥85,945
Significant
Unobservable
Inputs
(Level 3)
¥
0
0
0
0
0
0
0
¥
0
Equity securities:
Japan
Pooled funds1 . . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan
Pooled funds
2 . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities:
Japan
Pooled funds3 . . . . . . . . . . . . . . . . . . . . . . . .
Other than Japan
Municipal bonds . . . . . . . . . . . . . . . . . . . . . . .
Pooled funds
4 . . . . . . . . . . . . . . . . . . . . . . . .
Other assets:
Life insurance company general accounts5 . . . . .
Others
6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012 March 31, 2012
Millions of U.S. dollars
Total
Carrying
Value in
Consolidated
Balance Sheets
$ 114
144
306
34
157
210
81
$1,046
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
$ 0
0
0
0
0
0
0
$ 0
Significant
Other
Observable
Inputs
(Level 2)
$ 114
144
306
34
157
210
81
$1,046
Significant
Unobservable
Inputs
(Level 3)
$ 0
0
0
0
0
0
0
$ 0

F-94

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

  • *1 These funds invest in listing shares and include units of ORIX JREIT Inc. in the amounts of ¥89 million ($1milion) at March 31, 2012.

  • *2 These funds invest in listing shares.

  • *3 These funds invest approximately 70% in Japanese government bonds, approximately 10% in Japanese municipal bonds, and approximately 20% in Japanese corporate bonds.

  • *4 These funds invest approximately 80% in foreign government bonds, and approximately 20% in foreign municipal bonds.

  • *5 Life insurance company general accounts are accounts with guaranteed capital and minimum interest rate, in which life insurance companies manage funds on several contracts.

  • *6 Others include derivative instruments held for hedging change in the fair value of equity securities, and short-term instruments.

At March 31, 2012, our policy for the portfolio of plans consists of three major components: approximately 20% is invested in equity securities, approximately 50% is invested in debt securities and approximately 30% is invested in other investment vehicles, primarily consisting of investments in life insurance company general accounts.

Each level into which assets are categorized is based on inputs used to measure the fair value of the assets.

Level 1 assets are comprised principally of equity securities, which are valued using unadjusted quoted market prices in active markets with sufficient volume and frequency of transactions. Level 2 assets are comprised principally of pooled funds that invest in equity, debt securities and hedge funds and investments in life insurance company general accounts. Pooled funds are valued at the net asset value per share at the measurement date. They are not redeemable at the net asset value per share at the measurement date but they are redeemable at the net asset value per share in the near term after the measurement date. Investments in life insurance company general accounts are valued at conversion value. Level 3 assets are comprised of pooled funds that invest in hedge funds that are measured at their net asset values. However, the hedge funds are not redeemable at the net asset values at the measurement date or within a near term after the measurement date.

The following table represents the reconciliation for the Level 3 plan assets during fiscal 2011 and 2012:

Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Realized and unrealized return on plan assets . . . . . . . . . . . . . . . . . . . .
Purchases, sales and redemptions, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative investments Alternative investments Alternative investments
Pooled funds
2011
Millions of yen
¥4,728
220
0
¥4,948
2012
Millions of yen
¥ 4,948
18
(4,966)
¥
0
2012
Millions of
U.S. dollars
$ 60
0
(60)
$ 0

The Company and certain subsidiaries expect to contribute ¥2,736 million ($33 million) to pension plans during the year ending March 31, 2013.

F-95

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

At March 31, 2012, the benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five years thereafter are as follows:

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥ 1,832
1,437
1,536
1,652
1,775
11,460
¥19,692
Millions of
U.S. dollars
Millions of
U.S. dollars
$ 22
17
19
20
22
140
$240

The cost recognized for the defined contribution pension plans of the Company and certain of its subsidiaries for the years ended March 31, 2010, 2011 and 2012 were ¥1,305 million, ¥1,578 million and ¥1,409 million ($17 million), respectively.

18. Redeemable Noncontrolling Interests

Changes in redeemable noncontrolling interests in fiscal 2010, 2011 and 2012 are as follows:

Beginning Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution to subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment of redeemable noncontrolling interests to
redemption value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transaction with noncontrolling interests . . . . . . . . . . . . . . . . . .
Comprehensive income (loss)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . .
Net change of foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss) . . . . . . . . . . . . . .
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥25,396
¥28,095
¥33,902
0
10,219
0
(139)
(73)
1,188
1,962
1,063
1,213
2,476
2,959
2,724
(1,600)
(2,353)
(315)
(1,600)
(2,353)
(315)
876
606
2,409
0
(6,008)
(1,079)
¥28,095
¥33,902
¥37,633
Millions ofyen
2010
2011
2012
¥25,396
¥28,095
¥33,902
0
10,219
0
(139)
(73)
1,188
1,962
1,063
1,213
2,476
2,959
2,724
(1,600)
(2,353)
(315)
(1,600)
(2,353)
(315)
876
606
2,409
0
(6,008)
(1,079)
¥28,095
¥33,902
¥37,633
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥25,396
0
(139)
1,962
2,476
(1,600)
(1,600)
876
0
¥28,095
2011
¥28,095
10,219
(73)
1,063
2,959
(2,353)
(2,353)
606
(6,008)
¥33,902
2012
$412
0
14
15
33
(4)
(4)
29
(12)
$458

19. Stock-Based Compensation

The Company has a number of stock-based compensation plans as incentive plans for directors, executive officers, corporate auditors and selected employees.

Stock-option program

Since fiscal 2003, the Company has granted stock acquisition rights that have a vesting period between 1.67 and 1.92 years and an exercise period between 9.67 and 9.92 years. The acquisition rights were to purchase the Company’s common stock at an exercise price and were distributed to directors, executive officers, corporate

F-96

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

auditors and certain employees of the Company, subsidiaries and capital tie-up companies such as affiliated companies. As for fiscal 2010, 2011 and 2012, the Company has not granted stock options.

A summary of information related to the Company’s stock acquisition rights is as follows:

Years ended March 31,
2003 . . . . . . . . . . . . . . . . . . . . . .
2004 . . . . . . . . . . . . . . . . . . . . . .
2005 . . . . . . . . . . . . . . . . . . . . . .
2006 . . . . . . . . . . . . . . . . . . . . . .
2007 . . . . . . . . . . . . . . . . . . . . . .
2008 . . . . . . . . . . . . . . . . . . . . . .
2009 . . . . . . . . . . . . . . . . . . . . . .
Exerciseperiod
From June 27, 2004 to June 26, 2012
From June 26, 2005 to June 25, 2013
From June 24, 2006 to June 23, 2014
From June 22, 2007 to June 21, 2015
From June 21, 2008 to June 20, 2016
From July 5, 2009 to June 22, 2017
From July 18, 2010 to June 24, 2018
Number of shares
Initially granted
453,300
516,000
528,900
477,400
194,200
144,980
147,900
Exerciseprice Exerciseprice
Yen
¥ 7,206
6,991
11,720
18,903
29,611
31,009
16,888
U.S. dollars
$ 88
85
143
230
360
377
205

For the stock-option programs, the exercise prices, which are determined by a formula linked to the price of the Company’s common stock on the Tokyo Stock Exchange, are equal or greater than the fair market value of the Company’s common stock at the grant dates.

The following table summarizes information about the activity of these stock options for the year ended 2012:

Outstanding at beginning of the
year . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . .
Outstanding at end of year . . . . . .
Exercisable at end of year . . . . . .
Number of
shares
1,222,360
(7,700)
(166,840)
1,047,820
1,047,820
Weighted average
exerciseprice(*)
Yen
U.S. dollar
¥18,493
$225
7,072
86
15,834
193
19,001
231
¥19,001
$231
Weighted average
remaining
contractual life
Years
3.52
3.52
Aggregate intrinsic value Aggregate intrinsic value
Yen
¥18,493
7,072
15,834
19,001
¥19,001
Millions ofyen
¥107
¥107
Millions of
U.S. dollar
$ 1
$ 1
  • The exercise prices of the granted options were adjusted in July 2009 for the issuance of new 18 million shares.

The Company received ¥77 million, ¥98 million and ¥55 million ($1 million) in cash from the exercise of stock options during fiscal 2010, 2011 and 2012, respectively.

The total intrinsic value of options exercised during fiscal 2010, 2011 and 2012 was ¥6 million, ¥19 million and ¥5 million ($0 million), respectively.

The Company recognized incremental stock-based compensation costs of its stock-option program in the amount of ¥611 million and ¥142 million for fiscal 2010 and 2011, respectively. In fiscal 2012, the Company did not recognize any incremental stock-based compensation costs of its stock-option program. As of March 31, 2012, the total unrecognized compensation costs were nothing.

F-97

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Stock compensation program

The Company maintains a stock compensation program, under which points are granted annually to directors, executive officers and group executives of the Company based upon the prescribed standards of the Company. Upon retirement, each of eligible directors, executive officers, and group executives effectively receives a certain number of the Company’s common shares calculated by translating each point earned by that retiree to one common share adjusted for applicable withholding tax effect. The Company’s common shares are provided either from the treasury stock or by issuing new shares as necessary. In fiscal 2012, the Company granted 37,600 points, and 17,929 points were settled for individuals who retired during fiscal 2012. Total points outstanding under the stock compensation program as of March 31, 2012 were 142,679 points.

During fiscal 2010, 2011 and 2012, the Company recognized incremental stock-based compensation costs of its stock compensation program in the amount of ¥355 million, ¥255 million and ¥288 million ($4 million), respectively.

F-98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

20. Accumulated Other Comprehensive Income (Loss)

Changes in each component of accumulated other comprehensive income (loss) attributable to ORIX Corporation in fiscal 2010, 2011 and 2012 are as follows. Comprehensive income (loss) and its components attributable to ORIX Corporation and noncontrolling interests have been reported, net of tax, in the consolidated statements of changes in equity, and information about comprehensive income (loss) and its components attributable to redeemable noncontrolling interests is provided in Note 18 (“Redeemable Noncontrolling Interests”). Total comprehensive income (loss) and its components have been reported, net of tax, in the consolidated statements of comprehensive income.

Balance at March 31, 2009 . . . . . . . . . . . . . . . . . . . .
Net unrealized gains on investment in securities, net
of tax of ¥(6,610) million . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(1,206) million . . . . . . . . . . . . . . . . .
Defined benefit pension plans, net of tax of
¥(4,567) million . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(358) million . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax
of ¥(4,487) million . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(235) million . . . . . . . . . . . . . . . . . .
Net unrealized losses on derivative instruments, net
of tax of ¥743 million . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥323 million . . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at March 31, 2010 . . . . . . . . . . . . . . . . . . . .
Cumulative effect of applying new accounting
standards for the consolidation of variable interest
entities, net of tax of ¥2,265 million . . . . . . . . . . .
Balance at April 1, 2010 . . . . . . . . . . . . . . . . . . . . . .
Net unrealized gains on investment in securities, net
of tax of ¥(2,379) million . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(3,289) million . . . . . . . . . . . . . . . . .
Defined benefit pension plans, net of tax of
¥1,339 million . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥88 million . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax
of ¥245 million . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(31) million . . . . . . . . . . . . . . . . . . .
Net unrealized losses on derivative instruments, net
of tax of ¥488 million . . . . . . . . . . . . . . . . . . . . . .
Reclassification adjustment included in net income,
net of tax of ¥(150) million . . . . . . . . . . . . . . . . . .
Change during year . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Millions ofyen Millions ofyen
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Accumulated
other
comprehensive
income (loss)
¥ (5,615)
11,357
1,753
13,110
7,495
(3,597)
3,898
3,292
4,313
7,605
¥(16,221)
6,601
528
7,129
(9,092)
(9,092)
(1,934)
(72)
(2,006)
¥(71,791)
(6,199)
339
(5,860)
(77,651)
191
(77,460)
(18,158)
44
(18,114)
¥ 1,243
(630)
(824)
(1,454)
(211)
(211)
(1,011)
211
(800)
¥(92,384)
11,357
1,753
6,601
528
(6,199)
339
(630)
(824)
12,925
(79,459)
(3,406)
(82,865)
3,292
4,313
(1,934)
(72)
(18,158)
44
(1,011)
211
(13,315)

F-99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Millions ofyen
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Balance at March 31, 2011 . . . . . . . . . . . . . . . . . .
¥11,503
¥(11,098) ¥(95,574)
¥(1,011)
Net unrealized gains on investment in securities,
net of tax of ¥(2,820) million . . . . . . . . . . . . . . .
6,963
Reclassification adjustment included in net
income, net of tax of ¥1,463 million . . . . . . . . .
(2,321)
Defined benefit pension plans, net of tax of
¥1,807 million . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,292)
Reclassification adjustment included in net
income, net of tax of ¥(33) million . . . . . . . . . .
47
Foreign currency translation adjustments, net of
tax of ¥(335) million . . . . . . . . . . . . . . . . . . . . .
(118)
Reclassification adjustment included in net
income, net of tax of ¥0 million . . . . . . . . . . . . .
0
Net unrealized losses on derivative instruments,
net of tax of ¥450 million . . . . . . . . . . . . . . . . .
(974)
Reclassification adjustment included in net
income, net of tax of ¥198 million . . . . . . . . . . .
(181)
Change during year . . . . . . . . . . . . . . . . . . . . . . . .
4,642
(3,245)
(118)
(1,155)
Balance at March 31, 2012 . . . . . . . . . . . . . . . . . .
¥16,145
¥(14,343) ¥(95,692)
¥(2,166)
Millions of U.S. dollars
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Balance at March 31, 2011 . . . . . . . . . . . . . . .
$140
$(135)
$(1,163)
$(12)
Net unrealized gains on investment in
securities, net of tax of $(34) million . . . . .
84
Reclassification adjustment included in net
income, net of tax of $17 million . . . . . . . .
(28)
Defined benefit pension plans, net of tax of
$22 million . . . . . . . . . . . . . . . . . . . . . . . . . .
(40)
Reclassification adjustment included in net
income, net of tax of $0 million . . . . . . . . .
0
Foreign currency translation adjustments, net
of tax of $(4) million . . . . . . . . . . . . . . . . . .
(1)
Reclassification adjustment included in net
income, net of tax of $0 million . . . . . . . . .
0
Net unrealized losses on derivative
instruments, net of tax of $6 million . . . . . .
(12)
Reclassification adjustment included in net
income, net of tax of $2 million . . . . . . . . .
(2)
Change during year . . . . . . . . . . . . . . . . . . . . .
56
(40)
(1)
(14)
Balance at March 31, 2012 . . . . . . . . . . . . . . .
$196
$(175)
$(1,164)
$(26)
Millions ofyen
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Balance at March 31, 2011 . . . . . . . . . . . . . . . . . .
¥11,503
¥(11,098) ¥(95,574)
¥(1,011)
Net unrealized gains on investment in securities,
net of tax of ¥(2,820) million . . . . . . . . . . . . . . .
6,963
Reclassification adjustment included in net
income, net of tax of ¥1,463 million . . . . . . . . .
(2,321)
Defined benefit pension plans, net of tax of
¥1,807 million . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,292)
Reclassification adjustment included in net
income, net of tax of ¥(33) million . . . . . . . . . .
47
Foreign currency translation adjustments, net of
tax of ¥(335) million . . . . . . . . . . . . . . . . . . . . .
(118)
Reclassification adjustment included in net
income, net of tax of ¥0 million . . . . . . . . . . . . .
0
Net unrealized losses on derivative instruments,
net of tax of ¥450 million . . . . . . . . . . . . . . . . .
(974)
Reclassification adjustment included in net
income, net of tax of ¥198 million . . . . . . . . . . .
(181)
Change during year . . . . . . . . . . . . . . . . . . . . . . . .
4,642
(3,245)
(118)
(1,155)
Balance at March 31, 2012 . . . . . . . . . . . . . . . . . .
¥16,145
¥(14,343) ¥(95,692)
¥(2,166)
Millions of U.S. dollars
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Balance at March 31, 2011 . . . . . . . . . . . . . . .
$140
$(135)
$(1,163)
$(12)
Net unrealized gains on investment in
securities, net of tax of $(34) million . . . . .
84
Reclassification adjustment included in net
income, net of tax of $17 million . . . . . . . .
(28)
Defined benefit pension plans, net of tax of
$22 million . . . . . . . . . . . . . . . . . . . . . . . . . .
(40)
Reclassification adjustment included in net
income, net of tax of $0 million . . . . . . . . .
0
Foreign currency translation adjustments, net
of tax of $(4) million . . . . . . . . . . . . . . . . . .
(1)
Reclassification adjustment included in net
income, net of tax of $0 million . . . . . . . . .
0
Net unrealized losses on derivative
instruments, net of tax of $6 million . . . . . .
(12)
Reclassification adjustment included in net
income, net of tax of $2 million . . . . . . . . .
(2)
Change during year . . . . . . . . . . . . . . . . . . . . .
56
(40)
(1)
(14)
Balance at March 31, 2012 . . . . . . . . . . . . . . .
$196
$(175)
$(1,164)
$(26)
Millions ofyen Millions ofyen Millions ofyen Millions ofyen Millions ofyen
Net unrealized
gains (losses)
on investment
in securities
Defined
benefit
pension
plans
Foreign
currency
translation
adjustments
Net unrealized
gains (losses)
on derivative
instruments
Accumulated
other
comprehensive
income (loss)
¥11,503
6,963
(2,321)
4,642
¥16,145
¥(95,574)
(118)
0
(118)
¥(95,692)
¥(1,011)
(974)
(181)
(1,155)
¥(2,166)
¥(96,180)
6,963
(2,321)
(3,292)
47
(118)
0
(974)
(181)
124
¥(96,056)
Millions of U.S. dollars
Net unrealized
gains (losses)
on investment
in securities
$140
84
(28)
56
$196
Defined
benefit
pension
plans
$(135)
(40)
0
(40)
$(175)
Foreign
currency
translation
adjustments
$(1,163)
(1)
0
(1)
$(1,164)
Net unrealized
gains (losses)
on derivative
instruments
$(12)
(12)
(2)
(14)
$(26)
Accumulated
other
comprehensive
income (loss)
$(1,170)
84
(28)
(40)
0
(1)
0
(12)
(2)
1
$(1,169)

F-100

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

21. ORIX Corporation Shareholders’ Equity

Changes in the number of shares issued in fiscal 2010, 2011 and 2012 are as follows:

Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of shares Number of shares
2010
92,217,067
18,000,000
11,000
1,881
110,229,948
2011
110,229,948
0
14,000
1,898
110,245,846
2012
110,245,846
0
7,700
876
110,254,422

The Japanese Companies Act (the “Act”), effective on May 1, 2006, provides that an amount equivalent to 10% of any dividends resulting from appropriation of retained earnings be appropriated to the legal reserve until the aggregate amount of the additional paid-in capital and the legal reserve equals 25% of the issued capital. The Act also provides that both additional paid-in capital and the legal reserve are not available for dividends but may be capitalized or may be reduced by resolution of the general meeting of shareholders. However, by specifying in the Company’s articles of incorporation, dividends can be declared by the Board of Directors instead of the general meeting of shareholders. In accordance with this, the Board of Directors of the Company resolved in May 2012 that a total of ¥9,676 million ($118 million) dividends shall be distributed to the shareholders of record as of March 31, 2012. The liability for declared dividends and related impact on total equity is accounted for in the period of such Board of Directors’ resolution.

The Act provides that at least one-half of amounts paid for new shares are included in common stock when they are issued. In conformity therewith, the Company has divided the principal amount of bonds converted into common stock and proceeds received from the issuance of common stock, including the exercise of warrants and stock acquisition rights, equally between common stock and additional paid-in capital, and set off expenses related to the issuance from the additional paid-in capital. On July 21, 2009, the Company issued 18,000,000 shares of common stock primarily by way of a Japanese public offering and an international offering. As a result of those offerings, common stock and additional paid-in capital increased by ¥41,677 million and ¥41,347 million, respectively.

The amount available for dividends under the Act is calculated based on the amount recorded in the Company’s non-consolidated financial statements prepared in accordance with accounting principles generally accepted in Japan. As a result, the amount available for dividends is ¥243,823 million ($2,967 million) as of March 31, 2012.

Retained earnings at March 31, 2012 include ¥37,095 million ($451 million) relating to equity in undistributed earnings of the companies accounted for by the equity method.

As of March 31, 2012, the restricted net assets of certain subsidiaries, which include regulatory capital requirements mainly for banking operations and life insurance of ¥51,373 million ($625 million), do not exceed 25% of consolidated net assets.

F-101

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

22. Brokerage Commissions and Net Gains on Investment Securities

Brokerage commissions and net gains on investment securities in fiscal 2010, 2011 and 2012 consist of the following:

Brokerage commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gains on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
2010
2011
2012
¥ 3,418
¥
119
¥
24
14,862
16,656
22,468
5,072
4,344
4,419
¥23,352
¥21,119
¥26,911
Millions ofyen
2010
2011
2012
¥ 3,418
¥
119
¥
24
14,862
16,656
22,468
5,072
4,344
4,419
¥23,352
¥21,119
¥26,911
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥ 3,418
14,862
5,072
¥23,352
2011
¥
119
16,656
4,344
¥21,119
2012
$ 0
273
54
$327

Trading activities —Net gains on investment securities include net trading gains of ¥8,762 million, net trading gains of ¥4,607 million and net trading gains of ¥9,324 million ($113 million) for fiscal 2010, 2011 and 2012, respectively. Net losses of ¥239 million, net gains of ¥1,977 million and net losses of ¥ 1,188 million ($14 million) on derivative trading instruments are also included in net gains on investment securities for fiscal 2010, 2011 and 2012, respectively.

23. Life Insurance Operations

Life insurance premiums and related investment income in fiscal 2010, 2011 and 2012 consist of the following:

Life insurance premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Life insurance related investment income . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥116,836
11,471
¥128,307
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥104,133
11,305
¥115,438
2011
¥107,860
10,455
¥118,315
2012
$1,421
140
$1,561

The benefits and expenses of life insurance operations, included in life insurance costs in the consolidated statements of income, are recognized so as to associate with earned premiums over the life of contracts. This association is accomplished by means of the provision for future policy benefits and the deferral and subsequent amortization of policy acquisition costs (principally commissions and certain other expenses relating to policy issuance and underwriting). These policy acquisition costs are amortized over the respective policy periods in proportion to premium revenue recognized. Amortization charged to income for fiscal 2010, 2011 and 2012 amounted to ¥10,994 million, ¥9,661 million and ¥9,106 million ($111 million), respectively.

F-102

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

24. Other Operations

Other operating revenues and other operating expenses in fiscal 2010, 2011 and 2012 consist of the following:

Other operating revenues:
Revenues from the vehicle maintenance and management
services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues from commissions for M&A advisory services,
financing advice, financial restructuring advisory services and
related services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenues from facilities management of golf courses . . . . . . . . . .
Revenues from facilities management of hotels and Japanese
inns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses:
Expenses from the vehicle maintenance and management
services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses from facilities management of golf courses . . . . . . . . . .
Expenses from facilities management of hotels and Japanese
inns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥ 40,168
46,434
22,867
28,643
120,066
¥258,178
2012
¥ 31,752
20,222
26,038
72,059
¥150,071
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
2011
¥ 41,408
¥ 40,760
54,996
50,659
22,909
22,757
22,093
26,640
105,398
104,728
¥246,804
¥245,544
Millions ofyen
2012
$ 489
565
278
348
1,461
$3,141
Millions of
U.S. dollars
2010
¥ 34,837
19,395
21,382
60,141
¥135,755
2011
¥ 33,790
20,630
24,676
63,145
¥142,241
2012
$ 386
246
317
877
$1,826

Other items consist of revenues and expenses from training facilities and senior housing, operating results from a real estate related business, operating results from electric power related business, commissions for the sale of insurance and other financial products, and revenues and expenses from other operations, of which there were no items exceeding 10% of total other operating revenues and expenses in fiscal 2010, 2011 and 2012, respectively.

Gains and losses from the disposition of operating facilities included in other operating assets are not significant for fiscal 2010, 2011 and 2012.

25. Write-downs of Long-Lived Assets

In accordance with ASC 360-10 (“Property, Plant, and Equipment—Impairment or Disposal of Long-Lived Assets”), the Company and its subsidiaries perform tests for recoverability on assets for which events or changes in circumstances indicated that the assets might be impaired. The Company and its subsidiaries consider an asset’s carrying amount as not recoverable when such carrying amount exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset. The net carrying amount of assets not recoverable is reduced to fair value if lower than the carrying amount. We determine the fair value using appraisals prepared by independent third party appraisers or our own staff of qualified appraisers, based on recent

F-103

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

transactions involving sales of similar assets or other valuation techniques such as discounted cash flow methodologies using future cash flows estimated to be generated from operation of existing assets or completion of development projects, as appropriate.

During fiscal 2010, 2011 and 2012, the Company and certain subsidiaries recognized impairment losses for the difference between carrying amounts and fair values in the amount of ¥9,483 million, ¥20,310 million and ¥20,246 million ($246 million), respectively, which are reflected as write-downs of long-lived assets and income from discontinued operations. Of these amounts, ¥6,977 million, ¥17,400 million and ¥15,167 million ($185 million) are reflected as write-downs of long-lived assets in the accompanying consolidated statements of income for fiscal 2010, 2011 and 2012, respectively. Breakdowns of these amounts by segment are provided in Note 32 (“Segment Information”).

The details of significant write-downs are as follows.

Office Buildings —During fiscal 2010 and fiscal 2011, write-downs of ¥1,025 million and ¥2,464 million were recorded in relation to four office buildings and seven office buildings respectively, mainly due to a decline in estimated cash flows of each unit. During fiscal 2012, write-downs of ¥1,055 million ($13 million) were recorded for 17 office buildings held for sale, and write-downs of ¥605 million ($7 million) were recorded in relation to three office buildings due to a decline in estimated cash flows of each unit.

Condominiums —During fiscal 2010, write-downs of ¥2,451 million were recorded for 43 condominiums mainly held for sale. During fiscal 2011, write-downs of ¥1,353 million were recorded for 26 condominiums held for sale, and write-downs of ¥2,758 million were recorded in relation to 18 condominiums due to a decline in estimated cash flows of each unit. During fiscal 2012, write-downs of ¥1,108 million ($13 million) were recorded for 25 condominiums held for sale, and write-downs of ¥269 million ($3 million) were recorded in relation to five condominiums due to a decline in estimated cash flows of each unit.

Commercial Facilities Other Than Office Buildings —During fiscal 2010 and fiscal 2011, write-downs of ¥1,461 million and ¥5,284 million were recorded in relation to four buildings and 12 buildings respectively, mainly due to a decline in estimated cash flows of each unit. During fiscal 2012, write-downs of ¥385 million ($5 million) were recorded for seven buildings held for sale.

Land undeveloped or under construction —During fiscal 2010, write-downs of ¥1,678 million were recorded in relation to land undeveloped or under construction due to a decline in estimated cash flows of each unit. During fiscal 2011, there was no impairment. During fiscal 2012, write-downs of ¥2,220 million ($27 million) were recorded for land undeveloped or under construction held for sale, and write-downs of ¥6,983 million ($85 million) were recorded in relation to land undeveloped or under construction due to a decline in estimated cash flows of each unit.

Others —During fiscal 2010, 2011 and 2012, write-downs of ¥2,868 million, ¥8,451 million and ¥7,621 million ($93 million), respectively, for long-lived assets other than the above, mainly because the carrying amounts exceeded the estimated undiscounted future cash flows, which decreased due to deterioration in operating performance.

26. Discontinued Operations

ASC 205-20 (“Presentation of Financial Statements—Discontinued Operations”) requires that the Company and its subsidiaries reclassify the operations sold or to be disposed of by sale without significant continuing involvement in the operations to discontinued operations. Under this Codification Section, the Company and its

F-104

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

subsidiaries report the gains on sales and the results of these operations of subsidiaries, business units, and certain properties, which have been sold or are to be disposed of by sale, as income from discontinued operations in the accompanying consolidated statements of income. Revenues and expenses generated by the operations of such subsidiaries, business units and properties recognized in fiscal 2010 and 2011 have also been reclassified as income from discontinued operations in the accompanying consolidated statements of income.

During fiscal 2010, the Company completed the liquidation procedure for a subsidiary in Europe. A subsidiary sold its subsidiary which operated a spa in Japan, and the Company also sold a subsidiary which operated a real estate management and brokerage business in Japan. In addition, the Company recorded a gain in line with the dilution of the Company’s ownership share resulting from the issuance of new shares of its subsidiary which operated amusement parks in Japan. As a result, the Company recognized ¥2,810 million of aggregated gain during fiscal 2010.

During fiscal 2011, the Company and its subsidiary completed the liquidation procedure for a subsidiary in Japan which operated PFI (“Private Finance Initiative”) business for hospital management, and the Company wound up a subsidiary in Japan that was established in order to enter into derivative business. The Company sold a subsidiary which operated hairdressing business, and also sold a subsidiary which operated internet related business. In addition, a subsidiary sold its subsidiary in Japan, which operated consulting business in medical and nursing care field. As a result, ¥6,895 million of aggregated gain was recognized during fiscal 2011. Furthermore, the Company has determined to wind up a subsidiary in Japan, which operated asbestos removal business during fiscal 2011 and completed the liquidation procedure for the subsidiary in fiscal 2012.

During fiscal 2012, the Company and its subsidiaries sold a subsidiary which operated real-estate rental business, a subsidiary that operated a Japanese inn and hotel, a subsidiary that operated a golf course, a subsidiary that operated ski resorts, a subsidiary that operated a property management business and a subsidiary that operated a spa facility. In addition, the Company liquidated a kumiai , which was effectively a type of SPE, seeking for rent revenue. As a result of the sales and the liquidation, a loss of ¥361 million ($4 million) was recognized during fiscal 2012.

The Company and its subsidiaries own various real estate properties, including commercial and office buildings, for rental operations. In fiscal 2010, 2011 and 2012, the Company and its subsidiaries recognized ¥11,246 million, ¥7,498 million and ¥4,531 million ($55 million) of aggregated gains on sales of such real estate properties, respectively. In addition, the Company and its subsidiaries determined to dispose by sale of rental properties of ¥27,486 million and ¥33,933 million ($413 million) which are mainly included in investment in operating leases at March 31, 2011 and 2012, respectively.

Discontinued operations in fiscal 2010, 2011 and 2012 consist of the following:

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net* . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations, net of applicable tax effect . . . . . . . . .
Millions ofyen
2010
2011
2012
¥72,783
¥46,272
¥22,148
12,989
12,220
1,279
(7,019)
(6,771)
1,410
¥ 5,970
¥ 5,449
¥ 2,689
Millions ofyen
2010
2011
2012
¥72,783
¥46,272
¥22,148
12,989
12,220
1,279
(7,019)
(6,771)
1,410
¥ 5,970
¥ 5,449
¥ 2,689
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥72,783
12,989
(7,019)
¥ 5,970
2011
¥46,272
12,220
(6,771)
¥ 5,449
2012
$269
15
17
$ 32
  • Income from discontinued operations, net includes aggregate gains on sales of subsidiaries, business units, and rental properties in the amount of ¥14,056 million, ¥14,393 million and ¥4,170 million ($51 million) in fiscal 2010, 2011 and 2012, respectively.

F-105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

27. Per Share Data

Reconciliation of the differences between basic and diluted earnings per share (EPS) in fiscal 2010, 2011 and 2012 is as follows:

In fiscal 2010, the diluted EPS calculation excludes convertible bond for 2,475 thousand shares and stock options for 1,411 thousand shares, as they were antidilutive. In fiscal 2011, the diluted EPS calculation excludes stock options for 1,139 thousand shares, as they were antidilutive. In fiscal 2012, the diluted EPS calculation excludes stock options for 982 thousand shares, as they were antidilutive.

Income attributable to ORIX Corporation from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities—
Expense related to convertible bond . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations for diluted EPS computation . . . .
Weighted-average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities—
Conversion of convertible bond . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average shares for diluted EPS computation . . . . . . . . . . . . .
Earnings per share for income attributable to ORIX Corporation
from continuing operations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
Millions of
U.S. dollars
2010
2011
2012
2012
¥31,475
¥61,787
¥84,055
$1,023
1,305
2,393
2,364
28
¥32,780
¥64,180
¥86,419
$1,051
Thousands of shares
2010
2011
2012
. . . . . . . . .
101,901
107,489
107,509
. . . . . . . . .
21,664
24,412
24,411
. . . . . . . . .
86
107
123
. . . . . . . . .
123,651
132,008
132,043
Yen
U.S. dollars
2010
2011
2012
2012
¥308.87
¥574.83
¥781.84
$9.51
265.10
486.19
654.47
7.96
Millions ofyen
Millions of
U.S. dollars
2010
2011
2012
2012
¥31,475
¥61,787
¥84,055
$1,023
1,305
2,393
2,364
28
¥32,780
¥64,180
¥86,419
$1,051
Thousands of shares
2010
2011
2012
. . . . . . . . .
101,901
107,489
107,509
. . . . . . . . .
21,664
24,412
24,411
. . . . . . . . .
86
107
123
. . . . . . . . .
123,651
132,008
132,043
Yen
U.S. dollars
2010
2011
2012
2012
¥308.87
¥574.83
¥781.84
$9.51
265.10
486.19
654.47
7.96
Millions ofyen
Millions of
U.S. dollars
2010
2011
2012
2012
¥31,475
¥61,787
¥84,055
$1,023
1,305
2,393
2,364
28
¥32,780
¥64,180
¥86,419
$1,051
Thousands of shares
2010
2011
2012
. . . . . . . . .
101,901
107,489
107,509
. . . . . . . . .
21,664
24,412
24,411
. . . . . . . . .
86
107
123
. . . . . . . . .
123,651
132,008
132,043
Yen
U.S. dollars
2010
2011
2012
2012
¥308.87
¥574.83
¥781.84
$9.51
265.10
486.19
654.47
7.96
Millions ofyen
Millions of
U.S. dollars
2010
2011
2012
2012
¥31,475
¥61,787
¥84,055
$1,023
1,305
2,393
2,364
28
¥32,780
¥64,180
¥86,419
$1,051
Thousands of shares
2010
2011
2012
. . . . . . . . .
101,901
107,489
107,509
. . . . . . . . .
21,664
24,412
24,411
. . . . . . . . .
86
107
123
. . . . . . . . .
123,651
132,008
132,043
Yen
U.S. dollars
2010
2011
2012
2012
¥308.87
¥574.83
¥781.84
$9.51
265.10
486.19
654.47
7.96
Millions ofyen
Millions of
U.S. dollars
2010
2011
2012
2012
¥31,475
¥61,787
¥84,055
$1,023
1,305
2,393
2,364
28
¥32,780
¥64,180
¥86,419
$1,051
Thousands of shares
2010
2011
2012
. . . . . . . . .
101,901
107,489
107,509
. . . . . . . . .
21,664
24,412
24,411
. . . . . . . . .
86
107
123
. . . . . . . . .
123,651
132,008
132,043
Yen
U.S. dollars
2010
2011
2012
2012
¥308.87
¥574.83
¥781.84
$9.51
265.10
486.19
654.47
7.96
Millions of
U.S. dollars
Millions of
U.S. dollars
2010
¥31,475
1,305
¥32,780
. . . . . . . . .
. . . . . . . . .
. . . . . . . . .
. . . . . . . . .
2012
2010 2011 2012
107,509
24,411
123
132,043
U.S. dollars
2012
101,901
21,664
86
107,489
24,412
107
107,509
24,411
123
123,651 132,008 132,043
Yen
2010
¥308.87
265.10
2012
$9.51
7.96

28. Derivative Financial Instruments and Hedging

Risk management policy

The Company and its subsidiaries manage interest rate risk through asset and liability management systems. The Company and its subsidiaries use derivative financial instruments to hedge interest rate risk and avoid changes in interest rates having a significant adverse effect on the Company’s results of operations. As a result of interest rate changes, the fair value and/or cash flow of interest sensitive assets and liabilities will fluctuate. However, such fluctuation will generally be offset by using derivative financial instruments as hedging instruments. Derivative financial instruments that the Company and its subsidiaries use as part of the interest risk management include interest rate swaps.

The Company and its subsidiaries employ foreign currency borrowings, foreign exchange contracts, and foreign currency swap agreements to hedge risks that are associated with certain transactions and investments

F-106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

denominated in foreign currencies due to the potential for changes in exchange rates. Similarly, overseas subsidiaries generally structure their liabilities to match the currency-denomination of assets in each region.

By using derivative instruments, the Company and its subsidiaries are exposed to credit risk in the event of nonperformance by counterparties. The Company and its subsidiaries attempt to manage the credit risk by carefully evaluating the content of transactions and the quality of counterparties in advance and regularly monitoring the amount of notional principal, fair value, type of transaction and other factors pertaining to each counterparty.

(a) Cash flow hedges

The Company and its subsidiaries designate interest rate swap agreements, foreign currency swap agreements and foreign exchange contracts as cash flow hedges for variability of cash flows originating from floating rate borrowings and forecasted transactions and for exchange fluctuations. The forecasted transactions related to the above-mentioned agreements and contracts as of March 31, 2012 mature at various dates through 2024. Net gains (losses) before deducting applicable taxes on derivative contracts were reclassified from accumulated other comprehensive income (loss) into earnings when earnings were affected by the variability in cash flows of the designated hedged item. The amounts of these net gains (losses) after deducting applicable taxes were net gains of ¥824 million, net losses of ¥211 million and net gains of ¥181 million ($2 million) during fiscal 2010, 2011 and 2012, respectively. No amount of net gains (losses), which represent the ineffectiveness of cash flow hedges, was recorded in earnings for fiscal 2010, 2011 and 2012. Approximately ¥852 million ($10 million) of net derivative losses included in accumulated other comprehensive income (loss), net of applicable income taxes at March 31, 2012 will be reclassified into earnings within fiscal 2013.

(b) Fair value hedges

The Company and its subsidiaries use financial instruments designated as fair value hedges to hedge their exposure to interest rate risk and foreign currency exchange risk. The Company and its subsidiaries designate foreign currency swap agreements and foreign exchange contracts to minimize foreign currency exposures on lease receivables, loan receivables and borrowings, denominated in foreign currency. The Company and its subsidiaries designate interest rate swap to hedge interest rate exposure of the fair values of loan receivables. The Company and certain overseas subsidiaries, which issued medium-term notes or bonds with fixed interest rates, use interest rate swap contracts to hedge interest rate exposure of the fair values of these medium-term notes. In cases where the medium-term notes were denominated in other than the subsidiaries’ local currencies, foreign currency swap agreements are used to hedge foreign exchange rate exposure. A certain overseas subsidiary uses foreign currency long-term-debt to hedge foreign exchange rate exposure from unrecognized firm commitment. For fiscal 2010, 2011 and 2012, net losses of ¥307 million, ¥231 million and ¥265 million ($3 million) of hedge ineffectiveness associated with instruments designated as fair value hedges were recorded in earnings.

(c) Hedges of net investment in foreign operations

The Company uses foreign exchange contracts, borrowings and bonds denominated in the subsidiaries’ local currencies to hedge the foreign currency exposure of the net investment in overseas subsidiaries. The gains and losses of these hedging instruments were recorded in foreign currency translation adjustments, which is a part of other comprehensive income (loss).

(d) Trading derivatives or derivatives not designated as hedging instruments

The Company and its subsidiaries engage in trading activities with various future contracts. Therefore the Company and the subsidiaries are at various risks such as share price fluctuation risk, interest rate risk and

F-107

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

foreign currency exchange risk. The Company and the subsidiaries check that these risks are below a certain level by using internal indicators and determine whether such contracts should be continued or not. The Company and certain subsidiaries entered into interest rate swap agreements, foreign currency swap agreements and foreign exchange contracts for risk management purposes but not qualified for hedge accounting under ASC 815 (“Derivatives and Hedging”).

ASC 815-10-50 (“Derivatives and Hedging—Disclosures”) requires companies to disclose the fair value of derivative instruments and their gains (losses) in tabular format, as well as information about credit-risk-related contingent features in derivative agreements.

The effect of derivative instruments on the consolidated statements of income, pre-tax, for fiscal 2010 is as follows.

(1) Cash flow hedges

Interest rate swap
agreements . . . . . . . . . . . . . .
Foreign exchange contracts . . .
Foreign currency swap
agreements . . . . . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
(effectiveportion)
Millions
ofyen
¥ 1,070
(28)
(2,415)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Consolidated
statements of
income location
Millions
ofyen
Interest on loans and
investment securities/
Interest expense
¥
89
Foreign currency transaction
loss
28
Interest on loans and
investment securities/
Interest expense/Foreign
currency transaction loss
1,030
Gains (losses) recognized
in income on derivative
(ineffective portion and amount
excluded from effectiveness testing)
Gains (losses) recognized
in income on derivative
(ineffective portion and amount
excluded from effectiveness testing)
Consolidated
statements of
income location
Interest on loans and
investment securities/
Interest expense
Foreign currency transaction
loss
Interest on loans and
investment securities/
Interest expense/Foreign
currency transaction loss
Consolidated
statements of
income location


Millions
ofyen
¥
0
0
0

(2) Fair value hedges

Interest rate swap agreements . . . . . . . .
Foreign exchange contracts . . . . . . . . .
Foreign currency swap agreements . . .
Gains (losses) recognized
in income on derivative
Millions
ofyen
Consolidated
statements of
income location
¥ 924
Interest on loans and investment
securities/Interest expense
4,700
Foreign currency transaction loss
349
Foreign currency transaction loss
Gains (losses) recognized
in income on hedged item
Gains (losses) recognized
in income on hedged item
Millions
ofyen
¥ 924
4,700
349
Millions
ofyen
¥(1,231)
(4,700)
(349)
Consolidated
statements of
income location
Interest on loans and investment
securities/Interest expense
Foreign currency transaction loss
Foreign currency transaction loss

F-108

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(3) Hedges of net investment in foreign operations

Foreign exchange contracts . . . .
Borrowings and bonds in local
currency . . . . . . . . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
and others
(effectiveportion)
Millions
ofyen
¥
(45)
1,783
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Consolidated
statements of
income location
Millions
ofyen
Gains on sales of subsidiaries
and affiliates and liquidation
losses, net
¥820

0
Gains (losses) recognized
in income on derivative and others
(ineffective portion and amount
excluded from effectiveness testing)
Gains (losses) recognized
in income on derivative and others
(ineffective portion and amount
excluded from effectiveness testing)
Consolidated
statements of
income location
Gains on sales of subsidiaries
and affiliates and liquidation
losses, net
Consolidated
statements of
income location

Millions
ofyen
¥0
0

(4) Trading derivatives or derivatives not designated as hedging instruments

Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . . . . . . . . . . . . .
Futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held/written . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) recognized in income on derivative Gains (losses) recognized in income on derivative
Millions
ofyen
¥
14
998
(147)
67
383
(477)
Consolidated statements of income location
Other operating revenues/expenses
Other operating revenues/expenses
Brokerage commissions and net gains on investment
securities
Brokerage commissions and net gains on investment
securities
Other operating revenues/expenses
Other operating revenues/expenses

F-109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The effect of derivative instruments on the consolidated statements of income, pre-tax, for fiscal 2011 is as follows.

(1) Cash flow hedges

Interest rate swap agreements . . . . .
Foreign exchange contracts . . . . . .
Foreign currency swap
agreements . . . . . . . . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
(effectiveportion)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) recognized
in income on derivative
(ineffective portion and amount
excluded from effectiveness testing)
Consolidated
statements of
income location
Millions
ofyen

¥
0

0

0
Gains (losses) recognized
in income on derivative
(ineffective portion and amount
excluded from effectiveness testing)
Consolidated
statements of
income location
Millions
ofyen

¥
0

0

0
Millions
ofyen
Consolidated
statements of
income location
Millions
ofyen
Millions
ofyen
¥
598
526
(2,623)
Interest on loans and investment
securities/Interest expense
Foreign currency transaction loss
Interest on loans and investment
securities/Interest expense/Foreign
currency transaction loss
¥ 313
(291)
(383)
¥
0
0
0

(2) Fair value hedges

Interest rate swap agreements . . . . . . . .
Foreign exchange contracts . . . . . . . . . .
Foreign currency swap agreements . . . .
Foreign currency long-term-debt . . . . . .
Gains (losses) recognized
in income on derivative and other
Gains (losses) recognized
in income on derivative and other
Gains (losses) recognized
in income on hedged item
Millions
ofyen
Consolidated
statements of
income location
Millions
ofyen
¥(2,217)
(8,765)
(4,297)
(1,193)
Consolidated
statements of
income location
¥1,986
8,765
4,297
1,193
Interest on loans and investment
securities/Interest expense
Foreign currency transaction loss
Foreign currency transaction loss
Foreign currency transaction loss
Interest on loans and investment
securities/Interest expense
Foreign currency transaction loss
Foreign currency transaction loss
Foreign currency transaction loss

F-110

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(3) Hedges of net investment in foreign operations

Foreign exchange contracts . . . . . .
Borrowings and bonds in local
currency . . . . . . . . . . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
and others
(effectiveportion)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) recognized
in income on derivative and others
(ineffective portion and amount
excluded from effectiveness testing)
Gains (losses) recognized
in income on derivative and others
(ineffective portion and amount
excluded from effectiveness testing)
Millions
ofyen
Consolidated
statements of
income location
Millions
ofyen
Consolidated
statements of
income location
Millions
ofyen
¥
4,468
3,711
Gains on sales of
subsidiaries and affiliates
and liquidation losses, net
¥
39
0

¥
0
0

(4) Trading derivatives or derivatives not designated as hedging instruments

Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . . . . . . . . . . . . .
Futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held/written . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held and other . . . . . . . . . . . . . . . . . .
Gains (losses) recognized in income on derivative Gains (losses) recognized in income on derivative
Millions
ofyen
¥
34
(10)
1,897
(245)
(675)
660
Consolidated statements of income location
Other operating revenues/expenses
Other operating revenues/expenses
Brokerage commissions and net gains on investment
securities
Brokerage commissions and net gains on investment
securities
Other operating revenues/expenses
Other operating revenues/expenses

F-111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The effect of derivative instruments on the consolidated statements of income, pre-tax, for fiscal 2012 is as follows.

(1) Cash flow hedges

Interest rate swap
agreements . . . . . . . . . .
Foreign exchange
contracts . . . . . . . . . . .
Foreign currency swap
agreements . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
(effectiveportion)
Millions
ofyen
Millions of
U.S. dollars

¥(489)
$(6)

(526)
(7)

(409)
(5)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) recognized
in income on derivative
(ineffective portion and amount
excluded from effectiveness testing)
Consolidated
statements of
income location
Millions
ofyen
Millions of
U.S. dollars
Consolidated
statements
of income location
Millions
ofyen
Millions of
U.S. dollars
Interest on loans and
investment securities/
Interest expense
¥
44
$ 0

¥0
$0
Foreign currency
transaction loss
(696)
(8)

0
0
Interest on loans and
investment securities/
Interest expense/
Foreign currency
transaction loss
1,031
12

0
0

(2) Fair value hedges

Interest rate swap
agreements . . . . . . . . . . . . . .
Foreign exchange contracts . . .
Foreign currency swap
agreements . . . . . . . . . . . . . .
Foreign currency long-term-
debt . . . . . . . . . . . . . . . . . . . .
Gains (losses) recognized
in income on derivative and other
Gains (losses) recognized
in income on hedged item
Millions
ofyen
Millions of
U.S. dollars
Consolidated
statements of
income location
Millions
ofyen
Millions of
U.S. dollars
Consolidated
statements of
income location
¥4,072
$50
Interest on loans and
investment securities/Interest
expense
¥(4,337)
$(53)
Interest on loans and
investment securities/Interest
expense

972
12
Foreign currency transaction
loss
(972)
(12)
Foreign currency transaction
loss

227
3
Foreign currency transaction
loss
(227)
(3)
Foreign currency transaction
loss

69
1
Foreign currency transaction
loss
(69)
(1)
Foreign currency transaction
loss

F-112

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

(3) Hedges of net investment in foreign operations

Foreign exchange contracts . . . . . . . .
Borrowings and bonds in local
currency . . . . . . . . . . . . . . . . . . . . .
Gains (losses)
recognized
in other
comprehensive
income on
derivative
and others
(effectiveportion)
Gains (losses) reclassified from
accumulated other comprehensive
income (loss) into income
(effectiveportion)
Gains (losses) recognized
in income on derivative and others
(ineffective portion and amount
excluded from effectiveness testing)
Millions
ofyen
Millions of
U.S. dollars
Consolidated
statements of
income location
Millions
ofyen
Millions of
U.S. dollars
Consolidated
statements of
income location
Millions
ofyen
Millions of
U.S. dollars
¥(1,198)
$(15)

¥0
$0

¥0
$0

1,348
16

0
0

0
0

(4) Trading derivatives or derivatives not designated as hedging instruments

Interest rate swap agreements . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements . . . . . . . . . . . . . . . . .
Futures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held/written . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held and other . . . . . . . . . . . .
Gains (losses) recognized in income on derivative Gains (losses) recognized in income on derivative
Millions
ofyen
¥
23
24
(1,056)
615
(92)
137
Millions of
U.S. dollars
$ 0
0
(13)
7
(1)
2
Consolidated statements of income location
Other operating revenues/expenses
Other operating revenues/expenses
Brokerage commissions and net gains on investment
securities
Brokerage commissions and net gains on investment
securities
Other operating revenues/expenses
Other operating revenues/expenses

F-113

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Notional amounts of derivative instruments and other, fair values of derivative instruments and other in consolidated balance sheets at March 31, 2011 and 2012 are as follows.

March 31, 2011

Derivatives designated as hedging
instruments:
Interest rate swap agreements . . . . . . . . .
Futures, Foreign exchange contracts . . . .
Foreign currency swap agreements . . . . .
Foreign currency long-term-debt . . . . . .
Trading derivatives or derivatives not
designated as hedging instruments:
Interest rate swap agreements . . . . . . . . .
Options held/written, Caps held . . . . . . .
Futures, Foreign exchange contracts . . . .
Foreign currency swap agreements . . . . .
Credit derivatives held/written . . . . . . . .
Asset derivatives
Notional amount
Fair value
Consolidated
balance sheets
location
Millions
ofyen
Millions
ofyen
Asset derivatives Liability derivatives
Fair value
Consolidated
balance sheets
location
Millions
ofyen

¥276,132
¥ 2,070 Other receivables ¥ 1,273 Trade notes, accounts payable and other
liabilities

163,342
1,075 Other receivables
3,509 Trade notes, accounts payable and other
liabilities

179,429
13,072 Other receivables
31,830 Trade notes, accounts payable and other
liabilities

116,695
0

0


¥
3,129
¥
0

¥
47 Trade notes, accounts payable and other
liabilities

124,034
3,467 Other receivables
2,071 Trade notes, accounts payable and other
liabilities

227,640
1,558 Other receivables
1,459 Trade notes, accounts payable and other
liabilities

10,073
1,694 Other receivables
1,651 Trade notes, accounts payable and other
liabilities

36,027
49 Other receivables
236 Trade notes, accounts payable and other
liabilities

F-114

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) ORIX Corporation and Subsidiaries

March 31, 2012

March 31, 2012
Derivatives designated as
hedging instruments and
other:
Interest rate swap
agreements . . . . . . . . . .
Futures, Foreign exchange
contracts . . . . . . . . . . . .
Foreign currency swap
agreements . . . . . . . . . .
Foreign currency long-
term-debt . . . . . . . . . . . .
Trading derivatives or
derivatives not
designated as hedging
instruments:
Interest rate swap
agreements . . . . . . . . . .
Options held/written, Caps
held and other . . . . . . . .
Futures, Foreign exchange
contracts . . . . . . . . . . . .
Credit derivatives held . . .
Notional amount Asset derivatives Liability derivatives
Fair value
Consolidated
balance sheets
location
Millions
ofyen
Millions of
U.S. dollars
Fair value
Consolidated
balance sheets
location
Millions
ofyen
Millions of
U.S. dollars
Millions
ofyen
Millions of
U.S. dollars
¥234,523
$2,853

90,813
1,105

87,480
1,064
152,508
1,856
¥
1,329
$ 16
157,134
1,912
188,446
2,293

9,913
121
¥4,624
$56
Other receivables ¥1,253
$15
Trade notes, accounts
payable and other
liabilities
325
4
Other receivables
4,985
61
Trade notes, accounts
payable and other
liabilities
5,540
67
Other receivables
5,432
66
Trade notes, accounts
payable and other
liabilities
0
0

0
0

¥
0
$ 0

¥
24
$ 0
Trade notes, accounts
payable and other
liabilities
5,924
72
Other receivables
4,430
54
Trade notes, accounts
payable and other
liabilities
702
9
Other receivables
512
6
Trade notes, accounts
payable and other
liabilities
97
1
Other receivables
23
0
Trade notes, accounts
payable and other
liabilities

Certain of the Company’s derivative instruments contain provisions that require the Company to maintain an investment grade credit rating from each of the major credit rating agencies.

If the Company’s credit rating were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the derivative instruments could request immediate payment on derivative instruments that are in net liability positions.

There are no derivative instruments with credit-risk-related contingent features that are in a liability position on March 31, 2011 and 2012.

F-115

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

ASC 815-10-50 (“Derivatives and Hedging—Disclosures”) requires sellers of credit derivatives to disclose additional information about credit- risk-related potential payment risk.

The Company and its subsidiaries have contracted credit derivatives for the purpose of trading. Details of credit derivatives written are as follows as of March 31, 2011. There are no credit derivatives written as of March 31, 2012.

March 31, 2011

Types of derivatives
Credit default swap . . . . . . . . . . . . . . . . . . . . . .
Total return swap . . . . . . . . . . . . . . . . . . . . . . . .
The events or circumstances
that would require
the seller to perform under
the credit derivative
In case of credit event
(bankruptcy, failure to pay,
restructuring) occurring in
underlying reference
company1
In case of underlying
reference CMBS price falling
beyond certain extent
2
Maximum
potential amount of
future payment under
the credit derivative
Millions
ofyen
¥ 7,000
28,606
Approximate
remaining
term of
the credit
derivative
Less than
one year
Less than
one year
Fair value of
the credit
derivative
Millions
ofyen
¥
48
(236)
  • *1 Underlying reference company’s credit ratings are BBB+ or better rated by rating agencies as of March 31, 2011.

  • *2 Underlying reference CMBS is highest grade tranche and its credit rating is BBB or better rated by rating agencies as of March 31, 2011. Unless such highest grade tranche of CMBS incurs a loss, the Company and its subsidiaries will not suffer a loss.

29. Significant Concentrations of Credit Risk

The Company and its subsidiaries have established various policies and procedures to manage credit exposure, including initial credit approval, credit limits, collateral and guarantee requirements, obtaining rights of offset and continuous oversight. The Company and its subsidiaries’ principal financial instrument portfolio consists of investment in direct financing leases which are secured by title to the leased assets and installment loans which are secured by assets specifically collateralized in relation to loan agreements. When deemed necessary, guarantees are also obtained. The value and adequacy of the collateral are continually monitored. Consequently, the risk of credit loss from counterparties’ failure to perform in connection with collateralized financing activities is believed to be minimal. The Company and its subsidiaries have access to collateral in case of bankruptcy and other losses. However, a significant decline in real estate markets could result in a decline in fair value of the collateral real estate below the mortgage setting amount, which would expose the Company and certain subsidiaries to unsecured credit risk.

The Company and its subsidiaries make investments in securities for various purposes. The risk of incurring great loss during a certain period is believed to be minimal due to the diversification in the investment portfolio. However, various factors, including the issuer’s credit risk and market trends, would expose the Company and its subsidiaries to a risk of unexpected loss.

F-116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

At March 31, 2011 and 2012, no concentration with a single obligor exceeded 1% of consolidated total assets. With respect to the Company and its subsidiaries’ credit exposures on a geographic basis, ¥4,854 billion, or 76%, at March 31, 2011 and ¥4,733 billion ($57,584 million), or 77%, at March 31, 2012 of the credit risks arising from all financial instruments are attributable to customers located in Japan. The largest concentration of credit risks outside of Japan is exposure attributable to obligors located in the United States of America. The gross amount of such exposure is ¥1,001 billion and ¥858 billion ($10,442 million) as of March 31, 2011 and 2012, respectively. Since we adopted ASU 2009-16 and ASU 2009-17 on April 1, 2010, which changed the circumstances under which we are required to consolidate certain VIEs, the amounts above in relation to our exposure in the U.S. mainly include the effect of such consolidated VIEs.

The Company and its subsidiaries run businesses such as development and rental of commercial real estate and office buildings, condominium development and sales, hotel, golf course, and training facility operation. Real estate in development and rental business is mainly recorded in investment in direct financing leases and operating leases. In connection with investment in direct financing leases and operating leases, the percentage of investment in real estate to consolidated total assets is 12.7% and 12.5% as of March 31, 2011 and 2012, respectively.

The Company and its subsidiaries provide consumers with housing loans in Japan. In connection with installment loans, the percentage of housing loans to consolidated total assets is 9.62% and 10.38% as of March 31, 2011 and 2012, respectively.

F-117

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

30. Estimated Fair Value of Financial Instruments

The following information is provided to help readers gain an understanding of the relationship between amounts reported in the accompanying consolidated financial statements and the related market or fair value.

The disclosures include financial instruments and derivative financial instruments, except for investment in direct financing leases, investment in subsidiaries and affiliates, pension obligations and insurance contracts.

March 31, 2011

Trading instruments
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held/written:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held, and other:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-trading instruments
Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans (net of allowance for probable loan losses) . . . . . . . . . . . . . . . .
Investment in securities:
Practicable to estimate fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Not practicable to estimate fair value* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Carrying
amount
¥
71,991
1,524
1,254
49
236
3,467
2,071
¥ 732,127
118,065
5,148
2,850,215
937,129
166,261
478,633
1,065,175
4,531,268
1,109
3,714
14,766
33,481
2,070
1,320
Estimated
fair value
¥
71,991
1,524
1,254
49
236
3,467
2,071
¥ 732,127
118,065
5,148
2,860,886
937,541
166,261
478,633
1,070,513
4,491,271
1,109
3,714
14,766
33,481
2,070
1,320
  • The fair value of investment securities of ¥166,261 million was not estimated, as it was not practical.

F-118

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

March 31, 2012

Trading instruments
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held, and other:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-trading instruments
Assets:
Cash and cash equivalents . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans (net of allowance for
probable loan losses) . . . . . . . . . . . . . . . .
Investment in securities:
Practicable to estimate fair value . . . . .
Not practicable to estimate fair
value* . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Short-term debt . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Millions ofyen
Carrying
amount
¥
12,817
692
482
97
23
5,924
4,430
¥ 786,892
123,295
24,070
2,650,162
935,495
199,078
¥ 457,973
1,103,514
4,267,480
335
5,015
5,540
5,432
4,624
1,277
Estimated
fair value
¥
12,817
692
482
97
23
5,924
4,430
¥ 786,892
123,295
24,070
2,669,196
938,314
199,078
¥ 457,973
1,107,440
4,262,612
335
5,015
5,540
5,432
4,624
1,277
Level 1
¥
384
649
412
0
0
0
0
¥786,892
123,295
0
0
173,056
0
¥
0
0
0
0
0
0
0
0
0
Level 2
¥
12,433
43
70
97
23
631
4,430
¥
0
0
24,070
78,934
521,603
0
¥ 457,973
1,107,440
1,491,620
335
5,015
5,540
5,432
4,624
1,277
Level 3
¥
0
0
0
0
0
5,293
0
¥
0
0
0
2,590,262
243,655
0
¥
0
0
2,770,992
0
0
0
0
0
0

F-119

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Trading instruments
Trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit derivatives held:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options held/written, Caps held, and other:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-trading instruments
Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . .
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . .
Installment loans (net of allowance for
probable loan losses) . . . . . . . . . . . . . . . . . .
Investment in securities:
Practicable to estimate fair value . . . . . . .
Not practicable to estimate fair value* . . .
Liabilities:
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .
Futures, Foreign exchange contracts:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap agreements:
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions of U.S. dollars Millions of U.S. dollars Millions of U.S. dollars
Carrying
amount
$ 156
8
6
1
0
72
54
$ 9,574
1,500
293
32,244
11,382
2,422
$ 5,572
13,426
51,922
4
61
67
66
56
16
Estimated
fair value
$ 156
8
6
1
0
72
54
$ 9,574
1,500
293
32,476
11,416
2,422
$ 5,572
13,474
51,863
4
61
67
66
56
16
Level 1
$ 5
7
5
0
0
0
0
$ 9,574
1,500
0
0
2,105
0
$ 0
0
0
0
0
0
0
0
0
Level 2
$ 151
1
1
1
0
8
54
$ 0
0
293
960
6,346
0
$ 5,572
13,474
18,148
4
61
67
66
56
16
Level 3
$ 0
0
0
0
0
64
0
$ 0
0
0
31,516
2,965
0
$ 0
0
33,715
0
0
0
0
0
0
  • The fair value of investment securities of ¥199,078 million ($2,422 million) was not estimated, as it was not practical.

Input level of fair value measurement

If active market prices are available, fair value measurement is based on quoted active market prices and classified as Level 1. If active market prices are not available, fair value measurement is based on observable inputs other than quoted prices included within Level 1 and classified as Level 2. If market prices are not available and there are no observable inputs, then fair value is estimated by using valuation models including discounted cash flow methodologies, commonly used option-pricing models and broker quotes and classified as Level 3, as the valuation models and broker quotes are based on inputs that are unobservable in the market.

F-120

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Estimation of fair value

The following methods and significant assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate a value:

Cash and cash equivalents, restricted cash, time deposits and short-term debt —The carrying amounts recognized in the balance sheets were determined to be reasonable estimates of their fair values due to their short maturity.

Installment loans —The carrying amounts of floating-rate installment loans with no significant changes in credit risk and which could be repriced within a short-term period were determined to be reasonable estimates of their fair values. The carrying amounts of purchased loans were determined to be reasonable estimates of their fair values because the carrying amounts (net of allowance) are considered to properly reflect the recoverability and value of these loans. For certain homogeneous categories of medium- and long-term fixed-rate loans, such as housing loans, the estimated fair values were calculated by discounting the future cash flows using the current interest rates charged by the Company and its subsidiaries for new loans made to borrowers with similar credit ratings and remaining maturities. Concerning above, if available, estimated fair values were based on quoted market prices or quotations provided by dealers.

Investment in securities —For trading securities and available-for-sale securities other than specified bonds issued by SPEs and certain other mortgage-backed and asset-backed securities, the estimated fair values, which are also the carrying amounts recorded in the balance sheets, were generally based on quoted market prices or quotations provided by dealers. As for the specified bonds issued by the SPEs and certain other mortgage-backed and asset-backed securities included in available-for-sale securities, the Company and its subsidiaries estimated the fair value by using valuation models including discounted cash flow methodologies, commonly used optionpricing models and broker quotes (see Note 2). For held-to-maturity securities, the estimated fair values were based on quoted market prices. For certain investment funds included in other securities, the fair values are estimated based on net asset value per share. With regard to other securities other than the investment funds described above, the Company and its subsidiaries have not estimated the fair value, as it is not practicable to do so. Those other securities mainly consist of non-marketable equity securities and preferred capital shares. Because there were no quoted market prices for such other securities and each security has a different nature and characteristics, reasonable estimates of fair values could not be made without incurring excessive costs.

Deposits —The carrying amounts of demand deposits recognized in the consolidated balance sheets were determined to be reasonable estimates of their fair values. The estimated fair values of time deposits were calculated by discounting the future cash flows. The current interest rates offered for the deposits with similar terms and remaining average maturities were used as the discount rates.

Long-term debt —The carrying amounts of long-term debt with floating rates which could be repriced within short-term periods were determined to be reasonable estimates of their fair values. For medium-and longterm fixed-rate debt, the estimated fair values were calculated by discounting the future cash flows. The borrowing interest rates that were currently available to the Company and its subsidiaries offered by financial institutions for debt with similar terms and remaining average maturities were used as the discount rates. Concerning above, if available, estimated fair values were based on quoted market prices or quotations provided by dealers.

Derivatives —For exchange-traded derivatives, fair value is based on quoted market prices. Fair value estimates for other derivatives generally reflect the estimated amounts that the Company and its subsidiaries would receive or pay to terminate the contracts at the reporting date, thereby taking into account the current

F-121

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

unrealized gains or losses of open contracts. Discounted amounts of future cash flows using the current interest rate are used when estimating the fair values for most of the Company’s and its subsidiaries’ derivatives.

31. Commitments, Guarantees and Contingent Liabilities

Commitments —As of March 31, 2012, the Company and its subsidiaries have commitments for the purchase of equipment to be leased, having a cost of ¥12,337 million ($150 million).

The minimum future rentals on non-cancelable operating leases are as follows.

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥ 3,653
3,325
2,362
2,157
2,070
15,771
¥29,338
Millions of
U.S. dollars
Millions of
U.S. dollars
$ 44
40
29
26
25
193
$357

The Company and its subsidiaries lease office space under operating lease agreements, which are primarily cancelable, and made rental payments totaling ¥9,571 million, ¥8,131 million and ¥7,681 million ($93 million) in fiscal 2010, 2011 and 2012, respectively.

Certain computer systems of the Company and its subsidiaries have been operated and maintained under non-cancelable contracts with third-party service providers. For such services, the Company and its subsidiaries made payments totaling ¥1,029 million, ¥759 million and ¥442 million ($5 million) in fiscal 2010, 2011 and 2012, respectively. The longest contract of them will mature in fiscal 2016. As of March 31, 2012, the amounts due are as follows:

Years ending March 31,
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen
¥157
97
97
35
¥386
Millions of
U.S. dollars
$2
1
1
1
$5

The Company and its subsidiaries have commitments to fund estimated construction costs to complete ongoing real estate development projects and other commitments, totaling ¥79,224 million ($964 million) as of March 31, 2012.

The Company and its subsidiaries have agreements to commit to execute loans for consumers, and to invest in funds, as long as the agreed-upon terms are met. As of March 31, 2012, the total unused credit and capital amount available is ¥97,235 million ($1,183 million).

F-122

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Guarantees —The Company and its subsidiaries apply ASC 460-10 (“Guarantees”), and at the inception of a guarantee recognize a liability in the consolidated balance sheets for the fair value of the guarantee within the scope of ASC 460-10. The following table represents the summary of potential future payments, book value recorded as guarantee liabilities of the guarantee contracts outstanding and maturity of the longest guarantee contracts as of March 31, 2011 and 2012:

Guarantees
Corporate loans . . . . . .
Transferred loans . . . . .
Housing loans . . . . . . . .
Other . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . .
2011 Fiscal
year
Maturity
of the
longest
contract
2018
2043
2051
2018
2012 Fiscal
year
Maturity
of the
longest
contract
2026
2043
2051
2024
2012 2012 2012
Millions ofyen
Book
value of
guarantee
liabilities
¥1,958
2,218
2,353
4
¥6,533
Millions ofyen
Book
value of
guarantee
liabilities
¥1,577
3,869
4,536
7
¥9,989
Millions of
U.S. dollars
Potential
future
payment
¥325,557
166,936
16,949
294
¥509,736
Potential
future
payment
¥360,436
162,554
19,511
1,991
¥544,492
Potential
future
payment
$4,385
1,978
238
24
$6,625
Book
value of
guarantee
liabilities
$ 19
47
56
0
$122

Guarantee of corporate loans: The Company and certain subsidiaries mainly guarantee corporate loans issued by financial institutions for customers. The Company and its subsidiaries are obliged to pay the outstanding loans when the guaranteed customers fail to pay principal and/or interest in accordance with the contract terms. In some cases, the corporate loans are secured by the guaranteed customers’ assets. Once the Company and its subsidiaries assume the guaranteed customers’ obligation, the Company and its subsidiaries obtain a right to claim the collateral assets. In other cases, certain contracts that guarantee corporate loans issued by financial institutions for customers include contracts that the amounts of performance guarantee are limited to a range of guarantee commissions. As of March 31, 2011 and March 31, 2012, total notional amount of the loans subject to such guarantees are ¥1,227,000 million and ¥1,234,000 million ($15,014 million) respectively, and book value of guarantee liabilities which amount is included in the table above are ¥702 million and ¥666 million ($8 million), respectively. The potential future payment amounts included in the table above for these guarantees are limited to the agreed range of the guarantee commissions, which are less than the total notional amounts of the loans subject to these guarantees.

Payment or performance risk of the guarantees is considered based on the historical experience of credit events. There have been no significant changes in the payment or performance risk of the guarantees in fiscal 2012.

Guarantee of Transferred loans: A subsidiary in the United States is authorized to underwrite, originate, fund, and service multi-family and seniors housing loans without prior approval from Federal National Mortgage Association (“Fannie Mae”) under Fannie Mae’s Delegated Underwriting and Servicing program. As part of this program, Fannie Mae provides a commitment to purchase the loans.

In return for the delegated authority, the subsidiary guarantees the performance of certain housing loans transferred to Fannie Mae and has the payment or performance risk of the guarantees to absorb some of the losses when losses arise from the transferred loans.

There have been no significant changes in the payment or performance risk of the guarantees in fiscal 2012.

F-123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Guarantee of housing loans: The Company and certain subsidiaries guarantee housing loans issued by Japanese financial institutions to third party individuals. The Company and its subsidiaries are typically obliged to pay the outstanding loans when these loans become delinquent more than three months. The housing loans are usually secured by the real properties. Once the Company and its subsidiaries assume the guaranteed parties’ obligation, the Company and its subsidiaries obtain a right to claim the collateral assets.

Other guarantees: Other guarantees include the guarantees to financial institutions and the guarantees derived from collection agency agreements. Pursuant to the contracts of the guarantees to financial institutions, a subsidiary pays to the financial institutions when customers of the financial institutions become debtors and default on the debts. Pursuant to the agreements of the guarantees derived from collection agency agreements, the Company and certain subsidiaries collect third parties’ debt and pay the uncovered amounts.

Litigation The Company and its subsidiaries are involved in legal proceedings and claims in the ordinary course of business. In the opinion of management, none of such proceedings and claims will have a significant impact on the Company’s financial position or results of operations.

32. Segment Information

Financial information about its operating segments reported below is information that is separately available and evaluated regularly by the management in deciding how to allocate resources and in assessing performance.

In line with a change of management classification, from September 1, 2011, the environment and energy related businesses, which were heretofore included in the Corporate Financial Services segment, have been included in the Investment Banking segment, and the Investment Banking segment has been renamed the Investment and Operation segment.

Due to these changes, the reclassified figures are shown for the years ended March 31, 2010 and 2011.

An overview of operations for each of the six segments follows below.

Corporate Financial Services : Lending, leasing, commission business for the sale of financial products Maintenance Leasing : Automobile leasing and rentals, car sharing, and precision measuring and ITrelated equipment rentals and leasing Real Estate : Real estate development, rental and financing, facility operation, REIT asset management, real estate investment and advisory services Investment and Operation : Loan servicing (asset recovery), principal investment, venture capital and the environment and energy-related businesses Retail : Life insurance, banking, and card loan business Overseas Business : Leasing, lending, investment in bonds, investment banking, and ship- and aircraft-related operations

F-124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Financial information of the segments for the years ended March 31, 2010, 2011 and 2012 is as follows:

Year ended March 31, 2010
Revenues . . . . . . . . . . . . . . . .
Interest revenue . . . . . . . . . . .
Interest expense . . . . . . . . . .
Depreciation and
amortization . . . . . . . . . . .
Other significant non-cash
items:
Provision for doubtful
receivables and probable
loan losses . . . . . . . . . . .
Write-downs of long-lived
assets . . . . . . . . . . . . . . .
Increase (Decrease) in
policy liabilities . . . . . .
Equity in net income (loss) of
affiliates and gains (losses)
on sales of subsidiaries and
affiliates and liquidation
losses, net . . . . . . . . . . . . .
Discontinued operations . . . .
Segment profits (losses) . . . .
Segment assets . . . . . . . . . . .
Long-lived assets . . . . . . . . .
Expenditures for long-lived
assets . . . . . . . . . . . . . . . . .
Investment in affiliates . . . . .
Millions ofyen Millions ofyen
Corporate
Financial
Services
¥
84,167
33,511
18,455
10,776
40,533
152
0
613
(77)
(19,481)
1,140,251
25,626
4,623
15,605
Maintenance
Leasing
¥226,179
74
5,611
100,316
2,013
0
0
86
0
23,307
515,716
303,809
77,261
631
Real Estate
¥ 215,001
16,021
21,131
17,305
9,521
4,379
0
3,747
12,732
138
1,677,402
1,013,190
51,001
82,768
Investment
and
Operation
¥ 87,318
24,339
7,393
2,199
2,278
283
0
(6,233)
917
(2,350)
511,333
48,540
765
56,704
Retail
¥ 155,491
34,174
10,580
14,241
9,277
0
(32,927)
19,039
104
31,104
1,578,758
44,838
24
167,293
Overseas
Business
¥185,906
26,926
17,273
29,206
7,901
2,163
0
8,635
(733)
37,142
860,815
133,462
26,939
86,700
Total
¥ 954,062
135,045
80,443
174,043
71,523
6,977
(32,927)
25,887
12,943
69,860
6,284,275
1,569,465
160,613
409,701

F-125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Year ended March 31, 2011
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest revenue . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . .
Other significant non-cash items:
Provision for doubtful receivables and
probable loan losses . . . . . . . . . . . . . . .
Write-downs of long-lived assets . . . . . . .
Increase (Decrease) in policy liabilities . .
Equity in net income (loss) of affiliates and
gains (losses) on sales of subsidiaries and
affiliates and liquidation losses, net . . . . .
Discontinued operations . . . . . . . . . . . . . . . .
Segment profits . . . . . . . . . . . . . . . . . . . . . . .
Segment assets . . . . . . . . . . . . . . . . . . . . . . .
Long-lived assets . . . . . . . . . . . . . . . . . . . . .
Expenditures for long-lived assets . . . . . . . .
Investment in affiliates . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen Millions ofyen
Corporate
Financial
Services
Maintenance
Leasing
Real Estate Investment
and
Operation
Retail Overseas
Business
Total
¥ 79,305
23,830
12,877
5,605
12,718
104
0
487
121
10,035
968,327
37,919
3,744
15,993
¥225,830
189
4,998
98,577
1,955
0
0
157
0
26,203
502,738
312,261
118,283
710
¥ 217,590
13,181
18,706
17,148
1,131
13,278
0
2,585
7,004
54
1,539,814
1,016,039
40,270
84,325
¥ 89,595
24,083
6,639
1,760
6,772
996
0
1,333
6,225
13,212
506,011
45,139
6,168
55,151
¥ 148,768 ¥176,875 ¥ 937,963
28,171
34,841
124,295
8,980
16,931
69,131
11,129
27,662
161,881
1,409
3,226
27,211
0
1,770
16,148
(11,692)
0
(11,692)
52
13,382
17,996
87
(51)
13,386
23,777
45,639
118,920
1,653,704
972,224
6,142,818
42,686
193,724
1,647,768
86
58,156
226,707
110,375
106,813
373,367

F-126

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

Year ended March 31, 2012
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest revenue . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . .
Other significant non-cash items:
Provision for doubtful receivables and
probable loan losses . . . . . . . . . . . . . . . . .
Write-downs of long-lived assets . . . . . . . .
Increase (Decrease) in policy liabilities . . . .
Equity in net income (loss) of affiliates and
gains (losses) on sales of subsidiaries and
affiliates and liquidation losses, net . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Segment profits . . . . . . . . . . . . . . . . . . . . . . . .
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived assets . . . . . . . . . . . . . . . . . . . . . . .
Expenditures for long-lived assets . . . . . . . . . .
Investment in affiliates . . . . . . . . . . . . . . . . . . .
Millions ofyen
Corporate
Financial
Services
Maintenance
Leasing
Real Estate
Investment
and
Operation
Retail
Overseas
Business
Total
¥ 72,449
¥231,951
¥ 222,631 ¥ 73,293 ¥ 160,071 ¥187,240 ¥ 947,635

19,901
343
10,729
21,716
29,041
32,212
113,942

9,759
4,186
16,188
5,757
7,195
19,212
62,297

3,420
98,810
19,427
1,814
10,849
28,194
162,514

2,278
10
2,988
7,471
1,128
3,811
17,686

793
0
11,311
713
0
798
13,615

0
0
0
0
6,321
0
6,321

687
146
1,310
7,033
(9,996)
6,299
5,479

475
0
(644)
(401)
592
666
688

21,532
34,710
1,349
15,983
21,825
49,768
145,167

898,776
537,782
1,369,220
471,145
1,738,454 986,762 6,002,139

27,029
327,489
977,102
33,964
44,986 195,207 1,605,777

909
126,779
22,945
507
14
63,506
214,660

16,842
880
84,697
61,469
79,255
88,564
331,707

Millions of U.S. dollars

Millions of U.S. dollars
Year ended March 31, 2012
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest revenue . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . .
Other significant non-cash items:
Provision for doubtful receivables and
probable loan losses . . . . . . . . . . . . . . . . .
Write-downs of long-lived assets . . . . . . . .
Increase (Decrease) in policy liabilities . . . .
Equity in net income (loss) of affiliates and
gains (losses) on sales of subsidiaries and
affiliates and liquidation losses, net . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Segment profits . . . . . . . . . . . . . . . . . . . . . . . .
Segment assets . . . . . . . . . . . . . . . . . . . . . . . . .
Long-lived assets . . . . . . . . . . . . . . . . . . . . . . .
Expenditures for long-lived assets . . . . . . . . . .
Investment in affiliates . . . . . . . . . . . . . . . . . . .
Corporate
Financial
Services
Maintenance
Leasing
Real Estate
Investment
and
Operation
Retail
Overseas
Business
Total
$ 881
$ 2,822
$ 2,709 $ 892 $ 1,948 $ 2,278 $ 11,530

242
4
131
264
353
392
1,386

119
51
197
70
88
233
758

42
1,202
236
22
132
343
1,977

28
0
36
91
14
46
215

10
0
137
9
0
10
166

0
0
0
0
77
0
77

8
2
16
86
(122)
77
67

6
0
(8)
(5)
7
8
8

262
422
16
194
266
606
1,766

10,935
6,543
16,659
5,733
21,152
12,006
73,028

329
3,985
11,888
413
547
2,375
19,537

11
1,543
279
6
0
773
2,612

205
11
1,031
748
964
1,077
4,036

Segment figures reported in these tables include operations classified as discontinued operations in the accompanying consolidated statements of income.

The accounting policies of the segments are almost the same as those described in Note 1 (“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, discontinued operations and the consolidation of certain variable interest entities (VIEs). Most of selling, general and

F-127

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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. Since the Company and its subsidiaries evaluate performance for the segments based on profit or loss before income taxes, tax expenses are not included in segment profits or losses. Net income attributable to the noncontrolling interests, net income attributable to the redeemable noncontrolling interests and discontinued operations, which are recognized net of tax, are adjusted to profit or loss before income tax. Gains and losses that management does not consider for evaluating the performance of the segments, such as write-downs of certain securities and certain foreign exchange gains or losses 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, other operating assets, inventories, advances for investment in operating leases (included in other assets) and investment in affiliates. This has resulted in the depreciation of office facilities being included in each segment’s profit or loss while the carrying amounts of corresponding assets are not allocated to each segment’s assets. However, the effect resulting from this allocation is not significant.

For those VIEs that are used for securitization and are consolidated in accordance with ASC 810-10 (“Consolidations”), for which the VIE’s 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.

F-128

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

The reconciliation of segment totals to consolidated financial statement amounts is as follows. Significant items to be reconciled are segment revenues, segment profits and segment assets. Other items do not have a significant difference between segment amounts and consolidated amounts.

Segment revenues:
Total revenues for segments . . . . . . . . . . . . . . . . . . . . .
Revenues related to corporate assets . . . . . . . . . . . . . .
Revenues related to certain VIEs . . . . . . . . . . . . . . . . .
Revenues from discontinued operations . . . . . . . . . . . .
Total consolidated revenues . . . . . . . . . . . . . . . . . . . . .
Segment profits:
Total profits for segments . . . . . . . . . . . . . . . . . . . . . . .
Corporate interest expenses, general and
administrative expenses . . . . . . . . . . . . . . . . . . . . . .
Corporate write-downs of securities . . . . . . . . . . . . . . .
Corporate net gains (losses) on investment
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate other gains (losses) . . . . . . . . . . . . . . . . . . .
Gains (losses) related to assets or liabilities of certain
VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to the noncontrolling interests
and net income attributable to the redeemable
noncontrolling interests . . . . . . . . . . . . . . . . . . . . . .
Total consolidated income before income taxes and
discontinued operations . . . . . . . . . . . . . . . . . . . . . .
Segment assets:
Total assets for segments . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, restricted cash and time
deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful receivables on direct
financing leases and probable loan losses . . . . . . . .
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other corporate assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets of certain VIEs . . . . . . . . . . . . . . . . . . . . . . . . .
Total consolidated assets . . . . . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen 2012
¥ 947,635
5,564
41,833
(22,148)
¥ 972,884
¥ 145,167
(14,690)
0
0
(3,689)
2,583
(1,279)
2,392
¥ 130,484
¥6,002,139
934,257
(136,588)
188,108
501,023
865,935
¥8,354,874
Millions of
U.S. dollars
2010
¥ 954,062
5,818
3,455
(72,783)
¥ 890,552
¥
69,860
(276)
(887)
173
(3,004)
0
(12,989)
3,180
¥
56,057
¥6,284,275
717,121
(157,523)
210,521
485,746
199,660
¥7,739,800
2011
¥ 937,963
3,440
51,747
(46,272)
¥ 946,878
¥ 118,920
(11,852)
(615)
203
(4,876)
(1,591)
(12,220)
5,332
¥
93,301
¥6,142,818
855,340
(154,150)
182,013
543,728
1,011,833
¥8,581,582
2012
$ 11,530
67
509
(269)
$ 11,837
$ 1,766
(187)
0
0
(36)
31
(15)
29
$ 1,588
$ 73,028
11,367
(1,662)
2,289
6,095
10,536
$101,653

From April 1, 2010, certain assets and revenues related to certain VIEs and certain gains (losses) related to assets or liabilities of certain VIEs are included in the reconciliation of segment totals to consolidated financial statement amounts. Due to these changes, the reclassified figures are shown for the year ended March 31, 2010.

F-129

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ORIX Corporation and Subsidiaries

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.

Total Revenues . . . . . . . . . . . . . . .
Income before income Taxes . . . .
Total Revenues . . . . . . . . . . . . . . .
Income before income Taxes . . . .
Total Revenues . . . . . . . . . . . . . . .
Income before income Taxes . . . .
Total Revenues . . . . . . . . . . . . . . .
Income before income Taxes . . . .
Millions ofyen Millions ofyen
Year Ended March 31, 2010
Japan
¥784,537
33,180
America*2
¥ 96,879
18,743
Other*3
¥81,919
17,123
Difference between Geographic Total
and Consolidated Amounts
¥(72,783)
(12,989)
Millions ofyen
Consolidated
Amounts
¥890,552
56,057
Year Ended March 31, 2011
Japan
¥771,403
62,477
America*2
¥138,975
18,411
Other*3
¥82,772
24,633
Difference between Geographic Total
and Consolidated Amounts
¥(46,272)
(12,220)
Millions ofyen
Consolidated
Amounts
¥946,878
93,301
Year Ended March 31, 2012
Japan
¥768,955
77,439
America*2
¥130,717
26,894
Other*3
Difference between Geographic Total
and Consolidated Amounts
¥95,360
¥(22,148)
27,430
(1,279)
Millions of U.S. dollars
Consolidated
Amounts
¥972,884
130,484
Year Ended March 31, 2012
Japan
$ 9,356
942
America*2
$ 1,590
327
Other*3
$ 1,160
334
Difference between Geographic Total
and Consolidated Amounts
$ (269)
(15)
Consolidated
Amounts
$ 11,837
1,588

*Note: 1. Results of discontinued operations are included in each amount attributed to each geographic area. 2. Mainly United States

  1. Mainly Asia, Europe, Oceania and Middle East

ASC 280-10 (“Segment Reporting”) requires disclosure of revenues from external customers for each product and service as enterprise-wide information. The consolidated statements of income in which the revenues are categorized based on the nature of the types of business conducted include the required information.

No single customer accounted for 10% or more of the total revenues for the years ended March 31, 2010, 2011 and 2012.

33. Subsequent Events

On April 26, 2012, the Company entered into an agreement with Sumitomo Mitsui Banking Corporation, (hereinafter, “SMBC”) to transfer all shares (4,004,824 shares, 51% of the outstanding shares) of ORIX Credit Corporation (hereinafter, “ORIX Credit”) held by SMBC to the Company, resulting in the reclassification of ORIX Credit from an equity-method affiliate to a wholly-owned subsidiary of the Company at the time of the transfer.

F-130

Schedule II.—Valuation and Qualifying Accounts and Reserves

ORIX Corporation and Subsidiaries

Description
Restructuring cost:
Closed office lease obligations . . . .
Disposal of equipment . . . . . . . . . . .
Severance and other benefits to
terminated employees . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Description
Restructuring cost:
Closed office lease obligations . . . .
Severance and other benefits to
terminated employees . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Description
Restructuring cost:
Closed office lease obligations . . . .
Severance and other benefits to
terminated employees . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . .
Description
Year ended March 31, 2010
Deferred tax assets: valuation
allowance . . . . . . . . . . . . . . . . . . .
Year ended March 31, 2011
Deferred tax assets: valuation
allowance . . . . . . . . . . . . . . . . . . .
Year ended March 31, 2012
Deferred tax assets: valuation
allowance . . . . . . . . . . . . . . . . . . .
Millions ofyen Millions ofyen
Year Ended March 31, 2010
Balance at
beginning
ofperiod
¥
148
0
0
¥
148
Acquisitions
¥
0
0
0
¥
0
Addition:
Charged to
costs and
expenses
Deduction
¥
9
¥
(85)
3
(3)
16
0
¥
28
¥
(88)
Millions ofyen
Translation
adjustment
¥
25
0
0
¥
25
Balance at
end ofperiod
¥
97
0
16
¥
113
Year Ended March 31, 2011
Balance at
beginning
ofperiod
¥
97
16
¥
113
Acquisitions
¥
0
0
¥
0
Addition:
Charged to
costs and
expenses
Deduction
¥
42
¥
(59)
0
(16)
¥
42
¥
(75)
Millions ofyen
Translation
adjustment
¥
(2)
0
¥
(2)
Balance at
end ofperiod
¥
78
0
¥
78
Year Ended March 31, 2012
Balance at
beginning
ofperiod
¥
78
0
¥
78
Acquisitions
¥
0
0
¥
0
Addition:
Charged to
costs and
expenses
Deduction
¥
0
¥
(38)
15
(15)
¥
15
¥
(53)
Millions ofyen
Translation
adjustment
¥
(1)
0
¥
(1)
Balance at
end ofperiod
¥
39
0
¥
39
Balance at
beginning
ofperiod
¥44,635
¥42,846
¥26,794
Acquisitions
¥100
¥669
¥875
Addition:
Charged to
costs and
expenses
¥3,501
¥6,220
¥6,339
Deduction*1
¥ (5,448)
¥(22,778)
¥ (6,836)
Other*2
¥
58
¥ (163)
¥(3,034)
Balance at
end ofperiod
¥42,846
¥26,794
¥24,138

*Note: 1. The amount of deduction includes expiry of loss carryforwards and sales of subsidiary.

  1. The amount of other includes translation adjustment and the effect of changes in statutory tax rate.

F-131