ORIX CORP - Interim / Quarterly Report 2012

6-K 1 d342804d6k.htm FORM 6-K FORM 6-K

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE Act of 1934

For the month of May 2012.

ORIX Corporation

(Translation of Registrants Name into English)

Mita NN Bldg., 4-1-23 Shiba, Minato-Ku, Tokyo, JAPAN

(Address of Principal Executive Offices)

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

Form 20-F x Form 40-F ¨

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ¨ No x

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Ta ble of Documents Filed

| 1. | ORIXs Consolidated Financial Results (April 1, 2011 March 31, 2012) filed with the Tokyo Stock Exchange on Thursday May 10, 2012. | | --- | --- | | 2. | English press release entitled, Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2012 | | 3. | English press release entitled, Announcement Regarding Candidates for Director and Member Composition of the Three Committees of ORIX Corporation | | 4. | English press release entitled, Announcement Regarding Management Changes |

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SIGNATURES

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

/s/ Haruyuki Urata
Haruyuki Urata
Director
Deputy President
ORIX Corporation

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Consolidated Financial Results

April 1, 2011 March 31, 2012

May 10, 2012

In preparing its consolidated financial information, ORIX Corporation and its subsidiaries have complied with accounting principles generally accepted in the United States of America, except as modified to account for stock splits in accordance with the usual practice in Japan.

U.S. Dollar amounts have been calculated at Yen 82.19 to $1.00, the approximate exchange rate prevailing at March 31, 2012.

These documents may contain forward-looking statements about expected future events and financial results that involve risks and uncertainties. Such statements are based on our current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause such a difference include, but are not limited to, those described under Risk Factors in the Companys annual report on Form 20-F filed with the United States Securities and Exchange Commission.

The Company believes that it will be considered a passive foreign investment company for United States Federal income tax purpose in the year to which these consolidated financial results relate and for the foreseeable future by reason of the composition of its assets and the nature of its income. A U.S. holder of the shares or ADSs of the Company is therefore subject to special rules generally intended to eliminate any benefits from the deferral of U.S. Federal income tax that a holder could derive from investing in a foreign corporation that does not distribute all of its earnings on a current basis. Investors should consult their tax advisors with respect to such rules, which are summarized in the Companys annual report.

For further information please contact:

Investor Relations

ORIX Corporation

Mita NN Bldg., 4-1-23 Shiba, Minato-ku, Tokyo 108-0014

JAPAN

Tel: +81-3-5419-5042 Fax: +81-3-5419-5901

E-mail: [email protected]

[email protected]

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Material Contained in this Report

The Companys financial information for the fiscal year from April 1, 2011 to March 31, 2012 filed with the Tokyo Stock Exchange and also made public by way of a press release.

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Consolidated Financial Results from April 1, 2011 to March 31, 2012

(U.S. GAAP Financial Information for ORIX Corporation and its Subsidiaries)

Corporate Name:	ORIX Corporation
Listed Exchanges:	Tokyo Stock Exchange (Securities No. 8591) Osaka Securities Exchange New York Stock Exchange (Trading Symbol : IX)
Head Office:	Tokyo JAPAN
	Tel: +81-3-5419-5042
	(URL http://www.orix.co.jp/grp/en/ir/index.html)

1. Performance Highlights for the Years Ended March 31, 2012 and 2011

(1) Performance Highlights - Operating Results (Unaudited)

*(millions of yen)1

March 31, 2012	972,884	2.7 %	125,195	66.3 %	130,484	39.9 %	86,150	28.1 %
March 31, 2011	946,878	6.3 %	75,296	149.5 %	93,301	66.4 %	67,275	78.2 %

Comprehensive Income (Loss) Attributable to ORIX Corporation was ¥86,294 million for the fiscal year ended March 31, 2012 (year-on-year change was a 59.9% increase) and ¥53,956 million for the fiscal year ended March 31, 2011.

March 31, 2012	801.33	670.34	6.3 %	1.5 %	12.9 %
March 31, 2011	625.88	527.75	5.1 %	1.1 %	8.0 %

Equity in Net Income of Affiliates was a net gain of ¥1,972 million for the fiscal year ended March 31, 2012 and a net gain of ¥16,806 million for the fiscal year ended March 31, 2011.

*Note 1: Unless otherwise stated, all amounts shown herein are in millions of Japanese yen or millions of U.S. dollars, except for Per Share amounts which are in single yen.

*Note 2: Income before Income Taxes as used throughout the report represents Income before Income Taxes and Discontinued Operations.

*Note 3: Return on Assets is calculated based on Income before Income Taxes and Discontinued Operations.

(2) Performance Highlights - Financial Position (Unaudited)

March 31, 2012	8,354,874	1,435,872	1,396,137	16.7 %	12,984.69
March 31, 2011	8,581,582	1,341,028	1,319,341	15.4 %	12,273.11

*Note 4: Shareholders Equity refers to ORIX Corporation Shareholders Equity.

Shareholders Equity Ratio and Shareholders Equity Per Share are calculated based on ORIX Corporation Shareholders Equity.

(3) Performance Highlights - Cash Flows (Unaudited)

March 31, 2012	332,994	41,757	(318,477	)	786,892
March 31, 2011	212,380	251,598	(363,590	)	732,127

2. Dividends for the Years Ended March 31, 2012 and 2011 (Unaudited)

March 31, 2012	90.00	9,676	11.2 %	0.7 %
March 31, 2011	80.00	8,599	12.8 %	0.7 %

3. Targets for the Year Ending March 31, 2013 (Unaudited)

Fiscal Year — March 31, 2013	1,030,000	5.9 %	100,000	16.1 %	930.04

4. Other Information

(1) Changes in Significant Consolidated Subsidiaries	Yes ( ) No ( x )
Addition - None
(
)	Exclusion - None
(
)

(2) Changes in Accounting Principles, Procedures and Disclosures

1. Changes due to adoptions of new accounting standards	Yes ( ) No ( x )
2. Other than those above	Yes ( ) No ( x )

(3) Number of Issued Shares (Ordinary Shares)

The number of issued shares, including treasury stock, was 110,254,422 as of March 31, 2012, and 110,245,846 as of March 31, 2011.
The number of treasury stock shares was 2,732,701 as of March 31, 2012, and 2,747,344 as of March 31, 2011.
The average number of shares was 107,509,490 for the fiscal year ended March 31, 2012, and 107,488,998 for the fiscal year ended March 31, 2011. For further details, see Per Share Data on page 18.

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1. Summary of Consolidated Financial Results

(1) Analysis of Financial Highlights

Financial Results for the Fiscal Period Ended March 31, 2012

Total Revenues	(millions of yen)	946,878	972,884	26,006	3 %
Income Before Income Taxes	(millions of yen)	93,301	130,484	37,183	40 %
Net Income Attributable to ORIX Corporation	(millions of yen)	67,275	86,150	18,875	28 %
Earnings Per Share (Basic)	(yen)	625.88	801.33	175.45	28 %
(Diluted)	(yen)	527.75	670.34	142.59	27 %
ROE*	(%)	5.1	6.3	1.2
ROA*	(%)	0.82	1.02	0.2

Note 1: ROE is the ratio of Net Income Attributable to ORIX Corporation for the period to average ORIX Corporation Shareholders Equity.

Note 2: ROA is the ratio of Net Income Attributable to ORIX Corporation for the period to average Total Assets.

Economic Environment

The global economy continued to show moderate recovery. However, growth in emerging economies is starting to slow due to the protracted European debt issue and delayed economic recovery in advanced economies. Against this backdrop, 2012 is set to be a milestone year for politics with elections and changes in the top leadership of major nations and with economic policy of each country expected to be a focus of attention. Also, geopolitical risk continues to be seen in the Middle East and East Asia.

In the United States, despite factors such as rising oil prices placing limits on spending, business sentiment is improving and consumer spending continues to remain strong as employment steadily continues to improve.

Financial concerns continue in peripheral nations of the European Union, affecting the financial and capital markets. Despite avoiding a further escalation of the sovereign debt crisis through monetary supply policy initiated by the European Central Bank in February, the underlying issues have yet to be resolved.

Emerging economies in Asia continue to experience stable growth, yet the specter of inflation continues to lurk beneath the surface. The rate of growth in emerging Asian economies is slowing due to the softness of the European and United States economies, amid efforts by each country to support its economy through monetary easing.

The Japanese economy is showing a moderate recovery from the decline that followed the Great East Japan Earthquake (hereinafter the earthquake), and recovery in production activity is starting to be seen. The historic appreciation of yen is showing signs of easing due to such measures as the Bank of Japans monetary policy meeting in February, but it continues to place a squeeze on economic recovery.

Overview of Business Performance (April 1, 2011 to March 31, 2012)

Total Revenues for the consolidated fiscal year ended March 31, 2012 (hereinafter the fiscal year) increased 3% to ¥972,884 million compared to ¥946,878 million during the previous fiscal year. Interest on loans and investment securities decreased compared to the previous fiscal year in line with a decrease in the balance of installment loans and gains on sales of real estate under operating leases decreased compared to the previous fiscal year due to the absence of the sale of a large-scale logistics facility that was recorded during the previous fiscal year. However, operating lease revenues increased compared to the previous fiscal year primarily due to an increase in aircraft operating lease revenues in the Overseas Business segment as well as from increased revenue from re-leased automobiles, and life insurance premiums and related investment income compared to the previous fiscal year due to strong sales of medical and cancer insurance to retail customers.

Total expenses decreased 3% to ¥847,689 million compared to ¥871,582 million during the previous fiscal year. Both interest expense and provision for doubtful receivables and probable loan losses decreased compared to the previous fiscal year due to a decrease in the balance of liabilities and a decrease in the amount of non-performing loans, respectively. In addition, write-downs of securities decreased mainly due to a decrease in write-downs recorded for non-marketable securities compared to the previous fiscal year.

Equity in net income (loss) of affiliates decreased 88% to ¥1,972 million compared to ¥16,806 million during the previous fiscal year. A write-down was recorded for the investment in the equity-method affiliate Monex Group, Inc.

As a result of the foregoing, income before income taxes and discontinued operations for the fiscal year increased 40% to ¥130,484 million compared to ¥93,301 million during the previous fiscal year, and net income attributable to ORIX Corporation increased 28% to ¥86,150 million compared to ¥67,275 million during the previous fiscal year.

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Segment Information

Compared to the previous fiscal year ended March 31, 2011, segment profit increased for all segments excluding the

Retail segment.

In line with a change in management classification, the environment and energy-related businesses, which were previously included in the Corporate Financial Services segment, have been included in the Investment and Operation segment since the second consolidated period.

Due to these changes, reclassified figures are shown for the fiscal year ended March 31, 2011 (See page 17(7), Segment Information).

Segment information for the fiscal year is as follows:

Corporate Financial Services Segment

This segment is involved in lending, leasing and the commission business for the sale of financial products.

Segment revenue decreased 9% to ¥72,449 million compared to ¥79,305 million during the previous fiscal year. This is due to a decrease in installment loan revenues in line with a decrease in the average balance of installment loans as a result of selective new loan origination continuing from the previous fiscal year despite robust direct financing lease revenues and the acquisition of Kyuko-Lease Inc.

Similarly, segment expenses decreased compared to the previous fiscal year, resulting from decreases in provision for doubtful receivables and probable loan losses and interest expense.

As a result of the foregoing, segment profit increased 115% to ¥21,532 million compared to ¥10,035 million in the previous fiscal year.

Segment assets decreased 7% compared to March 31, 2011 to ¥898,776 million due to declines in installment loans despite an increase in investment in direct financing leases.

Maintenance Leasing Segment

This segment consists of automobile and rental operations. The automobile operations are comprised of automobile leasing, rentals and car sharing and the rental operations are comprised of leasing and rental of precision measuring and

IT-related equipment.

Capital expenditures by domestic corporations are gradually recovering from a post-earthquake decline. Although the business environment is not optimistic, Maintenance Leasing segment revenue has remained stable due to ORIXs ability to provide customers with high value-added services that meet corporate customers cost reduction needs.

Segment revenue continued to remain robust, increasing 3% to ¥231,951 million compared to ¥225,830 million during the previous fiscal year due to solid revenues from operating leases including the sales of used automobiles. On the other hand, segment expenses have remained flat year on year due to a reduction in selling, general and administrative expenses offsetting an increase in costs of operating leases.

As a result of the foregoing, segment profit increased 32% to ¥34,710 million compared to ¥26,203 million during the previous fiscal year.

Segment assets increased 7% compared to March 31, 2011 to ¥537,782 million due to increased investment in operating leases and direct financing leases.

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Real Estate Segment

This segment consists of real estate development, rental and financing; facility operation; REIT asset management; and real estate investment and advisory services.

The office building market is still in an adjustment phase. However, investors such as J-REITs and overseas investors are starting to consider the acquisition of new properties. Under this environment, the real estate investment business is pursuing a policy of turning over assets while carefully monitoring the market and making appropriate asset sales.

A post-earthquake drop in sales was feared in the residential condominium market, but contract completion rates continue to remain above the key 70% benchmark in the Tokyo and Osaka metropolitan areas. Under these conditions, the number of condominiums delivered increased to 2,180 units from 1,616 units during the previous fiscal year.

The real estate operating business, which consists of various businesses such as Japanese inns, golf courses and training facilities, had stable revenues despite a small portion of facilities having experienced decreased revenues due to the earthquake.

Segment revenue increased 2% to ¥222,631 million compared to ¥217,590 million during the previous fiscal year due to an increase in real estate sales from an increase in the delivery of condominium units, increased operating business revenue and increased operating lease revenue from enhanced leasing activities, despite a decrease in gains on sales of real estate under operating leases.

Segment expenses increased compared to the previous fiscal year due to increased costs of real estate sales and increased operating business expenses offsetting decreases in interest expense and write-downs of real estate-related securities.

As a result of the foregoing, segment profit for the fiscal year was ¥1,349 million compared to ¥54 million during the previous fiscal year.

Segment assets decreased 11% compared to March 31, 2011 to ¥1,369,220 million due to reductions of investment in securities (including specified bonds), installment loans and real estate under operating leases.

Investment and Operation Segment

This segment consists of loan servicing (asset recovery), principal investment, venture capital and the environment and

energy-related businesses.

The domestic IPO market is gradually recovering, and there continue to be steady corporate realignment activities such as mergers, acquisitions and de-listings.

Segment revenue decreased 18% to ¥73,293 million compared to ¥89,595 million during the previous fiscal year due to decreased revenue in line with the sales of consolidated subsidiaries during the previous fiscal year offsetting gains on investment securities from the sale of Aozora Bank shares and robust collection and fee revenues in the servicing business.

Similarly, segment expenses decreased compared to the previous fiscal year due to the effects of the sales of consolidated subsidiaries during the previous fiscal year in addition to decreases in write-downs of securities.

Segment profit increased 21% to ¥15,983 million compared to ¥13,212 million during the previous fiscal year due to an increase in profits from equity-method affiliates, despite a decrease in gains on sales of subsidiaries.

As a result of the foregoing, segment assets decreased 7% compared to March 31, 2011 to ¥471,145 million resulting from a decrease in installment loans.

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Retail Segment

This segment consists of the life insurance operations, the banking business and the card loan business.

Life insurance premiums grew steadily in the life insurance business due to an increase in the number of policies in force.

Both individual home loans and corporate lending steadily increased in the banking business, and both revenue and profit increased.

As a result of the foregoing, segment revenue increased 8% to ¥160,071 million compared to ¥148,768 million during the previous fiscal year. However, the recognition of a write-down on the investment in the equity-method affiliate Monex Group, Inc. in addition to an increase in segment expenses, including insurance-related expenses and selling, general and administrative expenses resulted in segment profit decreasing 8% to ¥21,825 million compared to ¥23,777 million during the previous fiscal year.

Segment assets increased 5% compared to March 31, 2011 to ¥1,738,454 million due to increases in installment loans and investment in securities which more than offset a decrease in investment in affiliates.

Overseas Business Segment

This segment consists of leasing, lending, investment in bonds, investment banking and ship- and aircraft-related operations in the United States, Asia, Oceania and Europe.

In the United States, business sentiment is improving and consumer spending continues to remain strong as employment continues to steadily improve. Meanwhile, stable growth continues in the Asian region, although there is the possibility of a short-term adjustment phase in response to concerns regarding inflation and the effects of economic weakness in Europe.

Segment revenue increased 6% to ¥187,240 million compared to ¥176,875 million during the previous fiscal year due to direct financing leases in Asia, automobile and aircraft operating leases, in addition to continued strong gains on sales of investment securities in the United States.

Segment expenses remained flat year-on-year due to a decrease in selling, general and administrative expenses offsetting an increase in interest expense.

As a result of the foregoing, segment profit increased 9% to ¥49,768 million compared to ¥45,639 million during the previous fiscal year.

Segment assets remained flat compared to March 31, 2011 at ¥986,762 million due to sales of municipal bonds in the United States offsetting increases from investments in a water company in China and a life insurance company in South Korea, in addition to the consolidation of an automobile-related service company in India.

ORIX has almost no exposure to assets or investments in Europe that are cause for credit risk concern and there is no direct impact on either segment profit or segment assets stemming from the European financial problems.

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Outlook and Forecast for the Fiscal Year Ending March 31, 2013

Based on the operating environment described above and management policies described further below, ORIX Corporation targets total revenues of ¥1,030,000 million (up 5.9% year on year) and net income attributable to ORIX Corporation of ¥100,000 million (up 16.1% year on year) for the fiscal year ending March 31, 2013.

The Corporate Financial Services segment is aiming to increase profitability by further accelerating the Finance + Services strategy and capturing new business opportunities through strengthened cooperation with group companies.

The Maintenance Leasing segment revenues are forecasted to be stable through the expansion of high value-added services and allocation of resources to growth areas.

The Real Estate segment aims for an enhanced stable revenue base through the promotion of its real estate operating business and asset management business while continuing to reduce assets.

The Investment and Operation segment aims for stable revenues through business expansion capitalizing on loan servicing expertise, capturing new investment opportunities and promoting investments in the environment and energy areas.

Within the Retail segment, both the life insurance and banking businesses expect profit contributions from further business expansion. Also, in the card loan business, ORIX Bank and ORIX Credit are expected to contribute through consolidated management.

The Overseas Business segment aims revenue growth in both the U.S. and Asian region through strengthened fee business in the U.S. and expansion of the leasing business and new investment in Asia.

Although forward-looking statements in this document such as forecasts are attributable to current information available to ORIX Corporation and are based on assumptions deemed rational by ORIX Corporation, actual financial results may differ materially due to various factors. Therefore, readers are urged not to place undue reliance on these figures and predictions.

Various factors that could cause these figures and predictions to differ materially include, but are not limited to, those described under Risk Factors in the March 31, 2011 Form 20-F submitted to the U.S. Securities and Exchange Commission.

(2) Qualitative Information Regarding Consolidated Financial Condition

Assets, Liabilities, Shareholders Equity and Cash Flow Information

Total Assets	(millions of yen)	8,581,582	8,354,874	(226,708	)	(3	%)
(Segment Assets)		6,142,818	6,002,139	(140,679	)	(2	%)
Total Liabilities	(millions of yen)	7,206,652	6,881,369	(325,283	)	(5	%)
(Long- and Short-term Debt)		5,009,901	4,725,453	(284,448	)	(6	%)
(Deposits)		1,065,175	1,103,514	38,339		4	%
Shareholders Equity*	(millions of yen)	1,319,341	1,396,137	76,796		6	%
Shareholders Equity Per Share	(yen)	12,273.11	12,984.69	711.58		6	%

Note 3: Shareholders Equity refers to ORIX Corporation Shareholders Equity. Shareholders Equity Per Share is calculated using total ORIX Corporation Shareholders Equity.

Total assets decreased 3% to ¥8,354,874 million from ¥8,581,582 million on March 31, 2011. Investment in Direct Financing Leases increased due to the acquisition of Kyuko-Lease Inc. However, installment loans decreased due to selective new loan origination continuing from the previous fiscal year. Also, investment in securities decreased due to a decrease in trading securities overseas and specified bonds in Japan, and investment in affiliates decreased due to the recognition of a write-down. Segment assets decreased 2% compared to March 31, 2011 to ¥6,002,139 million.

The balance of interest-bearing liabilities is controlled at an appropriate level depending on assets, cash flow and liquidity on-hand in addition to the domestic and overseas financial environment. As a result, long- and short-term debt decreased compared to March 31, 2011.

Shareholders equity increased 6% compared to March 31, 2011 to ¥1,396,137 million primarily due to an increase in retained earnings.

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Summary of Cash Flows

Cash and cash equivalents increased by ¥54,765 million to ¥786,892 million compared to March 31, 2011.

Cash flows from operating activities provided ¥332,994 million during the fiscal year, up from ¥212,380 million during the previous fiscal year resulting primarily from an increase in net income compared to the previous fiscal year, a decrease in trading securities, in addition to the non-cash revenue and expense items such as depreciation and amortization, provision for doubtful receivables and probable loan losses, equity in net income of affiliates (excluding interest on loans), write-downs of long-lived assets and write-downs of securities.

Cash flows from investing activities provided ¥41,757 million during the fiscal year, having provided ¥251,598 million during the previous fiscal year due to a decrease in principal collected on installment loans.

Cash flows from financing activities used ¥318,477 million during the fiscal year, having used ¥363,590 million during the previous fiscal year due to a decrease in repayment of debt with maturities longer than three months.

Trend in Cash Flow-Related Performance Indicators

Shareholders Equity Ratio	15.4 %	16.7 %
Shareholders Equity Ratio based on Market Value	9.8 %	10.2 %
Interest-bearing Debt to Cash Flow Ratio	28.6	17.5
Interest Coverage Ratio	1.7 times	3.0 times

Shareholders Equity Ratio: ORIX Corporation Shareholders Equity/Total Assets

Shareholders Equity Ratio based on Market Value: Total Market Value of Listed Shares/Total Assets

Interest-bearing Debt to Cash Flow Ratio: Interest bearing Debt/Cash Flow

Interest Coverage Ratio: Cash Flow/Interest Payments

Note 4: All figures have been calculated on a consolidated basis.

Note 5: Total market value of listed shares has been calculated based on the number of outstanding shares excluding treasury stock.

Note 6: Cash flow refers to cash flows from operating activities.

Note 7: Interest-bearing debt refers to short- and long- term debt and deposits listed on the consolidated balance sheets.

(3) Profit Distribution Policy and Dividends for the Fiscal Year Ended March 31, 2012

ORIX believes that securing profits from its businesses, primarily as retained earnings, and utilizing them for strengthening its base of operations and making investments for growth, assists in sustaining profit growth while maintaining financial stability, and leading to increased shareholder value.

Regarding dividends, ORIX responds to shareholder expectations by increasing shareholder value through mid- to long-term profit growth and steady distribution of profit.

Regarding share buybacks, ORIX will take into account the adequate level of retained earnings and act flexibly and accordingly by considering the factors such as changes in the economic environment, trend in stock prices, and financial situation.

Given the policy outlined above and the current operating environment, the annual dividend will be 90 yen per share, up from 80 yen in the previous year.

Dividend distribution is scheduled once a year as a year-end dividend.

(4 ) Risk Factors

With the announcement of our results for the fiscal year ended March 31, 2012, no additional items have arisen concerning Risk Factors found in our latest Form 20-F submitted to the U.S. Securities and Exchange Commission on June 24, 2011.

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2. Management Policies

(1) Managements Basic Policy

The ORIX Groups corporate philosophy and management policy are shown below.

Corporate Philosophy

The ORIX Group is constantly anticipating market needs and working to contribute to society by developing leading financial services on a global scale and striving to offer innovative products that create new value for customers.

Management Policy

The ORIX Group strives to meet the diverse needs of its customers and to deepen trust by constantly developing superior services.

The ORIX Group aims to strengthen its base of operations and achieve sustained growth by integrating the ORIX Groups resources to promote synergies amongst different units.

The ORIX Group makes efforts to maintain a corporate culture that encourages a sense of fulfillment and pride by developing personnel resources through corporate programs and promoting professional development.

The ORIX Group aims to attain stable medium- and long-term growth in shareholder value by implementing these initiatives.

(2) Target Performance Indicators

In its pursuit of sustained growth, the ORIX Group will use the following performance indicators: Net income attributable to ORIX Corporation to indicate profitability, ROE to indicate capital efficiency and ROA to indicate asset efficiency. ORIX aims to achieve its medium-term goal of 10% ROE by striving to increase capital efficiency through quality asset expansion to capture business opportunities along with increased asset efficiency by strengthening profit-earning opportunities such as fee-based and other businesses.

Three-year trends in performance indicators are as follows.

Net Income Attributable to ORIX Corporation	(millions of yen)	37,757	67,275	86,150
ROE	(%)	3.1	5.1	6.3
ROA	(%)	0.47	0.82	1.02

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(3) Medium and Long-Term Corporate Management Strategies

The ORIX Group believes that it is vital to respond to changes in the market environment with agility and flexibility. The ORIX Group consists of six business segments (Corporate Financial Services, Maintenance Leasing, Real Estate, Investment and Operation, Retail and Overseas Business) that represent a wide range of businesses, and Group-wide risk is controlled through a diversified business portfolio. While domestic and international financial institutions were forced to record large losses due to the financial crisis, ORIX was able to secure profits through the complimentary nature of its diversified portfolio.

Also, from a funding standpoint, ORIX continues to maintain a stable financial base characterized by roughly 50% of funding from financial institutions, solid relationships with over 200 domestic and international financial institutions, and a high percentage of long-term debt maintained through the issuance of bonds.

Going forward, ORIX will continue its pursuit of the mid-term management strategies of increasing the pace of Finance + Services and Embracing growth in emerging markets including Asia while focusing on expanding operations through business portfolio diversification. Additionally, ORIX aims for Growth and Innovation of Current Businesses by restructuring the current business platform and capturing new business opportunities in response to the changing environment.

Increase the pace of Finance + Services: After the occurrence of structural changes in the finance business environment caused by the financial crisis, providing additional high value-added services has been deemed essential for pursuing increased profitability in the finance business. The ORIX Group is already providing Finance + Services through its maintenance leasing service and loan servicing operations. Going forward, ORIX will capitalize on its accumulated Group client base, know-how and expertise to develop new business areas and provide more advanced services.

Embracing growth in emerging markets including Asia: As significant economic growth is observed in emerging markets, business expansion in Asia, especially China, is vital for company growth. ORIX Group will embrace growth in these countries by expanding operations capitalizing on local subsidiaries and partner networks it has established in emerging markets including Asia in addition to leveraging its successful investment track record.

Growth and Innovation of Current Businesses: The domestic and overseas environment surrounding the ORIX Group is changing dramatically. In order to achieve further growth, ORIX must change the business models. ORIX will provide products and services valued by customers and society through Group-wide collaboration that transcends the division level, and restructuring its business platform to capture new business opportunities.

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Overviews and strategies for the six segments are as follows.

Segment	Business Overview	Business Strategies
Corporate Financial Services Segment	Lending, leasing, commission business for the sale of financial products	Increase the pace of Finance +
Services Expand the client base through
strengthened cooperation with group companies Capture business opportunities presented by the changing
environment
Maintenance Leasing Segment	Automobile leasing and rentals, car sharing, and precision measuring equipment and IT-related equipment rentals and leasing	Continue Group-wide sales
activities Expand high value-added services and
allocate resources to growth areas Improve
profitability by streamlining operations and controlling costs
Real Estate Segment	Real estate development, rentals and financing, facility operation, REIT asset management, real estate investment and advisory services	Expand business based on the real estate
value chain Expand the stable revenue base by
improving the profitability of rental assets and strengthening the operating business Enhance the asset management business to expand
fee-business and promote joint-investment with outside investors
Investment and Operation Segment	Loan servicing (asset recovery), principal investment, venture capital and the environment and energy-related businesses	Capture profit opportunities capitalizing
on servicer expertise and strengthen the corporate rehabilitation business Capture opportunities for new investment and reestablish
portfolio Invest in the energy and environmental
field, and promote business operation
Retail Segment	Life insurance, banking, and card loan business	Life Insurance: Develop distinctive new
products and enhance the agency network Banking:
Create a balanced portfolio ORIX Credit: Expand
business with current high-tier clients and pursue new guarantees
Overseas Business Segment	Leasing, lending, investment in bonds, investment banking and ship- and aircraft-related operations	U.S.: Continue to strengthen
Finance + Services based on a high level of expertise Expansion of leasing business and new investment centered
on Asia Accumulate quality assets in the ship
and aircraft related business

( 4) Corporate Challenges to be Addressed

The operating environment surrounding ORIX is dramatically changing in line with structural changes in society such as strong growth of emerging nations together with low growth of developed nations, contraction of the financial market, new financial regulations and global warming. It is vital for ORIX Group to continue to maintain and develop a business structure that flexibly and swiftly adapts to such a rapidly changing operating environment. Specifically, ORIX will adapt to the changing operating environment by taking the following three steps.

Further advancement of risk management
Pursue transactions that are both socially responsible and economically viable
Create a fulfilling workplace
Further advancement of risk management: Further enhance the thorough and transparent monitoring and control of each business in accordance with its characteristics while diversifying the business based on increasing the pace of Finance + Services and Embracing growth in emerging markets including Asia in line with the changing operating environment. ORIX will also strive to strengthen financial stability.
Pursue transactions that are both socially responsible and economically viable: Pursue transactions that are socially responsible from a compliance and environmental standpoint while providing products and services that are valued by clients and improving ORIX Group profitability.
Create a fulfilling workplace: Focus on ORIXs strengths as a global organization to create a fulfilling work environment for all employees regardless of nationality, age, gender, background or type of employment.

10 -

Table of Contents

(1) Condensed Consolidated Balance Sheets

(As of March 31, 2011 and 2012)

(Unaudited)

(millions of yen, millions of US$) — Assets	March 31, 2011	March 31, 2012		U.S. dollars March 31, 2012
Cash and Cash Equivalents	732,127		786,892		9,574
Restricted Cash	118,065		123,295		1,500
Time Deposits	5,148		24,070		293
Investment in Direct Financing Leases	830,853		900,886		10,961
Installment Loans	2,983,164		2,769,898		33,701
(The amount of ¥19,397 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	(154,150	)	(136,588	)	(1,662	)
Investment in Operating Leases	1,270,295		1,309,998		15,939
Investment in Securities	1,175,381		1,147,390		13,960
Other Operating Assets	235,430		224,092		2,726
Investment in Affiliates	373,376		331,717		4,036
Other Receivables	182,013		188,108		2,289
Inventories	108,410		79,654		969
Prepaid Expenses	44,551		39,547		481
Office Facilities	102,403		123,338		1,501
Other Assets	574,516		442,577		5,385
Total Assets	8,581,582		8,354,874		101,653
Liabilities and Equity
Short-Term Debt	478,633		457,973		5,572
Deposits	1,065,175		1,103,514		13,426
Trade Notes, Accounts Payable and Other Liabilities	304,354		290,465		3,534
Accrued Expenses	118,359		110,057		1,339
Policy Liabilities	398,265		404,586		4,923
Current and Deferred Income Taxes	182,501		105,202		1,280
Security Deposits	128,097		142,092		1,729
Long-Term Debt	4,531,268		4,267,480		51,922
Total Liabilities	7,206,652		6,881,369		83,725
Redeemable Noncontrolling Interests	33,902		37,633		458
Commitments and Contingent Liabilities
Common Stock	143,995		144,026		1,752
Additional Paid-in Capital	179,137		179,223		2,181
Retained Earnings	1,141,559		1,217,851		14,818
Accumulated Other Comprehensive Income (Loss)	(96,180	)	(96,056	)	(1,169	)
Treasury Stock, at Cost	(49,170	)	(48,907	)	(595	)
Total ORIX Corporation Shareholders Equity	1,319,341		1,396,137		16,987
Noncontrolling Interests	21,687		39,735		483
Total Equity	1,341,028		1,435,872		17,470
Total Liabilities and Equity	8,581,582		8,354,874		101,653
	March 31, 2011	March 31, 2012		U.S. dollars March 31, 2012
Accumulated Other Comprehensive Income (Loss)
Net unrealized gains (losses) on investment in securities	11,503		16,145		196
Defined benefit pension plans	(11,098	)	(14,343	)	(175	)
Foreign currency translation adjustments	(95,574	)	(95,692	)	(1,164	)
Net unrealized gains (losses) on derivative instruments	(1,011	)	(2,166	)	(26	)
	(96,180	)	(96,056	)	(1,169	)

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Table of Contents

(2) Condensed Consolidated Statements of Income

(For the Years Ended March 31, 2011 and 2012)

(Unaudited)

| (millions of yen, millions of US$) — Year ended March

31, 2011		Period -over- period (%)	Year ended March 31, 2012	Period -over- period (%)	U.S. dollars Year ended March 31, 2012
Total Revenues :	946,878	106	972,884		103	11,837
Direct financing leases	51,211	103	50,934		99	620
Operating leases	280,913	103	297,422		106	3,619
Interest on loans and investment securities	169,932	126	147,888		87	1,799
Brokerage commissions and net gains on investment securities	21,119	90	26,911		127	327
Life insurance premiums and related investment income	118,315	102	128,307		108	1,561
Real estate sales	54,741	135	61,029		111	743
Gains on sales of real estate under operating leases	5,103	75	2,215		43	27
Other operating revenues	245,544	99	258,178		105	3,141
Total Expenses :	871,582	101	847,689		97	10,314
Interest expense	122,765	151	110,868		90	1,349
Costs of operating leases	186,740	99	189,333		101	2,304
Life insurance costs	91,426	99	95,353		104	1,160
Costs of real estate sales	58,930	126	59,534		101	724
Other operating expenses	142,241	105	150,071		106	1,826
Selling, general and administrative expenses	199,044	94	191,873		96	2,334
Provision for doubtful receivables and probable loan losses	31,103	43	19,215		62	234
Write-downs of long-lived assets	17,400	249	15,167		87	185
Write-downs of securities	21,747	92	16,470		76	200
Foreign currency transaction loss (gain), net	186	20	(195	)		(2	)
Operating Income	75,296	250	125,195		166	1,523
Equity in Net Income of Affiliates	16,806	201	1,972		12	24
Gains on Sales of Subsidiaries and Affiliates and Liquidation Losses, Net	1,199	7	3,317		277	41
Income before Income Taxes and Discontinued Operations	93,301	166	130,484		140	1,588
Provision for Income Taxes	26,143	124	44,631		171	543
Income from Continuing Operations	67,158	192	85,853		128	1,045
Discontinued Operations:
Income from discontinued operations, net	12,220		1,279			15
Provision for income taxes	(6,771	)	1,410			17
Discontinued operations, net of applicable tax effect	5,449	91	2,689		49	32
Net Income	72,607	177	88,542		122	1,077
Net Income Attributable to the Noncontrolling Interests	2,373	337	(332	)		(4	)
Net Income Attributable to the Redeemable Noncontrolling Interests	2,959	120	2,724		92	33
Net Income Attributable to ORIX Corporation	67,275	178	86,150		128	1,048

Note 1: Pursuant to FASB Accounting Standards Codification 205-20 (Presentation of Financial StatementsDiscontinued 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.

12 -

Table of Contents

(3) Condensed Consolidated Statements of Comprehensive Income

(For the Years Ended March 31, 2011 and 2012)

(Unaudited)

(millions of yen, millions of US$) — Year ended March 31, 2011		Year ended March 31, 2012		U.S. dollars Year ended March 31, 2012
Net Income :	72,607		88,542		1,077
Other comprehensive income (loss), net of tax:
Net change of unrealized gains (losses) on investment in securities	7,663		5,121		62
Net change of defined benefit pension plans	(2,006	)	(3,247	)	(40	)
Net change of foreign currency translation adjustments	(21,186	)	(1,392	)	(16	)
Net change of unrealized gains (losses) on derivative instruments	(782	)	(1,170	)	(14	)
Total other comprehensive income (loss)	(16,311	)	(688	)	(8	)
Comprehensive Income (Loss)	56,296		87,854		1,069
Comprehensive Income (Loss) Attributable to the Noncontrolling Interests	1,734		(849	)	(10	)
Comprehensive Income (Loss) Attributable to the Redeemable Noncontrolling Interests	606		2,409		29
Comprehensive Income (Loss) Attributable to ORIX Corporation	53,956		86,294		1,050

13 -

Table of Contents

(4) Condensed Consolidated Statements of Changes in Equity

(For the Years Ended March 31, 2011 and 2012)

(Unaudited)


ORIX Corporation Shareholders Equity
Common Stock	Additional Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total ORIX Corporation Shareholders Equity		Noncontrolling Interests		Total Equity
Balance at March 31, 2010	143,939	178,661	1,104,779		(79,459	)	(49,236	)	1,298,684		17,777		1,316,461
Cumulative effect of applying new accounting standards for the consolidation of variable interest entities			(22,495	)	(3,406	)			(25,901	)	4,233		(21,668	)
Balance at April 1, 2010	143,939	178,661	1,082,284		(82,865	)	(49,236	)	1,272,783		22,010		1,294,793
Contribution to subsidiaries											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	)			(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				14
Exercise of stock options	49	49							98				98
Compensation cost of stock options		142							142				142
Acquisition of treasury stock							(70	)	(70	)			(70	)
Other, net		78	61				136		275				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											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				6
Exercise of stock options	28	27							55				55
Acquisition of treasury stock							(1	)	(1	)			(1	)
Other, net		4	(1,259	)			264		(991	)			(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

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

14 -

Table of Contents

(4) Condensed Consolidated Statements of Changes in Equity

(For the Years Ended March 31, 2011 and 2012)

(Unaudited)


ORIX Corporation Shareholders Equity
Common Stock	Additional Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive Income (Loss)	Treasury Stock		Total ORIX Corporation Shareholders Equity		Noncontrolling Interests		Total Equity
Balance at March 31, 2011	1,752	2,180	13,889	(1,170	)	(598	)	16,053		263		16,316
Contribution to subsidiaries										262		262
Transaction with noncontrolling interests		1		0				1		(6	)	(5	)
Comprehensive income (loss), net of tax:
Net income			1,048					1,048		(4	)	1,044
Other comprehensive income (loss)
Net change of unrealized gains (losses) on investment in securities				56				56		6		62
Net change of defined benefit pension plans				(40	)			(40	)	0		(40	)
Net change of foreign currency translation adjustments				(1	)			(1	)	(12	)	(13	)
Net change of unrealized gains (losses) on derivative instruments				(14	)			(14	)	0		(14	)
Total other comprehensive income (loss)								1		(6	)	(5	)
Total comprehensive income (loss)								1,049		(10	)	1,039
Cash dividends			(105	)				(105	)	(26	)	(131	)
Conversion of convertible bond	0	0						0				0
Exercise of stock options	0	0						0				0
Acquisition of treasury stock						0		0				0
Other, net		0	(14	)		3		(11	)			(11	)
Balance at March 31, 2012	1,752	2,181	14,818	(1,169	)	(595	)	16,987		483		17,470

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

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Table of Contents

(5) Condensed Consolidated Statements of Cash Flows

(For the Years Ended March 31, 2011 and 2012)

(Unaudited)

(millions of yen, millions of US$) — Year ended March 31, 2011		Year ended March 31, 2012		U.S. dollars Year ended March 31, 2012
Cash Flows from Operating Activities:
Net income	72,607		88,542		1,077
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	166,484		168,233		2,047
Provision for doubtful receivables and probable loan losses	31,103		19,215		234
Increase (Decrease) in policy liabilities	(11,692	)	6,321		77
Equity in net income of affiliates (excluding interest on loans)	(14,337	)	(889	)	(11	)
Gains on sales of subsidiaries and affiliates and liquidation losses, net	(1,199	)	(3,317	)	(41	)
Gains on sales of available-for-sale securities	(4,867	)	(8,918	)	(109	)
Gains on sales of real estate under operating leases	(5,103	)	(2,215	)	(27	)
Gains on sales of operating lease assets other than real estate	(9,968	)	(14,721	)	(179	)
Write-downs of long-lived assets	17,400		15,167		185
Write-downs of securities	21,747		16,470		200
Increase in restricted cash	(6,659	)	(5,188	)	(63	)
Decrease (Increase) in trading securities	(28,372	)	55,173		671
Decrease in inventories	27,596		26,830		328
Decrease (Increase) in other receivables	16,006		(7,893	)	(96	)
Increase (Decrease) in trade notes, accounts payable and other liabilities	(22,042	)	22,760		277
Other, net	(36,324	)	(42,576	)	(518	)
Net cash provided by operating activities	212,380		332,994		4,052
Cash Flows from Investing Activities:
Purchases of lease equipment	(561,919	)	(603,060	)	(7,337	)
Principal payments received under direct financing leases	384,288		348,549		4,241
Installment loans made to customers	(719,190	)	(741,570	)	(9,023	)
Principal collected on installment loans	1,130,718		918,565		11,176
Proceeds from sales of operating lease assets	159,369		174,139		2,119
Investment in affiliates, net	36,945		17,808		217
Proceeds from sales of investment in affiliates	4,622		2,864		35
Purchases of available-for-sale securities	(742,816	)	(654,873	)	(7,968	)
Proceeds from sales of available-for-sale securities	340,634		279,367		3,399
Proceeds from redemption of available-for-sale securities	310,594		361,881		4,403
Purchases of other securities	(48,538	)	(44,654	)	(543	)
Proceeds from sales of other securities	25,614		24,832		302
Purchases of other operating assets	(14,219	)	(17,282	)	(210	)
Acquisitions of subsidiaries, net of cash acquired	(46,554	)	(9,252	)	(113	)
Sales of subsidiaries, net of cash disposed	12,685		7,554		92
Other, net	(20,635	)	(23,111	)	(282	)
Net cash provided by investing activities	251,598		41,757		508
Cash Flows from Financing Activities:
Net decrease in debt with maturities of three months or less	(72,584	)	(59,769	)	(727	)
Proceeds from debt with maturities longer than three months	1,488,199		1,488,111		18,106
Repayment of debt with maturities longer than three months	(1,918,774	)	(1,782,081	)	(21,682	)
Net increase in deposits due to customers	166,012		40,288		490
Cash dividends paid to ORIX Corporation shareholders	(8,061	)	(8,599	)	(105	)
Contribution from noncontrolling interests			20,258		246
Cash dividends paid to redeemable noncontrolling interests	(6,008	)	(1,079	)	(13	)
Net decrease in call money	(8,000	)	(10,000	)	(122	)
Other, net	(4,374	)	(5,606	)	(68	)
Net cash used in financing activities	(363,590	)	(318,477	)	(3,875	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(7,348	)	(1,509	)	(19	)
Net increase in Cash and Cash Equivalents	93,040		54,765		666
Cash and Cash Equivalents at Beginning of Year	639,087		732,127		8,908
Cash and Cash Equivalents at End of Year	732,127		786,892		9,574

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Table of Contents

(6) Assumptions for Going Concern

There is no corresponding item.

(7) Segment Information (Unaudited)

1. Segment Information by Sector

| (millions of yen, millions of US$) — Year Ended March 31, 2011 | | | Year Ended March 31, 2012 | | | U.S. dollars Year Ended March 31, 2012 | | | March 31, 2011 | March 31, 2012 | U.S. dollars March 31, 2012 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Segment Revenues | Segment Profits | | Segment Revenues | Segment Profits | | Segment Revenues | Segment Profits | | Segment Assets | Segment Assets | Segment Assets | | | Corporate Financial Services | 79,305 | 10,035 | | 72,449 | 21,532 | | 881 | 262 | | 968,327 | 898,776 | 10,935 | | Maintenance Leasing | 225,830 | 26,203 | | 231,951 | 34,710 | | 2,822 | 422 | | 502,738 | 537,782 | 6,543 | | Real Estate | 217,590 | 54 | | 222,631 | 1,349 | | 2,709 | 16 | | 1,539,814 | 1,369,220 | 16,659 | | Investment and Operation | 89,595 | 13,212 | | 73,293 | 15,983 | | 892 | 194 | | 506,011 | 471,145 | 5,733 | | Retail | 148,768 | 23,777 | | 160,071 | 21,825 | | 1,948 | 266 | | 1,653,704 | 1,738,454 | 21,152 | | Overseas Business | 176,875 | 45,639 | | 187,240 | 49,768 | | 2,278 | 606 | | 972,224 | 986,762 | 12,006 | | Segment Total | 937,963 | 118,920 | | 947,635 | 145,167 | | 11,530 | 1,766 | | 6,142,818 | 6,002,139 | 73,028 | | Difference between Segment Total and Consolidated Amounts | 8,915 | (25,619 | ) | 25,249 | (14,683 | ) | 307 | (178 | ) | 2,438,764 | 2,352,735 | 28,625 | | Consolidated Amounts | 946,878 | 93,301 | | 972,884 | 130,484 | | 11,837 | 1,588 | | 8,581,582 | 8,354,874 | 101,653 |

| Note 1: | The Company evaluates the performance of segments based on income before income taxes and discontinued operations, adjusted for results of discontinued operations, net income attributable to the noncontrolling interests and net income attributable to the redeemable noncontrolling interests before applicable tax effect. Tax expenses are not included in segment profits. | | --- | --- | | Note 2: | For certain VIEs used for securitization which are consolidated in accordance with ASC 810-10 (Consolidations), for which the VIEs assets can be used only to settle related obligations of those VIEs and the creditors (or beneficial interest holders) do not have recourse to other assets of the Company or its subsidiaries, segment assets are measured based on the amount of the Company and its subsidiaries net investments in the VIEs, which is different from the amount of total assets of the VIEs, and accordingly, segment revenues are also measured at a net amount representing the revenues earned on the net investments in the VIEs. | | | In line with a change in management classification, the environment and energy-related businesses, which were previously included in the Corporate Financial Services segment have been included in the Investment and Operation segment since the second consolidated period. | | | Due to these changes, the reclassified figures are shown for the year ended March 31, 2011. |

2. Geographic Information

(millions of yen, millions of US$)
Year Ended March 31, 2011
Japan	America*2	Other*3	Difference between Geographic Total and Consolidated Amounts		Consolidated Amounts
Total Revenues	771,403	138,975	82,772	(46,272	)	946,878
Income before Income Taxes	62,477	18,411	24,633	(12,220	)	93,301
Year Ended March 31, 2012
Japan	America*2	Other*3	Difference between Geographic Total and Consolidated Amounts		Consolidated Amounts
Total Revenues	768,955	130,717	95,360	(22,148	)	972,884
Income before Income Taxes	77,439	26,894	27,430	(1,279	)	130,484
U.S. dollars Year Ended March 31,
2012
Japan	America*2	Other*3	Difference between Geographic Total and Consolidated Amounts		Consolidated Amounts
Total Revenues	9,356	1,590	1,160	(269	)	11,837
Income before Income Taxes	942	327	334	(15	)	1,588

Note 1:	Results of discontinued operations before applicable tax effect are included in each amount attributed to each geographic area.
*Note 2:	Mainly United States
*Note 3:	Mainly Asia, Europe, Oceania and Middle East

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(8) Per Share Data

(For the Year Ended March 31, 2011 and 2012)

(Unaudited)


(millions of yen, millions of US$)
Income Attributable to ORIX Corporation from Continuing Operations	61,787	84,055	1,023
Effect of Dilutive Securities -
Convertible Bond	2,393	2,364	28
Income from Continuing Operations for Diluted EPS Computation	64,180	86,419	1,051
(thousands of shares)
Weighted-Average Shares	107,489	107,509
Effect of Dilutive Securities -
Convertible Bond	24,412	24,411
Stock options	107	123
Weighted-average Shares for Diluted EPS Computation	132,008	132,043
(yen, US$)
Earnings Per Share for Income Attributable to ORIX Corporation from Continuing Operations
Basic	574.83	781.84	9.51
Diluted	486.19	654.47	7.96
(yen, US$)
Shareholders Equity Per Share	12,273.11	12,984.69	157.98

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.

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Significant Accounting Policies

(Application of New Accounting Standards)

There is no significant change from the description in Form 20-F filed on June 24, 2011.

(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 outstanding) of ORIX Credit Corporation (hereinafter, ORIX Credit) held by SMBC, resulting in the reclassification of ORIX Credit from equity-method affiliate to a wholly-owned subsidiary of the Company.

19 -

Table of Contents

May 10, 2012

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Planning Department

Tel: +81-3-5419-5042

Fax: +81-3-5419-5901

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Dividend for the Fiscal Year Ended March 31, 2012

TOKYO, Japan May 10, 2012 ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, announced the resolution regarding the expected dividend amount for the fiscal year ended March 31, 2012. The dividend amount will be formally decided at a meeting of the Board of Directors held on May 22, 2012, after a statutory audit of the financial reports for the fiscal year ended March 31, 2012.

Dividend Details

| | Amount Decided | Dividend Paid for the Fiscal Year Ended March 31, 2011 | | --- | --- | --- | | Record Date | March 31, 2012 | March 31, 2011 | | Dividend Per Share | 90 yen | 80 yen | | Total Dividend Amount | 9,676 million yen | 8,599 million yen | | Effective Date | June 4, 2012 | June 2, 2011 | | Source of Dividend | Retained earnings | Retained earnings |

Basic Profit Distribution Policy and Reason for Changing Per Share Dividend

ORIX believes that securing profits from its businesses primarily as retained earnings, and utilizing them for strengthening its base of operations and making investments for growth, assists in sustaining profit growth while maintaining financial stability, leading to increased shareholder value.

Regarding dividends, ORIX responds to shareholder expectations through increasing shareholder value through mid-to long-term profit growth and steady distribution of profit.

Given the policy outlined above and the current operating environment, the annual dividend will be 90 yen per share, up from 80 yen in the previous fiscal year. Dividend distribution is scheduled once a year as a fiscal year-end dividend.

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Reference:

Record Date	Dividend Per Share — Interim	Fiscal Year End	Yearly
Current Fiscal Year		90 yen	90 yen
Previous Fiscal Year (March 31, 2011)		80 yen	80 yen

About ORIX

ORIX Corporation (TSE: 8591; NYSE: IX) is an integrated financial services group based in Tokyo, Japan, providing innovative value-added products and services to both corporate and retail customers. With operations in 27 countries and regions worldwide, ORIXs activities include corporate financial services, such as leases and loans, as well as automobile operations, rental operations, real estate, life insurance, banking and loan servicing. For more details, please visit our website at: http://www.orix.co.jp/grp/en/

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May 10, 2012

FOR IMMEDIATE RELEASE

Contact Information:

ORIX Corporation

Corporate Communications

Tel: +81-3-5419-5042

Fax: +81-3-5419-5901

URL: http://www.orix.co.jp/grp/en/

Announcement Regarding Candidates for Director

and Member Composition of the Three Committees of ORIX Corporation

TOKYO, Japan May 10, 2012 ORIX Corporation (TSE: 8591; NYSE: IX), a leading integrated financial services group, today made public an announcement that the Nominating Committee has decided the candidates for Director. The nominations are scheduled to be finalized at the 49 th Annual General Meeting of Shareholders of the Company on June 25, 2012.

The Company announced today that it has decided the composition of the Audit, Nominating and Compensation Committees in a Board of Directors meeting held today. All three Committees are to be formed entirely by outside directors. The nominations are scheduled to be finalized at the Board of Directors meeting after the 49 th Annual General Meeting of Shareholders of the Company on June 25, 2012.

Candidates for the 13 director positions (including 6 Outside Directors) are as follows:

Yoshihiko Miyauchi	Hirotaka Takeuchi (Outside Director)
Makoto Inoue	Takeshi Sasaki (Outside Director)
Haruyuki Urata	Eiko Tsujiyama (Outside Director)
Hiroaki Nishina	Robert Feldman (Outside Director)
Kazuo Kojima	Takeshi Niinami (Outside Director)
Yoshiyuki Yamaya	Nobuaki Usui (Outside Director) newly nominated
Tamio Umaki

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Details on Candidates for Outside Director

Nobuaki Usui (Born January 1, 1941)

April 1965	Entered Finance Ministry (now Ministry of Finance)
May. 1995	Director-General of the Tax Bureau, Ministry of Finance
Jan. 1998	Commissioner, National Tax Agency
Jul. 1999	Administrative Vice Minister, Ministry of Finance
Jan. 2003	Governor & CEO, National Life Finance Corporation
Dec. 2008	Chairman, The Japan Research Institute, Limited
Jun. 2011	Advisor, The Japan Research Institute, Limited
	Outside Auditor, KONAMI CORPORATION